-----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, JN7lOVweMoH0ozZ8Zjh80Zy7Bfv7FFq9j7Ftl0OHJJDD98Fik4NSxEWTMbWkE4IX LhN5zx1BockEpj/FveNakQ== 0000950110-95-000677.txt : 19951004 0000950110-95-000677.hdr.sgml : 19951004 ACCESSION NUMBER: 0000950110-95-000677 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19951002 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: 95577952 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. 16)* 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. 16 TO SCHEDULE 14D-1 This Amendment No. 16 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 and Amendment No. 15 filed with the Commission on September 29, 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 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 the "INTRODUCTION" of the Offer to Purchase and in Section 13 of the Offer to Purchase, entitled "Background of the Offer," is incorporated herein by reference. Item 5. Purpose of the Tender Offer and Plans or Proposals of the Bidder Item 5 is hereby amended to add the following: (a)-(c) The information set forth in the "INTRODUCTION" of the Offer to Purchase, Section 8 of the Offer to Purchase, entitled "Future Plans of the Purchaser," and Section 10 of the Offer to Purchase, entitled "Voting by the Purchaser," is incorporated herein by reference. (d)-(e) The information set forth in Section 8 of the Offer to Purchase, entitled "Future Plans of the Purchaser," is incorporated herein by reference. Item 10. Additional Information Item 10(e) is hereby amended to add the following: (e) The information set forth in Section 13 of the Offer to Purchase, entitled "Background of the Offer," is incorporated herein by reference. Item 10(f) is hereby amended to add the following: (f) The information set forth in the Supplement to the Offer to Purchase dated September 29, 1995, a copy of which is attached hereto as Exhibit 31, 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 31 Supplement to the Offer to Purchase dated September 29, 1995 Exhibit 32 Letter to the Limited Partners dated September 29, 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: September 29, 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. 16 to McNeil Real Estate Fund XV, L.P. Schedule 14D-1] EXHIBIT INDEX Page Number ----------- Exhibit 31 Supplement to the Offer to Purchase dated September 29, 1995 Exhibit 32 Letter to the Limited Partners dated September 29, 1995 EX-20 2 SUPPLEMENT Supplement to the Offers to Purchase for Cash Up to 6,189 Units of Limited Partnership Interest in McNEIL PACIFIC INVESTORS FUND 1972 for $110.00 Net Per Unit Up to 8,200 Units of Limited Partnership Interest in McNEIL REAL ESTATE FUND V, LTD. for $400.00 Net Per Unit Up to 49,577 Units of Limited Partnership Interest in McNEIL REAL ESTATE FUND IX, LTD. for $143.00 Net Per Unit Up to 60,791 Units of Limited Partnership Interest in McNEIL REAL ESTATE FUND X, LTD. for $72.00 Net Per Unit Up to 71,916 Units of Limited Partnership Interest in McNEIL REAL ESTATE FUND XI, LTD. for $63.00 Net Per Unit Up to 38,940 Units of Limited Partnership Interest in McNEIL REAL ESTATE FUND XIV, LTD. for $95.00 Net Per Unit Up to 46,276 Units of Limited Partnership Interest in McNEIL REAL ESTATE FUND XV, LTD. for $95.00 Net Per Unit Up to 22,280 Units of Limited Partnership Interest in McNEIL REAL ESTATE FUND XX, L.P. for $100.00 Net Per Unit Up to 18,000 Units of Limited Partnership Interest in McNEIL REAL ESTATE FUND XXIV, L.P. for $150.00 Net Per Unit Up to 37,755,237 Units of Limited Partnership Interest in McNEIL REAL ESTATE FUND XXV, L.P. for $0.24 Net Per Unit by HIGH RIVER LIMITED PARTNERSHIP THE OFFERS, WITHDRAWAL RIGHTS AND PRORATION PERIODS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON OCTOBER 6, 1995, UNLESS THE OFFERS ARE EXTENDED. IMPORTANT High River Limited Partnership, a Delaware limited partnership (the "Purchaser"), hereby supplements and amends each of its Offers to Purchase units of limited partnership interest ("Units") in McNeil Pacific Investors Fund 1972, McNeil Real Estate Fund V, Ltd., McNeil Real Estate Fund IX, Ltd., McNeil Real Estate Fund X, Ltd., McNeil (continued on following page) --------------- For More Information or for Further Assistance, Please Call the Information Agent: D.F. King & Co., Inc. (212) 269-5550 (Collect) or (800) 628-8538 (Toll Free) September 29, 1995 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") dated August 3, 1995, as amended on August 7, 1995 and as supplemented and amended on August 21, 1995. The Purchaser is offering to purchase Units of each Partnership in the amounts set forth above and at the purchase prices set forth above (with respect to each Partnership, the "Purchase Price"), net to the seller in cash, without interest, less the amount of distributions per Unit, if any, made by the respective Partnerships from the date of the commencement of their respective Offers (as defined below), as they may be supplemented or amended from time to time, until their respective Expiration Dates (as defined below), upon the terms and subject to the conditions set forth in: (i) their respective Offers to Purchase dated August 3, 1995, as amended on August 7, 1995 and as supplemented and amended on August 21, 1995; (ii) this Supplement thereto (such Offers to Purchase, as amended on August 7, 1995, as supplemented and amended on August 21, 1995 and as supplemented and amended by this Supplement, collectively, the "Offers to Purchase" and with respect to each Partnership, an "Offer to Purchase"); and (iii) the related Assignments of Partnership Interest and Confirmation Letters (which collectively with the Offers to Purchase constitute the "Offers" and which, with respect to each Partnership, collectively