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)*
MCNEIL REAL ESTATE FUND X, LTD.
(Name of Subject Company [Issuer])
HIGH RIVER LIMITED PARTNERSHIP
CARL C. ICAHN
(Bidders)
LIMITED PARTNERSHIP UNITS
(Title of Class of Securities)
582568 20 0
(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 Amount of filing fee: $1,118.55
Valuation*: $4,376,952
- -------------------------------------------------------------------
* For purposes of calculating the fee only. This amount assumes the
purchase of 60,791 units of limited partnership interest (the "Units") of the
subject partnership for $92.00 per Unit (notwithstanding a subsequent reduction
in the purchase price). 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: $1,118.55
Form or Registration No.: Schedule 14D-1, dated August 3, 1995
Filing Party: High River Limited Partnership & Carl C. Icahn
Date Filed: August 4, 1995
*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.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
<PAGE>
AMENDMENT NO. 5 TO SCHEDULE 14D-1
This Amendment No. 5 to Schedule 14D-1 amends and supplements the Tender
Offer Statement on Schedule 14D-1 filed by High River Limited Partnership, a
Delaware limited partnership ("High River"), Riverdale Investors Corp., Inc., a
Delaware corporation ("Riverdale"), and Carl C. Icahn, a citizen of the United
States (collectively, the "Reporting Persons"), with the U.S. Securities and
Exchange Commission (the "Commission") on August 4, 1995, as amended by
Amendment No. 1 filed with the Commission on August 9, 1995, Amendment No. 2
filed with the Commission on August 14, 1995, Amendment No. 3 filed with the
Commission on August 18, 1995, and Amendment No. 4 filed with the Commission on
August 21, 1995 (collectively, the "Statement"). All capitalized terms used
herein but not otherwise defined shall have the meanings ascribed to such terms
in the Offer to Purchase dated August 3, 1995, as amended and supplemented from
time to time (the "Offer to Purchase") and the related Assignment of Partnership
Interest, as amended through August 7, 1995 (collectively with the Offer to
Purchase, the "Offer").
Item 3. Past Contacts, Transactions or Negotiations with the Subject
Company.
Item 3(b) is hereby amended to add the following:
(b) The information set forth in Section 13 of the Offer to
Purchase, entitled "Background of the Offer," is incorporated herein
by reference.
Item 5. Purpose of the Tender Offer and Plans or Proposals of the
Bidder.
Item 5(c) is hereby amended to add the following:
The information set forth in the "INTRODUCTION" of the Offer to Purchase
is incorporated herein by reference.
Item 10. Additional Information.
Item 10(e) is hereby amended and restated in its entirety as follows:
(e) The information set forth in Section 13 of the Offer To Purchase,
entitled "Background of the Offer," is incorporated herein by reference.
Item 10(f) is hereby amended to add the following:
(f) The information set forth in the Supplement to the Offer to Purchase
dated August 21, 1995 and the Confirmation Letter dated August 21, 1995, copies
of which are attached hereto as Exhibits 15 and 16, respectively, is
incorporated herein by reference.
Item 11. Materials to be Filed as Exhibits.
The following documents are filed as exhibits to this Schedule 14D-1:
(a)
Exhibit 15 Supplement to the Offer to Purchase dated August 21, 1995
Exhibit 16 Confirmation Letter dated August 21, 1995
(g)
Exhibit 17 Press Release dated August 22, 1995
<PAGE>
SIGNATURES
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.
Dated: August 22, 1995
HIGH RIVER LIMITED PARTNERSHIP
By: Riverdale Investors Corp., Inc.
Title: General Partner
By: /s/ Robert J. Mitchell
Robert J. Mitchell
Title: Vice President and Treasurer
RIVERDALE INVESTORS CORP., INC.
By: /s/ Robert J. Mitchell
Robert J. Mitchell
Title: Vice President and Treasurer
/s/ Carl C. Icahn
Carl C. Icahn
[Signature Page for Amendment No. 5 to McNeil Real Estate Fund X, Ltd.
Schedule 14D-1]
<PAGE>
EXHIBIT INDEX
Page Number
-----------
Exhibit 15 Supplement to the Offer to Purchase dated August 21, 1995
Exhibit 16 Confirmation Letter dated August 21, 1995
Exhibit 17 Press Release dated August 22, 1995
EXHIBIT 15
Supplement to the Offer to Purchase for Cash
Up To 60,791 Units Of Limited Partnership Interest
in
McNEIL REAL ESTATE FUND X, LTD.
for
$72.00 Net Per Unit
by
HIGH RIVER LIMITED PARTNERSHIP
THE OFFER, WITHDRAWAL RIGHTS AND PRORATION PERIOD WILL EXPIRE AT 12:00
MIDNIGHT, NEW YORK CITY TIME, ON SEPTEMBER 6, 1995, UNLESS THE OFFER IS
EXTENDED.
IMPORTANT
HIGH RIVER LIMITED PARTNERSHIP, a Delaware limited partnership (the
"Purchaser"), hereby supplements and amends its Offer to Purchase dated August
3, 1995, as amended on August 7, 1995. The Purchaser is offering to purchase up
to 60,791 units of limited partnership interest ("Units") in McNEIL REAL ESTATE
FUND X, LTD., a California limited partnership (the "Partnership"), at a
purchase price of $72.00 per Unit (the "Purchase Price"), net to the seller in
cash, without interest, upon the terms and subject to the conditions set forth
in: (i) the Offer to Purchase dated August 3, 1995, as amended on August 7,
1995; (ii) this Supplement thereto (such Offer to Purchase, as amended on August
7, 1995 and as amended and supplemented by this Supplement, the "Offer to
Purchase"); and (iii) the related Assignment of Partnership Interest (which
collectively constitute the "Offer"). Unless the context otherwise requires,
capitalized terms used in this Supplement but not defined herein shall have the
meanings ascribed to them in the Offer to Purchase.
