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. 18)*
MCNEIL REAL ESTATE FUND V, LTD.
(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: $879.24
Valuation*: $4,396,220
- -------------------------------------------------------------------
* For purposes of calculating the fee only. This amount
assumes the purchase of 46,276 units of limited partnership
interest (the "Units") of the subject partnership for $95.00 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: $879.24
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. 18 TO SCHEDULE 14D-1
This Amendment No. 18 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,
Amendment No. 7 filed with the Commission on August 31, 1995,
Amendment No. 8 filed with the Commission on September 7, 1995,
Amendment No. 9 filed with the Commission on September 8, 1995,
Amendment No. 10 filed with the Commission on September 12, 1995,
Amendment No. 11 filed with the Commission on September 15, 1995,
Amendment No. 12 filed with the Commission on September 15, 1995,
Amendment No. 13 filed with the Commission on September 18, 1995,
Amendment No. 14 filed with the Commission on September 28, 1995,
Amendment No. 15 filed with the Commission on September 29, 1995
Amendment No. 16 filed with the Commission on October 2, 1995 and
Amendment 17 filed with the Commission on October 2, 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 (collectively with the Offer to Purchase, the "Offer").
Item 7. Contracts, Arrangements, Understandings or Relationships
With Respect to the Subject Company's Securities
Item 7 is hereby amended to add the following:
The information set forth in Exhibit 34 attached hereto
is incorporated herein by reference.
Item 10. Additional Information
Item 10(f) is hereby amended to add the following:
(f) The information set forth in Exhibit 35 attached
hereto is incorporated herein by reference.
Item 11. Materials to be Filed as Exhibits.
<PAGE>
<PAGE>
The following documents are filed as exhibits to this Schedule
14D-1:
(a)
Exhibit 34 Assignment and Assumption Agreement dated
October 6, 1995, between High River and
Unicorn Associates Corporation
(b)
Exhibit 35 Press release dated October 11, 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: October 11, 1995
HIGH RIVER LIMITED PARTNERSHIP
By: Riverdale Investors Corp., Inc.
Title: General Partner
By: /s/ Edward E. Mattner
Edward E. Mattner
Title: President
RIVERDALE INVESTORS CORP., INC.
By: /s/ Edward E. Mattner
Edward E. Mattner
Title: President
/s/ Theodore Altman
Carl C. Icahn
By: Theodore Altman as
Attorney-in-fact
[Signature Page for Amendment No. 18 to
McNeil Real Estate Fund V, L.P. Schedule 14D-1]<PAGE>
<PAGE>
EXHIBIT INDEX
Page Number
-----------
Exhibit 34 Assignment and Assumption Agreement
dated October 6, 1995, between
High River and Unicorn Associates
Corporation
Exhibit 35 Press Release dated October 11, 1995
CONTACT: D.F. King & Co., Inc.
(800)628-8538
FOR IMMEDIATE RELEASE:
HIGH RIVER TENDER OFFERS FOR INTERESTS IN McNEIL LIMITED
PARTNERSHIPS HAVE EXPIRED
New York, New York, October 11, 1995......High River
Limited Partnership ("High River") announced today that its
tender offers (the "Tender Offers") for units of limited
partnership interest ("Units") in each of McNeil Pacific
Investors Fund 1972, 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., and McNeil
Real Estate Fund XXV, L.P. (collectively, the "Partnerships")
expired pursuant to their terms at 12:00 midnight, New York
City time, on Friday, October 6, 1995.
Based on preliminary information furnished by the
depositary for the Tender Offers, approximately 530 Units of
McNeil Investors Fund 1972, 608 Units of McNeil Real Estate
Fund V, Ltd., 7,524 Units of McNeil Real Estate Fund IX, Ltd.,
5,010 Units of McNeil Real Estate Fund X, Ltd., 10,526 Units
of McNeil Real Estate Fund XI, Ltd., 9,428 Units of McNeil
Real Estate Fund XIV, Ltd., 10,703 Units of McNeil Real Estate
Fund XV, Ltd., 5,883 Units of McNeil Real Estate Fund XX,
L.P., 15,072 Units of McNeil Real Estate Fund XXIV, L.P., and
4,259,342 Units of McNeil Real Estate Fund XXV, L.P. were
tendered and not withdrawn prior to the expiration of the
Tender Offers.
