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. 13)*
MCNEIL REAL ESTATE FUND XIV, 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: $739.86
Valuation*: $3,699,300
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* For purposes of calculating the fee only. This amount
assumes the purchase of 38,940 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: $739.86
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. 13 TO SCHEDULE 14D-1
This Amendment No. 13 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
and Amendment No. 12 filed with the Commission on September 15,
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, as amended through August 7, 1995
(collectively with the Offer to Purchase, the "Offer").
Item 3. Past Contacts, Transactions or Negotiations With the
Subject Company
Item 3(b) is hereby amended to add the following:
(b) The information set forth in Exhibits 27 and 28
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 26 attached
hereto is incorporated herein by reference.
Item 11. Materials to be Filed as Exhibits.
The following documents are filed as exhibits to this Schedule
14D-1:
(a)
Exhibit 26 Press release dated September 18, 1995
(g)
Exhibit 27 Letter Agreement dated September 15, 1995 by
and among High River, Carl C. Icahn and McNeil
Partners, L.P.
Exhibit 28 Letter Agreement dated September 17, 1995 by
and among High River, Carl C. Icahn and McNeil
Partners, L.P.<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: September 18, 1995
HIGH RIVER LIMITED PARTNERSHIP
By: Riverdale Investors Corp., Inc.
Title: General Partner
By: /s/ Robert J. Mitchell
Robert J. Mitchell
Title: Vice President and Treasurer
RIVERDALE INVESTORS CORP., INC.
By: /s/ Robert J. Mitchell
Robert J. Mitchell
Title: Vice President and Treasurer
Carl C. Icahn
By: /s/ Theodore Altman
Theodore Altman as
Attorney-in-fact
[Signature Page for Amendment No. 13 to
McNeil Real Estate Fund XIV, L.P. Schedule 14D-1]<PAGE>
<PAGE>
EXHIBIT INDEX
Page Number
-----------
Exhibit 26 Press Release dated September 18,
1995
Exhibit 27 Letter Agreement dated September 15,
1995 by and among High River, Carl
C. Icahn and McNeil Partners, L.P.
Exhibit 28 Letter Agreement dated September 17,
1995 by and among High River, Carl
C. Icahn and McNeil Partners, L.P.
CONTACT: D.F. KING & CO., INC. The Herman Group, Inc.
(800) 628-8538 (800) 658-2007
FOR IMMEDIATE RELEASE
HIGH RIVER TENDER OFFERS FOR McNEIL
LIMITED PARTNERSHIPS EXTENDED
Dallas, Texas and New York, New York, September
18, 1995--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 V,
Ltd. ("MREF V"), 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 Estate Fund XX, L.P. ("MREF
XX"), McNeil Real Estate Fund XXIV, L.P. ("MREF XXIV") and
McNeil Real Estate Fund XXV, L.P. ("MREF XXV")
(collectively, the "Partnerships") until 12:00 midnight, New
York City time, October 2, 1995.
High River and McNeil Partners, L.P., the general
partner of each of the Partnerships ("McNeil Partners"), are
currently engaged in settlement discussions which, among
other things, may result in settlement of litigation with
respect to the Tender Offers. No assurance can be given as
to the outcome of those settlement discussions.
As of September 15, 1995, approximately 26 Units
of MPIF, 0 Units of MREF V, 446 Units of MREF IX, 495 Units
of MREF X, 530.33 Units of MREF XI, 480 Units of MREF XIV,
579 Units of MREF XV, 255.8 Units of MREF XX, 9,322 Units of
MREF XXIV and 223,152 Units of MREF XXV had been tendered to
the depositary pursuant to the terms of the Tender Offer.
The Tender Offers are being made pursuant to the
Offers to Purchase dated August 3, 1995, as amended and
supplemented.
HIGH RIVER LIMITED PARTNERSHIP
September 15, 1995
Robert A. McNeil
Carole J. McNeil
McNeil Partners, L.P.
13760 Noel Road, Suite 700
Dallas, Texas 75240
Dear Mr. and Mrs. McNeil:
Reference is made to the letter agreement among
the undersigned and McNeil Partners, L.P. dated August
24, 1995, as amended (the "August 24th Letter Agree-
ment"). Capitalized term used but not defined herein
shall have the meanings ascribed to them in the August
24th Letter Agreement.
