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. 5)*
MCNEIL REAL ESTATE FUND XXIV, L.P.
(Name of Subject Company [Issuer])
HIGH RIVER LIMITED PARTNERSHIP
CARL C. ICAHN
(Bidders)
LIMITED PARTNERSHIP UNITS
(Title of Class of Securities)
582568 88 7
(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: $540.00
Valuation*: $2,700,000
- -------------------------------------------------------------------
* For purposes of calculating the fee only. This amount assumes the
purchase of 18,000 units of limited partnership interest (the "Units") of the
subject partnership for $150.00 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: $540.00
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>
AMENDMENT NO. 5 TO SCHEDULE 14D-1
This Amendment No. 5 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, and Amendment No. 4 filed with the Commission on
August 21, 1995 (collectively, the "Statement"). 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 Section 13 of the Offer to
Purchase, entitled "Background of the Offer," is incorporated herein
by reference.
Item 5. Purpose of the Tender Offer and Plans or Proposals of the
Bidder.
Item 5(c) is hereby amended to add the following:
The information set forth in the "INTRODUCTION" of the Offer to Purchase is
incorporated herein by reference.
Item 10. Additional Information.
Item 10(e) is hereby amended and restated in its entirety as follows:
(e) The information set forth in Section 13 of the Offer To Purchase,
entitled "Background of the Offer," is incorporated herein by reference.
Item 10(f) is hereby amended to add the following:
(f) The information set forth in the Supplement to the Offer to Purchase
dated August 21, 1995 and the Confirmation Letter dated August 21, 1995, copies
of which are attached hereto as Exhibits 14 and 15, respectively, 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 14 Supplement to the Offer to Purchase dated August 21, 1995
Exhibit 15 Confirmation Letter dated August 21, 1995
(g)
Exhibit 16 Press Release dated August 22, 1995
<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 22, 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. 5 to McNeil Real Estate
Fund XXIV, L.P. Schedule 14D-1]
<PAGE>
EXHIBIT INDEX
Page Number
-----------
Exhibit 14 Supplement to the Offer to Purchase dated
August 21, 1995
Exhibit 15 Confirmation Letter dated August 21, 1995
Exhibit 16 Press Release dated August 22, 1995
EXHIBIT 14
Supplement to the Offer to Purchase for Cash
Up To 18,000 Units Of Limited Partnership Interest
in
McNEIL REAL ESTATE FUND XXIV, L.P.
for
$150.00 Net Per Unit
by
HIGH RIVER LIMITED PARTNERSHIP
THE OFFER, WITHDRAWAL RIGHTS AND PRORATION PERIOD WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON SEPTEMBER 6, 1995, UNLESS THE OFFER IS EXTENDED.
IMPORTANT
HIGH RIVER LIMITED PARTNERSHIP, a Delaware limited partnership (the
"Purchaser"), hereby supplements and amends its Offer to Purchase dated August
3, 1995, as amended on August 7, 1995. The Purchaser is offering to purchase up
to 18,000 units of limited partnership interest ("Units") in McNEIL REAL ESTATE
FUND XXIV, L.P., a California limited partnership (the "Partnership"), at a
purchase price of $150.00 per Unit (the "Purchase Price"), net to the seller in
cash, without interest, upon the terms and subject to the conditions set forth
in: (i) the Offer to Purchase dated August 3, 1995, as amended on August 7,
1995; (ii) this Supplement thereto (such Offer to Purchase, as amended on August
7, 1995 and as amended and supplemented by this Supplement, the "Offer to
Purchase"); and (iii) the related Assignment of Partnership Interest (which
collectively constitute the "Offer"). Unless the context otherwise requires,
capitalized terms used in this Supplement but not defined herein shall have the
meanings ascribed to them in the Offer to Purchase.
The bullets on the front cover page and the inside front cover page of the
Offer to Purchase are hereby amended and restated in their entirety as follows:
Limited Partners are urged to consider the following factors:
o The Purchaser is making the Offer with a view to making a profit.
Accordingly, there is a conflict between the desire of the Purchaser to
purchase Units at the lowest possible price and the desire of the Limited
Partners to sell their Units at the highest possible price.
o The net asset value per Unit of approximately $279.00 (exclusive of
cash and cash equivalents equal to approximately $47.00 per Unit as of
March 31, 1995) estimated by the Purchaser is greater than the Purchase
Price. When determining the value of his Units and deciding whether to
tender his Units pursuant to the Offer, a Limited Partner should consider
BOTH the net asset value as estimated by the Purchaser and the cash and
cash equivalents (which, due to its method of valuation of the Units, the
Purchaser did not include in such net asset value). See "Introduction" and
Section 13 of the Offer to Purchase.
o If the Purchaser is successful in acquiring a substantial number of
Units pursuant to the Offer, the Purchaser, which is controlled by Carl C.