The bullets on the inside front cover page of the Offer to Purchase are
hereby amended and restated in their entirety as follows:
Limited Partners are urged to consider the following factors:
o The Purchaser is making the Offer with a view to making a
profit. Accordingly, there is a conflict between the desire of the
Purchaser to purchase Units at the lowest possible price and the
desire of the Limited Partners to sell their Units at the highest
possible price.
o The net asset value per Unit of approximately $106.00
(exclusive of cash and cash equivalents equal to approximately $17.00
per Unit as of March 31, 1995) estimated by the Purchaser is greater
than the Purchase Price. When determining the value of his Units and
deciding whether to tender his Units pursuant to the Offer, a Limited
Partner should consider BOTH the net asset value as estimated by the
Purchaser and the cash and cash equivalents (which, due to its method
of valuation of the Units, the Purchaser did not include in such net
asset value). See "Introduction" and Section 13 of the Offer to
Purchase.
o If the Purchaser is successful in acquiring a substantial
number of Units pursuant to the Offer, the Purchaser, which is
controlled by Carl C. Icahn, will have the right to vote those Units
and may thereby be in
(continued on following page)
--------------
For More Information or for Further Assistance,
Please Call the Information Agent:
D.F. King & Co., Inc.
(212) 269-5550 (Collect)
or
(800) 628-8538 (Toll Free)
August 21, 1995
<PAGE>
(continued from previous page)
a position to influence voting decisions with respect to the
Partnership, including, without limitation, decisions concerning
amendments to the Partnership Agreement and removal and replacement of
the Partnership's general partner. This means that (i) those who
remain Limited Partners after the expiration of the Offer could be
prevented from taking action they desire but that the Purchaser
opposes and (ii) the Purchaser may be able to take action desired by
the Purchaser but opposed by such remaining Limited Partners.
Generally, however, voting decisions other than certain decisions
concerning the removal and substitution of the Partnership's general
partner require the consent of the Partnership's general partner prior
to effectuation. Further, to the extent valid, Reorganization
Transactions require a Supermajority Vote (as those terms are defined
in the Partnership Agreement) and the consent of the Partnership's
general partner prior to effectuation. See Section 10 of the Offer to
Purchase.
o The terms of the Partnership Agreement require the
Partnership's general partner to begin to liquidate the Partnership's
properties no later than October 9, 1998, and to use commercially
reasonable efforts to liquidate and terminate the Partnership by
December 31, 1999. If such a liquidation were to occur, Limited
Partners who sell their Units to the Purchaser pursuant to the Offer
will not participate in any such liquidation, which may be at a price
higher than the Purchase Price. See "Introduction" and Section 9 of
the Offer to Purchase.
o The Purchaser may seek to remove the Partnership's general
partner but, while reserving such right, the Purchaser has no present
intention of doing so. Such removal may require the Partnership to pay
a fee to the Partnership's general partner and/or its affiliates and
may result in acceleration of certain of the Partnership's debt
obligations, which may have an adverse effect on the Partnership. See
"Introduction" of the Offer to Purchase.
o As discussed in Section 6 of the Offer to Purchase, the sale of
50 percent or more of the Units in the Partnership over a period of
twelve months will result in the termination of the Partnership for
federal income tax purposes. Such a termination would result in lower
depreciation deductions to the Partnership for the next few years.
Accordingly, it is possible that the acquisition of Units pursuant to
the Offer, when combined with other transfers within twelve months,
will result in a termination of the Partnership for income tax
purposes. In such a case, non-tendering Limited Partners may,
depending on their individual circumstances, have a greater tax
liability with respect to the Partnership than they would have had in
the absence of a termination. See Section 6 of the Offer to Purchase.
INTRODUCTION
The bullets in the "INTRODUCTION" of the Offer to Purchase are hereby
amended and restated in their entirety as follows:
SOME FACTORS TO BE CONSIDERED BY LIMITED PARTNERS. In considering the
Offer, Limited Partners may wish to consider the following:
o The Purchaser is making the Offer with a view to making a profit.
Accordingly, there is a conflict between the desire of the Purchaser to
purchase Units at the lowest possible price and the desire of the Limited
Partners to sell their Units at the highest possible price.
(continued on following page)
---------------
Questions and requests for assistance or for additional copies of the Offer
to Purchase, the Assignment of Partnership Interest and the Confirmation Letter
may be directed to the Information Agent at the address and telephone numbers
set forth on the back cover of this Supplement. No soliciting dealer fees or
other payments to brokers for tenders are being paid by the Purchaser.
2
<PAGE>
(continued from previous page)
o If the Purchaser is successful in acquiring a substantial number of
Units pursuant to the Offer, the Purchaser, which is controlled by Mr.
Icahn, will have the right to vote those Units and may thereby be in a
position to influence voting decisions with respect to the Partnership,
including, without limitation, decisions concerning amendments to the
Partnership Agreement and removal and replacement of the Partnership's
general partner. This means that (i) those who remain Limited Partners
after the expiration of the Offer could be prevented from taking action
they desire but that the Purchaser opposes and (ii) the Purchaser may be
able to take action desired by the Purchaser which may be opposed by, and
which may not be in the best interests of, such remaining Limited Partners.
