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. 7)*
(Final Amendment)
AND
SCHEDULE 13D
SHELTER PROPERTIES I LIMITED PARTNERSIP
(Name of Subject Company [Issuer])
HIGH RIVER LIMITED PARTNERSHIP
CARL C. ICAHN
(Bidders)
LIMITED PARTNERSHIP UNITS
(Title of Class of Securities)
(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:
Valuation*: $6,861,000.00 $1,372.20
- ------------------------------------------------------------
* For purposes of calculating the fee only. This amount
assumes the purchase of 15,000 units of limited partnership
interest (the "Units") of the subject partnership for
$457.40 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: $1,372.20
Form or Registration No.: Schedule 14D-1, dated 5/26/95
Filing Party: High River Limited Partnership & Carl C. Icahn
Date Filed: May 26, 1995
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SCHEDULE 14D-1/SCHEDULE 13D
CUSIP No. Page of Pages
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) /x/
(b) //
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC; AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) //
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 1,695
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
//
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.05%
10 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 14D-1/SCHEDULE 13D
CUSIP No. Page of Pages
1 NAME OF REPORTING PERSON
Riverdale Investors Corp., Inc.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /x/
(b) //
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) //
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 1,695
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
//
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.05%
10 TYPE OF REPORTING PERSON*
CO
<PAGE>
SCHEDULE 14D-1/SCHEDULE 13D
CUSIP No. Page of Pages
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) /x/
(b) //
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) //
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 1,695
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
//
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.05%
10 TYPE OF REPORTING PERSON*
IN
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AMENDMENT NO. 7 TO SCHEDULE 14D-1
AND
SCHEDULE 13D
This Amendment No. 7 constitutes (i) the final amendment
to 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 (collectively, the
"Reporting Persons") with the U.S. Securities and Exchange
Commission (the "Commission") on May 26, 1995, as amended by
Amendment No. 1 filed with the Commission on May 30, 1995,
Amendment No. 2 filed with the Commission on May 30, 1995,
Amendment No. 3 filed with the Commission on June 1, 1995,
Amendment No. 4 filed with the Commission on June 12, 1995,
Amendment No. 5 filed with the Commission on June 16, 1995 and
Amendment No. 6 filed with the Commission on June 20, 1995
(collectively, the "Schedule 14D-1") and (ii) the Statement on
Schedule 13D of the Reporting Persons (the Schedule 13D, and
together with the Schedule 14D-1, the "Schedules"). All
capitalized terms used herein but not otherwise defined shall
have the meanings ascribed to such terms in the Offer to
Purchase dated May 26, 1995, as amended and supplemented
through June 20, 1995 (the "Offer to Purchase") and the
related Assignment of Partnership Interest, as amended through
May 31, 1995 (collectively with the Offer to Purchase, the
"Offer").
Item 6. Interest in Securities of the Subject Company.
(a)-(b) As previously disclosed, at 12:00 midnight,
New York City time, on Monday July 3, 1995, the Offer expired
pursuant to its terms. Based upon final information provided
to the Reporting Persons by the Depositary on November 8,
1995, a total of 1,695 Units, representing approximately
11.05% of the Units outstanding were purchased pursuant to the
Offer.
Item 11. Materials to be Filed as Exhibits.
The following documents are to be filed as exhibits to
this Schedule 14D-1/13D:
(c)
Exhibit 18 Joint Filing Agreement dated November 17,
1995 by and among High River Limited
Partnership, Riverdale Investors Corp.,
Inc. and Carl C. Icahn
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EXHIBIT INDEX
Exhibit 18 Joint Filing Agreement dated November 17,
1995 by and among High River Limited
Partnership, Riverdale Investors Corp.,
Inc. and Carl C. Icahn
Exhibit 19 Power of Attorney dated November 9, 1995,
granted by Carl C. Icahn to Theodore
Altman
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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: November 17, 1995
HIGH RIVER LIMITED PARTNERSHIP
By: Riverdale Investors Corp., Inc.
Title: General Partner
By: /s/ Edward Mattner
Edward Mattner
Title: President
RIVERDALE INVESTORS CORP., INC.
