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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. 2)*
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 30 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 aggregage 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
Dated Filed: August 4, 1995 and August 9, 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).
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AMENDMENT NO. 2 TO SCHEDULE 14D-1
This Amendment No. 2 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 (collectively, the
"Reporting Persons") with the U.S. Securities and Exchange Commission (the
"Commission") on August 3, 1995, as amended by Amendment No. 1 filed with the
Commission on August 9, 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 through August 7, 1995 (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").
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Item 10. Additional Information.
Item 10(e) is hereby amended to add the following:
(e) The information set forth in the Press Release, dated August 14, 1995
(regarding an action commenced on August 10, 1995), a copy of which is attached
hereto as Exhibit 10, 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 10 Press Release dated August 14, 1995, regarding the Offer
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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: August 14, 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. 2 to McNeil Real Estate Fund XI, Ltd.
Schedule 14D-1]
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EXHIBIT INDEX
Page Number
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Exhibit 10 Press Release dated August 14, 1995,
regarding the offer
FOR IMMEDIATE RELEASE
Contact: Tina Simms
(212) 921-3355
ICAHN UNIT GRANTED PRELIMINARY INJUNCTION
August 14, 1995--High River Limited Partnership ("High River"), a Delaware
limited partnership controlled by Carl C. Icahn, announced that the United
States District Court for the Southern District of New York issued a preliminary
injunction in an action filed there by High River against McNeil Partners L.P.,
McNeil Investors Inc., Robert A. McNeil, Carole A. McNeil (the "McNeils") and 10
limited partnerships operated by McNeil Partners L.P. (the "Partnerships").
High River is currently making tender offers for each of the Partnerships.
The Court ruled:
"This court finds that High River and the limited partners have been, and
are being, irreparably harmed by defendants' failure timely to furnish
the limited partner lists or mail the tender offer materials to the
limited partners. Time is of the essence in a tender offer. . . . In the
instant action, defendants are depriving plaintiff 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 finds 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.
Accordingly, the requested injuction is granted, and defendants are hereby
ordered to provide High River with a list of the names and addresses or
the limited partners of the partnerships or to make a commitment to mail
High River's tender offer materials on behalf of High River or cause them
to be mailed by Monday, August 14, 1995."
The Partnerships are 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., McNeil Real Estate Fund XXV, L.P.
Each offer, withdrawal rights and proration period will expire at 12:00
midnight, New York City time, on August 31, 1995, unless the offer is extended.