Generally, however, voting decisions other than certain decisions
concerning the removal and substitution of the Partnership's general
partner require the consent of the Partnership's general partner prior to
effectuation. Further, to the extent valid, Reorganization Transactions
require a Supermajority Vote (as those terms are defined in the Partnership
Agreement) and the consent of the Partnership's general partner prior to
effectuation. See Section 10 of the Offer to Purchase.
o The terms of the Partnership Agreement require the Partnership's
general partner to begin to liquidate the Partnership's properties no later
than October 9, 1998, and to use commercially reasonable efforts to
liquidate and terminate the Partnership by December 31, 1999. In this
regard, however, it should be noted that the Form 10-K states as follows:
"In light of the depressed real estate market, the Partnership has not been
able to liquidate all of its properties within the originally expected time
frame of from five to ten years after their acquisition (i.e., between 1990
and 1996). The General Partner now expects to hold the Partnership's
portfolio of real estate investments until such time as the real estate
market and the performance of the Partnership's investments improves and
permits the Partnership to achieve its capital preservation and capital
gains objectives. There can be no assurance, however, that the properties'
values will increase over an extended holding period." If such a
liquidation were to occur, Limited Partners who sell their Units to the
Purchaser pursuant to the Offer will not participate in any such
liquidation, which may be at a price higher than the Purchase Price.
o Although the Purchaser is making the Offer for investment purposes,
it may, depending on the number of Units it acquires pursuant to the Offer,
be in a position to influence control of the business of the Partnership.
If the Purchaser acquires a substantial number of the outstanding Units,
the Purchaser will be in a position to influence voting decisions with
respect to the Partnership. The Purchaser may seek to remove the general
partner of the Partnership but, while reserving such right, the Purchaser
has no present intention of doing so. Such removal may require the
Partnership to pay a fee to the Partnership's general partner and/or its
affiliates and may result in acceleration of certain of the Partnership's
debt obligations, which may have an adverse effect on the Partnership.
o Based solely on financial and other information relating to the
Partnership that is publicly available in its Form 10-K filed with the
Commission, the Purchaser, solely for consideration with other information
in connection with preparing a bid, estimated the net asset value per Unit
to be approximately $106.00 (exclusive of cash and cash equivalents equal
to approximately $17.00 per Unit as of March 31, 1995). When determining
the value of his Units and deciding whether to tender his Units pursuant to
the Offer, a Limited Partner should consider both the net asset value as
estimated by the Purchaser and the cash and cash equivalents (which, due to
its method of valuation of the Units, the Purchaser did not include in such
net asset value). THE PURCHASER HAS RECENTLY VISITED CERTAIN OF THE
PARTNERSHIP'S PROPERTIES. HOWEVER, THE PURCHASER HAS NOT CONDUCTED ANY
APPRAISAL OF THE PARTNERSHIP'S PROPERTIES AND HAS NO INDEPENDENT BASIS
WHATSOEVER FOR DETERMINING THE ACCURACY OR COMPLETENESS OF THE
PARTNERSHIP'S PUBLICLY FILED FINANCIAL INFORMATION OR FOR DETERMINING TO
WHAT EXTENT, IF ANY, THE PURCHASER'S ESTIMATE OF NET ASSET VALUE REPRESENTS
THE TRUE NET ASSET VALUE OF EACH UNIT. See Section 13 of the Offer to
Purchase.
o As discussed in Section 6 of the Offer to Purchase, the sale of 50
percent or more of the Units in the Partnership over a period of twelve
months will result in the termination of the Partnership for federal income
tax purposes. Such a termination would result in lower depreciation
deductions to the Partnership for the next few years. If the acquisition of
Units pursuant to the Offer, when combined with other transfers within
twelve months, results in a termination of the Partnership, non-tendering
Limited Partners may, depending on their individual circumstances, have a
greater tax liability with respect to the Partnership than they would have
had in the absence of a termination. See Section 6 of the Offer to
Purchase.
3
<PAGE>
THE OFFER
Section 3. Procedure for Tendering Units.
The first paragraph of Section 3 of the Offer to Purchase, entitled "Valid
Tender", is hereby amended to read in its entirety as follows:
VALID TENDER. To validly tender Units, a properly completed and duly
executed Assignment of Partnership Interest, any other documents required
by the Assignment of Partnership Interest (or facsimiles thereof) and the
associated Certificates AS WELL AS AN EXECUTED COPY OF THE CONFIRMATION
LETTER DATED AUGUST 21, 1995 (OR A FACSIMILE THEREOF) (THE "CONFIRMATION
LETTER") must be received by the Depositary, at its address set forth on
the back cover of the Offer to Purchase, on or prior to the Expiration
Date. Subject to the Minimum Units Requirements, a Limited Partner may
tender any or all of the Units owned by that Limited Partner. No
alternative, conditional or contingent tenders will be accepted.
The fifth paragraph of Section 3 of the Offer to Purchase, entitled
"Appointment as Proxy", is hereby amended by adding the sentence set forth below
as the last sentence of such fifth paragraph:
The proxy and power of attorney granted by a Limited Partner to the
Purchaser upon his execution of the Assignment of Partnership Interest
shall be effective from acceptance for payment of the Units tendered and
shall remain effective and be irrevocable until August 1, 2005.
Section 9. Certain Information Concerning the Partnership.