The parties to this letter agreement hereby
agree that, except as otherwise hereafter agreed in
writing by the such parties:
1. The August 24th Letter Agreement is hereby
amended by substituting "September 18, 1995" for "Septem-
ber 12, 1995" in paragraphs 1, 2, 3, 5 and 6 of such
August 24th Letter Agreement.
2. McNeil Partners shall have the absolute right,
from time to time through 12 o'clock noon on September
18, 1995, to require High River to extend, and upon
receipt of written notice from McNeil Partners, High
River shall unconditionally extend, the expiration date
of the Offers to Purchase and High River shall, upon
receipt of such notice, issue a press release no later
than the next business day announcing such extension;
provided, however, under no circumstances shall McNeil
Partners have the right to require High River to extend
the expiration date of the Offers to Purchase beyond
October 2, 1995.
3. Each party to this letter agreement represents
and warrants to the other party that during the period
commencing upon the termination of its obligations under
Paragraphs 1, 2, 3, 5 and 6 of the August 24th Letter
Agreement (the "Obligations") and ending upon the execu-
tion of this letter agreement, it has not done any act
which would have violated the Obligations had they been
in effect at that time.
4. Notwithstanding Paragraph 5 of the August 24th
Letter Agreement, McNeil Partners may, in its discretion,
mail or cause to be mailed to limited partners of the
Partnerships, the attached press release.
5. Nothing in this letter agreement shall be
deemed to be, or shall be, a waiver by either party to
this letter agreement of the respective rights under the
August 24th Letter Agreement.
If the foregoing is acceptable to you, please so
indicate by executing this letter in the space provided
below.
Very truly yours,
High River Limited Partnership
By: Riverdale Investors Corp., Inc.
/s/By Marc Weitzen
/s/Carl C. Icahn by Marc Weitzen
Carl C. Icahn
Agreed and Accepted
McNeil Partners, L.P.
By: McNeil Investors, Inc.
/s/Robert A. McNeil by Patrick Foye
Robert A. McNeil
Chairman
/s/Carole J. McNeil by Patrick Foye
Carole J. McNeil
Co-Chairman
<PAGE>
CONTACT: D.F. King & Co., Inc. The Herman Group, Inc.
(800) 628-8538 (800) 658-2007
FOR IMMEDIATE RELEASE
HIGH RIVER TENDER OFFERS FOR McNEIL
LIMITED PARTNERSHIPS EXTENDED
Dallas, Texas and New York, New York, September
18, 1995--High River Limited Partnership announced today
that it has extended the expiration date of its tender
offers (the "Tender Offers") for units of limited partner-
ship 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 "Partner-
ships") until 12:00 midnight, New York City time, on Octo-
ber 2, 1995.
High River and McNeil Partners, L.P., the general partner
of each of the Partnerships ("McNeil Partners"),
are currently engaged in settlement discussions which,
among other things, may result in settlement of litigation
with respect to the Tender Offers. No assurance can be
given as to the outcome of those discussions.
The Tender Offers are being made pursuant to the
Offers to Purchase dated August 3, 1995, as amended and
supplemented.
McNeil Partners, L.P.
13760 Noel Road, Suite 700
Dallas, TX 75240
September 17, 1995
PERSONAL AND CONFIDENTIAL
Carl C. Icahn
High River Limited Partnership
90 South Bedford Road
Mt. Kisco, New York 10549
Reference is made to that certain Letter
Agreement dated August 24, 1995 among High River Limited
Partnership ("High River"), Carl C. Icahn and McNeil
Partners, L.P. ("McNeil Partners") (the "August 24 Letter
Agreement"), as amended by those certain Letter Agree-
ments dated September 7, 1995, September 12, 1995 and
September 15, 1995 (the "September 15 Letter Agreement")
among High River, Carl C. Icahn and McNeil Partners.
Pursuant to paragraph 2 of the September 15
Letter Agreement, McNeil Partners hereby directs High
River to extend each of the expiration dates of the
Offers to Purchase (as defined in the August 24 Letter
Agreement) until October 2, 1995. As you know, pursuant
to paragraph 2 of the September 15 Letter Agreement, High
River is required to issue a press release announcing
such extensions no later than tomorrow.
Sincerely,
McNeil Partners, L.P.
By: McNeil Investors, Inc., its
general partner
By: /s/Donald K. Reed
Donald K. Reed
President
