-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BsjRFx7SP1tqEXgo0j19yI1ACCp0p26AP03DQcQ6zEQ38Pwvziz3hFsoM+kVY5fx S19OHkTLRhxO5U4d0ZEpaQ== 0000950110-97-000101.txt : 19970109 0000950110-97-000101.hdr.sgml : 19970109 ACCESSION NUMBER: 0000950110-97-000101 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970108 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MCNEIL PACIFIC INVESTORS FUND 1972 CENTRAL INDEX KEY: 0000064309 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF NONRESIDENTIAL BUILDINGS [6512] IRS NUMBER: 946279375 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39620 FILM NUMBER: 97502776 BUSINESS ADDRESS: STREET 1: 13760 NOEL RD STE 700 LB70 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 2144485800 MAIL ADDRESS: STREET 1: 13760 NOEL ROAD SUITE 700 LB 70 CITY: DALLAS STATE: TX ZIP: 75240 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ICAHN CARL C ET AL CENTRAL INDEX KEY: 0000921669 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 100 SOUTH BEDFORD ROAD CITY: MT KISCO STATE: NY ZIP: 10549 BUSINESS PHONE: 9142427700 MAIL ADDRESS: STREET 1: 200 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10166 SC 14D1/A 1 AMEND. #7 TO SCHEDULE 14D-1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-1 Tender Offer Statement Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934 (Amendment No. 7) (Final Amendment) and Amendment No. 10 to Schedule 13D MCNEIL PACIFIC INVESTORS FUND 1972 (Name of Subject Company [Issuer]) HIGH RIVER LIMITED PARTNERSHIP CARL C. ICAHN (Bidders) LIMITED PARTNERSHIP UNITS (Title of Class of Securities) 582566 10 5 (CUSIP Number of Class of Securities) Keith L. Schaitkin, Esq. Gordon Altman Butowsky Weitzen Shalov & Wein 114 West 47th Street, 20th Floor New York, New York 10036 (212) 626-0800 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Bidder) Calculation of Filing Fee ----------------------------------------------------------------- Transaction Valuation*: $2,928,715 Amount of filing fee: $586 ----------------------------------------------------------------- * For purposes of calculating the filing fee only. This amount assumes the purchase of 13,045.50 Units of the Partnership (consisting of all outstanding Units other than Units owned by the Bidder and its affiliate) at $224.50 in cash per Unit. The amount of the filing fee, calculated in accordance with Rule 0-11u(d) under the Securities Exchange Act of 1934, as amended, equals 1/50th of one percent of the aggregate of the cash offered by the bidder. [x] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: $586 Form or Registration No.: Schedule 14D-1 Filing Party: High River Limited Partnership, Riverdale LLC, Unicorn Associates Corporation and Carl C. Icahn Dated Filed: September 20, 1996 * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. SCHEDULE 14D-1 CUSIP No. 582566 10 5 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON High River Limited Partnership 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [x] (b) [ ] 3. SEC USE ONLY 4. SOURCES OF FUNDS (See Instructions) WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,382 Units 8. CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES (See Instructions) [ ] 9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 10.0% 10. TYPE OF REPORTING PERSON (See Instructions) PN; GM 2 SCHEDULE 14D-1 CUSIP No. 582566 10 5 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Riverdale LLC 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [x] (b) [ ] 3. SEC USE ONLY 4. SOURCES OF FUNDS (See Instructions) AF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION New York 7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,382 Units 8. CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES (See Instructions) [ ] 9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 10.0% 10. TYPE OF REPORTING PERSON (See Instructions) O; GM 3 SCHEDULE 14D-1 CUSIP No. 582566 10 5 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Unicorn Associates Corporation 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [x] (b) [ ] 3. SEC USE ONLY 4. SOURCES OF FUNDS (See Instructions) AF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION New York 