Section 9 of the Offer to Purchase is hereby amended by adding the
following immediately prior to the last paragraph of such Section 9:
<TABLE>
SELECTED FINANCIAL DATA
<CAPTION>
Years Ended December 31,
-----------------------------------------------------------------------------------
Statements of Operations 1994 1993 1992 1991 1990
- ------------------------ ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Rental revenue ........................... $17,375,904 $16,217,889 $16,023,798 $15,745,075 $16,021,887
Gain on involuntary conversion ........... -- 268,434 192,168 -- --
Gain on disposition of real estate ....... -- -- -- 251,314 102,320
Total revenue ............................ 17,428,487 16,542,802 16,283,680 16,097,573 16,407,945
Loss on replacement of assets ............ -- -- (875,420) -- --
Loss on disposition of real estate ....... -- -- -- -- (961,912)
Loss before extraordinary items .......... (1,199,904) (1,693,057) (2,101,133) (2,208,424) (4,048,150)
Extraordinary items ...................... 292,539 (1,078,519) -- 900,506 1,535,227
Net loss ................................. (907,365) (2,771,576) (2,101,133) (1,307,918) (2,512,923)
Net loss per limited
partnership unit:
Loss before extraordinary items ......... $ (10.25) $ (15.62) $ (24.66) $ (15.52) $ (28.45)
Extraordinary items ..................... 2.06 (7.58) -- 6.33 10.79
----------- ----------- ----------- ----------- -----------
Net Loss ................................ $ (8.19) $ (23.20) $ (24.66) $ (9.19) $ (17.66)
=========== =========== =========== =========== ===========
<CAPTION>
December 31,
-----------------------------------------------------------------------------------
Balance Sheets 1994 1993 1992 1991 1990
- -------------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Real estate investments, net .......... $37,024,893 $45,705,474 $44,968,959 $46,339,058 $51,780,509
Total assets .......................... 48,379,933 50,632,244 48,958,917 49,620,579 57,287,853
Mortgage notes payable, net ........... 52,078,850 54,484,455 49,141,717 45,966,025 52,761,271
Partners' equity (deficit) ............ (7,442,274) (5,900,107) (2,304,044) 547,965 2,404,459
4
<PAGE>
<CAPTION>
Six Months ended
June 30,
(in thousands,
except per Unit data)
--------------------
1995 1994
------ ------
(unaudited)
Statements of Operations Data:
<S> <C> <C>
Total Revenues .................................................................. $8,856 $8,552
Net Income (Loss) before extraordinary items, if any ............................ $ (379) $ (821)
Net Income (Loss) allocated to limited partners ................................. $ (360) $ (502)
Net Income (Loss) per limited partnership unit before
extraordinary items, if any ................................................... $(2.66) $(5.88)
Distributions per limited partnership unit ...................................... $ -- $ --
<CAPTION>
As of
June 30,
1995
(in thousands,
except per Unit data)
--------------------
(unaudited)
Balance Sheet Data:
<S> <C>
Total Assets .................................................................... $48,084
Total Liabilities ............................................................... $56,458
Limited Partners' Equity ........................................................ $(4,232)
Limited partnership units outstanding ........................................... 135,030
Book Value per Unit ............................................................. $(31.34)
</TABLE>
Competitive Conditions at Properties
Students at nearby University of Arizona make up 91% of the tenants at
Briarwood Apartments. The property commands rents $100 to $150 higher per month
than its competition due to its excellent location near the university and a
bike route to the university. Market occupancy rates in Tucson are averaging
95%. Due to the heavy student-tenant profile, occupancy at the property
typically drops during the summer months, giving Briarwood an average occupancy
rate four to five percentage points below market averages. Planned developments
in the area are not expected to materially affect Briarwood due to its excellent
location.
All competitive centers in the Cave Spring Corners market area were
renovated during the past five years. Consequently, base rental rates at Cave
Spring Corners have been 10% to 15% below market. Due to a good location,
occupancy has remained at 100%. Market occupancy is 95% to 98%. Cave Spring
Corners is undergoing a major exterior renovation that will be completed in
1998. The renovation should allow the property to bring its rental rates up to
market, and maintain its 100% occupancy rate.
Occupancy rates at Coppermill Apartments mirror the local area average of
92%. Area occupancy rates are expected to be stable in the 92% to 93% range.
Most properties in the immediate area, including Coppermill, were built by the
same developer using identical floor plans. Thus, the local market is very
price-sensitive. The average rent per square foot city-wide is $.54 per square
foot. Because Coppermill's rental rates average $.48 per square foot, there is
some room for rental rate increases, but usually only with units that have
upgraded amenities that differentiate the units from the competition's.
The Courts Apartments is operating in a difficult market. The local market
area has been affected by severe layoffs at Boeing and a generally flat economy.
The property is competing against newer and more attractive properties, many of
which have recently been renovated. The property's exteriors are dated and lack
curb appeal. Average occupancy has decreased each of the past two years to 86%
for 1994. Market occupancy rates average 92%. Rental rates at The Courts are
averaging $.66 per square foot, while many competitors, benefitting from newer
buildings, are averaging $.69 to $.71 per square foot. The Partnership has
placed The Courts on the market for sale.
Competition for Iberia Plaza comes primarily from a retail center across
the street from Iberia Plaza that was constructed in 1991. The new retail center
charges an average rental rate of $10.00 per square foot as opposed to $5.50 at
Iberia Plaza. Iberia Plaza remains 94% leased, but 84% of the leased space is
"dark" or vacant. Substantial capital improvements are required to bring Iberia
Plaza into condition to compete effectively with the property across the
5
<PAGE>
street. The Partnership is negotiating with a prospective anchor tenant, and
intends, pending completion of lease negotiations, to begin a capital
improvement program at the property.
La Plaza Business Center enters 1995 with an occupancy rate of 97%, higher
than the average 92% occupancy rate for Las Vegas. However, La Plaza's occupancy
is expected to drop below 75% early in 1995 as a major tenant vacates its space.
