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. 8)*
MCNEIL PACIFIC INVESTORS FUND 1972
(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
- -------------------------------------------------------------------
Transaction Amount of filing fee: $136.16
Valuation*: $680,790
- -------------------------------------------------------------------
* For purposes of calculating the fee only. This amount
assumes the purchase of 6,189 units of limited partnership interest
(the "Units") of the subject partnership for $110.00 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: $136.16
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. 8 TO SCHEDULE 14D-1
This Amendment No. 8 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 and
Amendment No. 7 filed with the Commission on August 31, 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, as amended through August 7, 1995 (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 21 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 21 Press Release dated September 7, 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 7, 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
CARL C. ICAHN
By: /s/Theodore Altman
Theodore Altman
Attorney-in-fact
[Signature Page for Amendment No. 8 to
McNeil Pacific Investors Fund 1972 Schedule 14D-1]<PAGE>
<PAGE>
EXHIBIT INDEX
Page Number
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Exhibit 21 Press Release dated September 7,
1995
CONTACT: D.F. KING & CO. The Herman Group, Inc.
(800) 628-8538 (800) 658-2007
FOR IMMEDIATE RELEASE
HIGH RIVER TENDER OFFERS FOR McNEIL
LIMITED PARTNERSHIPS EXTENDED
Dallas, Texas and New York, New York, September 7,
1995--High River Limited Partnership ("High River")
announced today that it has extended the expiration date of
its tender offers (the "Tender Offers") for units of limited
partnership interest ("Units") in each of McNeil Pacific
Investors Fund 1972 ("MPIF"), McNeil Real Estate Fund V,
Ltd. ("MREF V"), McNeil Real Estate Fund IX, Ltd. ("MREF
IX"), McNeil Real Estate Fund X, Ltd. ("MREF X"), McNeil
Real Estate Fund XI, Ltd. ("MREF XI"), McNeil Real Estate
Fund XIV, Ltd. ("MREF XIV"), McNeil Real Estate Fund XV,
Ltd. ("MREF XV"), McNeil Real Estate Fund XX, L.P. ("MREF
XX"), McNeil Real Estate Fund XXIV, L.P. ("MREF XXIV") and
McNeil Real Estate Fund XXV, L.P. ("MREF XXV")
(collectively, the "Partnerships") until 12:00 midnight, New
York City time, September 20, 1995.
High River and McNeil Partners, L.P., the general
partner of each of the Partnerships ("McNeil Partners"), are
currently engaged in settlement discussions which, among
other things, may result in settlement of litigation with
respect to the Tender Offers. No assurance can be given as
to the outcome of those settlement discussions.
As of September 6, 1995, approximately 5 Units of
MPIF, 0 Units of MREF V, 344 Units of MREF IX, 306 Units of
MREF X, 467.33 Units of MREF XI, 318 Units of MREF XIV, 452
Units of MREF XV, 69.8 Units of MREF XX, 7,104 Units of MREF
XXIV and 221,117 Units of MREF XXV had been tendered to the
depositary pursuant to the terms of the Tender Offer.
The Tender Offers are being made pursuant to the
Offers to Purchase dated August 3, 1995, as amended.