Icahn, will have the right to vote those Units and may thereby be in
(continued on following page)
------------
For More Information or for Further Assistance,
Please Call the Information Agent:
D.F. King & Co., Inc.
(212) 269-5550 (Collect)
or
(800) 628-8538 (Toll Free)
August 21, 1995
<PAGE>
(continued from previous page)
a position to influence voting decisions with respect to the Partnership,
including, without limitation, decisions concerning amendments to the
Partnership Agreement and removal and replacement of the Partnership's
general partner. This means that (i) those who remain Limited Partners
after the expiration of the Offer could be prevented from taking action
they desire but that the Purchaser opposes and (ii) the Purchaser may be
able to take action desired by the Purchaser but opposed by such remaining
Limited Partners. Generally, however, voting decisions other than certain
decisions concerning the removal and substitution of the Partnership's
general partner require the consent of the Partnership's general partner
prior to effectuation. Further, to the extent valid, Reorganization
Transactions require a Supermajority Vote (as those terms are defined in
the Partnership Agreement) and the consent of the Partnership's general
partner prior to effectuation. See Section 10 of the Offer to Purchase.
o The terms of the Partnership Agreement require the Partnership's
general partner to begin to liquidate the Partnership's properties no later
than March 30, 1999, and to use commercially reasonable efforts to
liquidate and terminate the Partnership by December 31, 1999. If such a
liquidation were to occur, Limited Partners who sell their Units to the
Purchaser pursuant to the Offer will not participate in any such
liquidation, which may be at a price higher than the Purchase Price. See
"Introduction" and Section 9 of the Offer to Purchase.
o The Purchaser may seek to remove the Partnership's general partner
but, while reserving such right, the Purchaser has no present intention of
doing so. Such removal may require the Partnership to pay a fee to the
Partnership's general partner and/or its affiliates and may result in
acceleration of certain of the Partnership's debt obligations, which may
have an adverse effect on the Partnership. See "Introduction" of the Offer
to Purchase.
o As discussed in Section 6 of the Offer to Purchase, the sale of 50
percent or more of the Units in the Partnership over a period of twelve
months will result in the termination of the Partnership for federal income
tax purposes. Such a termination would result in lower depreciation
deductions to the Partnership for the next few years. Accordingly, it is
possible that the acquisition of Units pursuant to the Offer, when combined
with other transfers within twelve months, will result in a termination of
the Partnership for income tax purposes. In such a case, non-tendering
Limited Partners may, depending on their individual circumstances, have a
greater tax liability with respect to the Partnership than they would have
had in the absence of a termination. See Section 6 of the Offer to
Purchase.
INTRODUCTION
The bullets in the "INTRODUCTION" of the Offer to Purchase are hereby
amended and restated in their entirety as follows:
SOME FACTORS TO BE CONSIDERED BY LIMITED PARTNERS. In considering the
Offer, Limited Partners may wish to consider the following:
o The Purchaser is making the Offer with a view to making a profit.
Accordingly, there is a conflict between the desire of the Purchaser to
purchase Units at the lowest possible price and the desire of the Limited
Partners to sell their Units at the highest possible price.
(continued on following page)
------------
Questions and requests for assistance or for additional copies of the Offer
to Purchase, the Assignment of Partnership Interest and the Confirmation Letter
may be directed to the Information Agent at the address and telephone numbers
set forth on the back cover of this Supplement. No soliciting dealer fees or
other payments to brokers for tenders are being paid by the Purchaser.
2
<PAGE>
(continued from previous page)
o If the Purchaser is successful in acquiring a substantial number of
Units pursuant to the Offer, the Purchaser, which is controlled by Mr.
Icahn, will have the right to vote those Units and may thereby be in a
position to influence voting decisions with respect to the Partnership,
including, without limitation, decisions concerning amendments to the
Partnership Agreement and removal and replacement of the Partnership's
general partner. This means that (i) those who remain Limited Partners
after the expiration of the Offer could be prevented from taking action
they desire but that the Purchaser opposes and (ii) the Purchaser may be
able to take action desired by the Purchaser which may be opposed by, and
which may not be in the best interests of, such remaining Limited Partners.
