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. 8)
(FINAL AMENDMENT)
MCNEIL REAL ESTATE FUND XXVII, 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*:$ 32,026,348 Amount of filing fee: $6,406
- --------------------------------------------------------------------------------
* For purposes of calculating the filing fee only. This amount assumes the
purchase of 5,173,885 Units of the Partnership (consisting of all outstanding
Units) at $ 6.19 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: $ 6,406
Form or Registration No.: Schedule 14D-1
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>
SCHEDULE 14D-1
CUSIP No. 582566 10 5
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
High River Limited Partnership
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. SOURCES OF FUNDS (See Instructions)
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(e) or 2(f) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
203,737 Units
8. CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
3.9%
10. TYPE OF REPORTING PERSON (See Instructions)
PN; GM
2
<PAGE>
SCHEDULE 14D-1
CUSIP No. 582566 10 5
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Riverdale LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. SOURCES OF FUNDS (See Instructions)
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(e) or 2(f) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
203,737 Units
8. CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
3.9%
10. TYPE OF REPORTING PERSON (See Instructions)
O; GM
3
<PAGE>
SCHEDULE 14D-1
CUSIP No. 582566 10 5
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Carl C. Icahn
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. SOURCES OF FUNDS (See Instructions)
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(e) or 2(f) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
219,237 Units
8. CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
4.2%
10. TYPE OF REPORTING PERSON (See Instructions)
IN; GM
4
<PAGE>
AMENDMENT NO. 8 TO SCHEDULE 14D-1
This Amendment No. 8 (Final Amendment) to Schedule 14D-1 constitutes the
Final Amendment to 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 ("High River"), Riverdale LLC, a New
York limited liability company ("Riverdale") and Carl C. Icahn (collectively,
the Reporting Persons) with the U.S. Securities and Exchange Commission on
September 20, 1996 as amended by Amendment Nos. 1 through 7 filed on September
25, 1996, October 9, 1996, October 21, 1996, November 1, 1996, November 13,
1996, November 14, 1996 and November 25, 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 dated September 20, 1996, as
amended and supplemented from time to time (the "Offer to Purchase") and the
related Assignment of Partnership Interest, as each may be amended from time to
time (collectively with the Offer to Purchase, the "Offer").
Item 6. Interest in Securities of Subject Company.
(a)-(b) The 219,237 Units which are listed above as being beneficially
owned by the Reporting Persons consist of 203,737 Units directly beneficially
owned by High River and 15,500 Units directly beneficially owned by Unicorn
Associates Corporation ("Unicorn"). Carl C. Icahn is the controlling member of
Riverdale, the general partner of High River, and indirectly beneficially owns
all of the issued and outstanding shares of capital stock of Unicorn. The Units
beneficially owned by High River include (1) 70,567 Units tendered to High River
pursuant to the Offer and transferred to High River effective as of January 1,
1997, (2) 100,000 Units acquired by High River prior to the commencement of the
Offer, and (3) 33,170 Units tendered to High River pursuant to the Offer and
accepted for payment, but not yet transferred because of defective paperwork.
The Units beneficially owned by Unicorn were tendered to High River by
California residents pursuant to the Offer. High River assigned its right to
purchase these Units to Unicorn and they were transferred to Unicorn effective
January 1, 1997.
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 by adding the following:
(c)
Exhibit 33. Assignment and Assumption Agreement dated December 6, 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: January 9, 1997
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. 8 to
McNeil Real Estate Fund XXVI, L.P. Schedule 14D-1 and
Amendment No. 8 to McNeil Real Estate Fund XXVII, L.P.
Schedule 14D-1]
<PAGE>
EXHIBIT INDEX
Page Number
-----------
Exhibit 33. Assignment and Assumption Agreement dated
December 6, 1996.