La Plaza's tenant profile will likely change from a few, large tenants to more
numerous, smaller tenants. This conversion will involve substantial tenant
improvement costs. The Partnership intends to fund the tenant improvements as
lease negotiations proceed with new tenants. Demand for office space in Las
Vegas is expected to be strong in 1995. New construction in progress is aimed at
the high-end of the market, and is not expected to compete with La Plaza.
Lakeview Plaza is 100% leased. However, one of the property's anchor
tenants will vacate its space in mid-1995. Management is evaluating whether to
release the tenant from their lease, or allow the tenant to sublease its space.
The local market area appears to be strong, with several national retailers
looking for sites for additional stores in the area. There are also several,
newer competing properties in very close proximity to Lakeview Plaza that have
adversely affected sales of Lakeview Plaza's tenants.
In 1993, the Partnership invested $860,000 of capital improvements at The
Orchard Apartments. The property, as a result, has benefitted from improved curb
appeal and improved financial performance. Orchard's occupancy rate is usually
two percentage points above the 93% average occupancy rate of competitors in the
Indianapolis submarket where Orchard is located. Rental rates at Orchard are
comparable to its competitors. Recent and impending layoffs by major area
employers are a concern.
Parkway Plaza has a good location on the north side of Lafayette,
Louisiana. There is no room for additional development in the immediate area;
consequently, new developments are located across town from Parkway Plaza. The
property is 97% leased, but the property's main anchor tenant has vacated its
space. Although lease payments continue to be made, the vacant space generates
no percentage rents and does not pull in shoppers to the property. The
Partnership has placed Parkway Plaza on the market for sale.
Quail Meadows Apartments is one of the nicer properties in the Wichita
area. Both interiors and exteriors of the property are above average relative to
the competition. However, the market in the Wichita area is soft. Area occupancy
rates have decreased for the past three years and rental rates have been flat.
Quail Meadows has maintained occupancy rates higher than market averages, but
has not been able to increase rental rates despite significant capital
improvements. The property relies on tenants from nearby McConnell Air Force
Base, which has recently constructed new housing facilities and faces the
possibility of Congressional military cutbacks. Also, the Wichita area has seen
four consecutive years of record home sales.
Occupancy rates in the Regency Park Apartments market area average 94%,
slightly better than Regency Park's occupancy rate. Rental rates realized at
Regency Park are also lower than its competitors. The property competes with
numerous properties, some of which are newer or have more appeal to prospective
tenants. Capital improvements made by the Partnership during 1993 and 1994 have
allowed the property to close some of the gap between Regency Park and its
competitors. The rental market in the area, however, remains price sensitive.
Improvements in operating results generally are coming through improved
occupancy rather than rate increases.
Capital improvements placed in service since 1992 have allowed Sandpiper
Apartments to more than double its contribution to Partnership Income in the
past four years. Occupancy and rental rates are above market averages. Since
1992, the income level of Sandpiper's tenants has increased substantially. There
is significant new construction under development in the market area. It is
expected that the new construction will put downward pressure on market rent
levels, but management expects that well-maintained Sandpiper will continue to
compete effectively.
Occupancy rates at Spanish Oaks Apartments have decreased two percentage
points during the past two years due to competition with new construction, older
properties that have been renovated, and rate hikes at Spanish Oaks. Net income
from the property has continued to rise due to increased rental rates, but
rental rates at Spanish Oaks remain below market averages. The interiors at
Spanish Oaks will need to be updated to allow the property to raise its rents to
current market levels. Also of concern is the reliance upon personnel employed
or stationed at Fort Sam Houston Army Base for many of the property's tenants.
6
<PAGE>
The following schedule shows lease expirations for each of the
Partnership's commercial properties for 1995 through 2004:
<TABLE>
<CAPTION>
Number of Square Annual % of Gross
Expirations Feet Rent Annual Rent
----------- ------ -------- -----------
<S> <C> <C> <C> <C>
Real Estate Investments:
Cave Spring Corners
1995 ........................... 4 7,948 $ 68,766 11%
1996 ........................... 3 96,667 251,468 40%
1997 ........................... 1 1,920 24,315 4%
1998 ........................... 2 6,255 42,154 7%
1999 ........................... 2 7,568 66,905 11%
2000 ........................... 0 -- -- --
2001 ........................... 0 -- -- --
2002 ........................... 0 -- -- --
2003 ........................... 1 46,432 143,581 23%
2004 ........................... 0 -- -- --
Iberia Plaza
1995 ........................... 3 3,604 $ 20,435 4%
1996 ........................... 2 3,644 22,878 4%
1997 ........................... 3 4,008 22,402 4%
1998 ........................... 3 30,880 117,261 23%
1999 ........................... 2 2,400 17,990 3%
2000 ........................... 0 -- -- --
2001 ........................... 0 -- -- --
2002 ........................... 0 -- -- --
2003 ........................... 1 79,902 271,667 52%
2004 ........................... 0 -- -- --
La Plaza
1995 ........................... 16 49,145 $661,152 46%
1996 ........................... 7 8,397 112,882 8%
1997 ........................... 3 3,819 53,224 4%
1998 ........................... 2 29,895 412,295 29%
1999 ........................... 2 3,496 52,754 4%
Thereafter ..................... 0 -- -- --
Lakeview Plaza
1995 ........................... 3 4,941 $ 41,818 5%
1996 ........................... 3 10,844 118,038 14%