Generally, however, voting decisions other than certain decisions
concerning the removal and substitution of the Partnership's general
partner require the consent of the Partnership's general partner prior to
effectuation. Further, to the extent valid, Reorganization Transactions
require a Supermajority Vote (as those terms are defined in the Partnership
Agreement) and the consent of the Partnership's general partner prior to
effectuation. See Section 10 of the Offer to Purchase.
o The terms of the Partnership Agreement require the Partnership's
general partner to begin to liquidate the Partnership's properties no later
than March 30, 1999, and to use commercially reasonable efforts to
liquidate and terminate the Partnership by December 31, 1999. In this
regard, however, it should be noted that the Form 10-K states as follows:
"In light of the depressed real estate market, the Partnership has not been
able to liquidate all of its properties within the originally expected time
frame of from five to ten years after their acquisition (i.e., between 1990
and 1996). The General Partner now expects to hold the Partnership's
portfolio of real estate investments until such time as the real estate
market and the performance of the Partnership's investments improves and
permits the Partnership to achieve its capital preservation and capital
gains objectives. There can be no assurance, however, that the properties'
values will increase over an extended holding period." If such a
liquidation were to occur, Limited Partners who sell their Units to the
Purchaser pursuant to the Offer will not participate in any such
liquidation, which may be at a price higher than the Purchase Price.
o Although the Purchaser is making the Offer for investment purposes,
it may, depending on the number of Units it acquires pursuant to the Offer,
be in a position to influence control of the business of the Partnership.
If the Purchaser acquires a substantial number of the outstanding Units,
the Purchaser will be in a position to influence voting decisions with
respect to the Partnership. The Purchaser may seek to remove the general
partner of the Partnership but, while reserving such right, the Purchaser
has no present intention of doing so. Such removal may require the
Partnership to pay a fee to the Partnership's general partner and/or its
affiliates and may result in acceleration of certain of the Partnership's
debt obligations, which may have an adverse effect on the Partnership.
o Based solely on financial and other information relating to the
Partnership that is publicly available in its Form 10-K filed with the
Commission, the Purchaser, solely for consideration with other information
in connection with preparing a bid, estimated the net asset value per Unit
to be approximately $279.00 (exclusive of cash and cash equivalents equal
to approximately $47.00 per Unit as of March 31, 1995). When determining
the value of his Units and deciding whether to tender his Units pursuant to
the Offer, a Limited Partner should consider both the net asset value as
estimated by the Purchaser and the cash and cash equivalents (which, due to
its method of valuation of the Units, the Purchaser did not include in such
net asset value). THE PURCHASER HAS RECENTLY VISITED CERTAIN OF THE
PARTNERSHIP'S PROPERTIES. HOWEVER, THE PURCHASER HAS NOT CONDUCTED ANY
APPRAISAL OF THE PARTNERSHIP'S PROPERTIES AND HAS NO INDEPENDENT BASIS
WHATSOEVER FOR DETERMINING THE ACCURACY OR COMPLETENESS OF THE
PARTNERSHIP'S PUBLICLY FILED FINANCIAL INFORMATION OR FOR DETERMINING TO
WHAT EXTENT, IF ANY, THE PURCHASER'S ESTIMATE OF NET ASSET VALUE REPRESENTS
THE TRUE NET ASSET VALUE OF EACH UNIT. See Section 13 of the Offer to
Purchase.
o As discussed in Section 6 of the Offer to Purchase, the sale of 50
percent or more of the Units in the Partnership over a period of twelve
months will result in the termination of the Partnership for federal income
tax purposes. Such a termination would result in lower depreciation
deductions to the Partnership for the next few years. If the acquisition of
Units pursuant to the Offer, when combined with other transfers within
twelve months, results in a termination of the Partnership, non-tendering
Limited Partners may, depending on their individual circumstances, have a
greater tax liability with respect to the Partnership than they would have
had in the absence of a termination. See Section 6 of the Offer to
Purchase.
3
<PAGE>
THE OFFER
Section 3. Procedure for Tendering Units.
The first paragraph of Section 3 of the Offer to Purchase, entitled "Valid
Tender", is hereby amended to read in its entirety as follows:
VALID TENDER. To validly tender Units, a properly completed and duly
executed Assignment of Partnership Interest, any other documents required
by the Assignment of Partnership Interest (or facsimiles thereof) and the
associated Certificates AS WELL AS AN EXECUTED COPY OF THE CONFIRMATION
LETTER DATED AUGUST 21, 1995 (OR A FACSIMILE THEREOF) (THE "CONFIRMATION
LETTER") must be received by the Depositary, at its address set forth on
the back cover of the Offer to Purchase, on or prior to the Expiration
Date. Subject to the Minimum Units Requirements, a Limited Partner may
tender any or all of the Units owned by that Limited Partner. No
alternative, conditional or contingent tenders will be accepted.
The fifth paragraph of Section 3 of the Offer to Purchase, entitled
"Appointment as Proxy", is hereby amended by adding the sentence set forth below
as the last sentence of such fifth paragraph:
The proxy and power of attorney granted by a Limited Partner to the
Purchaser upon his execution of the Assignment of Partnership Interest
shall be effective from acceptance for payment of the Units tendered and
shall remain effective and be irrevocable until August 1, 2005.
Section 9. Certain Information Concerning the Partnership.
