-----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, L88+NsQlTKXal3aTpVpGU2oZ1urmWt5JmxfCboh335GvAIWMeDXEjsbZAvaV9FSk KSo+7qEOFOQ0Wq1Ef5sreQ== 0000950110-96-001381.txt : 19961115 0000950110-96-001381.hdr.sgml : 19961115 ACCESSION NUMBER: 0000950110-96-001381 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19961113 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: 96662380 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. #5 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. 5) and Amendment No. 10 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 5. TO SCHEDULE 14D-1 This Amendment No. 5 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 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. 10 to the Schedule 13D filed by the Reporting Persons on November 13, 1995, as amended by Amendment Nos. 1 through 9 thereto filed on November 15, 1995, January 16, 1996, May 24, 1996, August 5, 1996, September 20, 1996, September 25, 1996, October 9, 1996, October 21, 1996, and November 1, 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 30 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 30. Press Release dated November 13, 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 13, 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. 5 to McNeil Pacific Investors Fund 1972 Schedule 14D-1 and Amendment No. 9 to Schedule 13D; Amendment No. 5 to McNeil Real Estate Fund IX, Ltd. Schedule 14D-1 and Amendment No. 10 to Schedule 13D; Amendment No. 5 to McNeil Real Estate Fund X, Ltd. Schedule 14D-1 and Amendment No. 11 to Schedule 13D; Amendment No. 5 to McNeil Real Estate Fund XI, Ltd. Schedule 14D-1 and Amendment No. 10 to Schedule 13D; Amendment No. 5 to McNeil Real Estate Fund XIV, Ltd. Schedule 14D-1 and Amendment No. 11 to Schedule 13D; Amendment No. 5 to McNeil Real Estate Fund XV, Ltd. Schedule 14D-1 and Amendment No. 10 to Schedule 13D; Amendment No. 5 to McNeil Real Estate Fund XX, L.P. Schedule 14D-1 and Amendment No. 10 to Schedule 13D; Amendment No. 5 to McNeil Real Estate Fund XXIV, L.P. Schedule 14D-1 and Amendment No. 10 to Schedule 13D; and Amendment No. 5 to McNeil Real Estate Fund XXV, L.P. Schedule 14D-1 and Amendment No. 10 to Schedule 13D] EXHIBIT INDEX Page Number ----------- Exhibit 30. Press Release dated November 13, 1996. EX-99.30 2 PRESS RELEASE EXHIBIT 99.30 FOR IMMEDIATE RELEASE Contact: Beacon Hill Partners, Inc. (212) 843-8500 November 13, 1996 -- High River Limited Partnership ("High River"), a Delaware limited partnership affiliated with Carl C. Icahn, confirmed today that, in connection with its offers to purchase any and all limited partnership Units of McNeil Real Estate Fund XV, Ltd. ("McNeil XV"), McNeil Real Estate Fund XX, L.P. ("McNeil XX"), McNeil Real Estate Fund XXIV, L.P. ("McNeil XXIV"), McNeil Real Estate Fund XXV, L.P. ("McNeil XXV"), McNeil Real Estate Fund XXVI, L.P. ("McNeil XXVI") and McNeil Real Estate Fund XXVII, L.P. ("McNeil XXVII") (collectively, the "Partnerships"), the purchase price per Unit for each of these Partnerships will be reduced by the amount of a distribution made by each Partnership on or about August 30, 1996. The Offers to Purchase, dated September 20, 1996, as amended, relating to the High River offers provide that the purchase price will be reduced by the amount of any distributions declared or made by the Partnerships between August 15, 1996 and the date of payment of the purchase price. After giving effect to such reductions: Limited Partners of McNeil XV tendering to High River will receive $100.24 per Unit; Limited Partners of McNeil XX tendering to High River will receive $170.38 per Unit; Limited Partners of McNeil XXIV tendering to High River will receive $268.13 per Unit; Limited Partners of McNeil XXV tendering to High River will receive $0.252 per Unit; Limited Partners of McNeil XXVI tendering to High River will receive $0.092 per Unit; and Limited Partners of McNeil XXVII tendering to High River will receive $5.62 per Unit. The High River offers will expire at 12:00 midnight, New York City time, on Friday, November 22, 1996. -----END PRIVACY-ENHANCED MESSAGE-----