-----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, Hx8DuOm+ds4Uqx4tmQEn8t0doUCVbdeIsyisCKmNaMm5ZSGna8wX/AdPGKBFKb0A tLgizfC6mhRP1gKrUYtgng== 0000950110-97-000116.txt : 19970110 0000950110-97-000116.hdr.sgml : 19970110 ACCESSION NUMBER: 0000950110-97-000116 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970109 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MCNEIL REAL ESTATE FUND XXVI LP CENTRAL INDEX KEY: 0000793307 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 330168395 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46941 FILM NUMBER: 97503025 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 FORMER COMPANY: FORMER CONFORMED NAME: SOUTHMARK EQUITY PARTNERS III LTD DATE OF NAME CHANGE: 19920413 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 #8 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. 8) (FINAL AMENDMENT) MCNEIL REAL ESTATE FUND XXVI, L.P. (Name of Subject Company [Issuer]) HIGH RIVER LIMITED PARTNERSHIP CARL C. ICAHN (Bidders) LIMITED PARTNERSHIP UNITS (Title of Class of Securities) None (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*:$8,307,232 Amount of filing fee: $1,662 - -------------------------------------------------------------------------------- * For purposes of calculating the filing fee only. This amount assumes the purchase of 86,533,671 Units of the Partnership (consisting of all outstanding Units) at $.096 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: 1,662 Form or Registration No.: Schedule 14D1 Filing Party: High River Limited Partnership, Riverdale LLC 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. SCHEDULE 14D-1 CUSIP No. 582566 10 5 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON High River Limited Partnership 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [x] (b) [ ] 3. SEC USE ONLY 4. SOURCES OF FUNDS (See Instructions) WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 812,764 Units 8. CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES (See Instructions) [ ] 9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 0.9% 10. TYPE OF REPORTING PERSON (See Instructions) PN; GM 2 SCHEDULE 14D-1 CUSIP No. 582566 10 5 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Riverdale LLC 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [x] (b) [ ] 3. SEC USE ONLY 4. SOURCES OF FUNDS (See Instructions) AF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION New York 7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 812,764 Units 8. CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES (See Instructions) [ ] 9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 0.9% 10. TYPE OF REPORTING PERSON (See Instructions) O; GM 3 SCHEDULE 14D-1 CUSIP No. 582566 10 5 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Carl C. Icahn 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [x] (b) [ ] 3. SEC USE ONLY 4. SOURCES OF FUNDS (See Instructions) AF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States of America 7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 920,245 Units 8. CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES (See Instructions) [ ] 9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 1.1% 10. TYPE OF REPORTING PERSON (See Instructions) IN; GM 4 AMENDMENT NO. 8 TO SCHEDULE 14D-1 This Amendment No. 8 (Final Amendment) to Schedule 14D-1 constitutes the Final Amendment to 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 ("High River"), Riverdale LLC, a New York limited liability company ("Riverdale") and Carl C. Icahn (collectively, the Reporting Persons) with the U.S. Securities and Exchange Commission on September 20, 1996 as amended by Amendment Nos. 1 through 7 filed on September 25, 1996, October 9, 1996, October 21, 1996, November 1, 1996, November 13, 1996, November 14, 1996 and November 25, 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 dated September 20, 1996, as amended and supplemented from time to time (the "Offer to Purchase") and the related Assignment of Partnership Interest, as each may be amended from time to time (collectively with the Offer to Purchase, the "Offer"). Item 6. Interest in Securities of Subject Company. (a)-(b) The 920,245 Units which are listed above as being beneficially owned by the Reporting Persons consist of 812,764 Units directly beneficially owned by High River and 107,481 Units directly beneficially owned by Unicorn Associates Corporation ("Unicorn"). Carl C. Icahn is the controlling member of Riverdale, the general partner of High River, and indirectly beneficially owns all of the issued and outstanding shares of capital stock of Unicorn. The Units beneficially owned by High River include (1) 774,494 Units tendered to High River pursuant to the Offer and transferred to High River effective as of January 1, 1997, and (2) 38,270 Units tendered to High River pursuant to the Offer and accepted for payment, but not yet transferred because of defective paperwork. The Units beneficially owned by Unicorn were tendered to High River by California residents pursuant to the Offer. High River assigned its right to purchase these Units to Unicorn. Of these Units, 76,503 were transferred to Unicorn effective January 