Section 9 of the Offer to Purchase is hereby amended by adding the
following immediately prior to the last paragraph of such Section 9:
<TABLE>
SELECTED FINANCIAL DATA
<CAPTION>
Year Ended December 31,
----------------------------------------------------------------------
Statements of Operations 1994 1993 1992 1991 1990
- ------------------------ ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Rental revenue ...................... $ 4,127,396 $ 3,903,951 $ 4,174,958 $ 3,737,718 $ 3,668,033
Write-down for permanent
impairment of real estate .......... -- -- -- (1,192,000) --
Loss before extraordinary items ..... (65,511) (30,846) (260,259) (1,357,270) (21,113)
Extraordinary items ................. -- -- 51,510 1,281,009 57,026
Net income (loss) ................... (65,511) (30,846) (208,749) (76,261) 35,913
Net income (loss) per limited
partnership unit:
Income (loss) before
extraordinary items ............... $ (1.62) $ (.76) $ (6.44) $ (33.59) $ (.53)
Extraordinary items ................ -- -- 1.27 31.70 1.43
----------- ----------- ----------- ----------- -----------
Net income (loss) .................. $ (1.62) $ (.76) $ (5.17) $ (1.89) $ .90
=========== =========== =========== =========== ===========
Distributions per limited
partnership unit .................. $ -- $ -- $ -- $ 7.08 $ 28.32
=========== =========== =========== =========== ===========
<CAPTION>
As of December 31,
----------------------------------------------------------------------
Balance Sheets 1994 1993 1992 1991 1990
- -------------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Real estate investments, net ........ $25,251,693 $25,836,338 $26,303,508 $27,146,117 $28,837,692
Total assets ........................ 27,674,971 28,067,428 28,453,312 29,218,226 30,723,498
Mortgage note payable ............... 5,660,558 5,874,740 6,126,404 6,295,171 6,375,976
Partners' equity .................... 21,034,090 21,099,601 21,130,447 21,339,196 21,698,657
4
<PAGE>
<CAPTION>
Six Months ended
June 30,
(in thousands,
except per Unit data)
---------------------
1995 1994
------ ------
(unaudited)
Statements of Operations Data:
<S> <C> <C>
Total Revenues ........................................ $2,156 $2,168
Net Income (Loss) before extraordinary
items, if any ........................................ $ (43) $ 29
Net Income (Loss) allocated to limited partners ....... $ (42) $ 28
Net Income (Loss) per limited partnership
unit before extraordinary items, if any .............. $(1.06) $ 0.71
Distributions per limited partnership unit ............ $ -- $ --
<CAPTION>
As of
June 30,
1995
(in thousands,
except per Unit data)
---------------------
(unaudited)
Balance Sheet Data:
<S> <C>
Total Assets ........................................ $27,660
Total Liabilities ................................... $ 6,669
Limited Partners' Equity ............................ $20,998
Limited partnership units outstanding ............... 40,000
Book Value per Unit ................................. $524.95
</TABLE>
Competitive Conditions:
Island Plaza--Island Plaza is a single-story retail strip shopping center
located near a major intersection of a suburban market. The property is set back
from its frontage road behind three out parcels. A large competitive shopping
center is adjacent to the property and is accessible by a road with heavier
traffic flow than Island Plaza. The competitive property has maintained
occupancy in the high 90% range over the past several years while Island Plaza
has had occupancy in the high 70% to mid 80% range. Roadway modifications
currently underway will reroute traffic onto Island Plaza's frontage road,
improving traffic flow by 15% to 20%.
The rent for the center's main anchor tenant will be reduced in 1995 due to
financial difficulties experienced by the tenant. This is expected to result in
reduced rental revenue in 1995. However, another tenant has been relocated
within the center to a smaller space, thus opening up a large amount of
contiguous space that can be marketed to a secondary anchor tenant. Development
of a neighboring property could have a positive impact on the property due to
increased traffic flow.
Pine Hills--Pine Hills is a two-story class "A" apartment community located
in the small town of Livingston, approximately 60 miles north of Houston, Texas.
There is no class "A" competition within the area at present. If a vacant wooded
lot in front of the property is developed, it could block the view of the
property. However, development has not begun and is somewhat in question. The
Partnership projects one rental rate increase in 1995 and expects to maintain
occupancy in the high 90% range.
Riverbay Plaza--Riverbay Plaza is a single-story retail shopping center
located at the busiest intersection of a rural area. Currently, there is only
one competing shopping center in the area. Building improvements are planned for
1995 to enhance marketability and aid retention. The Partnership expects to
maintain occupancy in the low 90% range.
