-----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, B2YI9AeaRj5XCLBUUSVLntqldWJPTsYCk0umZUUh/DD7Wpf64W8Su5rBTcBnI4kZ tTXAm2WhNA15j2crjq7UEA== 0000921749-95-000229.txt : 19951121 0000921749-95-000229.hdr.sgml : 19951121 ACCESSION NUMBER: 0000921749-95-000229 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19951117 SROS: NONE GROUP MEMBERS: HIGH RIVER LIMITED PARTNERSHIP GROUP MEMBERS: ICAHN CARL C ET AL GROUP MEMBERS: RIVERDALE INVESTORS CORP., INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SHELTER PROPERTIES VI LIMITED PARTNERSHIP CENTRAL INDEX KEY: 0000730013 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 570755618 STATE OF INCORPORATION: SC FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44525 FILM NUMBER: 95594526 BUSINESS ADDRESS: STREET 1: ONE SINSIGNIA FINANCIAL PLAZA STREET 2: P O BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 BUSINESS PHONE: 8032391000 MAIL ADDRESS: STREET 1: ONE INSIGNIA FINANCIAL PLZ STREET 2: P O BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 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 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 SCHEDULE 13D SHELTER PROPERTIES VI LIMITED PARTNERSIP (Name of Subject Company [Issuer]) HIGH RIVER LIMITED PARTNERSHIP CARL C. ICAHN (Bidders) LIMITED PARTNERSHIP UNITS (Title of Class of Securities) (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 Amount of filing fee: Valuation*: $12,290,889.60 $2,458.18 - ------------------------------------------------------------ * For purposes of calculating the fee only. This amount assumes the purchase of 42,324 units of limited partnership interest (the "Units") of the subject partnership for $290.40 per Unit. The amount of the filing fee, calculated in accordance with Rule 0-11(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: $2,458.18 Form or Registration No.: Schedule 14D-1, dated 5/26/95 Filing Party: High River Limited Partnership & Carl C. Icahn Date Filed: May 26, 1995 SCHEDULE 14D-1/SCHEDULE 13D CUSIP No. Page of Pages 1 NAME OF REPORTING PERSON High River Limited Partnership S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/ (b) // 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC; AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) // 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,961 8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* // 9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7% 10 TYPE OF REPORTING PERSON* PN SCHEDULE 14D-1/SCHEDULE 13D CUSIP No. Page of Pages 1 NAME OF REPORTING PERSON Riverdale Investors Corp., Inc. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/ (b) // 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) // 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,961 8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* // 9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7% 10 TYPE OF REPORTING PERSON* CO SCHEDULE 14D-1/SCHEDULE 13D CUSIP No. Page of Pages 1 NAME OF REPORTING PERSON Carl C. Icahn S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/ (b) // 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) // 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America 7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,961 8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* // 9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7% 10 TYPE OF REPORTING PERSON* IN AMENDMENT NO. 7 TO SCHEDULE 14D-1 AND SCHEDULE 13D This Amendment No. 7 constitutes (i) 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 Investors Corp., Inc., a Delaware corporation ("Riverdale") and Carl C. Icahn (collectively, the "Reporting Persons") with the U.S. Securities and Exchange Commission (the "Commission") on May 26, 1995, as amended by Amendment No. 1 filed with the Commission on May 30, 1995, Amendment No. 2 filed with the Commission on May 30, 1995, Amendment No. 3 filed with the Commission on June 1, 1995, Amendment No. 4 filed with the Commission on June 12, 1995, Amendment No. 5 filed with the Commission on June 16, 1995 and Amendment No. 6 filed with the Commission on June 20, 1995 (collectively, the "Schedule 14D-1") and (ii) the Statement on Schedule 13D of the Reporting Persons (the Schedule 13D, and together with the Schedule 14D-1, the "Schedules"). All capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Offer to Purchase dated May 26, 1995, as amended and supplemented through June 20, 1995 (the "Offer to Purchase") and the related Assignment of Partnership Interest, as amended through May 31, 1995 (collectively with the Offer to Purchase, the "Offer"). Item 6. Interest in Securities of the Subject Company. (a)-(b) As previously disclosed, at 12:00 midnight, New York City time, on Monday July 3, 1995, the Offer expired pursuant to its terms. Based upon final information provided to the Reporting