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. 4)
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. 4 TO SCHEDULE 14D-1
This Amendment No. 4 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, at a
purchase price of $0.096 per Unit, net to the seller in cash, without interest,
less the amount of distributions per Unit, if any, declared or made by the
Partnership between August 15, 1996 and the date of payment of the Purchase
Price by the Purchaser, 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 Exhibits 28 and 29 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 28. Press Release dated November 1, 1996
Exhibit 29. Letter from the Purchaser to the Limited Partners of McNeil Real
Estate Fund XXVI, L.P. dated October 31, 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 1, 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. 4 to
McNeil Real Estate Fund XXVI, L.P. Schedule 14D-1 and
Amendment No. 4 to McNeil Real Estate Fund XXVII, L.P.
Schedule 14D-1]
<PAGE>
EXHIBIT INDEX
Page Number
-----------
Exhibit 28. Press Release dated November 1, 1996
Exhibit 29. Letter from the Purchaser to the Limited Partners of McNeil Real
Estate Fund XXVI, L.P. dated October 31, 1996.
EXHIBIT 28
Contact: Beacon Hill Partners, Inc.
(800) 253-3814
FOR IMMEDIATE RELEASE
HIGH RIVER TENDER OFFERS FOR MCNEIL
LIMITED PARTNERSHIPS EXTENDED
New York, New York, November 1, 1996--High River Limited Partnership ("High
River") announced today that it has extended the expiration date of 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
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"), McNeil Real
Estate Fund XXV, L.P. ("MREF XXV"), McNeil Real Estate XXVI, L.P. ("MREF XXVI"),
and McNeil Real Estate Fund XXVII, L.P. ("MREF XXVII"). The Tender Offers, as
extended, will expire at 12:00 midnight, New York City time, on Friday, November
22, 1996.
Approximately 5,181 Units of MPIF, 3,524 Units of MREF IX, 13,012 Units of
MREF X, 15,546 Units of MREF XI, 1,993 Units of MREF XIV, 2,726 Units of MREF
XV, 1,558.124 Units of MREF XX, 2,311 Units of MREF XXIV, 1,209,685 Units of
MREF XXV, 806,604 Units of MREF XXVI and 106,817 Units of MREF XXVII have been
tendered to the depositary pursuant to the Tender Offers.
The Tender Offers are being made pursuant to Offers to Purchase dated
September 20, 1996, as amended.
EXHIBIT 29
HIGH RIVER LIMITED PARTNERSHIP
To the Limited Partners of
McNeil Real Estate Fund XXVI, L.P.
Dear Limited Partner:
As you know, High River Limited Partnership is offering to purchase any and
all of your Units in McNeil Real Estate Fund XXVI, L.P., for cash, at a price of
$0.096 per Unit (less the amount of any distributions declared or made by the
Partnership between August 15, 1996 and the date the purchase price is paid). If
you accept High River's offer, you will not have to pay brokerage commissions
and we will pay the transfer fees charged by the General Partner. THE HIGH RIVER
OFFER HAS BEEN EXTENDED AND IS CURRENTLY SCHEDULED TO EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON NOVEMBER 22, 1996. Any further extensions will be
followed by a press release or public announcement no later than 9:00 a.m., New
York City time, on the next business day after the scheduled expiration date.
High River's offering price was established pursuant to an agreement with
lawyers representing Limited Partners in litigation against the General Partner.
After this offer ends, there can be no assurance that High River will seek to
purchase any additional Units, through a tender offer or otherwise, or, if it
does so, that the price will be as favorable to you.
The General Partner has urged you to reject High River's offer. It has
spent the Partnership's money (that is to say, your money) on litigation to stop
the offer and to prevent High River from communicating directly with you -- that
is, the General Partner is spending your money to prevent you from having the
opportunity to make a free choice. Ask yourself whether the General Partner is
acting in your interest or in its own selfish interests in fighting so hard to
prevent High River from acquiring Units. We believe that the General Partner
views High River as a threat to its control of the Partnership and the
substantial profits it has derived.
THE FACTS SPEAK FOR THEMSELVES! COMPARE YOUR RESULTS AND THE GENERAL
PARTNER'S RESULTS SINCE INCEPTION OF THE PARTNERSHIP IN 1986.
