UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 13)*
McNeil Real Estate Fund XI, Ltd.
(Name of Issuer)
Limited Partnership Units
(Title of Class of Securities)
582568 30 9
(CUSIP Number)
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)
July 8, 1999
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box //.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
*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
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>
SCHEDULE 13D
CUSIP No. 582568 30 9
1 NAME OF REPORTING PERSON
High River Limited Partnership
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /x/
(b) //
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) //
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
7 SOLE VOTING POWER
16,869 Units
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
16,869 Units
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,869 Units
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* //
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.5%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 582568 30 9
1 NAME OF REPORTING PERSON
Riverdale LLC
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /x/
(b) //
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) //
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
16,869 Units
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
16,869 Units
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,869 Units
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* //
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.5%
14 TYPE OF REPORTING PERSON*
OO
<PAGE>
SCHEDULE 13D
CUSIP No. 582568 30 9
1 NAME OF REPORTING PERSON
Carl C. Icahn
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /x/
(b) //
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) //
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
18,305 Units
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
18,305 Units
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,305 Units
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* //
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.4%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 582568 30 9
1 NAME OF REPORTING PERSON
Unicorn Associates Corporation
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /x/
(b) //
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) //
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
7 SOLE VOTING POWER
1436 Units
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
1436 Units
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1436 Units
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* //
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.9%
14 TYPE OF REPORTING PERSON*
CO
<PAGE>
AMENDMENT NO. 13 TO SCHEDULE 13D
This statement ("Statement") constitutes Amendment No. 13 to the
Schedule 13D filed with the Securities and Exchange Commission (the
"Commission") on November 13, 1995, as amended to date (the "Initial Filing").
Unless otherwise indicated, capitalized terms used herein but not defined shall
have the meanings ascribed to them in the Initial Filing.
This Statement hereby amends the items identified below, or the
particular paragraphs of such items which are identified below.
Item 4. Purpose of Transaction
Item 4 is hereby amended to add the following:
On July 8, 1999, High River delivered a letter (a form of
which is attached hereto as Exhibit 1 and incorporated in its entirety herein by
reference) to McNeil Partners, L.P., McNeil Real Estate Management, Inc. and
Robert A. McNeil.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer
Item 6 is hereby amended to add the following:
The paragraph set forth under Item 4 above is hereby
incorporated herein by reference.
Item 7. Material to be Filed as Exhibits
Exhibit 1 Letter dated July 8, 1999, from High River Limited
Partnership and to McNeil Partners, L.P., McNeil
Real Estate Management, Inc. and Robert A. McNeil.
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statements is true, complete and
correct.
Dated: July 8, 1999
HIGH RIVER LIMITED PARTNERSHIP
By: Riverdale LLC
its General Partner
By: /s/ Edward Mattner
Edward Mattner
Title: Manager
RIVERDALE LLC
By: /s/ Edward Mattner
Edward Mattner
Title: Manager
UNICORN ASSOCIATES CORPORATION
By: /s/ Edward Mattner
Edward Mattner
Title: President
/s/ Theodore Altman
Carl C. Icahn
By: Theodore Altman as
Attorney-in-fact
[Signature Page for Amendment No. 13 to
McNeil Real Estate Fund XI, Ltd. Schedule 13D]
High River Limited Partnership
767 Fifth Avenue, 47th Floor
New York, NY 10153
July 8, 1999
Via Facsimile
McNeil Partners L.P.
McNeil Real Estate Management, Inc.
Robert A. McNeil
c/oWilliam Frank, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue
New York, New York 10022
Ladies and Gentlemen:
The purpose of this letter is to inform you that, on or before
the fifth day following the satisfaction of the Commencement Condition described
in the third paragraph hereof, High River Limited Partnership ("High River") and
certain of its affiliates (collectively, the "High River Parties") will commence
tender offers (the "Offers") for the units of limited partnership interest (the
"Units") of the limited partnerships (the "Partnerships") set forth in the table
below at the prices per Unit set forth in the table, net to the Limited Partners
in cash. The High River Parties will offer to purchase any and all such Units
tendered to them by Limited Partners of each Partnership, provided that, after
giving effect to such purchases, the High River Parties will own more than 50%
of all outstanding limited partnership units of that Partnership (including any
Units they already own).
