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)*
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
-------------------------------------------------------------------
* 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 and August 9, 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. 3 TO SCHEDULE 14D-1
This Amendment No. 3 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 (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 and Amendment No. 2
filed with the Commission on August 14, 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 through August 7, 1995 (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) On August 17, 1995, the Purchaser sent a letter (the
"Letter") to McNeil Partners, L.P., the general partner of the
Partnership (the "General Partner"), requesting that the General
Partner agree to cooperate in satisfying certain conditions of the
Offer and to facilitate the transfer of Units, thereby enabling
Limited Partners who wished to sell their Units pursuant to the
Offer to do so. The information set forth in the Letter, a copy of
which is attached hereto as Exhibit 11, is incorporated herein by
reference.
Item 11. Materials to be Filed as Exhibits.
The following document is filed as an exhibit to this Schedule
14D-1:
(g)
Exhibit 11 Letter dated August 17, 1995, from the
Purchaser to 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: August 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
/s/ Carl C. Icahn
Carl C. Icahn
[Signature Page for Amendment No. 3 to
McNeil Real Estate Fund XIV, Ltd. Schedule 14D-1]<PAGE>
<PAGE>
EXHIBIT INDEX
Page Number
-----------
Exhibit 11 Letter dated August 17, 1995,
from the Purchaser to McNeil
Partners, L.P.
EXHIBIT 11
HIGH RIVER LIMITED PARTNERSHIP
100 South Bedford Road
Mount Kisco, NY 10549
August 17, 1995
McNeil Partners, L.P.
13760 Noel Road, Suite 700, LB70
Dallas, Texas 75240
Ladies and Gentleman:
This letter is sent to you in your capacity as general
partner (the "General Partner") of the following limited
partnerships: McNeil Pacific Investors Fund 1972 ("Pacific 1972"),
McNeil Real Estate Fund V, Ltd. ("McNeil V"), 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" and each a "Partnership").
Reference is made to the separate Offers to Purchase
Units of Limited Partnership Interest, each dated August 3, 1995
(as thereafter amended), commenced by the undersigned (the
"Purchaser") in respect of each of the Partnerships (as
supplemented or amended, collectively, the "Offers to Purchase").
Reference is further made to the separate Assignments of
Partnership Interest associated with each of the Offers to
Purchase, copies of which have been annexed hereto as Exhibits "A"
through "J" (collectively, the "Assignments of Partnership
Interest" and together with the Offers to Purchase and all related
documentation, the "Offers"). Capitalized terms not otherwise
defined herein shall have the meanings ascribed to them in the
Offers.
The purpose of this letter is to confirm that certain
ministerial actions and activities necessary to complete a transfer
to the Purchaser of Units to be purchased pursuant to the Offers
will be taken and to assure the cooperation of the General Partner
in the transfer process so that each of the limited partner of each
Partnership (the "Limited Partners") who may desire to tender and
sell Units to the Purchaser will have the opportunity to do so.
Please execute this letter in the space provided below so
as to reflect your agreement as the general partner of each
Partnership and the agreement of each Partnership, as follows:
1. The form of the Assignments of Partnership Interest each
constitute a written instrument of transfer and assignment
satisfactory to the General Partner (and not in contravention of
the provisions of any Partnership Agreement) and, upon presentation
thereof in duly executed and appropriately completed form (pursuant
to the Instructions contained in such Assignments of Partnership
Interest) shall be and be deemed to be sufficient to: (a) transfer
and assign each Unit tendered (the "Tendered Units") pursuant to
each of such Assignments of Partnership Interest to the Purchaser;
and (b) cause the Partnership to admit the Purchaser as a
substitute Limited Partner in respect of the Tendered Units.
2. The form of transfer agreement (the "Transfer Agreement")
annexed hereto as Exhibit "K" is satisfactory to the General
Partner and, when appropriately executed and completed by the
Purchaser or its designee, shall be and be deemed to be sufficient
to satisfy any requirement in any Partnership Agreement with
respect to the submission of a transfer application or other
written instrument of acceptance to the same effect, or any
acceptance and/or adoption of the provisions of any Partnership
Agreement (including, without limitation, any power of attorney
provisions).
3. The form of opinion of counsel annexed hereto as Exhibit "L"
is satisfactory to the General Partner and when executed and
delivered by counsel contemplated therein will satisfy the
provisions of Section 12.6 of the Partnership Agreement for each of
the following eight partnerships: McNeil Real Estate Fund IX; X;
XI; XIV; XV; XX; XXIV and XXV (the "Specified Partnership
Agreements").
