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. 9)*
MCNEIL REAL ESTATE FUND XI, LTD.
(Name of Subject Company [Issuer])
HIGH RIVER LIMITED PARTNERSHIP
CARL C. ICAHN
(Bidders)
LIMITED PARTNERSHIP UNITS
(Title of Class of Securities)
582568 87 9
(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: $906.14
Valuation*: $4,530,708
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* For purposes of calculating the fee only. This amount
assumes the purchase of 71,916 units of limited partnership
interest (the "Units") of the subject partnership for $63.00 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: $906.14
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>
<PAGE>
AMENDMENT NO. 9 TO SCHEDULE 14D-1
This Amendment No. 9 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,
Amendment No. 4 filed with the Commission on August 21, 1995,
Amendment No. 5 filed with the Commission on August 22, 1995,
Amendment No. 6 filed with the Commission on August 25, 1995,
Amendment No. 7 filed with the Commission on August 31, 1995 and
Amendment No. 8 filed with the Commission on September 7, 1995.
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 Contracts, Transactions or Negotiations With the
Subject Company
Item 3(b) is hereby amended to add the following:
(b) The information set forth in Exhibit 22 attached hereto
is incorporated herein by reference.
Item 10. Additional Information
Item 10(a) is hereby amended to add the following:
(a) The information set forth in Exhibit 22 attached hereto
is incorporated herein by reference.
Item 11. Materials to be Filed as Exhibits.
The following document is filed as an exhibit to this Schedule
14D-1:
(c)
Exhibit 22 Letter Agreement dated September 7, 1995 by
and among Carl C. Icahn, High River and McNeil
Partners, L.P.<PAGE>
<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: September 8, 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/ Theodore Altman
Carl C. Icahn
By: Theodore Altman as
Attorney-in-fact
[Signature Page for Amendment No. 9 to
McNeil Real Estate Fund XI, Ltd. Schedule 14D-1]<PAGE>
<PAGE>
EXHIBIT INDEX
Page Number
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Exhibit 22 Letter Agreement dated September 7,
1995 by and among Carl C. Icahn,
High River and McNeil Partners, L.P.
HIGH RIVER LIMITED PARTNERSHIP
September 7, 1995
Robert A. McNeil
Carole J. McNeil
McNeil Partners, L.P.
13760 Noel Road, Suite 700
Dallas, Texas 75240
Dear Mr. and Mrs. McNeil:
Reference is made to the letter agreement among
the undersigned and McNeil Investors, Inc., a copy of which
is annexed hereto as Exhibit A (the "August 24th Letter
Agreement"). Capitalized terms used but not defined herein
shall have the meanings ascribed to them in the August 24th
Letter Agreement.
The parties to this letter agreement hereby agree
that, except as otherwise hereafter agreed in writing by the
such parties:
1. The August 24th Letter Agreement is hereby amended
by substituting "September 12, 1995" for "September 7, 1995"
in Paragraphs 1, 2, 3, 5 and 6 of such August 24th Letter
Agreement.
2. McNeil Partners shall have the absolute right,
from time to time through 12 o'clock noon on September 11,
1995, to require High River to extend, and upon receipt of
written notice from McNeil Partners, High River shall
unconditionally extend, the expiration date of the Offers to
Purchase and High River shall, upon receipt of such notice,
issue a press release no later than the next business day
announcing such extension; provided, however, under no
circumstances shall McNeil Partners have the right to
require High River to extend the expiration date of the
Offers to Purchase beyond September 25, 1995.
3. Each party to this letter agreement represents and
warrants to the other party to this letter agreement that
during the period commencing upon the termination of its
obligations under Paragraphs 1, 2, 3, 5 and 6 of the August
24th Letter Agreement (the "Obligations") and ending upon
the execution of this letter agreement, it has not done any
act which would have violated the Obligations had they been
in effect at that time.
4. Nothing in this letter agreement shall be deemed
to be, or shall be, a waiver by either party to this letter
agreement of its respective rights under the August 24th
Letter Agreement.
If the foregoing is acceptable to you, please so
indicate by executing this letter in the space provided
below.
Very truly yours,
High River Limited Partnership
By: Riverdale Investors Corp., Inc.
______________________________
Edward E. Mattner
_____________________
Carl C. Icahn
Agreed and Accepted
McNeil Partners, L.P.
By: McNeil Investors, Inc.
__________________________
Robert A. McNeil
Chairman
__________________________
Carole J. McNeil
Co-Chairman