Persons by the Depositary on November 8, 1995, a total of 2,961 Units, representing approximately 7% of the Units outstanding were purchased pursuant to the Offer. Item 11. Materials to be Filed as Exhibits. The following documents are to be filed as exhibits to this Schedule 14D-1/13D: (c) Exhibit 18 Joint Filing Agreement dated November 17, 1995 by and among High River Limited Partnership, Riverdale Investors Corp., Inc. and Carl C. Icahn EXHIBIT INDEX Exhibit 18 Joint Filing Agreement dated November 17, 1995 by and among High River Limited Partnership, Riverdale Investors Corp., Inc. and Carl C. Icahn Exhibit 19 Power of Attorney dated November 9, 1995, granted by Carl C. Icahn to Theodore Altman SIGNATURES After due 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: November 17, 1995 HIGH RIVER LIMITED PARTNERSHIP By: Riverdale Investors Corp., Inc. Title: General Partner By: /s/ Edward Mattner Edward Mattner Title: President RIVERDALE INVESTORS CORP., INC. By: /s/ Edward Mattner Edward Mattner Title: President /s/ Theodore Altman Carl C. Icahn By: Theodore Altman Attorney-in-fact [Signature Page for Shelter Properties VI Limited Partnership Schedule 14D-1 (Amendment No. 7)] EX-99 2 JOINT FILING AGREEMENT In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of statements on Schedule 13D (including amendments thereto) with respect to the units of limited partnership interest of each of Shelter Properties I Limited Partnership, Shelter Properties II Limited Partnership, Shelter Properties III Limited Partnership, Shelter Properties IV Limited Partnership, Shelter Properties V Limited Partnership and Shelter Properties VI Limited Partnership and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement this 17th day of November, 1995. HIGH RIVER LIMITED PARTNERSHIP By: RIVERDALE INVESTORS CORP., INC. Its: General Partner By: /s/ Edward Mattner Edward Mattner Its: President RIVERDALE INVESTORS CORP., INC. By: /s/ Edward Mattner Edward Mattner Its: President /s/ Theodore Altman Carl C. Icahn By: Theodore Altman Attorney-in-fact [Joint Filing Agreement for Schedule 13D with respect to Shelter Partnerships] EX-24 3 POWER OF ATTORNEY KNOW EVERYONE BY THESE PRESENTS, which are intended to constitute a Power of Attorney, that I, CARL C. ICAHN, residing at Museum Towers, 15 W. 53rd Street, Apt. 51C, New York, N.Y., do hereby appoint THEODORE ALTMAN, residing at 94 Haights Cross Road, Chappaqua, New York. MY ATTORNEY-IN-FACT TO ACT: As Attorney-In-Fact for the limited purpose of executing (i) amendments to statements on Schedule 14D-1 in connection with those certain tender offers (the "McNeil Tender Offers") with respect to each of McNeil Pacific Investors Fund 1972, Ltd., McNeil Real Estate Fund V, Ltd., McNeil Real Estate Fund IX, Ltd., McNeil Real Estate Fund X, Ltd., McNeil Real Estate Fund XI, Ltd., McNeil Real Estate Fund XIV, Ltd., McNeil Real Estate Fund XV, Ltd., McNeil Real Estate Fund XX, L.McNeil Real Estate Fund XXIV, L.P. and McNeil Real Estate Fund XXV, L.P.; (ii) a Schedule 13D and all amendments thereto, in connection with the McNeil Tender Offers, including joint filing agreements in connection thereto; (iii) Forms 3,4 and 5, and all amendments thereto, in connection with the McNeil Tender Offers; (iv) amendments to statements on Schedule 14D-1 in connection with those certain tender offers (the "Shelter Tender Offers") with respect to each of Shelter Properties I Limited Partnerhsip, Shelter Properties II Limited Partnership, Shelter Properties III Limited Partnership, Shelter Properties IV Limited Partnership, Shelter Properties V Limited Parternship and Shelter Properties VI Limited Partnership; (v) a Schedule 13D and all amendments thereto, in connection with the Shelter Tender Offers, including joint filing agreements in connection thereto; and (vi) Forms 3, 4 and 5, and all amendments thereto, in connection with the Shelter Tender Offers. To induce any third party to act hereunder, I hereby agree that any third party receiving a duly executed copy or facsimile of this instrument may act hereunder, and that revocation or termination hereof, shall be ineffective as to such third party unless and until actual notice or knowledge of such revocation or termination shall have been received by such third party. IN WITNESS WHEREOF, I have hereunto signed my name this 9th day of November, 1995. /s/ Carl C. Icahn Carl C. Icahn STATE OF NEW YORK } COUNTY OF NEW YORK} On November 9, 1995 before me, Alice Blumberg the undersigned officer, personally appeared CARL C. ICAHN, known personally to me to be the individual described in and who executed the foregoing instrument and acknowledged that he executed the same. /s/ Alice Blumberg Notary Public [Signature Page to Power of Attorney for McNeil and Shelter Partnerships] -----END PRIVACY-ENHANCED MESSAGE-----