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. 7)
and
Amendment No. 12 to Schedule 13D
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 Valuation*: $ 10,503,375 Amount of filing fee: $2,101
- --------------------------------------------------------------------------------
* For purposes of calculating the filing fee only. This amount assumes the
purchase of 37,850 Units of the Partnership (consisting of all outstanding Units
other than Units owned by the Bidder and its affiliate) at $277.50 in cash 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: $2,101
Form or Registration No.: Schedule 14D-1
Filing Party: High River Limited Partnership, Riverdale LLC,
Unicorn Associates Corporation and Carl C. Icahn
Dated Filed: September 20, 1996
* 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.
<PAGE>
AMENDMENT NO 7. TO SCHEDULE 14D-1
This Amendment No. 7 amends the Tender Offer Statement on Schedule 14D-1
filed with the Commission on September 20, 1996 (the "Schedule 14D-1") by High
River Limited Partnership, a Delaware limited partnership (the "Purchaser"),
Riverdale LLC, a New York limited liability company, Unicorn Associates
Corporation, a New York corporation ("Unicorn"), and Carl C. Icahn
(collectively, the "Reporting Persons") relating to the tender offer by the
Purchaser to purchase any and all limited partnership units (the "Units") of
McNeil Real Estate Fund XXIV, L.P., a California limited partnership, other than
Units owned by the Purchaser and Unicorn upon the terms and subject to the Offer
to Purchase dated September 20, 1996 (the "Offer to Purchase") and in the
related Assignment of Partnership Interest, as each may be supplemented and
amended from time to time (which together constitute the "Offer"), to include
the information set forth below. This Amendment also constitutes Amendment No.
12 to the Schedule 13D filed by the Reporting Persons on November 13, 1995, as
amended by Amendment Nos. 1 through 11 thereto filed on November 15, 1995,
January 16, 1996, May 14, 1996, August 5, 1996, September 20, 1996, September
25, 1996, October 9, 1996, October 21, 1996, November 1, 1996 and November 13,
1996, respectively. Capitalized terms used herein and not otherwise defined
shall have the meanings ascribed to them in the Schedule 14D-1 and the Offer to
Purchase.
Item 10. Additional Information.
Item 10(f) is hereby supplemented and amended as follows:
The information set forth in Exhibit 32 attached hereto is
incorporated herein by reference.
Item 11. Materials to Be Filed as Exhibits.
Item 11 is hereby supplemented and amended to add the following:
(c)
Exhibit 32. Press Release dated November 25, 1996.
<PAGE>
SIGNATURES
After reasonable 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 25, 1996
HIGH RIVER LIMITED PARTNERSHIP
By: Riverdale LLC, General Partner
and
RIVERDALE LLC
By: /s/ ROBERT J. MITCHELL
-------------------------------------
Robert J. Mitchell
Title: Manager, Vice President and
Treasurer
/s/ THEODORE ALTMAN
-------------------------------------
Carl C. Icahn
By: Theodore Altman as Attorney-in-fact
UNICORN ASSOCIATES CORPORATION
By: /s/ EDWARD MATTNER
-------------------------------------
Edward Mattner
Title: President
[Signature Page for Amendment No. 7 to McNeil Real Estate Fund XV, Ltd.
Schedule 14D-1 and Amendment No. 12 to Schedule 13D; Amendment No. 7 to McNeil
Real Estate Fund XX, L.P. Schedule 14D-1 and Amendment No. 12 to Schedule 13D;
Amendment No. 7 to McNeil Real Estate Fund XXIV, L.P. Schedule 14D-1 and
Amendment No. 12 to Schedule 13D; and Amendment No. 7 to McNeil Real Estate Fund
XXV, L.P. Schedule 14D-1 and Amendment No. 12 to Schedule 13D]
<PAGE>
EXHIBIT INDEX
Page Number
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Exhibit 32. Press Release dated November 25, 1996.
EXHIBIT 32
FOR IMMEDIATE RELEASE
Contact: Beacon Hill Partners, Inc.
(212) 843-8500
FOR IMMEDIATE RELEASE:
HIGH RIVER ACCEPTS UNITS TENDERED PURSUANT
TO ITS TENDER OFFERS FOR McNEIL LIMITED PARTNERSHIPS
New York, New York, November 25, 1996. . . . High River Limited Partnership
("High River"), an affiliate of Carl C. Icahn, announced today that it has
accepted for payment all units of limited partnership interest ("Units")
properly tendered and not validly withdrawn pursuant to its tender offers (the
"Tender Offers") for Units in each of McNeil Pacific Investors Fund 1972, 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.,
McNeil Real Estate Fund XXV, L.P., McNeil Real Estate Fund XXVI, L.P. and McNeil
Real Estate Fund XXVII, L.P., and has so instructed IBJ Schroder Bank & Trust
Company, the Depositary for the Tender Offers. The preliminary count of Units
tendered and not validly withdrawn is as set forth below:
APPROXIMATE
NUMBER OF UNITS APPROXIMATE
TENDERED AND NOT PERCENTAGE OF
PARTNERSHIP WITHDRAWN OUTSTANDING UNITS
McNeil Pacific Investors 1972 982 7.1%
McNeil Real Estate Fund IX, Ltd. 4,979 4.5%
McNeil Real Estate Fund X, Ltd. 4,527 3.4%
McNeil Real Estate Fund XI, Ltd. 9,275 5.8%
McNeil Real Estate Fund XIV, Ltd. 3,020 3.5%
McNeil Real Estate Fund XV, Ltd. 3,595 3.5%
McNeil Real Estate Fund XX, L.P. 1,955.2 3.9%
McNeil Real Estate Fund XXIV, L.P. 3,232 8.1%
McNeil Real Estate Fund XXV, L.P. 2,121,210 2.5%
McNeil Real Estate Fund XXVI, L.P. 895,380 1.0%
McNeil Real Estate Fund XXVII, L.P. 154,603 2.9%
