-----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, MZHFtcjlxdaLIJ8fLexmAYmt5pjbQBaoF6KuGeIO9RKUFFHWnSig24NNCx4quIeo YfLvsNuodQV0RY/wSzZnfA== 0000950110-96-001321.txt : 19961104 0000950110-96-001321.hdr.sgml : 19961104 ACCESSION NUMBER: 0000950110-96-001321 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19961101 SROS: NONE 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: 96653129 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 AMEND. #4 TO SCHEDULE 14D-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. 4) and Amendment No. 9 to Schedule 13D 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 50 7 (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 Valuation*: $10,060,487 Amount of filing fee: $2,013 - ------------------------------------------------------------------ * For purposes of calculating the filing fee only. This amount assumes the purchase of 95,723 Units of the Partnership (consisting of all outstanding Units other than Units owned by the Bidder and its affiliate) at $105.10 in cash per Unit. The amount of the filing fee, calculated in accordance with Rule 0-11(d) under the Securities Exchange Act of 1934, as amended, equals 1/50th of one percent of the aggregate of the cash offered by the bidder. [x] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: $2,013 Form or Registration No.: Schedule 14D-1 Filing Party: High River Limited Partnership, Riverdale LLC, Unicorn Associates Corporation and Carl C. Icahn Dated Filed: September 20, 1996 * 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. AMENDMENT NO 4. TO SCHEDULE 14D-1 This Amendment No. 4 amends the Tender Offer Statement on Schedule 14D-1 filed with the Commission on September 20, 1996 (the "Schedule 14D-1") by High River Limited Partnership, a Delaware limited partnership (the "Purchaser"), Riverdale LLC, a New York limited liability company, Unicorn Associates Corporation, a New York corporation ("Unicorn"), and Carl C. Icahn (collectively, the "Reporting Persons") relating to the tender offer by the Purchaser to purchase any and all limited partnership units (the "Units") of McNeil Real Estate Fund XV, Ltd., a California limited partnership, other than Units owned by the Purchaser and Unicorn, at a purchase price of $105.10 per Unit, net to the seller in cash, without interest, less the amount of distributions per Unit, if any, declared or made by the Partnership between August 15, 1996 and the date of payment of the Purchase Price by the Purchaser, upon the terms and subject to the Offer to Purchase dated September 20, 1996 (the "Offer to Purchase") and in the related Assignment of Partnership Interest, as each may be supplemented and amended from time to time (which together constitute the "Offer"), to include the information set forth below. This Amendment also constitutes Amendment No. 9 to the Schedule 13D filed by the Reporting Persons on November 13, 1995, as amended by Amendment Nos. 1 through 8 thereto filed on November 15, 1995, January 16, 1996, May 24, 1996, August 5, 1996, September 20, 1996, September 25, 1996, October 9, 1996 and October 21, 1996, respectively. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Schedule 14D-1 and the Offer to Purchase. Item 10. Additional Information. Item 10(f) is hereby supplemented and amended as follows: The information set forth in Exhibit 28 attached hereto is incorporated herein by reference. Item 11. Materials to Be Filed as Exhibits. Item 11 is hereby supplemented and amended to add the following: (c) Exhibit 28. Press Release dated November 1, 1996. Exhibit 29. Letter from the Purchaser to the Limited Partners of McNeil Real Estate Fund XV, Ltd., dated October 31, 1996. SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: November 1, 1996 HIGH RIVER LIMITED PARTNERSHIP By: Riverdale LLC, General Partner and RIVERDALE LLC By: /s/ ROBERT J. MITCHELL ------------------------------------- Robert J. Mitchell Title: Manager, Vice President and Treasurer /s/ THEODORE ALTMAN ------------------------------------- Carl C. Icahn By: Theodore Altman as Attorney-in-fact UNICORN ASSOCIATES CORPORATION By: /s/ EDWARD MATTNER ------------------------------------- Edward Mattner Title: President [Signature Page for Amendment No. 4 to McNeil Pacific Investors Fund 1972 Schedule 14D-1 and Amendment No. 8 to Schedule 13D; Amendment No. 4 to McNeil Real Estate Fund IX, Ltd. Schedule 14D-1 and Amendment No. 9 to Schedule 13D; Amendment No. 4 to McNeil Real Estate Fund X, Ltd. Schedule 14D-1 and Amendment No. 10 to Schedule 13D; Amendment No. 4 to McNeil Real Estate Fund XI, Ltd. Schedule 14D-1 and Amendment No. 9 to Schedule 13D; Amendment No. 4 to McNeil Real Estate Fund XIV, Ltd. Schedule 14D-1 and Amendment No. 10 to Schedule 13D; Amendment No. 4 to McNeil Real Estate