4. The form of the Statements of Destroyed, Lost or Stolen
Certificate(s) ("Statements") contained in each of the Assignments
of Partnership Interest are satisfactory to the General Partner
and, upon presentation thereof duly executed by an owner of Units
and appropriately completed (pursuant to the Instructions contained
in the Assignments of Partnership Interest) shall: (a) be and be
deemed effective to cause the Partnership to issue a new
Certificate or Certificates of Limited Partnership Interest to
replace the Certificate or Certificates which are claimed as
destroyed, lost or stolen in the Statements, which will then be and
be deemed to be included in the tender of Units to the Purchaser as
applicable; and (b) shall not impair the effectiveness of the
associated Assignments of Partnership Interest in any way.
5. The General Partner shall take all action as is necessary to
register the transfer of Units to the Purchaser and to complete the
admission of the Purchaser to the Partnerships as a substitute
Limited Partner (including any amendment of the Partnership
Agreements, if applicable) as promptly as practicable following the
submission by the Purchaser to the General Partner of the
documentation referred to in paragraphs 1 through 4 above and the
Certificates associated with the Tendered Units (or the Statements,
where appropriate) (without regard to the next regular admission
date), and the General Partner will provide and grant any consent
or approval relating thereto required under the applicable
Partnership Agreements. Such transfer and substitution shall be
recorded on the books and records of the appropriate Partnerships
and registered on the Unit register or other records of such
Partnership. Upon such admission, the General Partner will provide
a letter to the Purchaser acknowledging the admission of the
Purchaser to each Partnership as a substitute Limited Partner and
specifying the number of Units held by the Purchaser as reflected
on the books and records and register of the Partnership and issue
to the Purchaser Certificates representing the same.
6. There are no: (i) procedures or requirements which would be
required to be performed or satisfied; (ii) documents required to
be delivered by the Purchaser or other person; or (iii) consents,
approvals or authorizations of any governmental or other authority
required, for the Purchaser to complete or obtain the completion of
any transfer of Units or registration thereof by or with respect to
any Partnership or be admitted as a substitute Limited Partner of
each of the Partnerships, other than the delivery of documents
contemplated in paragraph 5 above. All necessary consents and
approvals of all transfer agents for any of the Partnerships is set
forth below. Notwithstanding the provisions of Section 8.1 of the
Partnership Agreement for Pacific 1972, presentment and delivery of
a holder's copy of the Restated Certificate and Agreement of
Limited Partnership (as referred to in such Partnership Agreement)
is not required for any tender, sale or transfer of Units or the
completion of the matters contemplated in paragraph 5 above. Each
of the Partnerships issues certificates evidencing ownership of
Units therein. The General Partner has not, and prior to the
completion of actions contemplated in paragraph 5 above, will not,
issue new or replacement certificates pursuant to Sections 12.1(b)
or (c) of the Specified Partnership Agreement.
7. Upon the expiration of the Offers, each Partnership will
furnish to the Purchaser such information as it requests to: (i)
verify that the persons purporting to transfer Units to the
Purchaser pursuant to the Offers are in fact the owners of such
Units as reflected on the Partnership's books and records or
register; (ii) confirm the number of Units owned (and/or being
tendered) by any person; and (iii) make any determination under the
applicable Partnership Agreements regarding numbers of Units
required to be retained by any person tendering only a portion of
its Units. In addition, with respect to McNeil V, at the request
of the Purchaser, the General Partner will provide to the Purchaser
such information as is necessary to ascertain the number of Units
of such Partnership that may be purchased without violation of
Section 12.3 thereof as it relates to Section 708 of the Internal
Revenue Code of 1954, as amended.
8. The only fees which will be charged in connection with the
transfer of Units pursuant to the Offers including, without
limitation, transfer fees, assignment fees, fees in connection with
the issuance of new Certificates, fees for taxes or other
governmental charges and fees and expenses of transfer agents will
be a fee of $75.00 ($50.00 in the case of Pacific 1972) for each
transfer of Units by a transferee to the Purchaser (regardless of
the number of Units involved in such transfer); provided that if a
transferee is an owner of Units in more than one Partnership then
the $75.00 fee would apply separately to each transfer of Units
(regardless of the number of Units involved in such transfer) with
respect to each Partnership.
9. The General Partner agrees to, and to cause the Partnership
and its agents to, execute, acknowledge, deliver, file and record
such documents, certificates, and instruments and to do all such
other acts and things, as may be required, necessary or advisable,
to carry out the full intents and purposes of this letter and to
facilitate the completion of the transactions and activities
contemplated herein. In this regard, the General Partner will,
among other things, cooperate with the Purchaser so as to enable
the Purchaser to purchase in the Offer, Units tendered by any
person who has submitted to a Partnership documents necessary to
acquire Units purchased by such person, but who has not yet been
admitted as a limited partner.
Given the exigencies of the Offers we request that you
respond to this letter on or before August 21, 1995. If you have
any questions regarding this letter or comments on particular
portions of this letter, please have your attorney contact Theodore
Altman, Esq at (212) 626-0812 or Keith L. Schaitkin, Esq. at (212)
626-0838.