1997 ........................... 3 10,568 90,434 11%
1998 ........................... 1 33 4,800 1%
1999 ........................... 0 -- -- --
2000 ........................... 0 -- -- --
2001 ........................... 0 -- -- --
2002 ........................... 0 -- -- --
2003 ........................... 2 16,721 111,184 14%
2004 ........................... 2 121,942 455,705 55%
Assets Held for Sale:
Parkway Plaza
1995 ........................... 1 1,603 $ 9,618 2%
1996 ........................... 4 5,295 46,688 8%
1997 ........................... 3 4,326 25,479 4%
1998 ........................... 2 9,904 66,508 11%
1999 ........................... 0 -- -- --
2000 ........................... 1 26,422 99,083 17%
2001 ........................... 0 -- -- --
2002 ........................... 0 -- -- --
2003 ........................... 1 79,902 279,657 48%
2004 ........................... 0 -- -- --
</TABLE>
7
<PAGE>
No residential tenant leases 10% or more of the available rental space. The
following schedule reflects information on commercial tenants occupying 10% or
more of the leasable square feet for each property:
<TABLE>
<CAPTION>
Square
Nature of Footage Annual Lease
Business Use Leased Rent Expiration
------------ ------ -------- ----------
<S> <C> <C> <C>
Real Estate Investments:
Cave Spring Corners
Department store .............................. 84,217 $192,000 1998
Grocery store ................................. 46,432 143,581 2003
Iberia Plaza
Grocery store ................................. 26,445 89,913 1998
Discount department store ..................... 79,902 271,887 2003
La Plaza
Governmental agency ........................... 24,747 318,877 1995
Governmental agency ........................... 28,829 397,840 1998
Lakeview Plaza
Department store .............................. 78,337 253,000 2004
Grocery store ................................. 43,605 202,705 2004
Assets Held for Sale:
Parkway Plaza
Department store .............................. 26,422 99,083 2000
Discount department store ..................... 79,902 279,857 2003
</TABLE>
Section 13. Background of the Offer.
The first paragraph of Section 13 of the Offer to Purchase, entitled "Prior
Contacts with the Partnership", is hereby amended to read in its entirety as
follows:
PRIOR CONTACTS WITH THE PARTNERSHIP. On or about July 27, 1995, Robert
A. McNeil, Carol J. McNeil (the Chairman and Co-Chairman of the
Partnership's general partner's corporate general partner) and Mr. Icahn,
spoke by telephone. Mr. Icahn told the McNeils that he had been informed
that they were interested in selling the Partnership's general partner. The
McNeils said that they were not interested in selling the Partnership's
general partner but urged Mr. Icahn to contact their counsel, Scott
Wallace. In the conversation with the McNeils, Mr. Icahn indicated that he
intended to make a tender offer for Units and a joint tender offer was
discussed. Again, the McNeils urged Mr. Icahn to contact Scott Wallace. No
agreements were reached. In the days that followed up to on or about August
1, 1995, Mr. Icahn participated in several telephone conversations with
Scott Wallace. The same subjects were explored and Mr. Icahn confirmed his
intention to conduct a tender offer for Units. Again, no agreements were
reached. One of these conversations, which took place on or about August 1,
1995 among Scott Wallace, Mr. Icahn and a former counsel for the
Partnership, became a subject of the litigation described below.
The McNeils delivered a letter to the Purchaser on August 9, 1995
claiming that the former counsel divulged confidential information
concerning the McNeils' personal tax situation during the August 1, 1995
telephone conversation, that the Offer was based on confidential
information and that the Partnership would not mail the Offer unless the
Purchaser and Mr. Icahn signed a certificate concerning the purported
confidential information. Later that day, the Purchaser and Mr. Icahn,
through their counsel, responded to the McNeils stating, among other
things, that the former counsel confirmed that he did not convey any
confidential information, that Scott Wallace gave no indication that any of
the information conveyed by the former counsel was confidential and that,
in any event, the Purchaser was not aware that any information received
from the former counsel was confidential. The McNeils nevertheless
continued to refuse to mail. Therefore, on August 10, 1995, the Purchaser
commenced an action in the United States District Court for the Southern
District of New York against the Partnership's general partner, its
corporate general partner, and the McNeils (collectively "Management"), as
well as the Partnership and related partnerships (collectively with
Management, the "Defendants") alleging Management breaches of fiduciary
duty and that the Defendants' failure to mail the Offer violated the
Securities and Exchange Commission's Rule 14d-5. On that same day, the
Court, upon the Purchaser's application, issued a preliminary injunction.
The Court found that "High River [the Purchaser] and the limited partners
have been, and are being, irreparably harmed by defendants' failure timely
to furnish the
8
<PAGE>
limited partner lists or mail the tender offer materials to the limited
partners. . . . [D]efendants are depriving plaintiff [the Purchaser] of
its opportunity to tender and are depriving the limited partners of their
opportunity to consider whether to sell their units as contemplated by the
tender offer rules." The Court further found that "plaintiff has a
likelihood of success on the merits. Regulation 14d-5 is clear in its
requirements, and plaintiff appears likely to be able to demonstrate the
defendants violated the provisions of that regulation." The Court ordered
the Defendants to either furnish the Purchaser with a list of the names and
addresses of the Limited Partners or mail the Offer to the Limited Partners
on the Purchaser's behalf. The Defendants elected to mail.
On August 16, 1995, the Partnership, through its counsel, declined the
Purchaser's request for a list of the Limited Partners, stating that the
list was confidential and since the Purchaser was not a Limited Partner,
such information was not required to be provided under applicable law.
