UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
McNeil Pacific Investors Fund 1972
(Name of Issuer)
Limited Partnership Units
(Title of Class of Securities)
582566 10 5
(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)
August 2, 1996
(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 which is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(b)(3) or
(4), check the following box //.
Check the following box if a fee is being paid with the statement
//. (A fee is not required only if the reporting person: (1) has
a previous statement on file reporting beneficial ownership of more
than five percent of the class of securities described in Item 1;
and (2) has filed no amendment subsequent thereto reporting
beneficial ownership of five percent or less of such class.) (See
Rule 13d-7).
NOTE: Six copies of this statement, including all exhibits, should
be filed with the Commission. See Rule 13d-1(a) 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 1 of 7 Pages<PAGE>
SCHEDULE 13D
CUSIP No. 582566 10 5 Page 2 of 8 Pages
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
468 Units (See Item 5 below)
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
468 Units (See Item 5 below)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
468 (See Item 5 below)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* //
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.4% (see Item 5 below)
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 582566 10 5 Page 3 of 8 Pages
1 NAME OF REPORTING PERSON
Riverdale Investors Corp., Inc.
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
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
468 Units (See Item 5 below)
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
468 (See Item 5 below)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
468 Units (See Item 5 below)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* //
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.4% (See Item 5 below)
14 TYPE OF REPORTING PERSON*
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 582566 10 5 Page 4 of 8 Pages
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
707 Units (See Item 5 below)
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
707 Units (See Item 5 below)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
707 Units (See Item 5 below)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* //
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1% (See Item 5 below)
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 582566 10 5 Page 5 of 8 Pages
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
239 Units (See Item 5 below)
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
239 Units (See Item 5 below)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
239 Units (See Item 5 below)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* //
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.7% (See Item 5 below)
14 TYPE OF REPORTING PERSON*
CO
<PAGE>
AMENDMENT NO. 2 TO SCHEDULE 13D
This statement ("Statement") constitutes Amendment No. 2 to
the Schedule 13D filed with the Securities and Exchange Commission
(the "Commission") on November 13, 1995, as amended by Amendment
No. 1 to the Initial filing filed with the Commission on May 24,
1996. 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 August 2, 1996, High River entered into a letter
agreement (the "Letter Agreement") with Herbert Beigel, plaintiffs'
counsel ("Plaintiffs' Counsel") in the Schofield, et al. v. McNeil
Partners, L.P. et. al. class action and derivative suit (the
"Litigation"), pursuant to which, among other things, High River
agreed to commence tender offers (the "Tender Offers") within the
next six months for any and all outstanding Units of McNeil Pacific
Investors Fund 1972, McNeil Real Estate Funds V, IX, X, XI, XIV and
XV, Ltd., and McNeil Real Estate Funds XX, XXIV and XXV, L.P.
(collectively, the "Partnerships"), as described more fully in Item
6 of this Schedule 13D.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer
Item 6 is hereby amended to add the following:
The Letter Agreement, a copy of which is attached hereto
as Exhibit 1, provides, among other things, that (i) High River
will commence, as soon as possible, but in no event more than 6
months, the Tender Offers for any and all of the outstanding Units
of the Partnerships at a price that is not less than 75% of the
estimated liquidation value of the Units (as determined by
utilizing the same methodology that was used to determine the
liquidation values in High River's previous tender offers for the
Partnerships), which Tender Offers may be subject to such other
terms and conditions as High River determines in its sole
discretion; (ii) in the event that High River attains the position
of general partner in any of the Partnerships: (a) High River will
take all actions necessary to cause a 25% reduction of fees of such
Partnership(s), including the current management incentive
distribution fee, (b) High River will not cause such Partnership(s)
to take any action to discontinue the Litigation with respect to
receivable claims (the "Receivable Claims"), and (c) High River and
Plaintiffs' Counsel will in good faith execute an appropriate
Stipulation of Settlement based upon the terms of the Letter
Agreement, which stipulation shall not include a settlement or
provide a release of the Receivable Claims; and (iii) from and
after the date of the Letter Agreement, Plaintiffs' Counsel will
not enter into any settlement of the claims asserted in the
Litigation which does not provide for all of the consideration
contained in that certain demand letter dated June 24, 1996, a copy
of which is attached hereto as Exhibit 2.
Item 7. Material to be Filed as Exhibits
Exhibit 1 Letter Agreement between High River Limited
Partnership and Herbert Beigel dated August 1,
1996.
Exhibit 2 Demand letter sent to Marco Schnabl, Pat Foye and
Ira Matetsky from Herbert Beigel, Andrew D.
Friedman, Lawrence Kolker and Lynda J. Grant dated
June 24, 1996.
<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: August 5, 1996
HIGH RIVER LIMITED PARTNERSHIP
By: Riverdale Investors Corp., Inc.,
its General Partner
By: /s/ Edward Mattner
Edward Mattner
Title: President
RIVERDALE INVESTORS CORP., INC.
By: /s/ Edward Mattner
Edward Mattner
Title: President
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. 2 to
McNeil Pacific Investors Fund 1972 Schedule 13D]
Letterhead of
BEIGEL SCHY LASKY RIFKIND FERTIK & GELBER
August 2, 1996
Edward E. Mattner
High River Limited Partnership
114 West 47 Street
Room 1925
New York, New York 10036
Re: Schofield, et al. v.
McNeil Partners, L.P., et al.
BC 133799 (Sup. Ct. of Calif.)