Very truly yours,
High River Limited Partnership
By: Riverdale Investors Corp.,
Inc., general partner
By: /s/ Richard T. Buonato
Richard T. Buonato
Agreed and Acknowledged:
McNeil Partners, L.P.
By:______________________
cc: Patrick Foye, Esq.
<PAGE>
<PAGE>
The undersigned transfer agents for the Partnerships specified next
to their respective names hereby agree and acknowledge that to the
extent its consent or approval is required under any Partnership
Agreement with respect to any document or matter referred to above
in this letter, that the same is hereby given.
Transfer Agent: Partnership(s)
____________________________ _________________________
Name (Please Print) (Please Complete as Applicable)
By:_________________________
, Title
Transfer Agent: Partnership(s)
____________________________ _________________________
Name (Please Print) (Please Complete as Applicable)
By:_________________________
, Title
Transfer Agent: Partnership(s)
____________________________ _________________________
Name (Please Print) (Please Complete as Applicable)
By:_________________________
, Title
<PAGE>
Transfer Agent: Partnership(s)
____________________________ _________________________
Name (Please Print) (Please Complete as Applicable)
By:_________________________
, Title
Transfer Agent: Partnership(s)
____________________________ _________________________
Name (Please Print) (Please Complete as Applicable)
By:_________________________
, Title
Transfer Agent: Partnership(s)
____________________________ _________________________
Name (Please Print) (Please Complete as Applicable)
By:_________________________
, Title
Transfer Agent: Partnership(s)
____________________________ _________________________
Name (Please Print) (Please Complete as Applicable)
By:_________________________
, Title
Transfer Agent: Partnership(s)
____________________________ _________________________
Name (Please Print) (Please Complete as Applicable)
By:_________________________
, Title
Transfer Agent: Partnership(s)
____________________________ _________________________
Name (Please Print) (Please Complete as Applicable)
By:_________________________
, Title
Transfer Agent: Partnership(s)
____________________________ _________________________
Name (Please Print) (Please Complete as Applicable)
By:_________________________
, Title
<PAGE>
<PAGE>
EXHIBITS "A" THROUGH "J"
Exhibits "A" through "J" are incorporated herein by
reference to Amendment No. 1 to Schedules 14D-1 filed on August 9,
1995, by the Purchaser regarding McNeil Pacific Investors Fund
1972, McNeil Real Estate Funds V, IX, X, XI, XIV and XV, Ltd. and
McNeil Real Estate Fund XX, XXIV and XXV, L.P., respectively.<PAGE>
<PAGE>
EXHIBIT K
TRANSFER AGREEMENT
High River Limited Partnership, a Delaware limited
partnership (the "Transferee"), the transferee and assignee of
Units (the "Units") of Limited Partnership Interest in
_________________ (the "Partnership"), hereby: (i) agrees to be
bound by the terms and conditions of the Partnership Agreement of
the Partnership (the "Partnership Agreement"); (ii) represents and
warrants that it has all right, power and authority to enter into
the Partnership Agreement and to apply for transfer of the Units in
the name of Transferee; (iii) appoints McNeil Partners, L.P., the
Partnership's general partner, its successors and assigns (the
"General Partner") Transferee's attorney-in-fact to execute, swear
to, acknowledge and file any document necessary or appropriate for
Transferee's admission as a Limited Partner in the Partnership and
as a party to the Partnership Agreement; (iv) grants the power of
attorney to the General Partner provided for in the Partnership
Agreement; (v) gives the waivers and consents contained in the
Partnership Agreement; (vi) executes the Partnership Agreement; and
(vii) requests, seeks and demands to be admitted thereto as a
limited partner.
High River Limited Partnership
By: Riverdale Investors Corp.,
Inc., general partner
By:_______________________
<PAGE>
<PAGE>
EXHIBIT L
____________, 1995
McNeil ____________<F1>
Attn: McNeil Partners, L.P.
13760 Noel Road, Suite 700, LB70
Dallas, Texas 75240
Ladies and Gentlemen:
We have represented High River Limited Partnership ("High
River") in connection with its offer (the "Offer") to purchase
limited partnership interests ("Units") in McNeil
_____________<F1> (the "Partnership"). We are furnishing this
opinion pursuant to Section 12.6 of the partnership agreement of
the Partnership.
We are of the opinion that transfers of Units made
pursuant to the Offer will not result in the Partnership being
classified as a "publicly traded partnership" for federal income
tax purposes for the year in which such transfers take place.
Very Truly Yours
____________
[FN]
<F1> To be addressed and refer to each of McNeil Real Estate Fund
IX; X; XI; XIV; XV; XX; XXIV and XXV
