-----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, NBqzkSqFeztCopQcogwkwdA2jmo5i/JuBmAAQZnUwVX5YuOaIrRWepaEZviLDasC dWF/sSiLfPdIMxN/qJe9EQ== 0000921749-99-000141.txt : 19990709 0000921749-99-000141.hdr.sgml : 19990709 ACCESSION NUMBER: 0000921749-99-000141 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990708 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 13D/A SEC ACT: SEC FILE NUMBER: 005-48304 FILM NUMBER: 99660998 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 13D/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 13D/A 1 AMENDMENT NO. 14 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 14)* McNeil Real Estate Fund XV, Ltd. (Name of Issuer) Limited Partnership Units (Title of Class of Securities) 582568 50 7 (CUSIP Number) 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) July 8, 1999 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box //. NOTE: Schedules filed in paper format shall include a signed original and five copies of the Schedule. See Rule 13d-7 for other parties to whom copies are to be sent. *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 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). SCHEDULE 13D CUSIP No. 582568 50 7 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 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 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 10,065 Units 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 10,065 Units 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,065 Units 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* // 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.8% 14 TYPE OF REPORTING PERSON* PN SCHEDULE 13D CUSIP No. 582568 50 1 NAME OF REPORTING PERSON Riverdale LLC 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 New York NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 10,065 Units 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 10,065 Units 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,065 Units 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* // 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.8% 14 TYPE OF REPORTING PERSON* 00 SCHEDULE 13D CUSIP No. 582568 50 7 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 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 10,710 Units 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 10,710 Units 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,710 Units 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* // 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.4% 14 TYPE OF REPORTING PERSON* IN SCHEDULE 13D CUSIP No. 582568 50 7 1 NAME OF REPORTING PERSON Unicorn Associates Corporation 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 New York NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 645 Units 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 645 Units 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 645 Units 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* // 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.6% 14 TYPE OF REPORTING PERSON* CO AMENDMENT NO. 14 TO SCHEDULE 13D This statement ("Statement") constitutes Amendment No. 14 to the Schedule 13D filed with the Securities and Exchange Commission (the "Commission") on November 13, 1995, as amended to date (the "Initial Filing"). Unless otherwise indicated, capitalized terms used herein but not defined shall have the meanings ascribed to them in the Initial Filing. This Statement hereby amends the items identified below, or the particular paragraphs of such items which are identified below. Item 4. Purpose of Transaction Item 4 is hereby amended to add the following: On July 8, 1999, High River delivered a letter (a form of which is attached hereto as Exhibit 1 and incorporated in its entirety herein by reference) to McNeil Partners, L.P., McNeil Real Estate Management, Inc. and Robert A. McNeil. 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer Item 6 is hereby amended to add the following: The paragraph set forth under Item 4 above is hereby incorporated herein by reference. Item 7. Material to be Filed as Exhibits Exhibit 1 Letter dated July 8, 1999, from High River Limited Partnership to McNeil Partners, L.P., McNeil Real Estate Management, Inc. and Robert A. McNeil. SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statements is true, complete and correct. Dated: July 8, 1999 HIGH RIVER LIMITED PARTNERSHIP By: Riverdale LLC, its General Partner By: /s/ Edward Mattner Edward Mattner Title: Manager RIVERDALE LLC By: /s/ Edward Mattner Edward Mattner Title: Manager UNICORN ASSOCIATES CORPORATION By: /s/ Edward Mattner Edward Mattner Title: President /s/ Theodore Altman Carl C. Icahn By: Theodore Altman