The aggregate payment to Limited Partners being offered by the
High River Parties for all of the Units is $15,000,000 higher than the estimated
aggregate payment to Limited Partners in the proposed transaction with an
affiliate of Whitehall Real Estate Limited Partnership XI (the "Whitehall
Transaction"), as disclosed in your June 25, 1999 press release. The High River
Parties are able to offer Limited Partners a higher payout because, unlike the
Whitehall Transaction, we are not offering to purchase McRemi (which we believe
has no value) or Fairfax Associates II, Ltd. or McNeil Summerhill I, L.P. (which
we believe were improperly included in the Whitehall Transaction because they
are not part of the pending class action litigation). It is likely that the High
River Parties would have offered even higher prices for Units, but for the deal
you made with Whitehall which burdens the Partnerships with an
<PAGE>
unnecessary and wasteful $18,000,000 "break up" fee (plus up to an additional
$1,500,000 to cover Whitehall's expenses). As our counsel informed you in a
December 1, 1998 letter (a copy of which is attached), the High River Parties
believe that it is inappropriate to impose any such fees on Limited Partners and
would not have attempted to impose a "break up" fee had we been permitted to
participate in the bidding process for the Partnerships.
The sole condition (the "Commencement Condition") to the
commencement of the Offers by the High River Parties is that the court enter an
order rejecting in its entirety the proposed settlement of the pending class
action litigation and directing further that any new settlement not be approved
without due notice to, and an opportunity to object by, Limited Partners. In
addition to the Offers giving Limited Partners the benefit of higher and faster
per Unit payouts than the Whitehall Transaction, this condition to the
commencement of the Offers will preserve all existing claims against the general
partner of the Partnerships and its affiliates. As soon as the Commencement
Condition is satisfied, the High River Parties will place in escrow the sum of
$307,724,439, which represents the full purchase price for all Units in the
Partnerships not already owned by the High River Parties.
The following table compares the per Unit prices being offered
for each Partnership by the High River Parties to the estimated per Unit payout
from the Whitehall Transaction:
WHITEHALL PAYOUT HIGH RIVER
PER UNIT OFFERING PRICE
PARTNERSHIP (Estimated) PER UNIT(1)
MCNEIL IX $424.00 $444.99
MCNEIL X $234.00 $246.33
MCNEIL XI $221.00 $232.48
MCNEIL XIV $214.00 $225.21
MCNEIL XV $160.00 $168.75
- --------
(1) Of course, any distributions made with respect to the Units after June 25,
1999 would be netted against the per Unit prices offered by the High River
Parties.
<PAGE>
WHITEHALL PAYOUT HIGH RIVER
PER UNIT OFFERING PRICE
Partnership (Estimated) PER UNIT1
MCNEIL XX $92.00 $94.82
MCNEIL XXIV $347.00 $357.61
MCNEIL XXV $0.50 $0.52
MCNEIL XXVI $0.27 $0.28
MCNEIL XXVII $10.54 $10.76
MCNEIL XII $77.00 $83.62
MCNEIL XXI* $99.00 $125.46
MCNEIL XXII* $0.25 $0.26
MCNEIL XXIII* $0.28 $0.31
HEARTH HOLLOW $40,115.00 $42,713.43
MCNEIL MIDWEST $25,840.00 $29,117.01
REGENCY NORTH $75,916.00 $79,841.75
*Current Income Units Only
Very truly yours,
HIGH RIVER LIMITED PARTNERSHIP
By: Riverdale LLC, its general partner
By:
Carl C. Icahn, Member