Fund XV, Ltd. Schedule 14D-1 and Amendment No. 9 to Schedule 13D; Amendment No. 4 to McNeil Real Estate Fund XX, L.P. Schedule 14D-1 and Amendment No. 9 to Schedule 13D; Amendment No. 4 to McNeil Real Estate Fund XXIV, L.P. Schedule 14D-1 and Amendment No. 9 to Schedule 13D; and Amendment No. 4 to McNeil Real Estate Fund XXV, L.P. Schedule 14D-1 and Amendment No. 9 to Schedule 13D] EXHIBIT INDEX Page Number ----------- Exhibit 28. Press Release dated November 1, 1996. Exhibit 29. Letter from the Purchaser to the Limited Partners of McNeil Real Estate Fund XV, Ltd., dated October 31, 1996. EX-28 2 PRESS RELEASE EXHIBIT 28 Contact: Beacon Hill Partners, Inc. (800) 253-3814 FOR IMMEDIATE RELEASE HIGH RIVER TENDER OFFERS FOR MCNEIL LIMITED PARTNERSHIPS EXTENDED New York, New York, November 1, 1996--High River Limited Partnership ("High River") announced today that it has extended the expiration date of its tender offers (the "Tender Offers") for units of limited partnership interest ("Units") in each of McNeil Pacific Investors Fund 1972 ("MPIF"), McNeil Real Estate Fund IX, Ltd. ("MREF IX"), McNeil Real Estate Fund X, Ltd. ("MREF X"), McNeil Real Estate Fund XI, Ltd. ("MREF XI"), McNeil Real Estate Fund XIV, Ltd. ("MREF XIV"), McNeil Real Estate Fund XV, Ltd. ("MREF XV"), McNeil Real Estate Fund XX, L.P. ("MREF XX"), McNeil Real Estate Fund XXIV, L.P. ("MREF XXIV"), McNeil Real Estate Fund XXV, L.P. ("MREF XXV"), McNeil Real Estate XXVI, L.P. ("MREF XXVI"), and McNeil Real Estate Fund XXVII, L.P. ("MREF XXVII"). The Tender Offers, as extended, will expire at 12:00 midnight, New York City time, on Friday, November 22, 1996. Approximately 5,181 Units of MPIF, 3,524 Units of MREF IX, 13,012 Units of MREF X, 15,546 Units of MREF XI, 1,993 Units of MREF XIV, 2,726 Units of MREF XV, 1,558.124 Units of MREF XX, 2,311 Units of MREF XXIV, 1,209,685 Units of MREF XXV, 806,604 Units of MREF XXVI and 106,817 Units of MREF XXVII have been tendered to the depositary pursuant to the Tender Offers. The Tender Offers are being made pursuant to Offers to Purchase dated September 20, 1996, as amended. EX-99.29 3 LETTER HIGH RIVER LIMITED PARTNERSHIP To the Limited Partners of McNeil Real Estate Fund XV, Ltd. Dear Limited Partner: As you know, High River Limited Partnership is offering to purchase any and all of your Units in McNeil Real Estate Fund XV, Ltd., for cash, at a price of $105.10 per Unit (less the amount of any distributions declared or made by the Partnership between August 15, 1996 and the date the purchase price is paid). If you accept High River's offer, you will not have to pay brokerage commissions and we will pay the transfer fees charged by the General Partner. THE HIGH RIVER OFFER HAS BEEN EXTENDED AND IS CURRENTLY SCHEDULED TO EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON NOVEMBER 22, 1996. High River's offering price was established pursuant to an agreement with lawyers representing Limited Partners in litigation against the General Partner. After this offer ends, there can be no assurance that High River will seek to purchase any additional Units, through a tender offer or otherwise, or, if it does so, that the price will be as favorable to you. The General Partner has urged you to reject High River's offer. It has spent the Partnership's money (that is to say, YOUR MONEY) on litigation to stop the offer and to prevent High River from communicating directly with you -- that is, the General Partner is spending your money to prevent you from having the opportunity to make a free choice. Ask yourself whether the General Partner is acting in your interest or in its own selfish interests in fighting so hard to prevent High River from acquiring Units. We believe that the General Partner views High River as a threat to its control of the Partnership and the substantial profits it has derived. THE FACTS SPEAK FOR THEMSELVES! COMPARE YOUR RESULTS AND THE GENERAL PARTNER'S RESULTS SINCE INCEPTION OF THE PARTNERSHIP IN 1984. Amount of Original Investment Total Distributions(1) ------------------- ---------------------- LIMITED PARTNERS: $50,759,500 $1,800,000 Amount of Fees and Original Investment Reimbursements(1) ------------------- ----------------- GENERAL PARTNER: $1,000 $16,100,000 - ----------- (1) Total Distributions to Limited Partners do not include a distribution of approximately $500,000 which the General Partner says it paid on August 30, 1996. Fees and Reimbursements to the General Partner consist of property management fees, asset management fees, contingent management incentive distribution fees, construction fees, acquisition fees, general and administrative reimbursements, brokerage commissions and refinancing fees/reimbursements accrued or paid to the General Partner and its affiliates from the inception