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)*
MCNEIL REAL ESTATE FUND XXV, L.P.
(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: $1,812.25
Valuation*: $9,061,256.88
- -------------------------------------------------------------------
* For purposes of calculating the fee only. This amount
assumes the purchase of 37,755,237 units of limited partnership
interest (the "Units") of the subject partnership for $0.24 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: $1,812.25
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. 7 TO SCHEDULE 14D-1
This Amendment No. 7 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 and
Amendment No. 6 filed with the Commission on August 25, 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 10. Additional Information
Item 10(f) is hereby amended to add the following:
(f) The information set forth in Exhibit 20 attached hereto
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:
(a)
Exhibit 20 Press release dated August 31, 1995
<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 31, 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
/s/ Carl C. Icahn
By Theodore Altman, Attorney-in-fact
[Signature Page for Amendment No. 7 to
McNeil Real Estate Fund XXV, L.P. Schedule 14D-1]<PAGE>
<PAGE>
EXHIBIT INDEX
Page Number
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Exhibit 20 Press Release dated August 31, 1995
<PAGE>
FOR IMMEDIATE RELEASE
CONTACT: Tina Simms
(212) 921-3355
New York, New York, August 31, 1995--High River
Limited Partnership ("High River") announced today that it
continues to be engaged in settlement discussions with respect
to 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"). No assurance can be given as to the outcome
of these discussions. As previously announced, the Tender
Offers are scheduled to expire 12:00 midnight, New York City
time, on September 12, 1995.
As of August 30, 1995, approximately 0 Units of
MPIF, 0 Units of MREF V, 334 Units of MREF IX, 206 Units of
MREF X, 394 Units of MREF XI, 258 Units of MREF XIV, 402 Units
of MREF XV, 69.8 Units of MREF XX, 7,078 Units of MREF XXIV
and 221,117 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.