with their respective Offers to Purchase, constitute an "Offer"). Unless the context otherwise requires, capitalized terms used in this Supplement but not defined herein shall have the meanings ascribed to them in the Offers to Purchase. Questions and requests for assistance or for additional copies of the Offers to Purchase, the Assignments of Partnership Interest or the Confirmation Letters may be directed to the Information Agent at the address and telephone numbers set forth on the back cover of this Supplement. No soliciting dealer fees or other payments to brokers for tenders are being paid by the Purchaser. COVER PAGE AND INSIDE COVER PAGE The definition of "Minimum Units Requirements" set forth in the second paragraph of the Offers to Purchase dated August 3, 1995, is hereby amended to provide in its entirety as follows (Limited Partners are advised to consult Exhibit A to this Supplement to determine the information applicable to their respective Partnerships): A Limited Partner may tender any or all of the Units owned by that Limited Partner, provided, however, that in order for a tender to be valid, the tender must satisfy the requirements (the "Minimum Units Requirements") of the Partnership's partnership agreement (the "Partnership Agreement"). For convenience, the relevant portions of the Partnership Agreement are set forth in Exhibit A to this Supplement. The second bullet contained in the Supplements to the Offers to Purchase dated August 21, 1995, located on the front cover page thereof, is hereby amended to provide in its entirety as follows (Limited Partners are advised to consult the table immediately following this bullet to determine the figures applicable to their respective Partnerships): o The Purchaser has revised its estimate of the net asset value per Unit (the "NAV") (exclusive of the cash and cash equivalents held by the Partnership as of June 30, 1995 (the "Cash Position")), as set forth in the table immediately following this bullet. The NAV is greater than the Purchase Price. When determining the value of Units and deciding whether to tender Units pursuant to the Offer, a Limited Partner should consider both the NAV and the Cash Position (which, due to its method of valuation of the Units, the Purchaser did not include in such NAV). See Section 13 of the Offer to Purchase entitled "Valuation Analysis". Partnership NAV Cash Position ----------- ------- ------------- McNeil Pacific Investors Fund 1972 ......... $133.00 $ 59.00 McNeil Real Estate Fund V, Ltd. ............ 560.00 111.00 McNeil Real Estate Fund IX, Ltd. ........... 216.00 49.00 McNeil Real Estate Fund X, Ltd. ............ 131.00 18.00 McNeil Real Estate Fund XI, Ltd. ........... 111.00 24.00 McNeil Real Estate Fund XIV, Ltd. .......... 145.00 30.00 McNeil Real Estate Fund XV, Ltd. ........... 136.00 37.00 McNeil Real Estate Fund XX, L.P. ........... 130.00 77.00 McNeil Real Estate Fund XXIV, L.P. ......... 283.00 55.00 McNeil Real Estate Fund XXV, L.P. .......... 0.36 0.06 2 The fourth bullet contained in the Supplements to the Offers to Purchase dated August 21, 1995 for McNeil Pacific Investors Fund 1972 and McNeil Real Estate Fund V, Ltd., located on the inside front cover page thereof, and the fifth bullet contained in the Supplements to the Offers to Purchase dated August 21, 1995 for each of the other Partnerships, located on the inside front cover page thereof, are hereby amended to provide in their entirety as follows: o The Purchaser may seek to remove the Partnership's general partner. Such removal may require the Partnership to pay a fee and other payments to the Partnership's general partner and/or its affiliates and may result in acceleration of certain of the Partnership's debt obligations and/or the Partnership's incurrence of expenses pursuant to provisions of such debt obligations, which may have an adverse effect on the Partnership. See "Introduction" and Section 8 of the Offer to Purchase. INTRODUCTION The first paragraph of the Introduction to the Offers to Purchase is hereby amended to provide in its entirety as follows: High River Limited Partnership hereby offers to purchase Units in the amount set forth above and at the Purchase Price set forth above, net to the seller in cash, without interest, less the amount of distributions per Unit, if any, made by the Partnership from the date of the commencement of the Offer, as it may be supplemented or amended from time to time, until the Expiration Date, upon the terms and subject to the conditions set forth in the Offer. Limited Partners who tender their Units in response to the Offer will not be obligated to pay any commissions or partnership transfer fees. The Purchaser has retained D.F. King & Co., Inc. to act as Information Agent (the "Information Agent") and IBJ Schroder Bank & Trust Company to act as Depositary (the "Depositary") in connection with the Offer. The Purchaser will pay all charges and expenses in connection with the services of the Information Agent and the Depositary. The Offer is not conditioned on any minimum number of Units being tendered. Subject to the Minimum Units Requirements, a Limited Partner may tender any or all of the Units owned by that Limited Partner. Notwithstanding any provision contained in the Offer to Purchase or any related document, under no circumstances will the Purchaser be required to accept any Units the transfer of which to the Purchaser would be prohibited by the Partnership Agreement or any regulation or procedure adopted thereunder. Beginning on August 22, 1995, the Purchaser and the Partnership's general partner had been engaged in discussions concerning the possible acquisition by the Purchaser of substantially all of the interest in the