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. 7)
(Final Amendment)
and
Amendment No. 10 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
-----------------------------------------------------------------
Transaction Valuation*: $2,928,715 Amount of filing fee: $586
-----------------------------------------------------------------
* 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>
SCHEDULE 14D-1
CUSIP No. 582566 10 5
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
High River Limited Partnership
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. SOURCES OF FUNDS (See Instructions)
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(e) or 2(f) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,382 Units
8. CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
10.0%
10. TYPE OF REPORTING PERSON (See Instructions)
PN; GM
2
<PAGE>
SCHEDULE 14D-1
CUSIP No. 582566 10 5
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Riverdale LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. SOURCES OF FUNDS (See Instructions)
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(e) or 2(f) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,382 Units
8. CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
10.0%
10. TYPE OF REPORTING PERSON (See Instructions)
O; GM
3
<PAGE>
SCHEDULE 14D-1
CUSIP No. 582566 10 5
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Unicorn Associates Corporation
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. SOURCES OF FUNDS (See Instructions)
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(e) or 2(f) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
239 Units
8. CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
1.7%
10. TYPE OF REPORTING PERSON (See Instructions)
CO; GM
4
<PAGE>
SCHEDULE 14D-1
CUSIP No. 582566 10 5
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Carl C. Icahn
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. SOURCES OF FUNDS (See Instructions)
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(e) or 2(f) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,621 Units
8. CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
11.8%
10. TYPE OF REPORTING PERSON (See Instructions)
IN; GM
5
<PAGE>
AMENDMENT NO 7. TO SCHEDULE 14D-1
AND
AMENDMENT NO. 10 TO SCHEDULE 13D
This Amendment No. 7 (Final Amendment) to Schedule 14D-1 constitutes the
Final Amendment to the Tender Offer Statement on Schedule 14D-1 filed by High
River Limited Partnership, a Delaware limited partnership ("High River"),
Riverdale LLC, a New York limited liability company ("Riverdale"), Unicorn
Associates Corporation, a New York corporation ("Unicorn"), and Carl C. Icahn
(collectively, the "Reporting Persons") with the U.S. Securities and Exchange
Commission (the "Commission") on September 20, 1996 as amended by Amendment Nos.
1 through 6 filed on September 25, 1996, October 9, 1996, October 21, 1996,
November 1, 1996, November 14, 1996 and November 25, 1996, respectively. 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 May 24, 1996, August 5, 1996, September 20, 1996, September 25,
1996, October 9, 1996, October 21, 1996, November 1, 1996, November 14, 1996,
and November 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 dated September 20, 1996, as amended and supplemented
from time to time (the "Offer to Purchase") and the related assignment of
Partnership Interest (collectively with the Offer to Purchase, the "Offer").
Item 6. Interest in Securities of Subject Company.
(a)-(b) The 1,621 Units which are listed above as being beneficially owned
by the Reporting Persons include 1,382 Units directly beneficially owned by High
River and 239 Units directly beneficially owned by Unicorn. Carl C. Icahn is the
controlling member of Riverdale, the general partner of High River and
indirectly beneficially owns all of the issued and outstanding shares of capital
stock of Unicorn. The Units beneficially owned by High River include (1) 875
Units tendered to High River pursuant to the Offer and transferred to High River
effective as of January 1, 1997, (2) 468 Units acquired by High River prior to
the commencement of the Offer, and (3) 39 Units tendered to High River pursuant
to the Offer and accepted for payment, but not yet transferred because of
defective paperwork.
<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: January 8, 1997
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. 7 to McNeil Pacific Investors Fund 1972
Schedule 14D-1 and Amendment No. 10 to Schedule 13D; Amendment No. 7 to McNeil
Real Estate Fund IX, Ltd. Schedule 14D-1 and Amendment No. 11 to Schedule 13D;
Amendment No. 7 to McNeil Real Estate Fund X, Ltd. Schedule 14D-1 and Amendment
No. 12 to Schedule 13D; Amendment No. 7 to McNeil Real Estate Fund XI, Ltd.
Schedule 14D-1 and Amendment No. 11 to Schedule 13D; Amendment No. 7 to McNeil
Real Estate Fund XIV, Ltd. Schedule 14D-1 and Amendment No. 12 to Schedule 13D]
