-----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, TpSepOledVwLjL6hxU/agy56ULVNv7zXUbejV7E54qHrkvWT/88FBh97kZU/eyec orO6nEKxAxdqIkIiWfHTtA== 0000928475-03-000095.txt : 20030702 0000928475-03-000095.hdr.sgml : 20030702 20030702131004 ACCESSION NUMBER: 0000928475-03-000095 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20030702 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HALLWOOD REALTY PARTNERS L P CENTRAL INDEX KEY: 0000865439 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF NONRESIDENTIAL BUILDINGS [6512] IRS NUMBER: 752313955 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44328 FILM NUMBER: 03770770 BUSINESS ADDRESS: STREET 1: 3710 RAWLINS STE 1500 CITY: DALLAS STATE: TX ZIP: 75219 BUSINESS PHONE: 2145285588 MAIL ADDRESS: STREET 2: 3710 RAWLINS SUITE 1500 CITY: DALLAS STATE: TX ZIP: 75219 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HALLWOOD REALTY PARTNERS L P CENTRAL INDEX KEY: 0000865439 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF NONRESIDENTIAL BUILDINGS [6512] IRS NUMBER: 752313955 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44328 FILM NUMBER: 03770771 BUSINESS ADDRESS: STREET 1: 3710 RAWLINS STE 1500 CITY: DALLAS STATE: TX ZIP: 75219 BUSINESS PHONE: 2145285588 MAIL ADDRESS: STREET 2: 3710 RAWLINS SUITE 1500 CITY: DALLAS STATE: TX ZIP: 75219 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 TO-T/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 TO-T/A 1 sch14djuly2.txt HALLWOOD REALTY PARTNERS, L.P. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------------- SCHEDULE TO-T/A (Rule 14D-100) Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 6) -------------------------- HALLWOOD REALTY PARTNERS, L.P. (Name of Subject Company (Issuer)) High River Limited Partnership Barberry Corp. Carl C. Icahn (Names of Filing Persons (Offerors)) Units Representing Limited Partner Interests (Title of Class of Securities) 40636T203 (CUSIP Number of Class of Securities) Keith L. Schaitkin, Esq. Associate General Counsel Legal Department, Icahn Associates Corp. & affiliated companies 767 Fifth Avenue, 47th Floor New York, New York 10153 (212) 702-4380 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on behalf of Filing Persons) CALCULATION OF FILING FEE Transaction Valuation*: $135,894,800 Amount of Filing Fee**: $10,993.89 * Estimated for purposes of calculating the amount of the filing fee only. This calculation assumes the purchase of all outstanding units representing limited partner interests in Hallwood Realty Partners, L.P., including associated rights to purchase additional units under the Unit Purchase Rights Agreement dated as of November 30, 1990, as amended, between Hallwood Realty Partners, L.P. and EquiServe Trust Company, N.A., as rights agent, at a price per unit of $100.00 in cash, less the 235,000 units held by High River Limited Partnership. As of March 14, 2003, there were 1,593,948 units outstanding (based upon the Issuer's Form 10-K filing, filed with the Securities and Exchange Commission for the year ended December 31, 2002). ** The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as supplemented by Securities Exchange Commission Fee Rate Advisory #11 for Fiscal Year 2003, equals .00008090 multiplied by the value of the transaction. /X / Check the 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: $10,993.89 Filing Party: High River Limited Partnership, Barberry Corp. and Carl C. Icahn Form or registration no.: Schedule TO-T Date Filed: May 1, 2003 / / Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: /x/ third-party tender offer subject to Rule 14d-1. / / issuer tender offer subject to Rule 13e-4. / / going-private transaction subject to Rule 13e-3. /x/ amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: / / COMBINED SCHEDULE TO AND SCHEDULE 13D CUSIP No. 40636T203 1 NAME OF REPORTING PERSON High River Limited Partnership S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) /X/ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF UNITS BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 235,000 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 235,000 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 235,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS* // 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.74% 14 TYPE OF REPORTING PERSON* PN COMBINED SCHEDULE TO AND SCHEDULE 13D CUSIP No. 40636T203 1 NAME OF REPORTING PERSON Barberry Corp. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) /X/ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF UNITS BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 235,000 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 235,000 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 235,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS* // 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.74% 14 TYPE OF REPORTING PERSON* CO COMBINED SCHEDULE TO AND SCHEDULE 13D CUSIP No. 40636T203 1 NAME OF REPORTING PERSON Carl C. Icahn S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) /X/ 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF UNITS BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 235,000 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 235,000 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 235,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS* // 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.74% 14 TYPE OF REPORTING PERSON* IN This Amendment No. 6 amends and supplements the Tender Offer Statement filed May 1, 2003 on Schedule TO, as amended May 15, 2003, May 23, 2003, May 28, 2003, June 11, 2003 and June 27, 2003 (the "Schedule TO"), relating to an offer by High River Limited Partnership, a Delaware limited partnership ("Purchaser") to purchase any and all of the outstanding limited partner units ("Units") in Hallwood Realty Partners, L.P., a Delaware limited partnership (the "Partnership") and the associated rights (the "Rights") to purchase additional Units under the Unit Purchase Rights Agreement, dated as of November 30, 1990, as amended, between the Partnership and EquiServe Trust Company, N.A., as rights agent, at a purchase price of $100.00 per Unit, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated May 1, 2003 as amended by the Supplement to Offer to Purchase dated May 15, 2003 and the Supplement to Offer to Purchase filed with Amendment No. 2 (the "Offer Supplement") and in the related Letter of Transmittal, dated May 1, 2003, including the Instructions thereto, as it may be supplemented or amended from time to time. Unless otherwise stated below, the information set forth in the Schedule TO, including all schedules and annexes thereto, and the Offer Supplement is hereby expressly incorporated herein by reference in response to Items 1-9 and Item 11 of this Amendment No. 6 to Schedule TO. You should read this Amendment No. 6 to Schedule TO together with the Schedule TO filed May 1, 2003, as amended May 15, 2003, May 23, 2003, May 28, 2003, June 11, 2003 and June 27, 2003. Item 10 is not applicable. Item 12 is hereby amended and supplemented by adding the following exhibit: (a)(16) Letter dated July 2, 2003 from High River Limited Partnership to the Board of Directors of Hallwood Realty, LLC SIGNATURE 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. HIGH RIVER LIMITED PARTNERSHIP By: Barberry Corp., its general partner /s/ Edward E. Mattner Name: Edward E. Mattner Title: Authorized Signatory BARBERRY CORP. /s/ Edward E. Mattner Name: Edward E. Mattner Title: Authorized Signatory /s/ Carl C. Icahn Carl C. Icahn Date: July 2, 2003 [Signature Page to Schedule TO-T/A re tender offer for Hallwood Realty Partners, L.P.] EX-99 2 letter72.txt EXHIBIT (A)(16) LETTER TO HALLWOOD REALTY LLC HIGH RIVER LIMITED PARTNERSHIP c/o Icahn Associates Corp. 767 Fifth Avenue New York New York 10153 VIA FACSIMILE and FEDERAL EXPRESS Board of Directors Hallwood Realty LLC 3710 Rawlins, Suite 1500 Dallas, Texas 75219-4998 July 2, 2003 RE: Hallwood Realty Partners, L.P. Gentlemen: Yesterday we received a letter from Mr. Guzzetti dated June 30, 2003 concerning our tender offer (the "Offer") for any and all of the limited partner units in Hallwood Realty Partners, L.P. (the "Partnership") for $100 per unit. At the time we commenced the Offer, we requested that you redeem the rights under the Partnership's Rights Plan or otherwise make the Offer exempt from the Rights Plan, so that unit holders can decide for themselves if they wish to sell. We continue to believe that unit holders should be permitted to exercise that right. Previously, and in Mr. Guzzetti's letter, Hallwood has referred to our offer as "inadequate". The Offer represents a premium of 40% over the unaffected market price prior to our purchase. As Vice-Chancellor Strine noted at the June 24, 2003 hearing, unit holders "have been offered the best price by far that's ever been available in the history of" the Partnership. Moreover, as was stated at the hearing, your own financial advisor is of the view that it is highly unlikely that, without the Offer, the units will trade at this level given your unwillingness to make fundamental structural changes to the Partnership. We note that in both absolute dollars and as compared to market value, the purchase price in our Offer is substantially more beneficial to unit holders than the price paid in your 1995 transaction. We are once again reaching out to you to initiate a dialogue about our Offer. We believe that we have made a fair offer and that individual unit holders should be permitted to decide for themselves if they wish to accept it. Given the beneficial nature of our current proposal, both as regards the $100 price and the structural components of an any and all offer with no minimum condition, we do not desire to simply "bid against ourselves" by raising our Offer. As our prior efforts to communicate with you indicate, we have been and remain willing to meet and negotiate regarding the Offer. In addition, if you believe there are strategic alternatives or other changes that may be available to the Partnership that would allow it to achieve greater value for all unit holders, we would also be willing to discuss any of those matters. To the extent that you are concerned about any second step transaction or other matters, we welcome the opportunity to discuss those concerns with you. In this regard we note that, as our Offer is for any and all of the units, we would be willing to discuss acquisition of the Partnership, for example, through a merger transaction, if that would help to address the concerns referred to in Mr. Guzzetti's letter. Mr. Guzzetti seemed to indicate in his letter that we would have to raise our Offer as the "price of admission" for the Board to even talk to us. We consider that statement to be inappropriate and not productive and hope that it does not reflect the view of the Board of the General Partner, which owes fiduciary duties to all unit holders. We look forward to meeting with you. Please feel free to contact my assistant at 212-702-4309 to arrange that meeting. Very truly yours, High River Limited Partnership By: Barberry Corp., its General Partner By: /s/ Carl C. Icahn Carl C. Icahn -----END PRIVACY-ENHANCED MESSAGE-----