as Attorney-in-fact [Signature Page for Amendment No. 14 to McNeil Real Estate Fund XV, Ltd. Schedule 13D] EX-99 2 LETTER High River Limited Partnership 767 Fifth Avenue, 47th Floor New York, NY 10153 July 8, 1999 Via Facsimile McNeil Partners L.P. McNeil Real Estate Management, Inc. Robert A. McNeil c/oWilliam Frank, Esq. Skadden, Arps, Slate, Meagher & Flom LLP 919 Third Avenue New York, New York 10022 Ladies and Gentlemen: The purpose of this letter is to inform you that, on or before the fifth day following the satisfaction of the Commencement Condition described in the third paragraph hereof, High River Limited Partnership ("High River") and certain of its affiliates (collectively, the "High River Parties") will commence tender offers (the "Offers") for the units of limited partnership interest (the "Units") of the limited partnerships (the "Partnerships") set forth in the table below at the prices per Unit set forth in the table, net to the Limited Partners in cash. The High River Parties will offer to purchase any and all such Units tendered to them by Limited Partners of each Partnership, provided that, after giving effect to such purchases, the High River Parties will own more than 50% of all outstanding limited partnership units of that Partnership (including any Units they already own). The aggregate payment to Limited Partners being offered by the High River Parties for all of the Units is $15,000,000 higher than the estimated aggregate payment to Limited Partners in the proposed transaction with an affiliate of Whitehall Real Estate Limited Partnership XI (the "Whitehall Transaction"), as disclosed in your June 25, 1999 press release. The High River Parties are able to offer Limited Partners a higher payout because, unlike the Whitehall Transaction, we are not offering to purchase McRemi (which we believe has no value) or Fairfax Associates II, Ltd. or McNeil Summerhill I, L.P. (which we believe were improperly included in the Whitehall Transaction because they are not part of the pending class action litigation). It is likely that the High River Parties would have offered even higher prices for Units, but for the deal you made with Whitehall which burdens the Partnerships with an unnecessary and wasteful $18,000,000 "break up" fee (plus up to an additional $1,500,000 to cover Whitehall's expenses). As our counsel informed you in a December 1, 1998 letter (a copy of which is attached), the High River Parties believe that it is inappropriate to impose any such fees on Limited Partners and would not have attempted to impose a "break up" fee had we been permitted to participate in the bidding process for the Partnerships. The sole condition (the "Commencement Condition") to the commencement of the Offers by the High River Parties is that the court enter an order rejecting in its entirety the proposed settlement of the pending class action litigation and directing further that any new settlement not be approved without due notice to, and an opportunity to object by, Limited Partners. In addition to the Offers giving Limited Partners the benefit of higher and faster per Unit payouts than the Whitehall Transaction, this condition to the commencement of the Offers will preserve all existing claims against the general partner of the Partnerships and its affiliates. As soon as the Commencement Condition is satisfied, the High River Parties will place in escrow the sum of $307,724,439, which represents the full purchase price for all Units in the Partnerships not already owned by the High River Parties. The following table compares the per Unit prices being offered for each Partnership by the High River Parties to the estimated per Unit payout from the Whitehall Transaction: WHITEHALL PAYOUT HIGH RIVER PER UNIT OFFERING PRICE PARTNERSHIP (Estimated) PER UNIT(1) MCNEIL IX $424.00 $444.99 MCNEIL X $234.00 $246.33 MCNEIL XI $221.00 $232.48 MCNEIL XIV $214.00 $225.21 MCNEIL XV $160.00 $168.75 - -------- (1) Of course, any distributions made with respect to the Units after June 25, 1999 would be netted against the per Unit prices offered by the High River Parties. WHITEHALL PAYOUT HIGH RIVER PER UNIT OFFERING PRICE Partnership (Estimated) PER UNIT1 MCNEIL XX $92.00 $94.82 MCNEIL XXIV $347.00 $357.61 MCNEIL XXV $0.50 $0.52 MCNEIL XXVI $0.27 $0.28 MCNEIL XXVII $10.54 $10.76 MCNEIL XII $77.00 $83.62 MCNEIL XXI* $99.00 $125.46 MCNEIL XXII* $0.25 $0.26 MCNEIL XXIII* $0.28 $0.31 HEARTH HOLLOW $40,115.00 $42,713.43 MCNEIL MIDWEST $25,840.00 $29,117.01 REGENCY NORTH $75,916.00 $79,841.75 *Current Income Units Only Very truly yours, HIGH RIVER LIMITED PARTNERSHIP By: Riverdale LLC, its general partner By: Carl C. Icahn, Member -----END PRIVACY-ENHANCED MESSAGE-----