Partnership's general partner and the manager of the Partnership's properties, McNeil Real Estate Management, Inc. ("McREMI") (which is an affiliate of the Partnership's general partner), the Offer and the settlement of litigation between the Purchaser and the Partnership's general partner and the Partnership, among others. Such discussions have terminated. See Section 13 of the Offer to Purchase. The third bullet of the Introduction to the Offers to Purchase for McNeil Pacific Investors Fund 1972 and McNeil Real Estate Fund V, Ltd., and the fourth bullet of the Introduction to each of the other Offers to Purchase, contained in the Supplements to the Offers to Purchase dated 21, 1995, are hereby amended to provide in their entirety as follows: o Although the Purchaser is making the Offer for investment purposes, it may, depending on the number of Units it acquires pursuant to the Offer, be in a position to influence control of the Partnership and to influence voting decisions with respect to the Partnership and may seek to remove the Partnership's general partner. Such removal may require the Partnership to pay a fee and other payments to the Partnership's general partner and/or its affiliates and may result in acceleration of certain of the Partnership's debt obligations and/or the Partnership's incurrence of expenses pursuant to provisions of such debt obligations, which may have an adverse effect on the Partnership. See Section 8 of the Offer to Purchase. The fourth bullet of the Introduction to the Offers to Purchase for McNeil Pacific Investors Fund 1972 and McNeil Real Estate Fund V, Ltd., and the fifth bullet of the Introduction to each of the other Offers to Purchase, contained in the Supplements to the Offers to Purchase dated 21, 1995, are hereby amended in their entirety to provide as follows: o Based primarily on financial and other information relating to the Partnership that is publicly available in its Form 10-K filed with the Commission and the Due Diligence Information (as defined in the portion of Section 13 of the Offer to Purchase entitled "Valuation Analysis"), the Purchaser, solely for consideration with other information in connection with preparing and evaluating the bid set forth in the Offer, calculated the NAV (exclusive of the Cash Position), as set forth in the table contained in Section 13 of the Offer to Purchase. When 3 determining the value of Units and deciding whether to tender Units pursuant to the Offer, a Limited Partner should consider both the NAV and the Cash Position (which, due to its method of valuation of the Units, the Purchaser did not include in such NAV). The Purchaser has not conducted any appraisal of the Partnership's properties and has no independent basis whatsoever for determining the accuracy or completeness of the Partnership's publicly filed financial information and the Due Diligence Information or for determining to what extent, if any, the NAV represents the true net asset value of each Unit. See Section 13 of the Offer to Purchase. The paragraph in the Introduction to the Offers to Purchase, entitled "Reasons for the Offer" is hereby amended to provide in its entirety as follows: Although the Purchaser is making the Offer for investment purposes and with a view to making a profit, it may, depending on the number of Units it acquires pursuant to the Offer, be in a position to influence control of the Partnership and to influence voting decisions with respect to the Partnership and may seek to remove the Partnership's general partner. Such removal may require the Partnership to pay a fee and other payments to the Partnership's general partner and/or its affiliates and may result in acceleration of certain of the Partnership's debt obligations and/or the Partnership's incurrence of expenses pursuant to provisions of such debt obligations, which may have an adverse effect on the Partnership. See Section 8 of the Offer to Purchase. The last paragraph in the Introduction to the Offers to Purchase is hereby amended to provide in its entirety as follows: All of the Information with respect to the Partnership contained in the Offer to Purchase has been derived from documents and reports publicly filed by the Partnership or the Due Diligence Information (as defined in the portion of Section 13 of the Offer to Purchase entitled "Valuation Analysis"). Although the Purchaser has no information that any statements or information contained in the Offer to Purchase based upon such documents, reports and Due Diligence Information are untrue, the Purchaser cannot take responsibility for the accuracy or completeness of the information concerning the Partnership contained in such documents, reports and Due Diligence Information or for any failure by the Partnership to disclose events which may have occurred and may affect the significance or accuracy of any such information but which are unknown to the Purchaser. THE OFFER Section 8. Future Plans of the Purchaser. Section 8 of the Offers to Purchase is hereby amended to provide in its entirety as follows: Although the Purchaser is making the Offer for investment purposes and with a view to making a profit, it may, depending on the number of Units it acquires pursuant to the Offer, be in a position to influence control of the Partnership and to influence voting decisions with respect to the Partnership. The Purchaser is currently assessing the feasibility of removing the Partnership's general partner and/or McREMI. Removal of the Partnership's general partner requires the vote of Limited Partners holding a majority of the Units. Removal of the Partnership's general partner and/or McREMI may, under certain circumstances, require the Partnership to make certain payments to the