7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 239 Units 8. CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES (See Instructions) [ ] 9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 1.7% 10. TYPE OF REPORTING PERSON (See Instructions) CO; GM 4 SCHEDULE 14D-1 CUSIP No. 582566 10 5 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Carl C. Icahn 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [x] (b) [ ] 3. SEC USE ONLY 4. SOURCES OF FUNDS (See Instructions) AF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States of America 7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,621 Units 8. CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES (See Instructions) [ ] 9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 11.8% 10. TYPE OF REPORTING PERSON (See Instructions) IN; GM 5 AMENDMENT NO 7. TO SCHEDULE 14D-1 AND AMENDMENT NO. 10 TO SCHEDULE 13D This Amendment No. 7 (Final Amendment) to Schedule 14D-1 constitutes the Final Amendment to the Tender Offer Statement on Schedule 14D-1 filed by High River Limited Partnership, a Delaware limited partnership ("High River"), Riverdale LLC, a New York limited liability company ("Riverdale"), Unicorn Associates Corporation, a New York corporation ("Unicorn"), and Carl C. Icahn (collectively, the "Reporting Persons") with the U.S. Securities and Exchange Commission (the "Commission") on September 20, 1996 as amended by Amendment Nos. 1 through 6 filed on September 25, 1996, October 9, 1996, October 21, 1996, November 1, 1996, November 14, 1996 and November 25, 1996, respectively. This Amendment also constitutes Amendment No. 10 to the Schedule 13D filed by the Reporting Persons on November 13, 1995, as amended by Amendment Nos. 1 through 9 thereto filed on May 24, 1996, August 5, 1996, September 20, 1996, September 25, 1996, October 9, 1996, October 21, 1996, November 1, 1996, November 14, 1996, and November 25, 1996, respectively. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Schedule 14D-1 and the Offer to Purchase dated September 20, 1996, as amended and supplemented from time to time (the "Offer to Purchase") and the related assignment of Partnership Interest (collectively with the Offer to Purchase, the "Offer"). Item 6. Interest in Securities of Subject Company. (a)-(b) The 1,621 Units which are listed above as being beneficially owned by the Reporting Persons include 1,382 Units directly beneficially owned by High River and 239 Units directly beneficially owned by Unicorn. Carl C. Icahn is the controlling member of Riverdale, the general partner of High River and indirectly beneficially owns all of the issued and outstanding shares of capital stock of Unicorn. The Units beneficially owned by High River include (1) 875 Units tendered to High River pursuant to the Offer and transferred to High River effective as of January 1, 1997, (2) 468 Units acquired by High River prior to the commencement of the Offer, and (3) 39 Units tendered to High River pursuant to the Offer and accepted for payment, but not yet transferred because of defective paperwork. SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: January 8, 1997 HIGH RIVER LIMITED PARTNERSHIP By: Riverdale LLC, General Partner and RIVERDALE LLC By: /s/ ROBERT J. MITCHELL ------------------------------------- Robert J. Mitchell Title: Manager, Vice President and Treasurer /s/ THEODORE ALTMAN ------------------------------------- Carl C. Icahn By: Theodore Altman as Attorney-in-fact UNICORN ASSOCIATES CORPORATION By: /s/ EDWARD MATTNER ------------------------------------- Edward Mattner Title: President [Signature Page for Amendment No. 7 to McNeil Pacific Investors Fund 1972 Schedule 14D-1 and Amendment No. 10 to Schedule 13D; Amendment No. 7 to McNeil Real Estate Fund IX, Ltd. Schedule 14D-1 and Amendment No. 11 to Schedule 13D; Amendment No. 7 to McNeil Real Estate Fund X, Ltd. Schedule 14D-1 and Amendment No. 12 to Schedule 13D; Amendment No. 7 to McNeil Real Estate Fund XI, Ltd. Schedule 14D-1 and Amendment No. 11 to Schedule 13D; Amendment No. 7 to McNeil Real Estate Fund XIV, Ltd. Schedule 14D-1 and Amendment No. 12 to Schedule 13D] -----END PRIVACY-ENHANCED MESSAGE-----