of the Partnership through June 30, 1996, as reported in the Partnership's public filings. Some of this amount was paid to affiliates of Southmark Corporation which served as General Partner and property manager between 1986 and 1991. If you look at this Partnership together with the ten other McNeil partnerships for which High River is tendering, we find that the General Partner has paid a total of only $5,300 for its eleven general partner interests, but unbelievably, has charged or received a total of approximately $225,300,000. Limited Partners in these eleven partnerships were not quite so fortunate. For the $600,800,000 they put up, they have received distributions of only $163,700,000. It is also important to realize that Limited Partners have sustained a dramatic loss on the $600,800,000 they originally invested. When it comes to Partnership XV (your Partnership), incredibly, the $1,000 paid for the general partner interest has already yielded $16,100,000 for the General Partner and its affiliates, while the $50,759,500 which you and your fellow Limited Partners put up has produced only $1,800,000 in distributions and has greatly eroded in value. When we made our tender offer last year, the General Partner asked you to believe that a tender offer would be made to counter ours. No other tender offer ever materialized. Now the General Partner asks you to believe that a liquidation of the Partnership is close at hand. Do you really believe that the General Partner will voluntarily end its ability to collect millions from the Partnership? If so, then you may wish to hold on to your Units. If you don't believe the General Partner, then consider that the High River offer affords you an excellent opportunity to sell your Units. This opportunity came about as a result of a promise we made to the plaintiffs' lawyers who are suing the General Partner. When this tender offer ends, High River has no further obligation to the plaintiffs' lawyers or otherwise to make any further offers. CONSIDER THE FOLLOWING FACTORS: PREMIUM OVER RECENT SALES PRICES: The offering price represents a premium over the prices at which Units have recently changed hands. NEED FOR CASH: The offer provides cash to Limited Partners who wish to turn an illiquid investment into cash, without transaction costs. There is no assurance when you will receive additional cash from the Partnership, whether in the form of periodic distributions or upon liquidation. ILLIQUID UNITS: Although there is limited resale activity, there is no established public market for the Units, nor is one expected to develop. NO FURTHER IRS FILING REQUIREMENTS: The offer may be attractive to Limited Partners who wish to avoid future delays, costs and complications in filing personal income tax returns. If you sell your Units to High River, 1996 will be the final year for which you will receive a K-1 tax form for the Partnership. POOR HISTORICAL PERFORMANCE: Cash distributions have been very poor and the Partnership has performed significantly below the General Partner's original expectations. POTENTIAL TAX BENEFITS FROM THE SALE OF YOUR UNITS: Many Limited Partners will realize a tax loss upon the sale of Units to High River. This would occur if the tax basis for a Limited Partner's Units exceeds the amount realized upon sale. This loss may be utilized to offset capital gains and any excess loss can also generally be used to offset up to $3,000 of earned income in any tax year. In addition, if a Limited Partner has carryovers of any suspended "passive losses" allocated in prior years, such suspended losses could be used on the sale of all Units held by such Limited Partner. You should consult your tax advisors as to how this might benefit you. The General Partner has gone to great lengths to squash High River's offer and prevent you from making an informed decision regarding your investment, while depleting Partnership resources to protect its own economic interests. Among other things, the General Partner caused the Partnership to sue High River and to refuse to give us a list of Limited Partners in order to prevent us from contacting you directly. But on October 17, 1996, High River prevailed. A federal judge in Los Angeles denied the request to enjoin our offer and granted High River's request for an order directing the Partnership to turn over a current list of Limited Partners to High River immediately. We urge you to consider carefully this information and High River's Offer to Purchase, dated September 20, 1996, as amended. FOR MORE INFORMATION OR ADDITIONAL COPIES OF THE ASSIGNMENT OF PARTNERSHIP INTEREST, PLEASE CALL THE INFORMATION AGENT: BEACON HILL PARTNERS, INC. (212) 843-8500 (Collect) Or (800) 253-3814 (Toll Free) October 31, 1996 -----END PRIVACY-ENHANCED MESSAGE-----