Partnership's general partner and/or its affiliates (including McREMI) (collectively, the "Termination Payments") and may result in acceleration of certain of the Partnership's debt obligations and/or the Partnership's incurrence of expenses pursuant to provisions of such debt obligations, which may have an adverse effect on the Partnership. See "Introduction" of the Offer to Purchase. If the Purchaser concludes that it is feasible to remove the Partnership's general partner and/or McREMI or otherwise take action which would result in the Partnership's general partner and/or McREMI ceasing to act in their current capacities (such removal or cessation, a "Termination") without the imposition of Termination Payments, it will seek to do so. Absent the feasibility of the foregoing, the Purchaser will consider whether or not to seek Termination of the Partnership's general partner and/or McREMI. In connection with any such determination, the Purchaser will consider the overall costs associated with such Termination. In connection with any attempted Termination of the Partnership's general partner or McREMI, the Purchaser will seek its appointment or the appointment of another party as the successor general partner of the Partnership or the property manager of the Partnership, as the case may be. The Purchaser has not previously acted as the general partner or property manager of a limited partnership which is engaged in the business of owning real estate such as the Partnership and has not, at this time, sought to negotiate any arrangements with other parties to act in such capacities. Following the completion 4 of the Offer, the Purchaser and/or persons related to or affiliated with it may acquire additional Units or may sell Units. Any acquisition may be made through private purchases, through one or more future tender or exchange offers or by any other means deemed advisable. Any acquisition may be at a price higher or lower than the price to be paid for the Units purchased pursuant to the Offer, and may be for cash or other consideration. The Purchaser also may consider selling some or all of the Units it acquires pursuant to the Offer to persons not yet determined, which may include the Partnership's general partner and/or an affiliate of the Partnership's general partner. Section 10. Voting by the Purchaser. The first paragraph of Section 10 of the Offers to Purchase is hereby amended to provide in its entirety as follows (Limited Partners are advised to consult the table immediately following this paragraph to determine the figures applicable to their respective Partnerships): Depending on the number of Units it acquires pursuant to the Offer, the Purchaser may be in a position to influence control of the Partnership and to influence voting decisions with respect to the Partnership and the Purchaser may seek to remove the Partnership's general partner. Under the Partnership Agreement, Limited Partners holding a majority of the Units are entitled to remove the Partnership's general partner at any time for cause and, beginning on the date set forth on the table immediately following this paragraph, without cause. Such removal may require the Partnership to pay a fee and other payments to the Partnership's general partner and/or its affiliates and may result in acceleration of certain of the Partnership's debt obligations and/or the Partnership's incurrence of expenses pursuant to provisions of such debt obligations, which may have an adverse effect on the Partnership. See Section 8 of the Offer to Purchase. In addition, Limited Partners holding a majority of the Units, with the concurrence of the Partnership's general partner, are entitled to take action with respect to a variety of matters, including dissolution of the Partnership and most types of amendments to the Partnership Agreement, but the Purchaser has no present intention of doing so. Partnership Removal Date Without Cause ----------- -------------------------- McNeil Pacific Investors Fund 1972 ......... any time McNeil Real Estate Fund V, Ltd. ............ any time McNeil Real Estate Fund IX, Ltd. ........... beginning Nov. 12, 1995 McNeil Real Estate Fund X, Ltd. ............ beginning Oct. 9, 1995 McNeil Real Estate Fund XI, Ltd. ........... beginning Aug. 6, 1995 McNeil Real Estate Fund XIV, Ltd. .......... beginning Sept. 20, 1995 McNeil Real Estate Fund XV, Ltd. ........... beginning Oct. 11, 1995 McNeil Real Estate Fund XX, L.P. ........... any time McNeil Real Estate Fund XXIV, L.P. ......... beginning March 30, 1996 McNeil Real Estate Fund XXV, L.P. .......... beginning March 26, 1996 Section 13. Background of the Offer. The portion of Section 13 of each of the Offers to Purchase entitled "Prior Contacts with the Partnership" is hereby amended by adding the following to the end of such portion: On the evening of August 22, 1995 and the morning of August 23, 1995, Mr. Icahn and a representative met with Robert A. McNeil, Carole J. McNeil (the Chairman and Co-Chairman of the corporate general partner of the Partnership's general partner) and their representatives regarding possible settlement of the pending litigation respecting the Offers. Those discussions involved, among other things, the possibility of a transaction pursuant to which Mr. Icahn or his affiliates would acquire substantially all of the interest in the Partnership's general partner and would acquire McREMI. In connection with those settlement discussions, the Partnership's general partner and the Purchaser entered into an agreement on August 24, 1995 (the "August 24th Agreement"), pursuant to which they agreed that until September 7, 1995 (which date was ultimately extended to September 18, 1995 pursuant to various extension