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. 19)*
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
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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. 19 TO SCHEDULE 14D-1
This Amendment No. 19 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,
Amendment No. 8 filed with the Commission on September 7, 1995,
Amendment No. 9 filed with the Commission on September 8, 1995,
Amendment No. 10 filed with the Commission on September 12, 1995,
Amendment No. 11 filed with the Commission on September 15, 1995,
Amendment No. 12 filed with the Commission on September 15, 1995,
Amendment No. 13 filed with the Commission on September 18, 1995,
Amendment No. 14 filed with the Commission on September 28, 1995,
Amendment No. 15 filed with the Commission on September 29, 1995
Amendment No. 16 filed with the Commission on October 2, 1995,
Amendment No. 17 filed with the Commission on October 2, 1995 and
Amendment No. 18 filed with the Commission on October 11, 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 (collectively with the Offer to Purchase, the "Offer").
Item 10. Additional Information
Item 10(f) is hereby amended to add the following:
(f) The information set forth in Exhibit 36 and Exhibit
37 attached hereto 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 36 Press release dated October 12, 1995
(b)
Exhibit 37 Press release dated October 12, 1995<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: October 12, 1995
HIGH RIVER LIMITED PARTNERSHIP
By: Riverdale Investors Corp., Inc.
Title: General Partner
By: /s/ Edward E. Mattner
Edward E. Mattner
Title: President
RIVERDALE INVESTORS CORP., INC.
By: /s/ Edward E. Mattner
Edward E. Mattner
Title: President
/s/ Theodore Altman
Carl C. Icahn
By: Theodore Altman as
Attorney-in-fact
[Signature Page for Amendment No. 19 to
McNeil Real Estate Fund XI, L.P. Schedule 14D-1]<PAGE>
<PAGE>
EXHIBIT INDEX
Page Number
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Exhibit 36 Press Release dated October 12, 1995
Exhibit 37 Press Release dated October 12, 1995
CONTACT: Tina Simms
(212) 921-3355
FOR IMMEDIATE RELEASE:
HIGH RIVER TENDER OFFERS FOR INTERESTS IN McNEIL LIMITED
PARTNERSHIPS HAVE EXPIRED
New York, New York, October 12, 1995......High River
Limited Partnership ("High River"), an affiliate of Carl C.
Icahn, announced the results of its tender offers (the "Tender
Offers") for units of limited partnership interest ("Units")
in ten limited partnerships controlled by Robert A. McNeil.
The results, which are set forth in the table below, are based
on preliminary information furnished by the depositary for the
Tender Offers.
A spokesman for High River stated that it was extremely
pleased with the results of its Tender Offers. High River
received tenders ranging from 38% to 3% of the outstanding
Units in the various Partnerships in spite of the efforts of
the Partnerships' general partner ("McNeil"). The spokesman
noted that McNeil strongly opposed the Tender Offers, made
extensive efforts to induce limited partners not to tender and
circulated withdrawal forms which appear to have confused a
number of limited partners. Among other things, McNeil told
limited partners repeatedly that it and others were
contemplating making competing tender offers. These competing
offers, however, never materialized. Additionally, McNeil
told limited partners they should not tender because the
Partnerships would be required to start liquidating in 1998
and 1999. In contrast, however, McNeil has disclosed
elsewhere that it expects to hold the Partnerships' properties
for an unspecified time until the real estate market and
Partnerships' investments improve, but cautioned that there
could be no assurance that property values would increase over
an extended period of time.
SEE NEXT PAGE
APPROXIMATE
NUMBER OF APPROXIMATE
UNITS TENDERED PERCENTAGE
AND NOT OF OUTSTANDING
PARTNERSHIP WITHDRAWN UNITS
McNeil Pacific Investors Fund 1972 530 4%
McNeil Real Estate Fund V, LTD. 608 3%
McNeil Real Estate Fund IX, LTD. 7,524 7%
McNeil Real Estate Fund X, LTD. 5,010 4%
McNeil Real Estate Fund XI, LTD. 10,526 7%
McNeil Real Estate Fund XIV, LTD. 9,428 11%
McNeil Real Estate Fund XV, LTD. 10,703 10%
McNeil Real Estate Fund XX, L.P. 5,883 12%
McNeil Real Estate Fund XXIV, L.P. 15,072 38%
McNeil Real Estate Fund XXV, L.P. 4,259,342 5%
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CONTACT: Tina Simms
(212) 921-3355
FOR IMMEDIATE RELEASE:
HIGH RIVER ACCEPTS UNITS TENDERED PURSUANT TO ITS TENDER OFFERS
FOR McNEIL LIMITED PARTNERSHIPS
New York, New York, October 12, 1995......High River
Limited Partnership ("High River"), an affiliate of Carl C.
Icahn, announced today that it has accepted for payment all
units of limited partnership interest ("Units") properly
tendered pursuant to its tender offers (the "Tender Offers") for
Units in each of McNeil Pacific Investors Fund 1972, 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.P., McNeil Real Estate Fund
XXIV, L.P., and McNeil Real Estate Fund XXV, L.P., and has so
instructed IBJ Schroder Bank & Trust Company, the Depositary for
the Tender Offers. As previously announced, the preliminary
count of Units tendered and not withdrawn is as set forth below:
APPROXIMATE
NUMBER OF APPROXIMATE
UNITS TENDERED PERCENTAGE
AND NOT OF OUTSTANDING
PARTNERSHIP WITHDRAWN UNITS
McNeil Pacific Investors Fund 1972 530 4%
McNeil Real Estate Fund V, LTD. 608 3%
McNeil Real Estate Fund IX, LTD. 7,524 7%
McNeil Real Estate Fund X, LTD. 5,010 4%
McNeil Real Estate Fund XI, LTD. 10,526 7%
McNeil Real Estate Fund XIV, LTD. 9,428 11%
McNeil Real Estate Fund XV, LTD. 10,703 10%
McNeil Real Estate Fund XX, L.P. 5,883 12%
McNeil Real Estate Fund XXIV, L.P. 15,072 38%
McNeil Real Estate Fund XXV, L.P. 4,259,342 5%
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