-----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, QHaahfKRAJLRYG9BETAn3XwmHDdvDOL9S3Lr/hNeENFrEhEsGhC9bPdUWOXh0jdf Aj8lNxEpdMg73MZz3GA9Ig== 0000921749-95-000179.txt : 19951012 0000921749-95-000179.hdr.sgml : 19951012 ACCESSION NUMBER: 0000921749-95-000179 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19951011 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: MCNEIL REAL ESTATE FUND XX L P CENTRAL INDEX KEY: 0000750334 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 330050225 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48310 FILM NUMBER: 95579883 BUSINESS ADDRESS: STREET 1: 13760 NOEL RD SUITE 700 LB70 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 2144485800 MAIL ADDRESS: STREET 2: 13760 NOEL ROAD SUITE 700 LB 70 CITY: DALLAS STATE: TX ZIP: 75240 FORMER COMPANY: FORMER CONFORMED NAME: SOUTHMARK INCOME INVESTORS LTD DATE OF NAME CHANGE: 19920413 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. 18)* MCNEIL REAL ESTATE FUND XX, L.P. (Name of Subject Company [Issuer]) HIGH RIVER LIMITED PARTNERSHIP CARL C. ICAHN (Bidders) LIMITED PARTNERSHIP UNITS (Title of Class of Securities) 582568 87 9 (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: $445.60 Valuation*: $2,228,000 - ------------------------------------------------------------------- * For purposes of calculating the fee only. This amount assumes the purchase of 22,280 units of limited partnership interest (the "Units") of the subject partnership for $100.00 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: $445.60 Form or Registration No.: Schedule 14D-1, dated August 3, 1995 Filing Party: High River Limited Partnership & Carl C. Icahn Date Filed: August 4, 1995 *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. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). AMENDMENT NO. 18 TO SCHEDULE 14D-1 This Amendment No. 18 to Schedule 14D-1 amends and supplements 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, a citizen of the United States (collectively, the "Reporting Persons") with the U.S. Securities and Exchange Commission (the "Commission") on August 4, 1995, as amended by Amendment No. 1 filed with the Commission on August 9, 1995, Amendment No. 2 filed with the Commission on August 14, 1995 Amendment No. 3 filed with the Commission on August 18, 1995, Amendment No. 4 filed with the Commission on August 21, 1995, Amendment No. 5 filed with the Commission on August 22, 1995, Amendment No. 6 filed with the Commission on August 25, 1995, Amendment No. 7 filed with the Commission on August 31, 1995, Amendment No. 8 filed with the Commission on September 7, 1995, Amendment No. 9 filed with the Commission on September 8, 1995, Amendment No. 10 filed with the Commission on September 12, 1995, Amendment No. 11 filed with the Commission on September 15, 1995, Amendment No. 12 filed with the Commission on September 15, 1995, Amendment No. 13 filed with the Commission on September 18, 1995, Amendment No. 14 filed with the Commission on September 28, 1995, Amendment No. 15 filed with Commission on September 29, 1995 Amendment No. 16 filed with Commission on October 2, 1995 and Amendment No. 17 filed with the Commission on October 2, 1995. All capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Offer to Purchase dated August 3, 1995, 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 7. Contracts, Arrangements, Understandings or Relationships With Respect to the Subject Company's Securities Item 7 is hereby amended to add the following: The information set forth in Exhibit 34 attached hereto is incorporated herein by reference. Item 10. Additional Information Item 10(f) is hereby amended to add the following: (f) The information set forth in Exhibit 35 attached hereto is incorporated herein by reference. Item 11. Materials to be Filed as Exhibits. The following documents are filed as exhibits to this Schedule 14D-1: (a) Exhibit 34 Assignment and Assumption Agreement dated October 6, 1995, between High River and Unicorn Associates Corporation (b) Exhibit 35 Press release dated October 11, 1995 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: October 11, 1995 HIGH RIVER LIMITED PARTNERSHIP By: Riverdale Investors Corp., Inc. Title: General Partner By: /s/ Edward E. Mattner Edward E. Mattner Title: President RIVERDALE INVESTORS CORP., INC. By: /s/ Edward E. Mattner Edward E. Mattner Title: President /s/ Theodore Altman Carl C. Icahn By: Theodore Altman as Attorney-in-fact [Signature Page for Amendment No. 18 to McNeil Real Estate Fund XX, L.P. Schedule 14D-1] EXHIBIT INDEX Page Number ----------- Exhibit 34 Assignment and Assumption Agreement dated October 6, 1995, between High River and Unicorn Associates Corporation Exhibit 35 Press Release dated October 11, 1995 EX-20 2 CONTACT: D.F. King & Co., Inc. (800)628-8538 FOR IMMEDIATE RELEASE: HIGH RIVER TENDER OFFERS FOR INTERESTS IN McNEIL LIMITED PARTNERSHIPS HAVE EXPIRED New York, New York, October 11, 1995......High River Limited Partnership ("High River") announced today that its tender offers (the "Tender Offers") for units of limited partnership interest ("Units") in each of McNeil Pacific Investors Fund 1972, 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.P., McNeil Real Estate Fund XXIV, L.P., and McNeil Real Estate Fund XXV, L.P. (collectively, the "Partnerships") expired pursuant to their terms at 12:00 midnight, New York City time, on Friday, October 6, 1995. Based on preliminary information furnished by the depositary for the Tender Offers, approximately 530 Units of McNeil Investors Fund 1972, 608 Units of McNeil Real Estate Fund V, Ltd., 7,524 Units of McNeil Real Estate Fund IX, Ltd., 5,010 Units of