0000921749-95-000054.txt : 19950828 0000921749-95-000054.hdr.sgml : 19950828 ACCESSION NUMBER: 0000921749-95-000054 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19950825 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 XV LTD /CA CENTRAL INDEX KEY: 0000751044 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 942941516 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48304 FILM NUMBER: 95567230 BUSINESS ADDRESS: STREET 1: 13760 NOEL RD STE 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 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. 6)* MCNEIL REAL ESTATE FUND XV, LTD. (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: $879.24 Valuation*: $4,396,220 ------------------------------------------------------------------- * For purposes of calculating the fee only. This amount assumes the purchase of 46,276 units of limited partnership interest (the "Units") of the subject partnership for $95.00 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: $879.24 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. 6 TO SCHEDULE 14D-1 This Amendment No. 6 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 and Amendment No. 5 filed with the Commission on August 22, 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, as amended through August 7, 1995 (collectively with the Offer to Purchase, the "Offer"). Item 3. Past Contacts, Transactions or Negotiations With the Subject Company Item 3(b) is hereby amended to add the following: (b) The information set forth in Exhibit 17 attached hereto is incorporated herein by reference. Item 10. Additional Information Item 10(a) is hereby amended to add the following: (a) The information set forth in Exhibit 17 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: (c) Exhibit 17 Letter Agreement dated August 24, 1995, by and among Carl C. Icahn, High River and McNeil Partners, L.P. (g) Exhibit 18 Press Release dated August 24, 1995 Exhibit 19 Power-of-attorney dated August 21, 1995 from 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: August 25, 1995 HIGH RIVER LIMITED PARTNERSHIP By: Riverdale Investors Corp., Inc. Title: General Partner By: /s/ Robert J. Mitchell Robert J. Mitchell Title: Vice President and Treasurer RIVERDALE INVESTORS CORP., INC. By: /s/ Robert J. Mitchell Robert J. Mitchell Title: Vice President and Treasurer CARL C. ICAHN By: /s/ Theodore Altman Theodore Altman, Attorney-in-fact [Signature Page for Amendment No. 6 to McNeil Real Estate Fund XV, Ltd. Schedule 14D-1] EXHIBIT INDEX Page Number ----------- Exhibit 17 Letter Agreement dated August 24, 1995, by and among Carl C. Icahn, High River and McNeil Partners, L.P. Exhibit 18 Press Release dated August 24, 1995 Exhibit 19 Power-of-attorney dated August 21, 1995 from Carl C. Icahn to Theodore Altman EX-99 2 August 24, 1995 Carl C. Icahn High River Limited Partnership 90 South Bedford Road Mt. Kisco, New York 10549 Ladies and Gentlemen: McNeil Partners, L.P. ("McNeil Partners"), is the general partner of 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"). High River Limited Partnership ("High River") has commenced tender offers (the "High River Offers") to acquire units of limited partnership interest ("Units") in each of the Partnerships pursuant to Offers to Purchase dated August 3, 1995 and the related Assign- ment of Partnership Interests (as supplemented and amend- ed, the "Offers to Purchase"). The parties to this letter agreement (this "Letter Agreement") hereby agree that, except as other- wise hereafter agreed by the parties hereto: (1) Until September 7, 1995, McNeil Partners and its affiliates shall not (i) in any manner acquire, attempt to acquire or make a proposal to acquire, direct- ly or indirectly, any securities of any of the Partner- ships or their affiliates, (ii) propose to enter into, directly or indirectly, any merger or business combina- tion involving any of the Partnerships or their affili- ates or (iii) engage in discussions or negotiations with or assist any third party in respect of any transaction involving McNeil Partners, the Partnerships or their affiliates (which term shall include, without limitation, for purposes of this Letter Agreement other limited partnerships of which McNeil Partners is the general partner); (2) Until September 7, 1995, McNeil Partners shall, and shall cause The Herman Group, Inc., to (i) re- spond to limited partner's inquiries only by summarizing the terms of the Press Release attached hereto (the "Press Release") and (ii) not make any other statement (including making any telephone calls to limited part- ners) in respect of the High River Offers; (3) Until September 7, 1995, High River shall, and shall cause D.F. King & Co., Inc., to (i) respond to limited partner's inquiries only by summarizing the terms of the Press Release and (ii) not make any other state- ment (including making any telephone calls to limited partners) in respect of the High River Offers; (4) McNeil Partners shall facilitate and allow High River to conduct customary and reasonable due dili- gence in respect of McNeil Partners, the Partnerships and their affiliates and High River and its affiliates agree (i) to use their best efforts to complete such due dili- gence as promptly as practicable and, (ii) unless other- wise required by law, rule or regulation (as determined by High River's counsel in its sole discretion), not to disclose any notes, analyses, compilations, studies, interpretations or other documents or materials furnished to High River in respect of such due diligence relating to or concerning McNeil Partners, the Partnerships or their affiliates (including any summaries or other docu- ments prepared by High River) to any third party; (5) Until September 7, 1995, except as other- wise required by law, rule or regulation, McNeil Partners and High River shall not mail or cause to be mailed to limited partners, or published, any information in re- spect of the Partnerships, except