Dear Mr. Mattner
This letter will memorialize the agreement between counsel for
the plaintiffs in the referenced class action and derivative action
(the "Litigation") and High River Limited Partnership ("High
River") regarding the settlement of the Litigation. Any settlement
contemplated herein is subject to various conditions, including the
execution of a stipulation of settlement, approval by the
appropriate court, and notice to the limited partners of the
partnerships named as nominal defendants in the Litigation which
are listed on Exhibit "A" hereto (the "Partnerships").
In order to induce High River to commence tender offers for
any and all outstanding Units of the Partnerships pursuant to the
terms set forth below (the "Tender Offers") and provide the
additional consideration set forth below in the event that High
River attains the position of general partner of the Partnerships
- -- whether through a vote of limited partners or the acquisition of
the entities that currently own the general partnership interests
(the "Current General Partners"), Plaintiffs' counsel would agree
Edward E. Mattner
August 2, 1996
Page Two (2)
to settle all of the claims asserted in the Litigation against the
General Partner upon the following terms:
1. High River will commence, as soon as possible, but in no
event more than six (6) months, the Tender Offers for any and all
of the outstanding units of the Partnerships at a price that is not
less than 75% of the estimated liquidation value of the Units. The
Tender Offers may be subject to such other terms and conditions as
High River determines in its sole discretion. For the purposes of
this agreement, "liquidation value" means a current liquidation
value determined by utilizing the same methodology that was used to
determine the liquidation values in High River's previous tender
offers for Units of several of the Partnerships;
2. High River agreed that, in the event High River attains the
position of general partner in any of the Partnerships, it will
take all actions necessary to cause a 25% reduction of all fees,
including the current management incentive distribution ("MID")
fee, that are, or could be deemed to be, payable by such
Partnership(s) to the General Partner and/or its affiliates under
the current Amended and Restated Partnership Agreement(s) for such
Partnership(s); and
3. High River agrees that, in the event that it becomes the
General Partner in any of the Partnerships, it will not cause such
Partnership(s) to take any action to discontinue the Litigation
with respect to the Receivable Claims. For purposes of this
agreement, the "Receivable Claims" means those claims asserted
against the Current General Partner which seek the Partnerships'
receipt of all monies to which the Current General Partner claims
it is owed by the Partnerships and monies previously paid by the
Partnerships to the Current General Partner and its affiliates for
fees they claimed were owed under the current Partnership
Agreements.
Plaintiffs agree that from the date of this letter agreement
forward they will not enter into any settlement of the claims
asserted in the litigation against the Current General Partner and
its affiliates, including the Receivable Claims that does not
provide for all of the consideration contained in the attached
demand letter sent to the Current General Partner.
In the event that High River attains the position of general
partner in any of the Partnerships, the parties hereto will in good
faith execute an appropriate Stipulation of Settlement based on the
terms of this agreement. Such Stipulation shall not, in any event,
purport to settle or provide a release of the Receivable Claims. In
addition, the parties will in good faith execute any such other
documentation as may be required to obtain Court approval of the
Settlement.
If you have any questions, please do not hesitate to contact
the undersigned.
Very Truly yours,
/S/ Herbert Beigel
By: Herbert Beigel
AGREED TO BY HIGH RIVER
LIMITED PARTNERSHIP
/S/ Edward Mattner
By: Edward Mattner
<PAGE>
EXHIBIT "A"
McNEIL PACIFIC INVESTORS FUND 1972, LTD.
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.
Letterhead of
WECHSLER HARWOOD HALEBIAN & FEFFER LLP
June 24, 1996
Marco Schnabl, Esq.
Pat foye, Esq.
Ira Matetsky, Esq.
Skadden, Arps, Slate,
Meagher & Flom
919 Third Avenue
New York, New York 10022
Re: McNeil Limited Partnerships
Dear Messrs. Schnabl, Foye and Matetsky:
As you know, we have previously engaged in preliminary
settlement discussions in connection with the McNeil Limited
Partnership Litigation. In connection with such discussions, you
requested that we provide you with a draft of the consolidated
complaint that we intend to file, after some revisions in the
California State Court. This document will be sent to you under
separate cover.
In an effort to allow your client another opportunity to
settle the claims asserted in the litigation, the undersigned
counsel, on behalf of the putative class, would be willing to
settle the class and derivative claims against the Defendants for
no less than the following consideration:
1. The General Partner, or its affiliates, will cause
a 25% reduction of all General Partner fees,
including the management distribution fees, that
are currently payable by the Partnerships to the
General Partner and/or its affiliate;
2. The General Partners will waive all claims for
outstanding receivables claimed to be owed to them
by the partnerships (and return to the Partnerships
all receivables actually paid in the last 2 years);
and
3. The defendants will provide a liquidity option for
the Limited Partners by commencing, or causing the
General Partners to take all steps to solicit third
parties to commence, tender offers for any and all,
but in no event less than 40%, of the outstanding
limited partnership units in an amount that exceeds
the prices paid for the previous tender offers
commenced by High River Limited Partnership.
The agreement contemplated herein is subject to various
conditions, including the execution of a stipulation of settlement,
approval by the appropriate court, and notice to the limited
partners of the Partnerships.
Please be advised that the above proposal will remain
open until 5:00 p.m. on Thursday, June 27, 1996.
Very Truly yours,
/S/ Herbert Beigel
By: Herbert Beigel
/S/ Andrew D. Friedman
By: Andrew D. Friedman
/S/ Lawrence Kolker
By: Lawrence Kolker
/S/ Lynda J. Grant
By: Lynda J. Grant
