-----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, B2RK+RkuI0qCbHGcuVeC+3L0Zwi2PAWHbe2PC26mhe0GuPNs3tCw7INav3uy8Wsa UaO2n8A1Dh+YytaUf3YXmA== 0000928475-04-000015.txt : 20040203 0000928475-04-000015.hdr.sgml : 20040203 20040203165216 ACCESSION NUMBER: 0000928475-04-000015 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040203 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: 005-44605 FILM NUMBER: 04563632 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: 005-44605 FILM NUMBER: 04563633 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: C/O ICAHN ASSOCIATES CORP STREET 2: 767 FIFTH AVE #4700 CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 2127024300 MAIL ADDRESS: STREET 1: C/O ICAHN ASSOCIATES CORP STREET 2: 767 FIFTH AVE #4700 CITY: NEW YORK STATE: NY ZIP: 10153 SC TO-T/A 1 amendmentno18.txt AMENDMENT NO. 18 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. 18) -------------------------- 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*: $163,073,760 Amount of Filing Fee**: $13,192.67 * 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 November 7, 2003, there were 1,593,948 units outstanding (based upon the Issuer's Form 10-Q filing, filed with the Securities and Exchange Commission for the period ended September 30, 2003). ** 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. 18 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, June 27, 2003, July 2, 2003, July 29, 2003, August 8, 2003, August 19, 2003, October 2, 2003, October 20, 2003, November 17, 2003, December 4, 2003, December 12, 2003, December 19, 2003, January 16, 2004 and January 23, 2004 (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, 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, all as modified by press release dated August 19, 2003 filed with Amendment No. 9 and press release dated October 2, 2003 filed with Amendment No. 10. 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. 18 to Schedule TO. You should read this Amendment No. 18 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, June 27, 2003, July 2, 2003, July 29, 2003, August 8, 2003, August 19, 2003, October 2, 2003, October 20, 2003, November 17, 2003, December 4, 2003, December 12, 2003, December 19, 2003, January 16, 2004 and January 23, 2004. Item 10 is not applicable. Item 12 is hereby amended and supplemented by adding the following exhibit: (a)(28) Press Release issued February 3, 2004 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: February 3, 2004 [Signature Page to Schedule TO-T/A re tender offer for Hallwood Realty Partners, L.P.] Exhibit (a)(28) ICAHN UNIT ANNOUNCES EXTENSION OF EXPIRATION DATE OF TENDER OFFER FOR HALLWOOD REALTY UNITS New York, New York, February 3, 2004. High River Limited Partnership ("High River"), an affiliate of Carl C. Icahn, today announced that it is extending the expiration date of its tender offer (the "Offer") for any and all of the limited partnership units ("Units") of Hallwood Realty Partners, L.P. (AMEX: HRY) (the "Partnership") until 5:00 pm, New York City time, on Monday, March 1, 2004, unless the Offer is extended to a later date and time. Approximately 66,633 Units have been tendered pursuant to the tender offer as of the close of business on February 2, 2004. - -------------------------------------------------------------------------------- # # # # -----END PRIVACY-ENHANCED MESSAGE-----