McNeil Real Estate Fund X, Ltd., 10,526 Units of McNeil Real Estate Fund XI, Ltd., 9,428 Units of McNeil Real Estate Fund XIV, Ltd., 10,703 Units of McNeil Real Estate Fund XV, Ltd., 5,883 Units of McNeil Real Estate Fund XX, L.P., 15,072 Units of McNeil Real Estate Fund XXIV, L.P., and 4,259,342 Units of McNeil Real Estate Fund XXV, L.P. were tendered and not withdrawn prior to the expiration of the Tender Offers. A spokesman for High River stated that it was extremely pleased with the results of its Tender Offers. The spokesman noted that the Partnerships' general partner strongly opposed the Tender Offers and made extensive efforts to induce limited partners not to tender. Among other things, the general partner told limited partners repeatedly that it and others were contemplating making competing tender offers. These competing offers, however, never materialized. Additionally, the general partner told limited partners they should not tender because the Partnerships would be required to start liquidating in 1998 and 1999. In contrast, however, the general partner has disclosed elsewhere that it expects to hold the Partnerships' properties for an unspecified time until the real estate market and Partnerships' investments improve, but cautioned that there could be no assurance that property values would increase over an extended period of time. -end- EX-99 3 HIGH RIVER LIMITED PARTNERSHIP 100 South Bedford Road Mt. Kisco, New York 10549 October 6, 1995 Unicorn Associates Corporation 100 South Bedford Road Mt. Kisco, New York 10549 Re: Offers to Purchase Units of Limited Partnership Interest in certain McNeil Limited Partnerships Ladies and Gentlemen: Reference is made to each of the Offers to Purchase units of limited partnership interest ("Units") in McNeil Pacific Investors 1972, each of McNeil Real Estate Funds V, IX, X, XI, XIV and XV, Ltd. and each of McNeil Real Estate Funds XX, XXIV and XXV, L.P., each a California limited partnership (collectively, the "Partnerships") dated August 3, 1995, as amended and supplemented from time to time (collectively, the "Offers to Purchase"), made by High River Limited Partnership, a Delaware limited partnership (the "Assignor"). In connection with the Offers to Purchase, limited partners wishing to tender their Units duly executed and delivered an Assignment of Partnership Interest (the "Assignments of Partnership Interest") and a Confirmation Letter (the "Confirmation Letters") to IBJ Schroder Bank & Trust Company, the Depositary for the Offer. Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to them in the Offers to Purchase. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, desiring to be legally bound, hereby agree as follows: 1. Assignment and Assumption (a) As contemplated in Section 2 of the Offers to Purchase, the Assignor hereby assigns, delivers and sets over unto Unicorn Associates Corporation (the "Assignee") all of the Assignor's: (i) right to purchase those Units tendered pursuant to the Offers by limited partners resident in the State of California (the "California Units"); and (ii) all rights, powers and privileges under the Assignments of Partnership Interest and Confirmation Letters executed by or on behalf of the holders of the California Units, including, without limitation, the proxy and power-of-attorney (and all related and associated rights, authority and power) granted to the Assignor therein and hereby names the Assignee as the designee of the Assignor under all such Assignments of Partnership Interest and Confirmation Letters. (b) The Assignee hereby assumes and agrees to be bound by all of the terms, covenants and conditions of the Offer with respect to the foregoing assignments. The Assignee hereby represents that it will purchase the California Units for its own account for investment and not with a view to or for sale in connection with any distribution of the California Units. 2. Further Instruments The parties hereto agree that they will execute and deliver, or cause to be executed and delivered, to the other such documents and instruments, in addition to those specifically required by the provisions of this Assignment and Assumption Agreement, in form and substance reasonably satisfactory to the other, as may reasonably be necessary or desirable to carry out or implement any provision of this Assignment and Assumption Agreement. 3. Binding Nature; Governing Law This Assignment and Assumption Agreement shall (a) inure to the benefit of and be binding upon the respective successors and permitted assigns of the parties hereto and (b) be governed by, and construed in accordance with, the substantive laws of the State of New York. 4. Amendments This Agreement may not be altered, amended or modified except by a writing signed by the party against whom such alteration, amendment or modification is sought to be enforced. 5. Third Party Beneficiaries Nothing in this Agreement is intended to, or shall be construed so as to create any, third party beneficiary to this Agreement or otherwise confer any rights upon any person or entity that is not a party hereto. If the foregoing is acceptable to you, please so indicate be executing the enclosed copy of this letter in the space provided below. Very truly yours, HIGH RIVER LIMITED PARTNERSHIP BY: RIVERDALE INVESTORS CORP., INC., GENERAL PARTNER By: /s/ Edward E. Mattner Name: Edward E. Mattner Its: President AGREED AND ACCEPTED as of the date first above written: UNICORN ASSOCIATES CORPORATION By: /s/ Edward E. Mattner Name: Edward E. Mattner Its: President [Assignment and Assumption Agreement regarding Units tendered by California Residents] -----END PRIVACY-ENHANCED MESSAGE-----