agreements dated September 7, 1995, September 12, 1995, and September 15, 1995 (the "Extension Agreements" and, together with the August 24th Agreement, the "Standstill Agreement")): (i) the Partnership's general partner and its affiliates would not seek to acquire any securities of the Partnerships or their affiliates or otherwise propose or engage in discussions regarding the transactions involving the Partnerships or their 5 affiliates; (ii) they would each cause their respective information agents to respond to limited partner inquiries only by indicating that settlement discussions were ongoing; (iii) the Purchaser and its affiliates would be permitted to conduct reasonable due diligence (the "Due Diligence") with respect to the Partnership's general partner and the Partnerships and their affiliates (subject to certain confidentiality obligations); and (iv) except as required by law, they would not mail any information to the limited partners of the Partnerships and would hold in abeyance all of their litigation proceedings and the demands made by the Purchaser for lists of limited partners and information and/or transfers of units of the Partnerships. The Standstill Agreement (as modified by a letter agreement dated September 19, 1995) provides that the Purchaser, Carl C. Icahn and their affiliates would not, prior to August 24, 1996, attempt to acquire any securities of partnerships (other than the Partnerships) controlled by Robert A. McNeil, or propose to enter into business combinations with them or make proxy solicitations with respect thereto (other than purchase at auction or through privately negotiated transactions or otherwise, of a block of approximately 2,995,000 units of limited partnership interest in McNeil Real Estate Fund XXVI, L.P. and blocks of approximately 399,500 and 100,000 units of limited partnership interest in McNeil Real Estate Fund XXVII, L.P.). Pursuant to the August 24th Agreement, the Purchaser agreed to extend the Expiration Dates of the Offers until September 12, 1995 with the Partnership's general partner having the ability to require the Purchaser to extend the Expiration Dates of the Offers to September 20, 1995 (such Expiration Dates ultimately were extended pursuant to various Extension Agreements through October 2, 1995). On August 25, 1995, representatives of Mr. Icahn traveled to Dallas, Texas to engage in "due diligence" activities at the headquarters of McREMI. As part of its diligence activities at McREMI, representatives of Mr. Icahn reviewed and gathered non-public information regarding McREMI, the Partnership's general partner, the Partnerships and their affiliates. Those activities at the McREMI headquarters, which continued through August 30, 1995, involved meeting with senior management and others. Thereafter, the process of gathering information and conducting diligence continued by telephone and through the exchange of documents, through September 19, 1995. During the period from August 24, 1995 through September 19, 1995, Carl C. Icahn and representatives of Mr. Icahn and his affiliates (including the Purchaser) and Robert A. McNeil, Carole J. McNeil, the Partnership's general partner and their representatives engaged in ongoing negotiations involving various different members of their respective negotiating teams. Those meetings were conducted by telephone and at the offices of counsel to the respective parties and included the exchange of numerous drafts of various agreements. The negotiations involved, among other things, discussion of: (i) a transaction in which an affiliate of Mr. Icahn would acquire substantially all of the interests in the Partnership's general partner and would acquire McREMI; (ii) potential modifications to the outstanding Offers; (iii) cooperation to be provided by the Partnership's general partner to facilitate the Offers; and (iv) agreements with respect to settlement of outstanding litigation, both among the parties and against the Partnership's general partner, McREMI and Mr. and Mrs. McNeil, among others, instituted following the commencement of the Offers. The negotiations and due diligence review involved extensive discussion of and negotiation concerning many facets of the financial condition, tax aspects, operations, and business of McREMI, the Partnership's general partner, the Partnerships and their affiliates. On September 19, 1995, in a meeting conducted at the offices of counsel to Mr. and Mrs. McNeil, negotiations reached an impasse and were discontinued. Additional conversations after that date failed to result in a resumption of negotiations. The portion of Section 13 of each of the Offers to Purchase entitled "Valuation Analysis" is hereby amended to provide in its entirety as follows (Limited Partners are advised to consult the table contained in this Section to determine the figures applicable to their respective Partnerships): Valuation Analysis. While conducting the Due Diligence, the Purchaser reviewed certain non-public documents and information prepared by or on behalf of the Partnership to which it did not previously have access. Among such documents and information were the Cash Position and net operating income figures of the Partnership for a portion of its current fiscal year (which the Purchaser reduced to reflect normal capital expenditures) (the "Due Diligence Information"). The Purchaser utilized such net operating income figures (as so reduced) in the preparation of an annualized net operating income figure for the Partnership (the "NOI"). Due primarily to the NOI and the Cap Rate (as defined below), the Purchaser has revised its estimate of the net asset value per Unit of the Partnership (the "NAV") (exclusive of the Cash Position). In order to