Sleepy Hollow--Sleepy Hollow is a two-story class "A" apartment community
located in the small town of Cleveland, approximately 30 miles north of Houston,
Texas. There is no class "A" competition within the area at present. Although
the deterioration of a neighboring apartment community may affect the property
negatively, the Partnership expects to maintain occupancy in the mid 90% range
in 1995.
5
<PAGE>
Southpointe Plaza--Southpointe Plaza is a retail strip shopping center
located in the southern quadrant of Sacramento, California. The declining
economic conditions in the area have resulted in increased criminal activity.
The property is easily accessible and highly visible from the highway.
Southpointe Plaza is aesthetically superior to its immediate competitors.
The center has strong anchor tenants which, while doing well, seem to be
destination stores and do not generate a lot of foot traffic for the center.
Management is currently restructuring the tenant mix to accommodate changing
demographics and appeal to value consciousness. The Partnership anticipates
achieving stabilized occupancy in 1995 and reducing concessions to tenants.
Springwood Plaza--Springwood Plaza is a multi-leveled strip shopping center
located in a suburb of St. Louis, Missouri. The area surrounding the property
has been in a slow state of decline for the past five years. Occupancy has
declined over the past three years and the costs of repairing an aging center
are increasing. Most of the comparable properties in the area are superior to
Springwood Plaza. However, the Partnership plans capital improvements to improve
the appearance of the center. The partnership also plans an aggressive leasing
strategy which should improve the property's performance in the future.
Towne Center--Towne Center is a retail strip shopping center located in a
suburb 10 miles south of Wichita, Kansas. The property is one of five strip
shopping centers located in Derby, and it is by far the largest. The property is
in good physical condition, however, a new retail center is being developed
approximately two miles from Towne Center that could affect the center's
performance.
In 1994, the center became 100% occupied due to the leasing of a large
space that had been vacant for several years. The lease on the space expires in
1997 as does the lease for the center's grocery store anchor tenant. The
Partnership expects to maintain occupancy in the high 90% range in 1995.
6
<PAGE>
The following schedule shows lease expirations for each of the
Partnership's commercial properties for 1995 through 2004:
<TABLE>
<CAPTION>
Number of Square Annual % of Gross
Expirations Feet Rent Annual Rent
----------- ------ ------- -----------
<S> <C> <C> <C> <C>
Island Plaza
1995 -- -- $ -- --
1996 1 1,217 8,105 2%
1997 2 3,967 30,337 7%
1998 4 7,116 57,928 13%
1999 1 2,515 19,870 5%
2000 -- -- -- --
2001 -- -- -- --
2002 -- -- -- --
2003 -- -- -- --
2004 1 30,800 241,032 55%
Riverbay Plaza
1995 3 3,904 $ 40,885 9%
1996 1 755 7,550 2%
1997 4 4,959 32,802 7%
1998 -- -- -- --
1999 -- -- -- --
2000 1 5,689 36,978 8%
2001 -- -- -- --
2002 -- -- -- --
2003 -- -- -- --
2004 1 40,297 236,250 50%
Southpointe Plaza
1995 1 1,300 $ 20,079 2%
1996 1 1,100 20,855 2%
1997 7 12,665 176,568 16%
1998 2 5,843 74,882 7%
1999 1 1,588 22,867 2%
2000 -- -- -- --
2001 -- -- -- --
2002 3 17,206 206,340 19
2003 2 19,848 213,614 20
2004 1 5,220 75,168 7%
Springwood Plaza
1995 2 5,895 $ 47,107 9%
1996 3 5,592 42,781 8%
1997 1 1,937 15,380 3%
1998 -- -- -- --
1999 1 46,558 217,679 43%
Thereafter -- -- -- --
Towne Center
1995 3 6,563 $ 40,182 14%
1996 4 7,900 38,221 14%
1997 7 74,390 168,949 60%
1998 1 2,979 15,789 6%
1999 2 1,829 17,798 6%
Thereafter -- -- -- --
</TABLE>
7
<PAGE>
No residential tenant leases 10% or more of the available rental space. The
following schedule reflects information on commercial tenants occupying 10% or
more of the leasable square feet for each property:
<TABLE>
<CAPTION>
Square
Nature of Footage Annual Lease
Business Use Leased Rent Expiration
- ------------ ------- ------ ----------
<S> <C> <C> <C>
Island Plaza
Grocery Store ....................... 30,800 $241,032 2004
Riverbay Plaza
Drug Store .......................... 13,600 $ 94,500 2042
Grocery Store ....................... 40,297 236,250 2004
Southpoint Plaza
Sporting Goods ....................... 10,000 $ 50,000 2002
Toy Store ........................... 14,850 126,225 2003
Springwood Plaza
Grocery Store ....................... 46,558 $217,679 1999
Towne Center
Home Furnishings .................... 40,034 $ 42,036 1997
Grocery Store ....................... 22,660 61,616 1997
</TABLE>
Section 13. Background of the Offer.
