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. 5)
and
Amendment No. 10 to Schedule 13D
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
- --------------------------------------------------------------------------------
Transaction Valuation*: $15,693,287 Amount of filing fee: $3,139
- --------------------------------------------------------------------------------
* For purposes of calculating the filing fee only. This amount assumes the
purchase of 150,175 Units of the Partnership (consisting of all outstanding
Units other than Units owned by the Bidder and its affiliate) at $104.50 in cash
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: $3,139
Form or Registration No.: Schedule 14D-1
Filing Party: High River Limited Partnership, Riverdale LLC,
Unicorn Associates Corporation and Carl C. Icahn
Dated Filed: September 20, 1996
* 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.
<PAGE>
AMENDMENT NO 5. TO SCHEDULE 14D-1
This Amendment No. 5 amends the Tender Offer Statement on Schedule 14D-1
filed with the Commission on September 20, 1996 (the "Schedule 14D-1") by High
River Limited Partnership, a Delaware limited partnership (the "Purchaser"),
Riverdale LLC, a New York limited liability company, Unicorn Associates
Corporation, a New York corporation ("Unicorn"), and Carl C. Icahn
(collectively, the "Reporting Persons") relating to the tender offer by the
Purchaser to purchase any and all limited partnership units (the "Units") of
McNeil Real Estate Fund XI, Ltd., a California limited partnership, other than
Units owned by the Purchaser and Unicorn, at a purchase price of $104.50 per
Unit, net to the seller in cash, without interest, less the amount of
distributions per Unit, if any, declared or made by the Partnership between
August 15, 1996 and the date of payment of the Purchase Price by the Purchaser,
upon the terms and subject to the Offer to Purchase dated September 20, 1996
(the "Offer to Purchase") and in the related Assignment of Partnership Interest,
as each may be supplemented and amended from time to time (which together
constitute the "Offer"), to include the information set forth below. This
Amendment also constitutes Amendment No. 10 to the Schedule 13D filed by the
Reporting Persons on November 13, 1995, as amended by Amendment Nos. 1 through 9
thereto filed on November 15, 1995, January 16, 1996, May 24, 1996, August 5,
1996, September 20, 1996, September 25, 1996, October 9, 1996, October 21, 1996
and November 1, 1996, respectively. Capitalized terms used herein and not
otherwise defined shall have the meanings ascribed to them in the Schedule 14D-1
and the Offer to Purchase.
Item 10. Additional Information.
Item 10(f) is hereby supplemented and amended as follows:
The information set forth in Exhibit 30 attached hereto is incorporated
herein by reference.
Item 11. Materials to Be Filed as Exhibits.
Item 11 is hereby supplemented and amended to add the following:
(c)
Exhibit 30. Press Release dated November 14, 1996.
<PAGE>
SIGNATURES
After reasonable 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 14, 1996
HIGH RIVER LIMITED PARTNERSHIP
By: Riverdale LLC, General Partner
and
RIVERDALE LLC
By: /s/ ROBERT J. MITCHELL
-------------------------------------
Robert J. Mitchell
Title: Manager, Vice President and
Treasurer
/s/ THEODORE ALTMAN
-------------------------------------
Carl C. Icahn
By: Theodore Altman as Attorney-in-fact
UNICORN ASSOCIATES CORPORATION
By: /s/ EDWARD MATTNER
-------------------------------------
Edward Mattner
Title: President
[Signature Page for Amendment No. 5 to McNeil Pacific Investors Fund 1972
Schedule 14D-1 and Amendment No. 8 to Schedule 13D; Amendment No. 5 to McNeil
Real Estate Fund IX, Ltd. Schedule 14D-1 and Amendment No. 9 to Schedule 13D;
Amendment No. 5 to McNeil Real Estate Fund X, Ltd. Schedule 14D-1 and Amendment
No. 10 to Schedule 13D; Amendment No. 5 to McNeil Real Estate Fund XI, Ltd.
Schedule 14D-1 and Amendment No. 9 to Schedule 13D; Amendment No. 5 to McNeil
Real Estate Fund XIV, Ltd. Schedule 14D-1 and Amendment No. 10 to Schedule 13D]
<PAGE>
EXHIBIT INDEX
Page Number
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Exhibit 30. Press Release dated November 14, 1996.
EXHIBIT 30
FOR IMMEDIATE RELEASE
Contact: Beacon Hill Partners, Inc.
(212) 843-8500
November 14, 1996 -- High River Limited Partnership ("High River"), a
Delaware limited partnership affiliated with Carl C. Icahn, announced today that
there will be no further extensions of its offers to purchase any and all
limited partnership Units of eleven McNeil partnerships -- McNeil Pacific
Investors Fund 1972, Ltd. ("MPIF"), 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.,
McNeil Real Estate Fund XXVI, L.P. and McNeil Real Estate Fund XXVII, L.P.
(collectively, the "Partnerships"). The offers are being made pursuant to Offers
to Purchase, dated September 20, 1996, as amended.
The offers will expire at 12:00 midnight, New York City time, on Friday,
November 22, 1996. The offers will not be extended.