for the Press Release; (6) Until September 7, 1995, McNeil Partners and High River shall hold in abeyance (i) all proceedings in the litigation between the parties hereto and their affiliates and (ii) any demands made by High River or its affiliates for lists of limited partners, related infor- mation and/or transfers of Units of the Partnerships; (7) High River, Carl C. Icahn and their affil- iates shall not prior to August 24, 1996 (i) in any manner acquire, attempt to acquire or make a proposal to acquire, directly or indirectly, any securities of any of the partnerships listed on Exhibit 1 attached hereto (the "Other Partnerships"), (ii) propose to enter into, di- rectly or indirectly, any merger or business combination involving any of the Other Partnerships, (iii) make, or in any way participate, directly or indirectly, in any "solicitation" or "proxies" (as such terms are used in the proxy rules of the Securities and Exchange Commis- sion) to vote, or seek to advise or influence any person with respect to the voting of any voting securities of any of the Other Partnerships, (iv) form, join or other- wise participate in a "group" (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934) with respect to any voting securities of the Other Part- nerships, or (v) disclose any intention, plan or arrange- ment inconsistent with the foregoing, or (vi) loan money to, advise, assist or encourage any person in connection with any of the actions described in this sentence; (8) High River shall extend the expiration date of the Offers to Purchase until September 12, 1995 and High River and McNeil Partners shall issue the Press Release, which announces such extension, on August 25, 1995; and (9) McNeil Partners shall have the absolute right, from time to time through the close of business on September 6, 1995, to require High River to extend and, upon receipt of written notice from McNeil Partners, High River shall unconditionally extend, effective at 9:00 a.m. on the next business day, the expiration date of the Offers to Purchase and High River shall, upon receipt of such notice, issue a press release no later than the next business day announcing such extension; provided, howev- er, under no circumstances shall McNeil Partners have the right to require High River to extend the expiration date of the Offers to Purchase beyond September 20, 1995; (10) High River shall, upon delivery of written notice to McNeil Partners, have the absolute right to extend the expiration date of the Offers to Purchase beyond September 12, 1995 or such later date as is then the applicable expiration date; and (11) High River and McNeil Partners shall each use their best efforts to cooperate with the other to effect the matters set forth herein. Sincerely, McNeil Partners, L.P. By: McNeil Investors, Inc. /s/ Robert A. McNeil Robert A. McNeil Chairman /s/ Carole J. McNeil Carole J. McNeil Co-Chairman Consented and Agreed High River Limited Partnership By: Riverdale Investors Corp., Inc. /s/ Edward Mattner Edward Mattner President /s/ Carl C. Icahn Carl C. Icahn EXHIBIT 1 OTHER PARTNERSHIPS McNeil Pension Investment Fund, Ltd. McNeil Real Estate Fund XII, Ltd. McNeil Real Estate Fund XXI, L.P. McNeil Real Estate Fund XXII, L.P. McNeil Real Estate Fund XXIII, L.P. McNeil Real Estate Fund XXVI, L.P. McNeil Real Estate Fund XXVII, L.P. CONTACT: The Herman Group, Inc. D.F. King & Co., Inc. (800) 658-2007 (800) 628-8538 FOR IMMEDIATE RELEASE HIGH RIVER TENDER OFFERS FOR MCNEIL LIMITED PARTNERSHIPS EXTENDED Dallas, Texas and New York, New York, August 24, 1995--High River Limited Partnership ("High River") today announced that it has extended the expiration date of its tender offers (the "Tender Offers") for units of limited partnership interest 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") until 12:00 midnight, New York City time, on September 12, 1995. High River and McNeil Partners, L.P., the general partner of each of the Partnerships ("McNeil Partners"), also announced that they are currently engaged in settlement discussions which, among other things, may result in settlement of litigation with respect to the Tender Offers. No assurance can be given as to the outcome of those discussions. The Tender Offers are being made pursuant to the Offers to Purchase dated August 3, 1995, as amended and supplemented. EX-99 3 CONTACT: The Herman Group, Inc. D.F. King & Co., Inc. (800) 658-2007 (800) 628-8538 FOR IMMEDIATE RELEASE HIGH RIVER TENDER OFFERS FOR MCNEIL LIMITED PARTNERSHIPS EXTENDED Dallas, Texas and New York, New York, August 24, 1995--High River Limited Partnership ("High River") today announced that it has extended the expiration date of its tender offers (the "Tender Offers") for units of limited partnership interest 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") until 12:00 midnight, New York City time, on September 12, 1995. High River and McNeil Partners, L.P., the general partner of each of the Partnerships ("McNeil Partners"), also announced that they are currently engaged in settlement discussions which, among other things, may result in settlement of litigation with respect to the Tender Offers. No assurance can be given as to the outcome of those discussions. The Tender Offers are being made pursuant to the Offers to Purchase dated August 3, 1995, as amended and supplemented. EX-24 4 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 amendments to statements on Schedule 14D-1 in connection with those certain 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.P., McNeil Real Estate Fund XXIV, L.P. and McNeil Real Estate Fund XXV, L.P. 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 21st day of August, 1995. /s/ Carl C. Icahn Carl C. Icahn STATE OF NEW YORK COUNTY OF NEW YORK On August 21, 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 ALICE BLUMBERG NOTARY PUBLIC, STATE OF NEW YORK NO. 01BL5026266 QUALIFIED IN NEW YORK COUNTY COMMISSION EXPIRES APRIL 18, 1996