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. 15)*
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
- -------------------------------------------------------------------
* 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. 15 TO SCHEDULE 14D-1
This Amendment No. 15 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,
and Amendment No. 14 filed with the Commission on September 28,
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 30 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:
(a)
Exhibit 30 Press release dated September 29, 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: September 29, 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. 15 to
McNeil Real Estate Fund XI, L.P. Schedule 14D-1]<PAGE>
<PAGE>
EXHIBIT INDEX
Page Number
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Exhibit 30 Press Release dated September 29,
1995
FOR IMMEDIATE RELEASE Contact: D.F. King & Co., Inc.
(800) 628-8538
HIGH RIVER TENDER OFFERS FOR McNEIL
LIMITED PARTNERSHIPS
New York, New York, September 29, 1995 -- High River
Limited Partnership ("High River"), an affiliate of Carl C.
Icahn, announced today that it is supplementing its offers to
purchase (the "Offers to Purchase") regarding its tender
offers for units of limited partnership interest 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. The
supplements are being delivered for mailing to unitholders.
High River has waived the conditions set forth in clauses (e)
and (f) of Section 14 of the Offers to Purchase and that
waiver is reflected in the supplements.