By: /s/ Robert J. Mitchell
Robert J. Mitchell
Title: Vice President and Treasurer
/s/ Theodore Altman
Carl C. Icahn
By: Theodore Altman
Attorney-in-fact
[Signature Page for Shelter Properties I Limited
Partnership Schedule 14D-1 (Amendment No. 7)]
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act
of 1934, as amended, the persons named below agree to the joint filing on behalf
of each of them of statements on Schedule 13D (including amendments thereto)
with respect to the units of limited partnership interest of each of Shelter
Properties I Limited Partnership, Shelter Properties II Limited Partnership,
Shelter Properties III Limited Partnership, Shelter Properties IV Limited
Partnership, Shelter Properties V Limited Partnership and Shelter Properties VI
Limited Partnership and further agree that this Joint Filing Agreement be
included as an Exhibit to such joint filings. In evidence thereof, the
undersigned, being duly authorized, have executed this Joint Filing Agreement
this 17th day of November, 1995.
HIGH RIVER LIMITED PARTNERSHIP
By: RIVERDALE INVESTORS CORP.,
INC.
Its: General Partner
By: /s/ Edward Mattner
Edward Mattner
Its: President
RIVERDALE INVESTORS CORP., INC.
By: /s/ Edward Mattner
Edward Mattner
Its: President
/s/ Theodore Altman
Carl C. Icahn
By: Theodore Altman
Attorney-in-fact
[Joint Filing Agreement for Schedule 13D with respect to Shelter Partnerships]
<PAGE>
POWER OF ATTORNEY
KNOW EVERYONE BY THESE PRESENTS, which are intended to constitute a
Power of Attorney, that I, CARL C. ICAHN, residing at Museum Towers, 15 W. 53rd
Street, Apt. 51C, New York, N.Y., do hereby appoint THEODORE ALTMAN, residing at
94 Haights Cross Road, Chappaqua, New York.
MY ATTORNEY-IN-FACT TO ACT: As Attorney-In-Fact for the limited
purpose of executing (i) amendments to statements on Schedule 14D-1 in
connection with those certain tender offers (the "McNeil Tender Offers") with
respect to each of McNeil Pacific Investors Fund 1972, Ltd., McNeil Real Estate
Fund V, Ltd., McNeil Real Estate Fund IX, Ltd., McNeil Real Estate Fund X, Ltd.,
McNeil Real Estate Fund XI, Ltd., McNeil Real Estate Fund XIV, Ltd., McNeil Real
Estate Fund XV, Ltd., McNeil Real Estate Fund XX, L.McNeil Real Estate Fund
XXIV, L.P. and McNeil Real Estate Fund XXV, L.P.; (ii) a Schedule 13D and all
amendments thereto, in connection with the McNeil Tender Offers, including joint
filing agreements in connection thereto; (iii) Forms 3,4 and 5, and all
amendments thereto, in connection with the McNeil Tender Offers; (iv) amendments
to statements on Schedule 14D-1 in connection with those certain tender offers
(the "Shelter Tender Offers") with respect to each of Shelter Properties I
Limited Partnerhsip, Shelter Properties II Limited Partnership, Shelter
Properties III Limited Partnership, Shelter Properties IV Limited Partnership,
Shelter Properties V Limited Parternship and Shelter Properties VI Limited
Partnership; (v) a Schedule 13D and all amendments thereto, in connection with
the Shelter Tender Offers, including joint filing agreements in connection
thereto; and (vi) Forms 3, 4 and 5, and all amendments thereto, in connection
with the Shelter Tender Offers.
To induce any third party to act hereunder, I hereby agree that any
third party receiving a duly executed copy or facsimile of this instrument may
act hereunder, and that revocation or termination hereof, shall be ineffective
as to such third party unless and until actual notice or knowledge of such
revocation or termination shall have been received by such third party.
IN WITNESS WHEREOF, I have hereunto signed my name this 9th day of
November, 1995.
/s/ Carl C. Icahn
Carl C. Icahn
STATE OF NEW YORK }
COUNTY OF NEW YORK}
On November 9, 1995 before me, Alice Blumberg the undersigned
officer, personally appeared CARL C. ICAHN, known personally to me to be the
individual described in and who executed the foregoing instrument and
acknowledged that he executed the same.
/s/ Alice Blumberg
Notary Public
[Signature Page to Power of Attorney for McNeil and Shelter Partnerships]
<PAGE>