calculate the NAV, the Purchaser divided: (i) the difference between (x) the quotient of the NOI and a capitalization rate deemed appropriate by the Purchaser (the "Cap Rate") and (y) the sum of "Mortgage Notes Payable" (with estimated discounts, if applicable, added back) and "Payable to Affiliates--General Partner" as such items are 6 set forth in the Partnership's most recent Form 10-Q filed with the Commission; by (ii) the number of outstanding Units. The NOI, the NAV, the Cap Rate and the Cash Position for the Partnership are set forth in the table immediately following this paragraph. The Purchaser's prior estimate of the net asset value per Unit (which was calculated prior to the Purchaser's calculation of the NOI) (the "Prior NAV") as well as the capitalization rate utilized by the Purchaser to calculate such estimate (the "Prior Cap Rate") and the amount of cash and cash equivalents per Unit for the Partnership as of March 31, 1995 (which is contained in the Offer to Purchase prior to this Supplement) (the "Prior Cash Position") are also set forth in the table immediately following this paragraph. Limited Partners should note that the calculations resulting in the NAV are based on rough estimates and that the values resulting therefrom may not be indicative of actual values to any extent. It should also be noted that investors may disagree as to the appropriate capitalization rate to be applied, and Limited Partners are advised that the utilization of a lower capitalization rate results in a higher estimate of aggregate value. When determining the value of Units and deciding whether to tender Units pursuant to the Offer, a Limited Partner should consider both the NAV and the Cash Position (which, due to its method of valuation of the Units, the Purchaser did not include in such NAV).
Prior Prior Cap Cash Prior Cap Cash Partnership NAV NOI Rate Position NAV Prior NOI Rate Position ----------- --- ------ ---- -------- ----- --------- ------ -------- McNeil Pacific Investors Fund 1972 ... $133.00 $ 447,936.00 11.00% $ 59.00 $146.00 $ 447,936.00 10.50% $70.00 McNeil Real Estate Fund V, Ltd. .......... 560.00 2,269,031.00 10.50% 111.00 568.00 2,175,819.00 10.00% 99.00 McNeil Real Estate Fund IX, Ltd. ......... 216.00 8,018,123.00 10.50% 49.00 186.00 7,446,088.00 10.25% 52.00 McNeil Real Estate Fund X, Ltd. .......... 131.00 7,703,187.00 10.50% 18.00 106.00 7,197,541.00 10.50% 17.00 McNeil Real Estate Fund XI, Ltd. ......... 111.00 6,434,109.00 10.50% 24.00 82.00 5,756,264.00 10.25% 22.00 McNeil Real Estate Fund XIV, Ltd. ........ 145.00 4,728,813.00 11.00% 30.00 125.00 4,397,965.00 11.00% 30.00 McNeil Real Estate Fund XV, Ltd. ......... 136.00 4,183,817.00 10.50% 37.00 123.00 3,807,566.00 10.00% 37.00 McNeil Real Estate Fund XX, L.P. ......... 130.00 498,722.00 10.00% 77.00 110.00 384,946.00 10.00% 77.00 McNeil Real Estate Fund XXIV, L.P. ....... 283.00 1,849,193.00 10.50% 55.00 279.00 1,747,534.00 10.00% 47.00 McNeil Real Estate Fund XXV, L.P. ........ 0.36 4,102,677.00 11.00% 0.06 0.33 3,862,488.00 11.00% 0.05 - -------- For the purposes of determining the NOI for each of the Partnerships, other than McNeil Pacific Investors Fund 1972 ("Pacific") and McNeil Real Estate Fund XXIV, L.P. ("Fund XXIV"), the Purchaser utilized net operating income figures for the first seven months of such Partnerships' current fiscal years. For the purposes of determining the NOI for Pacific and Fund XXIV, the Purchaser utilized net operating income figures for the first three months and six months, respectively, of such Partnership's current fiscal years. The Purchaser utilized such shorter time periods because, in its judgment, such periods were more reflective of the value of Pacific and Fund XXIV. Utilization of the seven month time period for Pacific and Fund XXIV would yield lower NOIs and NAVs than those reflected in the above table. For the purpose of determining both of Pacific's NOI and Prior NOI, the Purchaser utilized net operating income figures for the first three months of Pacific's current fiscal year. Accordingly, such NOI and Prior NOI are the same. Upon reconsideration of the age of these Partnerships' properties, the Purchaser determined to raise the Cap Rate.
Section 14. Conditions of the Offer. The Purchaser has waived the conditions contained in paragraphs (e) and (f) of Section 14 of the Offers to Purchase. 7 EXHIBIT A McNeil Pacific Investors Fund 1972 Section 8. Transfer of Units. 8.1 Registration of Transfer of Units. Units shall be transferable on the records of the Partnership to a new holder only (i) by the registered holder thereof, or in appropriate cases his personal representative, (ii) as part of a transfer of five (5) or more whole Units to the new holder, and (iii) after delivery to the General Partners of the holder's Units (represented by the holder's copy of the Restated Certificate and Agreement of Limited Partnership executed by the General Partner and evidencing the holder's Units) and a written instrument of assignment of such Units in form satisfactory to the General Partners, duly endorsed by the registered holder or his personal representative or authorized agent, accompanied by such assurance of the genuineness and effectiveness of each endorsement and of the obtaining of any required consents or authorizations of any governmental or other authorities as may reasonably be required by the General Partners. Transfers of fewer than five (5) Units to a new holder or of fractions of Units shall not be registered or recognized for any purpose by the Partnership, unless (a) the General Partners in their discretion agree otherwise and (b) according to the records of the Partnership the transferee already is or at some time in the past has been a registered holder of at least five (5) units. McNeil Real Estate Fund V, Ltd. 12. Assignment of Partnership Units 12.1 Holders shall have the right to assign five or more whole Units by a written instrument of assignment, the terms of which are not in contravention of any of the provisions of this Partnership Agreement, which instrument has been duly executed by the assignor of such Units. A Limited Partner shall notify the General Partners of any assignment of a beneficial interest in any Units which occurs without a transfer of record ownership. 