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. 21)*
(Final Amendment)
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. 21 TO SCHEDULE 14D-1
AND
SCHEDULE 13D
This Amendment No. 21 (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 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, Amendment No. 17 filed with the
Commission on October 2, 1995, Amendment No. 18 filed with the
Commission on October 11, 1995, Amendment No. 19 filed with the
Commission on October 12, 1995, and Amendment No. 20 filed with the
Commission on November 13, 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 11. Materials to be Filed as Exhibits.
(a)
The Press Release filed as Exhibit 38 to Amendment No. 20 was
a draft that was filed inadvertently and was not released. That
document is hereby deleted and replaced in its entirety by the
Press Release dated November 7, 1995 which is attached hereto as
Exhibit 42.<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: November 15, 1995
HIGH RIVER LIMITED PARTNERSHIP
By: Riverdale Investors Corp., Inc.
Title: 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. 21 to
McNeil Real Estate Fund V, LTD. Schedule 14D-1]<PAGE>
<PAGE>
EXHIBIT INDEX
Page Number
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Exhibit 42 Press Release dated November 7, 1995
FOR IMMEDIATE RELEASE Contact: Tina Simms
(212) 921-3355
HIGH RIVER SUES McNEIL
New York, New York, November 7, 1995 -- High River
Limited Partnership ("High River"), announced today that it is
filing a complaint in federal court in New York against Robert
McNeil and certain of his affiliates.
The complaint contains claims for waste and
mismanagement and alleges that McNeil Partners, the purported
general partner of various partnerships, was not properly
admitted as a general partner of certain of those
partnerships, but rather "took control of the
partnerships...greatly increased his compensation ...and
purported to insulate himself from liability for misconduct as
a general partner" in violation of applicable law. The
complaint seeks, among other things, an accounting of fees
paid to McNeil Partners and its affiliates and the return of
fees paid to such persons dating back to 1991.
The complaint seeks to compel the McNeils to
complete the administrative steps necessary to transfer to
High River units of limited partnership interest 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") which were tendered to High
River pursuant to its tender offers for such units.