On August 17, 1995, the Purchaser sent a letter to the Partnership's
general partner requesting that the Partnership's general partner agree to
cooperate in satisfying certain conditions of the Offer and to facilitate
the transfer of Units, thereby enabling Limited Partners who wished to sell
their Units pursuant to the Offer the opportunity to do so.
On August 18, 1995, the Defendants in the above-described litigation
served and filed a Counterclaim and Answer (the "Counterclaim").
Defendants' Counterclaim requests an injunction and alleges that the Offer
was made in violation of federal securities laws, specifically Sections
10(b), 14(d) and 14(e) of the Exchange Act and the regulations promulgated
thereunder, because it failed to disclose that the Purchaser based its
Offer on confidential information. The Counterclaim also alleges that the
Offer failed to disclose that the Purchaser seeks control of the
Partnership and the related partnership Defendants, and that it failed to
adequately disclose financial information pertaining to the Purchaser and
the Purchaser's history of corporate acquisitions. The Purchaser denies the
allegations and believes they are wholly without merit.
The third paragraph of Section 13, entitled "Valuation Analysis", is hereby
amended to read in its entirety as follows:
VALUATION ANALYSIS. The Purchaser reviewed publicly available
financial information relating to the Partnership for the fiscal year ended
December 31, 1994 in order to determine an adjusted net income (reduced by
an amount intended to reflect normal capital expenditures and operating
expenses) of $7,197,541.00 and then capitalized that amount at 10.50%,
which the Purchaser believes represents an appropriate capitalization rate
for a real estate portfolio such as the Partnership's. That review process
produced an estimated aggregate net asset value per Unit (exclusive of cash
and cash equivalents equal to approximately $17.00 per Unit as of March 31,
1995) of approximately $106.00. When determining the value of his Units and
deciding whether to tender his Units pursuant to the Offer, a Limited
Partner should consider both the net asset value as estimated by the
Purchaser and the cash and cash equivalents (which, due to its method of
valuation of the Units, the Purchaser did not include in such net asset
value). It should be noted that the Purchaser does not have access to any
information concerning the Partnership or its properties other than
information that is publicly available, that the Purchaser's foregoing
calculations are based on rough estimates and that the values resulting
therefrom may not be indicative of actual values to any extent. It should
also be noted that investors may disagree as to the appropriate
capitalization rate to be applied, and Limited Partners are advised that
the utilization of a lower capitalization rate results in a higher estimate
of aggregate value.
The following is hereby added as the last paragraph of Section 13:
METHOD UTILIZED BY THE PURCHASER TO DETERMINE PURCHASE PRICE. In order
to determine the Purchase Price, the Purchaser considered the information
set forth above under "Valuation Analysis" and examined (i) information,
dated as of July 27, 1995, from the Chicago Partnership Board, Inc. (the
"Chicago Board") indicating asking prices per Unit ranging from $81.95 to
$100.95 that were acceptable to possible sellers of Units; and (ii) a
summary of the trading activity of the Units for the period April 1, 1995
through May 31, 1995 (the "Summary Period") appearing in the May/June 1995
issue of the Partnership Spectrum (the "Trading Summary"). The Trading
Summary indicated that during the Summary Period an aggregate of 313 Units
were traded in a total of 16 trades at a price range of $56.12 to $98.00
per Unit and at a weighted average of $86.66 per Unit. Limited Partners
should be aware that the Form 10-K states as follows: "[t]here is no
established public trading market for limited partnership units nor is one
expected to develop." Therefore, the prices reflected in
9
<PAGE>
the Trading Summary or in reports from the Chicago Board may not accurately
reflect the value of the Partnership's assets or of Units and Limited
Partners may or may not be able to sell their Units independently of the
Offer at the prices reflected in the Trading Summary or in reports from the
Chicago Board. Initially, the publicly disseminated Purchase Price was
$92.00 per Unit. Subsequently, however, the Purchaser determined, based
primarily on further consideration of the substantial amount of Partnership
borrowing and the high weighted average price per Unit reflected on the
Trading Summary as compared to the Purchaser's estimate of net asset value
per Unit, to decrease the Purchase Price to $72.00 per Unit notwithstanding
the fact that such Purchase Price is less than the weighted average
reflected on the Trading Summary and the prices reflected in the reports
from the Chicago Board.
Section 14. Conditions to the Offer.
The last paragraph of Section 14 of the Offer to Purchase is hereby amended
by adding the following as the last two sentences to such paragraph:
No assurance can be given that the Partnership's general partner will
voluntarily take the actions referred to in paragraphs (e) and (f).
Accordingly, in order to cause the Partnership's general partner to take
such actions, the Purchaser may be required to take appropriate actions,
including, without limitation, the commencement of litigation, the effect
of which may be to delay payment for tendered Units (except to the extent,
if any, that the Purchaser waives the applicable conditions).
HIGH RIVER LIMITED PARTNERSHIP
August 21, 1995
10
<PAGE>
Manually signed facsimile copies of the Assignment of Partnership
Interest and the Confirmation Letter will be accepted. The Assignment of
Partnership Interest, the Confirmation Letter and any other required documents
should be sent or delivered by each Limited Partner or such Limited Partner's
broker, dealer, bank, trust company or other nominee to the Depositary as set
forth below.
The Depositary for the Offer is:
IBJ SCHRODER BANK & TRUST COMPANY
By Mail:
P.O. Box 84
Bowling Green Station
New York, New York 10274-0084
Attn: Reorganization Operations Department
By Hand/Overnight Delivery:
One State Street
New York, New York 10004
Attn: Securities Processing Window,
Subcellar One, (SC-1)
By Facsimile:
(212) 858-2611
Confirm by Telephone:
(212) 858-2103
Questions and requests for assistance or for additional copies of the
Offer to Purchase, the Assignment of Partnership Interest and the Confirmation
Letter may be directed to the Information Agent at its telephone number and
address listed below. You may also contact your broker, dealer, bank, trust
company or other nominee for assistance concerning the Offer.