A spokesman for High River stated that it was extremely
pleased with the results of its Tender Offers. The spokesman
noted that the Partnerships' general partner strongly opposed
the Tender Offers and made extensive efforts to induce limited
partners not to tender. Among other things, the general
partner told limited partners repeatedly that it and others
were contemplating making competing tender offers. These
competing offers, however, never materialized. Additionally,
the general partner told limited partners they should not
tender because the Partnerships would be required to start
liquidating in 1998 and 1999. In contrast, however, the
general partner has disclosed elsewhere that it expects to
hold the Partnerships' properties for an unspecified time
until the real estate market and Partnerships' investments
improve, but cautioned that there could be no assurance that
property values would increase over an extended period of
time.
-end-
HIGH RIVER LIMITED PARTNERSHIP
100 South Bedford Road
Mt. Kisco, New York 10549
October 6, 1995
Unicorn Associates Corporation
100 South Bedford Road
Mt. Kisco, New York 10549
Re: Offers to Purchase Units of Limited Partnership
Interest in certain McNeil Limited Partnerships
Ladies and Gentlemen:
Reference is made to each of the Offers to Purchase units
of limited partnership interest ("Units") in McNeil Pacific
Investors 1972, each of McNeil Real Estate Funds V, IX, X, XI,
XIV and XV, Ltd. and each of McNeil Real Estate Funds XX, XXIV
and XXV, L.P., each a California limited partnership
(collectively, the "Partnerships") dated August 3, 1995, as
amended and supplemented from time to time (collectively, the
"Offers to Purchase"), made by High River Limited Partnership,
a Delaware limited partnership (the "Assignor"). In
connection with the Offers to Purchase, limited partners
wishing to tender their Units duly executed and delivered an
Assignment of Partnership Interest (the "Assignments of
Partnership Interest") and a Confirmation Letter (the
"Confirmation Letters") to IBJ Schroder Bank & Trust Company,
the Depositary for the Offer.
Unless otherwise defined herein, capitalized terms used
herein shall have the meanings ascribed to them in the Offers
to Purchase.
For good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties
hereto, desiring to be legally bound, hereby agree as follows:
1. Assignment and Assumption
(a) As contemplated in Section 2 of the Offers to
Purchase, the Assignor hereby assigns, delivers and sets over
unto Unicorn Associates Corporation (the "Assignee") all of
the Assignor's: (i) right to purchase those Units tendered
pursuant to the Offers by limited partners resident in the
State of California (the "California Units"); and (ii) all
rights, powers and privileges under the Assignments of
Partnership Interest and Confirmation Letters executed by or
on behalf of the holders of the California Units, including,
without limitation, the proxy and power-of-attorney (and all
related and associated rights, authority and power) granted to
the Assignor therein and hereby names the Assignee as the
designee of the Assignor under all such Assignments of
Partnership Interest and Confirmation Letters.
(b) The Assignee hereby assumes and agrees to be
bound by all of the terms, covenants and conditions of the
Offer with respect to the foregoing assignments. The Assignee
hereby represents that it will purchase the California Units
for its own account for investment and not with a view to or
for sale in connection with any distribution of the California
Units.
2. Further Instruments
The parties hereto agree that they will execute and
deliver, or cause to be executed and delivered, to the other
such documents and instruments, in addition to those
specifically required by the provisions of this Assignment and
Assumption Agreement, in form and substance reasonably
satisfactory to the other, as may reasonably be necessary or
desirable to carry out or implement any provision of this
Assignment and Assumption Agreement.
3. Binding Nature; Governing Law
This Assignment and Assumption Agreement shall (a)
inure to the benefit of and be binding upon the respective
successors and permitted assigns of the parties hereto and (b)
be governed by, and construed in accordance with, the
substantive laws of the State of New York.
4. Amendments
This Agreement may not be altered, amended or
modified except by a writing signed by the party against whom
such alteration, amendment or modification is sought to be
enforced.
5. Third Party Beneficiaries
Nothing in this Agreement is intended to, or shall
be construed so as to create any, third party beneficiary to
this Agreement or otherwise confer any rights upon any person
or entity that is not a party hereto.
If the foregoing is acceptable to you, please so indicate
be executing the enclosed copy of this letter in the space
provided below.
Very truly yours,
HIGH RIVER LIMITED PARTNERSHIP
BY: RIVERDALE INVESTORS CORP.,
INC., GENERAL PARTNER
By: /s/ Edward E. Mattner
Name: Edward E. Mattner
Its: President
AGREED AND ACCEPTED
as of the date first
above written:
UNICORN ASSOCIATES CORPORATION
By: /s/ Edward E. Mattner
Name: Edward E. Mattner
Its: President
[Assignment and Assumption Agreement regarding
Units tendered by California Residents]