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. 12. Issuance, Transfer, and Exchange of Certificates 12.2. Registration of Units; Registration of Transfer and Exchange. (c) Limited Partners shall have the right to assign ten (10) or more whole Units, provided, however, unless prohibited by any applicable state securities law, three (3) Units may be acquired or retained by IRA or Keogh Plans, and provided further that a Limited Partner must assign all of his Units if he would otherwise retain less than the minimum amount. Every Certificate surrendered for registration of transfer or exchange shall be duly endorsed on the reverse side thereof, or be accompanied by a written instrument of transfer in form satisfactory to the General Partner or the Transfer Agent, as the case may be, duly executed by the Limited Partner or such Limited Partner's attorney duly authorized in writing. Every Certificate surrendered for registration of transfer shall be accompanied by a Transfer Application or other written instrument of acceptance to the same effect in form satisfactory to the General Partner or the Transfer Agent, as the case may be, duly executed by the transferee or such transferee's attorney duly authorized in writing. Notwithstanding anything to the contrary in this Paragraph 12, the General Partner, in its discretion and upon notice to the Limited Partners, may adopt an alternative procedure for the registration of Units and transfers of Units, including, without limitation, providing for uncertificated securities. A-1 McNeil Investors Fund XX, L.P. 12. Issuance, Transfer, and Exchange of Certificates 12.2 Registration of Units; Registration of Transfer and Exchange. (c) Limited Partners shall have the right to assign ten (10) or more whole Units, provided, however, unless prohibited by any applicable state securities law, two (2) Units may be acquired or retained by IRA or Keogh Plans, and provided further that a Limited Partner must assign all of his Units if he would otherwise retain less than the minimum amount. Every Certificate surrendered for registration of transfer or exchange shall be duly endorsed on the reverse side thereof, or be accompanied by a written instrument of transfer in form satisfactory to the General Partner or the Transfer Agent, as the case may be, duly executed by the Limited Partner or such Limited Partner's attorney duly authorized in writing. Every Certificate surrendered for registration of transfer shall be accompanied by a Transfer Application or other instrument of acceptance to the same effect in form satisfactory to the General Partner or the Transfer Agent, as the case may be, duly executed by the transferee or such transferee's attorney duly authorized in writing. Notwithstanding anything to the contrary in this Paragraph 12, the General Partner, in its discretion and upon notice to the Limited Partners, may adopt an alternative procedure for the registration of Units and transfers of Units, including, without limitation, providing for uncertificated securities. McNeil Investors Fund XXIV, L.P. 12. Issuance, Transfer, and Exchange of Certificates 12.2 Registration of Units; Registration of Transfer and Exchange. (c) Limited Partners shall have the right to assign 5 or more whole Units, provided, however, unless prohibited by any applicable state securities law, 1 Unit may be acquired or retained by IRA or Keogh Plans, and provided further that a Limited Partner must assign all of his Units if he would otherwise retain less than the minimum amount. Every Certificate surrendered for registration of transfer or exchange shall be duly endorsed on the reverse side thereof, or be accompanied by a written instrument of transfer in form satisfactory to the General Partner or the Transfer Agent, as the case may be, duly executed by the Limited Partner or such Limited Partner's attorney duly authorized in writing. Every Certificate surrendered for registration of transfer shall be accompanied by a Transfer Application or other written instrument of acceptance to the same effect in form satisfactory to the General Partner or the Transfer Agent, as the case may be, duly executed by the transferee or such transferee's attorney duly authorized in writing. Notwithstanding anything to the contrary in this Paragraph 12, the General Partner, in its discretion and upon notice to the Limited Partners, may adopt an alternative procedure for the registration of Units and transfers of Units, including, without limitation, providing for uncertificated securities. McNeil Investors Fund XXV, L.P. 12. Issuance, Transfer, and Exchange of Certificates 12.2 Registration of Units; Registration of Transfer and Exchange. (c) Limited Partners shall have the right to assign 5,000 or more whole Units, provided, however, unless prohibited by any applicable state securities law, 1,000 Units may be acquired or retained by IRA or Keogh Plans, and provided further that a Limited Partner must assign all of his Units if he would otherwise retain less than the minimum amount. Every Certificate surrendered for registration of transfer or exchange shall be duly endorsed on the reverse side thereof, or be accompanied