Amount of
Original Investment Total Distributions (1)
------------------- -----------------------
LIMITED PARTNERS: $86,554,000 $16,600,000
Amount of Fees And
Original Investment Reimbursements(1)
------------------- -----------------
GENERAL PARTNER: $ 0 $19,600,000
- --------------
(1) Total distributions to Limited Partners do not include a distribution of
approximately $346,000 which the General Partner says it paid on August 30,
1996. Fees and reimbursements to the General Partner consist of property
management fees, asset management fees, construction fees, interest on
affiliate loans, acquisition fees, general and administrative
reimbursements, brokerage commissions and refinancing fees/reimbursements
accrued or paid to the General Partner and its affiliates from the
inception of the Partnership through June 30, 1996, as reported in the
Partnership's public filings. Some of this amount was paid to affiliates of
Southmark Corporation which previously served as General Partner and
property manager of the Partnership.
<PAGE>
If you look at this Partnership together with the ten other McNeil
partnerships for which High River is tendering, we find that the General Partner
has paid a total of only $5,300 for its eleven general partner interests, but
unbelievably, has charged or received a total of approximately $225,300,000.
Limited Partners in these eleven partnerships were not quite so fortunate. For
the $600,800,000 they put up, they have received distributions of only
$163,700,000. It is also important to realize that Limited Partners have
sustained a dramatic loss on the $600,800,000 they originally invested. When it
comes to Partnership XXVI (your Partnership), incredibly, yet a fact, that the
general partner interest, for which the General Partner paid nothing, has
already yielded $19,600,000 for the General Partner and its affiliates, while
the $86,554,000 which you and your fellow Limited Partners put up has produced
only $16,600,000 in distributions and has greatly eroded in value. This same
General Partner is now asking you to reject High River's offer. But why? We
believe that our offer affords you an excellent opportunity to sell your Units.
This opportunity came about as a result of a promise we made to the plaintiffs'
lawyers who are suing the General Partner. When this tender offer ends, High
River has no further obligation to the plaintiffs' lawyers or otherwise to make
any further offers.
Consider the following factors:
PREMIUM OVER RECENT SALES PRICES: The offering price represents a premium
over the prices at which Units have recently changed hands.
NEED FOR CASH: The offer provides cash to Limited Partners who wish to turn
an illiquid investment into cash, without transaction costs. There is no
assurance when you will receive additional cash from the Partnership, whether
in the form of periodic distributions or upon liquidation.
ILLIQUID UNITS: Although there is limited resale activity, there is no
established public market for the Units, nor is one expected to develop.
NO FURTHER IRS FILING REQUIREMENTS: The offer may be attractive to Limited
Partners who wish to avoid future delays, costs and complications in filing
personal income tax returns. If you sell your Units to High River, 1996 will
be the final year for which you will receive a K-1 tax form for the
Partnership.
POOR HISTORICAL PERFORMANCE: Cash distributions have been very poor and the
Partnership has performed significantly below the General Partner's original
expectations.
POTENTIAL TAX BENEFITS FROM THE SALE OF YOUR UNITS: Many Limited Partners
will realize a tax loss upon the sale of Units to High River. This would
occur if the tax basis for a Limited Partner's Units exceeds the amount
realized upon sale. This loss may be utilized to offset capital gains and any
excess loss can also generally be used to offset up to $3,000 of earned
income in any tax year. In addition, if a Limited Partner has carryovers of
any suspended "passive losses" allocated in prior years, such suspended
losses could be used on the sale of all Units held by such Limited Partner.
You should consult your tax advisors as to how this might benefit you.
<PAGE>
The General Partner has gone to great lengths to squash High River's offer
and prevent you from making an informed decision regarding your investment,
while depleting Partnership resources to protect its own economic interests.
Among other things, the General Partner caused the Partnership to sue High River
and decline to give us a list of Limited Partners in order to prevent us from
contacting you directly. But on October 17, 1996, High River prevailed. A
federal judge in Los Angeles denied the request to enjoin our offer. We urge you
to consider carefully this information and High River's Offer to Purchase, dated
September 20, 1996, as amended.
FOR MORE INFORMATION OR ADDITIONAL COPIES
OF THE ASSIGNMENT OF PARTNERSHIP INTEREST,
PLEASE CALL THE INFORMATION AGENT:
BEACON HILL PARTNERS, INC.
(212)843-8500 (Collect)
Or
(800)253-3814 (Toll Free)
October 31, 1996
