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. 6)
MCNEIL REAL ESTATE FUND XXVI, L.P.
(Name of Subject Company [Issuer])
HIGH RIVER LIMITED PARTNERSHIP
CARL C. ICAHN
(Bidders)
LIMITED PARTNERSHIP UNITS
(Title of Class of Securities)
None
(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*:$8,307,232 Amount of filing fee: $1,662
- --------------------------------------------------------------------------------
* For purposes of calculating the filing fee only. This amount assumes the
purchase of 86,533,671 Units of the Partnership (consisting of all outstanding
Units) at $.096 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: 1,662
Form or Registration No.: Schedule 14D1
Filing Party: High River Limited Partnership, Riverdale LLC 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. 6 TO SCHEDULE 14D-1
This Amendment No. 6 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, and Carl C. Icahn
(collectively, the "Reporting Person") relating to the tender offer by the
Purchaser to Purchase any and all limited partnership units (the "Units") of
McNeil Real Estate Fund XXVI, L.P., a California limited partnership upon the
terms and subject to the conditions set forth in the Offer to Purchase dated
September 20, 1996 (the "Offer to Purchase") and in the related Assignment of
Partnership Interest, as each may be amended from time to time (which together
constitute the "Offer"), to include the information set forth below. 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 31 attached hereto is
incorporated herein by reference.
Item 11. Materials to Be Filed as Exhibits.
Item 11 is hereby supplemented and amended by adding the following:
(c)
Exhibit 31. Press Release dated November 14, 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 14, 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
[Signature Page for Amendment No. 6 to
McNeil Real Estate Fund XXVI, L.P. Schedule 14D-1 and
Amendment No. 6 to McNeil Real Estate Fund XXVII, L.P.
Schedule 14D-1]
<PAGE>
EXHIBIT INDEX
Page Number
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Exhibit 31. Press Release dated November 14, 1996.
EXHIBIT 31
FOR IMMEDIATE RELEASE
Contact: Beacon Hill Partners, Inc.
(212) 843-8500
November 14, 1996 -- High River Limited Partnership ("High River"), a
Delaware limited partnership affiliated with Carl C. Icahn, announced today that
there will be no further extensions of its offers to purchase any and all
limited partnership Units of eleven McNeil partnerships -- McNeil Pacific
Investors Fund 1972, Ltd. ("MPIF"), 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.
(collectively, the "Partnerships"). The offers are being made pursuant to Offers
to Purchase, dated September 20, 1996, as amended.
The offers will expire at 12:00 midnight, New York City time, on Friday,
November 22, 1996. The offers will not be extended.