HIGH RIVER LIMITED PARTNERSHIP
100 SOUTH BEDFORD ROAD
MT. KISCO, NEW YORK 10549
December 6, 1996
Unicorn Associates Corporation
100 South Bedford Road
Mt. Kisco, New York 10549
Re: Offers to Purchase Units of Limited Partnership
Interest in certain McNeil Limited Partnerships
Ladies and Gentlemen:
Reference is made to each of the Offers to Purchase units of limited
partnership interest ("Units") in McNeil Real Estate Fund XXVI, L.P., a
California limited partnership and McNeil Real Estate Fund XXVII, L.P., a
Delaware limited partnership, dated September 20, 1996, as amended and
supplemented from time to time (collectively, the "Offers to Purchase"), made by
High River Limited Partnership, a Delaware limited partnership (the "Assignor").
In connection with the Offers to Purchase, limited partners wishing to tender
their Units duly executed and delivered an Assignment of Partnership Interest
(the "Assignments of Partnership Interest") to IBJ Schroder Bank & Trust
Company, the Depositary for the Offer.
Unless otherwise defined herein, capitalized terms used herein shall have
the meanings ascribed to them in the Offers to Purchase.
For good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties hereto, desiring to be legally bound, hereby
agree as follows:
1. Assignment and Assumption
(a) As contemplated in Section 2 of the Offers to Purchase, the Assignor
hereby assigns, delivers and sets over unto Unicorn Associates Corporation (the
"Assignee") all of the Assignor's: (i) right to purchase those Units tendered
pursuant to the Offers by limited partners resident in the State of California
(the "California Units"); and (ii) all rights, powers and privileges under the
Assignments of Partnership Interest executed by or on behalf of the holders
<PAGE>
Unicorn Associates Corporation
December 6, 1996
Page 2
of the California Units, including, without limitation, the proxy and
power-of-attorney (and all related and associated rights, authority and power)
granted to the Assignor therein and hereby names the Assignee as the designee of
the Assignor under all such Assignments of Partnership Interest.
(b) The Assignee hereby assumes and agrees to be bound by all of the terms,
covenants and conditions of the Offer with respect to the foregoing assignments.
The Assignee hereby represents that it will purchase the California Units for
its own account for investment and not with a view to or for sale in connection
with any distribution of the California Units.
2. Further Instruments
The parties hereto agree that they will execute and deliver, or cause to be
executed and delivered, to the other such documents and instruments, in addition
to those specifically required by the provisions of this Assignment and
Assumption Agreement, in form and substance reasonably satisfactory to the
other, as may reasonably be necessary or desirable to carry out or implement any
provision of this Assignment and Assumption Agreement.
3. Binding Nature; Governing Law
This Assignment and Assumption Agreement shall (a) inure to the benefit of
and be binding upon the respective successors and permitted assigns of the
parties hereto and (b) be governed by, and construed in accordance with, the
substantive laws of the State of New York.
4. Amendments
This Agreement may not be altered, amended or modified except by a writing
signed by the party against whom such alteration, amendment or modification is
sought to be enforced.
<PAGE>
Unicorn Associates Corporation
December 6, 1996
Page 3
5. Third Party Beneficiaries
Nothing in this Agreement is intended to, or shall be construed so as to
create any, third party beneficiary to this Agreement or otherwise confer any
rights upon any person or entity that is not a party hereto.
If the foregoing is acceptable to you, please so indicate be executing the
enclosed copy of this letter in the space provided below.
Very truly yours,
HIGH RIVER LIMITED PARTNERSHIP
BY: RIVERDALE LLC,
GENERAL PARTNER
By: /s/ ROBERT J. MITCHELL
------------------------------
Name: Robert J. Mitchell
Title: Vice President and
Treasurer/Manager
AGREED AND ACCEPTED
as of the date first
above written:
UNICORN ASSOCIATES CORPORATION
By: /s/ EDWARD E. MATTNER
--------------------------
Name: Edward E. Mattner
Title: President
[Assignment and Assumption Agreement regarding
Units tendered by California Residents]