by a written instrument of transfer in form satisfactory to the General Partner or the Transfer Agent, as the case may be, duly executed by the Limited Partner or such Limited Partner's attorney duly authorized in writing. Every Certificate surrendered for registration of transfer shall be accompanied by a Transfer Application or other written instrument of acceptance to the same effect in form satisfactory to the General Partner or the Transfer Agent, as the case may be, duly executed by the transferee or such transferee's attorney duly authorized in writing. Notwithstanding anything to the contrary in this Paragraph 12, the General Partner, in its discretion and upon notice to the Limited Partners, may adopt an alternative procedure for the registration of Units and transfers of Units, including, without limitation, providing for uncertificated securities. A-2 Manually signed facsimile copies of the Assignments of Partnership Interest and the Confirmation Letters will be accepted. The Assignments of Partnership Interest, the Confirmation Letters, the Certificates and any other required documents should be sent or delivered by each Limited Partner or such Limited Partner's broker, dealer, bank, trust company or other nominee to the Depositary as set forth below. The Depositary for the Offer is: IBJ SCHRODER BANK & TRUST COMPANY By Mail: P.O. Box 84 Bowling Green Station New York, New York 10274-0084 Attn: Reorganization Operations Department By Hand/Overnight Delivery: One State Street New York, New York 10004 Attn: Securities Processing Window, Subcellar One, (SC-1) By Facsimile: (212) 858-2611 Confirm by Telephone: (212) 858-2103 Questions and requests for assistance or for additional copies of the Offers to Purchase, the Assignments of Partnership Interest and the Confirmation Letters may be directed to the Information Agent at its telephone number and address listed below. You may also contact your broker, dealer, bank, trust company or other nominee for assistance concerning the Offer. The Information Agent for the Offer is: D.F. KING & CO., INC. 77 Water Street New York, New York 10005 (212) 269-5550 (Collect) or (800) 628-8538 (Toll Free) EX-20 3 LETTER High River Limited Partnership c/o Icahn Associates Corp. 114 West 47th Street New York, NY 10036 September 29, 1995 To the holders of units of limited partnership interests in the Partnerships: Dear Limited Partner: As you know, High River Limited Partnership, a Delaware limited partnership (the "Purchaser") has commenced tender offers (the "Tender Offers") to purchase units of limited partnership interest ("Units") in the Partnerships from holders of Units (each, a "Limited Partner") upon the terms and subject to the conditions set forth in the Offers to Purchase dated August 3, 1995, as amended and supplemented from time to time (the "Offers to Purchase"), and the related Assignments of Partnership Interest and Confirmation Letters (collectively with the Offers to Purchase, the "Offers"). This letter is being sent to you by the Purchaser to inform you of certain recent events relating to the Offers and to clarify the procedures for tendering your Units to the Purchaser. Unless otherwise defined herein, capitalized terms used herein shall have the meanings attributed to them in the Offers to Purchase. Prior Events Relating to the Offer On September 28, 1995, the Purchaser announced the extension of the Expiration Dates of the Offers to 12:00 midnight, New York City time, on October 6, 1995. The Purchaser and McNeil Partners, L.P., the general partner of each of the Partnerships ("McNeil Partners"), had been engaged in settlement discussions which, among other things, related to: (i) settlement of litigation with respect to the Tender Offers for the Partnerships; and (ii) the acquisition of substantially all of the interest in the Partnerships' general partner and the property manager of the Partnerships by affiliates of Carl C. Icahn. Those discussions broke off. Further, neither McNeil Partners, nor its affiliates, has commenced a tender offer for the Partnerships, despite various statements by McNeil Partners suggesting that they might do so. In light of this state of affairs, the Purchaser determined that the extension of the Expiration Dates of the Tender Offers will be the final extension. Limited Partners may wish to consider that: (i) there is no active trading market for the Units; (ii) the Purchaser's Offer provides liquidity for Limited Partners who would like to sell their Units; and (iii) the Purchaser's Offer is currently the only Offer for the Units. Limited Partners are urged to review the Offers to Purchase in their entirety in determining whether to tender their Units. Procedures for Tender of Units In order to complete the tender of your Units to the Purchaser, you must deliver to the Depositary for the Offer, IBJ Schroder Bank & Trust Company, at its address set forth on the back cover of the Offers to Purchase, the following: (i) a properly completed and duly executed Assignment of Partnership Interest, any other documents required by the Assignment of Partnership Interest (or facsimiles thereof) and the associated Certificates; and (ii) a properly completed and duly executed Confirmation Letter (or a facsimile thereof). If you have any questions or need assistance in tendering your Units, please call the Information Agent for the Offers, D.F. King & Co., Inc., at (212) 269-5550 (Collect) or at (800) 628-8538 (Toll Free). HIGH RIVER LIMITED PARTNERSHIP - --------- 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.; each a California limited partnership, are each referred to individually as a "Partnership" and collectively as the "Partnerships". -----END PRIVACY-ENHANCED MESSAGE-----