The first paragraph of Section 13 of the Offer to Purchase, entitled "Prior
Contacts with the Partnership", is hereby amended to read in its entirety as
follows:
PRIOR CONTACTS WITH THE PARTNERSHIP. On or about July 27, 1995, Robert
A. McNeil, Carol J. McNeil (the Chairman and Co-Chairman of the
Partnership's general partner's corporate general partner) and Mr. Icahn,
spoke by telephone. Mr. Icahn told the McNeils that he had been informed
that they were interested in selling the Partnership's general partner. The
McNeils said that they were not interested in selling the Partnership's
general partner but urged Mr. Icahn to contact their counsel, Scott
Wallace. In the conversation with the McNeils, Mr. Icahn indicated that he
intended to make a tender offer for Units and a joint tender offer was
discussed. Again, the McNeils urged Mr. Icahn to contact Scott Wallace. No
agreements were reached. In the days that followed up to on or about August
1, 1995, Mr. Icahn participated in several telephone conversations with
Scott Wallace. The same subjects were explored and Mr. Icahn confirmed his
intention to conduct a tender offer for Units. Again, no agreements were
reached. One of these conversations, which took place on or about August 1,
1995 among Scott Wallace, Mr. Icahn and a former counsel for the
Partnership, became a subject of the litigation described below.
The McNeils delivered a letter to the Purchaser on August 9, 1995
claiming that the former counsel divulged confidential information
concerning the McNeils' personal tax situation during the August 1, 1995
telephone conversation, that the Offer was based on confidential
information and that the Partnership would not mail the Offer unless the
Purchaser and Mr. Icahn signed a certificate concerning the purported
confidential information. Later that day, the Purchaser and Mr. Icahn,
through their counsel, responded to the McNeils stating, among other
things, that the former counsel confirmed that he did not convey any
confidential information, that Scott Wallace gave no indication that any of
the information conveyed by the former counsel was confidential and that,
in any event, the Purchaser was not aware that any information received
from the former counsel was confidential. The McNeils nevertheless
continued to refuse to mail. Therefore, on August 10, 1995, the Purchaser
commenced an action in the United States District Court for the Southern
District of New York against the Partnership's general partner, its
corporate general partner, and the McNeils (collectively "Management"), as
well as the Partnership and related partnerships (collectively with
Management, the "Defendants") alleging Management breaches of fiduciary
duty and that the Defendants' failure to mail the Offer violated the
Securities and Exchange Commission's Rule 14d-5. On that same day, the
Court, upon the Purchaser's application, issued a preliminary injunction.
The Court found that "High River [the Purchaser] and the limited partners
have been, and are being, irreparably harmed by defendants' failure timely
to furnish the limited partner lists or mail the tender offer materials to
the limited partners. . . . [D]efendants are depriving plaintiff [the
Purchaser] of its opportunity to tender and are depriving the limited
partners of their opportunity to consider whether to sell their units as
contemplated by the tender offer rules." The Court further found that
"plaintiff has a likelihood of success on the merits. Regulation 14d-5 is
clear in its requirements, and plaintiff
8
<PAGE>
appears likely to be able to demonstrate the defendants violated the
provisions of that regulation." The Court ordered the Defendants to either
furnish the Purchaser with a list of the names and addresses of the Limited
Partners or mail the Offer to the Limited Partners on the Purchaser's
behalf. The Defendants elected to mail.
On August 17, 1995, the Partnership, through its counsel, agreed
pursuant to the Purchaser's request to provide the Purchaser with a list of
Limited Partners of the Partnership.
On August 17, 1995, the Purchaser sent a letter to the Partnership's
general partner requesting that the Partnership's 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 the opportunity to do so.
On August 18, 1995, the Defendants in the above-described litigation
served and filed a Counterclaim and Answer (the "Counterclaim").
Defendants' Counterclaim requests an injunction and alleges that the Offer
was made in violation of federal securities laws, specifically Sections
10(b), 14(d) and 14(e) of the Exchange Act and the regulations promulgated
thereunder, because it failed to disclose that the Purchaser based its
Offer on confidential information. The Counterclaim also alleges that the
Offer failed to disclose that the Purchaser seeks control of the
Partnership and the related partnership Defendants, and that it failed to
adequately disclose financial information pertaining to the Purchaser and
the Purchaser's history of corporate acquisitions. The Purchaser denies the
allegations and believes they are wholly without merit.
