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. 3)
and
Amendment No. 6 to Schedule 13D
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)
582566 10 5
(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 Valuation*: $2,928,715 Amount of filing fee: $586
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* For purposes of calculating the filing fee only. This amount assumes the
purchase of 13,045.50 Units of the Partnership (consisting of all outstanding
Units other than Units owned by the Bidder and its affiliate) at $224.50 in cash
per Unit. The amount of the filing fee, calculated in accordance with Rule
0-11u(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: $586
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 3. TO SCHEDULE 14D-1
This Amendment No. 3 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 Pacific Investors Fund 1972, a California limited partnership, other than
Units owned by the Purchaser and Unicorn, at a purchase price of $224.50 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. 5 to the Schedule 13D filed by the
Reporting Persons on November 13, 1995, as amended by Amendment Nos. 1 through 4
thereto filed on May 24, 1996, August 5, 1996, September 20, 1996 and September
25, 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 trial of the California Federal Action was held on Thursday, October
17, 1996. Judge Stephen V. Wilson denied the McNeil Partnerships' requests for a
permanent and preliminary injunction to enjoin High River's tender offers and
granted High River's request for an order directing the McNeil Partnerships to
turn over current lists of unitholders to High River forthwith. The McNeil
Partnerships had claimed that they were not required to provide the lists to
High River because High River's tender offers were illegal, misleading and
violative of the terms of various McNeil Partnership agreements. Judge Wilson
directed the parties to submit proposals within the next two weeks regarding the
terms of a final order. In the interim, Judge Wilson requested that High River
submit a separate order requiring the McNeil Partnerships to immediately provide
High River with the unitholder lists.
The information set forth in Exhibit 26 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 26. Press Release dated October 21, 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: October 21, 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. 3 to McNeil Pacific Investors Fund 1972
Schedule 14D-1 and Amendment No. 7 to Schedule 13D; Amendment No. 3 to McNeil
Real Estate Fund IX, Ltd. Schedule 14D-1 and Amendment No. 8 to Schedule 13D;
Amendment No. 3 to McNeil Real Estate Fund X, Ltd. Schedule 14D-1 and Amendment
No. 9 to Schedule 13D; Amendment No. 3 to McNeil Real Estate Fund XI, Ltd.
Schedule 14D-1 and Amendment No. 8 to Schedule 13D; Amendment No. 3 to McNeil
Real Estate Fund XIV, Ltd. Schedule 14D-1 and Amendment No. 9 to Schedule 13D;
Amendment No. 3 to McNeil Real Estate Fund XV, Ltd. Schedule 14D-1 and Amendment
No. 8 to Schedule 13D; Amendment No. 3 to McNeil Real Estate Fund XX, L.P.
Schedule 14D-1 and Amendment No. 8 to Schedule 13D; Amendment No. 3 to McNeil
Real Estate Fund XXIV, L.P. Schedule 14D-1 and Amendment No. 8 to Schedule 13D;
and Amendment No. 3 to McNeil Real Estate Fund XXV, L.P. Schedule 14D-1 and
Amendment No. 8 to Schedule 13D]
<PAGE>
EXHIBIT INDEX
Page Number
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Exhibit 26. Press Release dated October 21, 1996.
EXHIBIT 26
Contact: Beacon Hill Partners, Inc.
(800) 253-3814
FOR IMMEDIATE RELEASE
HIGH RIVER TENDER OFFERS FOR MCNEIL
LIMITED PARTNERSHIPS EXTENDED
New York, New York, October 21, 1996--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
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 Fund XX, L.P.
("MREF XX"), McNeil Real Estate Fund XXIV, L.P. ("MREF XXIV"), McNeil Real
Estate Fund XXV, L.P. ("MREF XXV"), McNeil Real Estate XXVI, L.P. ("MREF XXVI"),
and McNeil Real Estate Fund XXVII, L.P. ("MREF XXVII"). The Tender Offers, as
extended, will expire at 12:00 midnight, New York City time, on Friday, November
1, 1996.
High River also announced that, at a trial held on October 17, 1996 in
United States District Court for the Central District of California, Judge
Stephen V. Wilson granted High River's request for an order directing MPIF, MREF
IX, MREF X, MREF XI, MREF XIV, MREF XV, MREF XX, MREF XXIV and MREF XXV to turn
over current lists of Unitholders to High River immediately. The Partnerships
had claimed that they were not required to provide the lists to High River
because High River's Tender Offers were illegal, misleading and violative of the
terms of various McNeil partnership agreements. Judge Wilson also denied the
Partnerships' requests to enjoin High River's Tender Offers.
Approximately 332 Units of MPIF, 993 Units of MREF IX, 723 Units of MREF X,
1,993 Units of MREF XI, 366 Units of MREF XIV, 864 Units of MREF XV, 523 Units
of MREF XX, 360 Units of MREF XXIV, 248,525 Units of MREF XXV, 108,674 Units of
MREF XXVI and 23,449 Units of MREF XXVII have been tendered to the depositary
pursuant to the Tender Offers.
The Tender Offers are being made pursuant to Offers to Purchase dated
September 20, 1996, as amended.