1, 1997 and 30,978 have not yet been transferred because of defective paperwork. Item 10. Additional Information. Item 10 (f) is hereby supplemented and amended as follows: The information set forth in Exhibit 33 attached hereto is incorporated herein by reference. Item 11. Materials to Be Filed as Exhibits. Item 11 is hereby supplemented and amended by adding the following: (c) Exhibit 33. Assignment and Assumption Agreement dated December 6, 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: January 9, 1997 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 [Signature Page for Amendment No. 8 to McNeil Real Estate Fund XXVI, L.P. Schedule 14D-1 and Amendment No. 8 to McNeil Real Estate Fund XXVII, L.P. Schedule 14D-1] EXHIBIT INDEX Page Number ----------- Exhibit 33. Assignment and Assumption Agreement dated December 6, 1996. EX-99.33 2 ASSIGNMENT AND ASSUMPTION AGREEMENT HIGH RIVER LIMITED PARTNERSHIP 100 SOUTH BEDFORD ROAD MT. KISCO, NEW YORK 10549 December 6, 1996 Unicorn Associates Corporation 100 South Bedford Road Mt. Kisco, New York 10549 Re: Offers to Purchase Units of Limited Partnership Interest in certain McNeil Limited Partnerships Ladies and Gentlemen: Reference is made to each of the Offers to Purchase units of limited partnership interest ("Units") in McNeil Real Estate Fund XXVI, L.P., a California limited partnership and McNeil Real Estate Fund XXVII, L.P., a Delaware limited partnership, dated September 20, 1996, as amended and supplemented from time to time (collectively, the "Offers to Purchase"), made by High River Limited Partnership, a Delaware limited partnership (the "Assignor"). In connection with the Offers to Purchase, limited partners wishing to tender their Units duly executed and delivered an Assignment of Partnership Interest (the "Assignments of Partnership Interest") to IBJ Schroder Bank & Trust Company, the Depositary for the Offer. Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to them in the Offers to Purchase. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, desiring to be legally bound, hereby agree as follows: 1. Assignment and Assumption (a) As contemplated in Section 2 of the Offers to Purchase, the Assignor hereby assigns, delivers and sets over unto Unicorn Associates Corporation (the "Assignee") all of the Assignor's: (i) right to purchase those Units tendered pursuant to the Offers by limited partners resident in the State of California (the "California Units"); and (ii) all rights, powers and privileges under the Assignments of Partnership Interest executed by or on behalf of the holders Unicorn Associates Corporation December 6, 1996 Page 2 of the California Units, including, without limitation, the proxy and power-of-attorney (and all related and associated rights, authority and power) granted to the Assignor therein and hereby names the Assignee as the designee of the Assignor under all such Assignments of Partnership Interest. (b) The Assignee hereby assumes and agrees to be bound by all of the terms, covenants and conditions of the Offer with respect to the foregoing assignments. The Assignee hereby represents that it will purchase the California Units for its own account for investment and not with a view to or for sale in connection with any distribution of the California Units. 2. Further Instruments The parties hereto agree that they will execute and deliver, or cause to be executed and delivered, to the other such documents and instruments, in addition to those specifically required by the provisions of this Assignment and Assumption Agreement, in form and substance reasonably satisfactory to the other, as may reasonably be necessary or desirable to carry out or implement any provision of this Assignment and Assumption Agreement. 3. Binding Nature; Governing Law This Assignment and Assumption Agreement shall (a) inure to the benefit of and be binding upon the respective successors and permitted assigns of the parties hereto and (b) be governed by, and construed in accordance with, the substantive laws of the State of New York. 4. Amendments This Agreement may not be altered, amended or modified except by a writing signed by the party against whom such alteration, amendment or modification is sought to be enforced. Unicorn Associates Corporation December 6, 1996 Page 3 5. Third Party Beneficiaries Nothing in this Agreement is intended to, or shall be construed so as to create any, third party beneficiary to this Agreement or otherwise confer any rights upon any person or entity that is not a party hereto. If the foregoing is acceptable to you, please so indicate be executing the enclosed copy of this letter in the space provided below. Very truly yours, HIGH RIVER LIMITED PARTNERSHIP BY: RIVERDALE LLC, GENERAL PARTNER By: /s/ ROBERT J. MITCHELL ------------------------------ Name: Robert J. Mitchell Title: Vice President and Treasurer/Manager AGREED AND ACCEPTED as of the date first above written: UNICORN ASSOCIATES CORPORATION By: /s/ EDWARD E. MATTNER -------------------------- Name: Edward E. Mattner Title: President [Assignment and Assumption Agreement regarding Units tendered by California Residents] -----END PRIVACY-ENHANCED MESSAGE-----