The third paragraph of Section 13, entitled "Valuation Analysis", is hereby
amended to read in its entirety as follows:
VALUATION ANALYSIS. The Purchaser reviewed publicly available
financial information relating to the Partnership for the fiscal year ended
December 31, 1994 in order to determine an adjusted net income (reduced by
an amount intended to reflect normal capital expenditures and operating
expenses) of $1,747,534.00 and then capitalized that amount at 10%, which
the Purchaser believes represents an appropriate capitalization rate for a
real estate portfolio such as the Partnership's. That review process
produced an estimated aggregate net asset value per Unit (exclusive of cash
and cash equivalents equal to approximately $47.00 per Unit as of March 31,
1995) of approximately $279.00. When determining the value of his Units and
deciding whether to tender his Units pursuant to the Offer, a Limited
Partner should consider both the net asset value as estimated by the
Purchaser and the cash and cash equivalents (which, due to its method of
valuation of the Units, the Purchaser did not include in such net asset
value). It should be noted that the Purchaser does not have access to any
information concerning the Partnership or its properties other than
information that is publicly available, that the Purchaser's foregoing
calculations are based on rough estimates and that the values resulting
therefrom may not be indicative of actual values to any extent. It should
also be noted that investors may disagree as to the appropriate
capitalization rate to be applied, and Limited Partners are advised that
the utilization of a lower capitalization rate results in a higher estimate
of aggregate value.
The following is hereby added as the last paragraph of Section 13:
METHOD UTILIZED BY THE PURCHASER TO DETERMINE PURCHASE PRICE. In order
to determine the Purchase Price, the Purchaser considered the information
set forth above under "Valuation Analysis" and examined (i) information,
dated as of July 27, 1995, from the Chicago Partnership Board, Inc. (the
"Chicago Board") indicating an asking price per Unit of $91.00 that was
acceptable to possible sellers of Units; and (ii) a summary of the trading
activity of the Units for the period April 1, 1995 through May 31, 1995
(the "Summary Period") appearing in the May/June 1995 issue of the
Partnership Spectrum (the "Trading Summary"). The Trading Summary indicated
that during the Summary Period an aggregate of 20 Units were traded in a
total of 2 trades at a price range of $107.63 to $110.00 per Unit and at a
weighted average of $109.41 per Unit. The Purchaser determined to establish
the Purchase Price at a premium over such weighted average. Limited
Partners should be aware that the Form 10-K states as follows: "[t]here is
no established public trading market for limited partnership units nor is
one expected to develop." Therefore, the prices reflected in the Trading
Summary or in reports from the Chicago Board may not accurately reflect the
value of the Partnership's assets or of Units and Limited Partners may or
may not be able to sell their Units independently of the Offer at the
prices reflected in the Trading Summary or in reports from the Chicago
Board.
9
<PAGE>
Section 14. Conditions to the Offer.
The last paragraph of Section 14 of the Offer to Purchase is hereby amended
by adding the following as the last two sentences to such paragraph:
No assurance can be given that the Partnership's general partner will
voluntarily take the actions referred to in paragraphs (e) and (f).
Accordingly, in order to cause the Partnership's general partner to take
such actions, the Purchaser may be required to take appropriate actions,
including, without limitation, the commencement of litigation, the effect
of which may be to delay payment for tendered Units (except to the extent,
if any, that the Purchaser waives the applicable conditions).
HIGH RIVER LIMITED PARTNERSHIP
August 21, 1995
10
<PAGE>
Manually signed facsimile copies of the Assignment of Partnership Interest
and the Confirmation Letter will be accepted. The Assignment of Partnership
Interest, the Confirmation Letter and any other required documents should be
sent or delivered by each Limited Partner or such Limited Partner's broker,
dealer, bank, trust company or other nominee to the Depositary as set forth
below.
The Depositary for the Offer is:
IBJ SCHRODER BANK & TRUST COMPANY
By Mail:
P.O. Box 84
Bowling Green Station
New York, New York 10274-0084
Attn: Reorganization Operations Department
By Hand/Overnight Delivery:
One State Street
New York, New York 10004
Attn: Securities Processing Window,
Subcellar One, (SC-1)
By Facsimile:
(212) 858-2611
Confirm by Telephone:
(212) 858-2103
Questions and requests for assistance or for additional copies of the Offer
to Purchase, the Assignment of Partnership Interest and the Confirmation Letter
may be directed to the Information Agent at its telephone number and address
listed below. You may also contact your broker, dealer, bank, trust company or
other nominee for assistance concerning the Offer.
The Information Agent for the Offer is:
D.F. KING & CO., INC.
77 Water Street
New York, New York 10005
(212) 269-5550 (Collect)
or
(800) 628-8538 (Toll Free)
EXHIBIT 15
McNEIL REAL ESTATE FUND XXIV, L.P.