The Information Agent for the Offer is:
D.F. KING & CO., INC.
77 Water Street
New York, New York 10005
(212) 269-5550 (Collect)
or
(800) 628-8538 (Toll Free)
EXHIBIT 16
McNEIL REAL ESTATE FUND X, LTD.
CONFIRMATION LETTER
August 21, 1995
Dear Limited Partner:
Reference is made to the Assignment of Partnership Interest (the
"Assignment") sent to you by High River Limited Partnership (the "Purchaser") in
connection with its tender offer to purchase units of partnership interest
("Units") of McNeil Real Estate Fund X, LTD. (the "Partnership"). This letter
will evidence and confirm your understanding and agreement that: (i) the proxy
and power-of-attorney now, heretofore or hereafter granted to the Purchaser by
you in the Assignment (and all related and associated rights, authority and
power) shall be effective from acceptance for payment of the Units tendered and
shall remain effective and be irrevocable until August 1, 2005; and (ii) the
Purchaser may assign such proxy and/or power-of-attorney to any person with or
without assigning the related Units with respect to which such proxy and/or
power-of-attorney was granted.
In order to complete the tender of your Units to the Purchaser, you must
sign the reverse side of this Confirmation Letter and return it immediately to
the Depositary for the Offer, IBJ Schroder Bank & Trust Company, in the manner
indicated on the reverse side hereof. Your failure to return this Confirmation
Letter may result in the rejection of your tender.
Unless otherwise defined herein, capitalized terms used herein shall have
the meanings attributed to them in the Purchaser's Offer to Purchase dated
August 3, 1995, as amended and supplemented.
If you have any questions or need assistance in completing this
Confirmation Letter, please call the Information Agent for the Offer, D.F. King
& Co., Inc., at (212) 269-5550 (Collect) or at (800) 628-8538 (Toll Free).
HIGH RIVER LIMITED PARTNERSHIP
THIS LETTER MUST BE SIGNED ON THE REVERSE SIDE AND
RETURNED TO THE DEPOSITARY TO COMPLETE YOUR TENDER
<PAGE>
McNEIL REAL ESTATE FUND X, LTD.
CONFIRMATION LETTER
TO: HIGH RIVER LIMITED PARTNERSHIP
By executing this document in the space provided below, the undersigned
Limited Partner of McNeil Real Estate Fund X, LTD. (or authorized person signing
on behalf of the registered Limited Partner) hereby: (i) evidences and confirms
the undersigned's understanding and agreement that: (a) the proxy and
power-of-attorney now, heretofore or hereafter granted to the Purchaser by the
undersigned in the Assignment of Partnership Interest (the "Assignment") (and
all related and associated rights, authority and power) shall be effective from
acceptance for payment of the Units tendered by the undersigned and shall remain
effective and be irrevocable until August 1, 2005; and (b) the Purchaser may
assign such proxy and/or power-of-attorney to any person with or without
assigning the related Units with respect to which such proxy and/or
power-of-attorney was granted; and (ii) evidences and confirms the undersigned's
agreement to and acceptance of all of the terms, provisions and matters set
forth in the Confirmation Letter, the Assignment and the Offer to Purchase.
X_________________________________ ______________________________
Area Code and Telephone Number
X_________________________________
Signature(s) of Limited Partners
(SIGN HERE)
(Must be signed by registered Limited Partner(s) exactly as name(s) appear(s)
on the Certificate(s) or in the Partnership's records. If signature is by an
officer of a corporation, attorney-in-fact, agent, executor, administrator,
trustee, guardian or other person(s) acting in fiduciary or representative
capacity, please complete the line captioned "Capacity (Full Title)" and see
Instruction 5 of the Assignment.)
Date:_____________________________
In addition to signing your name above, PLEASE PRINT YOUR NAME(S) in the
following space:
________________________________________________________
Capacity (Full Title):__________________________________
Unless otherwise defined herein, capitalized terms used herein shall have
the meanings attributed to them in the Purchaser's Offer to Purchase dated
August 3, 1995, as amended and supplemented.
The Depositary for the Offer is:
IBJ SCHRODER BANK & TRUST COMPANY
<TABLE>
<CAPTION>
By Mail: By Facsimile: To Confirm: By Hand/Overnight Delivery:
<S> <C> <C> <C>
P.O. Box 84 (212) 858-2611 (212) 858-2103 One State Street
Bowling Green Station New York, New York 10004
New York, New York 10274-0084 Attn: Securities Processing
Attn: Reorganization Operations Window, Subcellar One,
Department (SC-1)
</TABLE>
THIS LETTER MUST BE SIGNED AND RETURNED
TO THE DEPOSITARY TO COMPLETE YOUR TENDER
EXHIBIT 17
FOR IMMEDIATE RELEASE
Contact: Tina Simms
(212) 921-3355
HIGH RIVER TENDER OFFER EXTENDED
August 22, 1995--High River Limited Partnership, a Delaware limited
partnership controlled by Carl C. Icahn, announced today that it is extending
the expiration date of its outstanding tender offers for ten McNeil real estate
limited partnerships to September 6, 1995. High River said that it is also
supplementing its existing offer to purchase to provide additional and updated
information to unitholders. The supplements are being delivered today for
mailing to unitholders.
The offer is not subject to financing.