CONFIRMATION LETTER
August 21, 1995
Dear Limited Partner:
Reference is made to the Assignment of Partnership Interest (the
"Assignment") sent to you by High River Limited Partnership (the "Purchaser") in
connection with its tender offer to purchase units of partnership interest
("Units") of McNeil Real Estate Fund XXIV, L.P. (the "Partnership"). This letter
will evidence and confirm your understanding and agreement that: (i) the proxy
and power-of-attorney now, heretofore or hereafter granted to the Purchaser by
you in the Assignment (and all related and associated rights, authority and
power) shall be effective from acceptance for payment of the Units tendered and
shall remain effective and be irrevocable until August 1, 2005; and (ii) the
Purchaser may assign such proxy and/or power-of-attorney to any person with or
without assigning the related Units with respect to which such proxy and/or
power-of-attorney was granted.
In order to complete the tender of your Units to the Purchaser, you must
sign the reverse side of this Confirmation Letter and return it immediately to
the Depositary for the Offer, IBJ Schroder Bank & Trust Company, in the manner
indicated on the reverse side hereof. Your failure to return this Confirmation
Letter may result in the rejection of your tender.
Unless otherwise defined herein, capitalized terms used herein shall have
the meanings attributed to them in the Purchaser's Offer to Purchase dated
August 3, 1995, as amended and supplemented.
If you have any questions or need assistance in completing this
Confirmation Letter, please call the Information Agent for the Offer, D.F. King
& Co., Inc., at (212) 269-5550 (Collect) or at (800) 628-8538 (Toll Free).
HIGH RIVER LIMITED PARTNERSHIP
THIS LETTER MUST BE SIGNED ON THE REVERSE SIDE AND
RETURNED TO THE DEPOSITARY TO COMPLETE YOUR TENDER
<PAGE>
McNEIL REAL ESTATE FUND XXIV, L.P.
CONFIRMATION LETTER
TO: HIGH RIVER LIMITED PARTNERSHIP
By executing this document in the space provided below, the undersigned
Limited Partner of McNeil Real Estate Fund XXIV, L.P. (or authorized person
signing on behalf of the registered Limited Partner) hereby: (i) evidences and
confirms the undersigned's understanding and agreement that: (a) the proxy and
power-of-attorney now, heretofore or hereafter granted to the Purchaser by the
undersigned in the Assignment of Partnership Interest (the "Assignment") (and
all related and associated rights, authority and power) shall be effective from
acceptance for payment of the Units tendered by the undersigned and shall remain
effective and be irrevocable until August 1, 2005; and (b) the Purchaser may
assign such proxy and/or power-of-attorney to any person with or without
assigning the related Units with respect to which such proxy and/or
power-of-attorney was granted; and (ii) evidences and confirms the undersigned's
agreement to and acceptance of all of the terms, provisions and matters set
forth in the Confirmation Letter, the Assignment and the Offer to Purchase.
X____________________________________________ ______________________________
Area Code and Telephone Number
X____________________________________________ ______________________________
Signature(s) of Limited Partners (SIGN HERE)
(Must be signed by registered Limited Partner(s) exactly as name(s) appear(s) on
the Certificate(s) or in the Partnership's records. If signature is by an
officer of a corporation, attorney-in-fact, agent, executor, administrator,
trustee, guardian or other person(s) acting in fiduciary or representative
capacity, please complete the line captioned "Capacity (Full Title)" and see
Instruction 5 of the Assignment.)
Date:____________________________________
In addition to signing your name above, PLEASE PRINT YOUR NAME(S) in the
following space:
_________________________________________________
Capacity (Full Title):___________________________
Unless otherwise defined herein, capitalized terms used herein shall have
the meanings attributed to them in the Purchaser's Offer to Purchase dated
August 3, 1995, as amended and supplemented.
The Depositary for the Offer is:
IBJ SCHRODER BANK & TRUST COMPANY
<TABLE>
<CAPTION>
By Mail: By Facsimile: To Confirm: By Hand/Overnight Delivery:
<S> <C> <C> <C>
P.O. Box 84 (212) 858-2611 (212) 858-2103 One State Street
Bowling Green Station New York, New York 10004
New York, New York 10274-0084 Attn: Securities Processing
Attn: Reorganization Operations Window, Subcellar One,
Department (SC-1)
</TABLE>
THIS LETTER MUST BE SIGNED AND RETURNED
TO THE DEPOSITARY TO COMPLETE YOUR TENDER
EXHIBIT 16
FOR IMMEDIATE RELEASE
Contact: Tina Simms
(212) 921-3355
HIGH RIVER TENDER OFFER EXTENDED
August 22, 1995--High River Limited Partnership, a Delaware limited
partnership controlled by Carl C. Icahn, announced today that it is extending
the expiration date of its outstanding tender offers for ten McNeil real estate
limited partnerships to September 6, 1995. High River said that it is also
supplementing its existing offer to purchase to provide additional and updated
information to unitholders. The supplements are being delivered today for
mailing to unitholders.
The offer is not subject to financing.
