SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
SCHEDULE TO
(Rule 14D-100)
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
--------------------------
HALLWOOD REALTY PARTNERS, L.P.
(Name of Subject Company (Issuer))
High River Limited Partnership
Barberry Corp.
Carl C. Icahn
(Names of Filing Persons (Offerors))
Units Representing Limited Partner Interests
(Title of Class of Securities)
40636T203
(CUSIP Number of Class of Securities)
Keith L. Schaitkin, Esq.
Associate General Counsel
Legal Department,
Icahn Associates Corp. & affiliated companies
767 Fifth Avenue, 47th Floor
New York, New York 10153
(212) 702-4380
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on behalf of Filing Persons)
CALCULATION OF FILING FEE
Transaction Valuation*: $135,894,800 Amount of Filing Fee**: $10,993.89
* Estimated for purposes of calculating the amount of the filing fee only.
This calculation assumes the purchase of all outstanding units representing
limited partner interests in Hallwood Realty Partners, L.P., including
associated rights to purchase additional units under the Unit Purchase Rights
Agreement dated as of November 30, 1990, as amended, between Hallwood Realty
Partners, L.P. and EquiServe Trust Company, N.A., as rights agent, at a price
per unit of $100.00 in cash, less the 235,000 units held by High River Limited
Partnership. As of March 14, 2003, there were 1,593,948 units outstanding (based
upon the Issuer's Form 10-K filing, filed with the Securities and Exchange
Commission for the year ended December 31, 2002).
** The amount of the filing fee, calculated in accordance with Rule 0-11 of
the Securities Exchange Act of 1934, as supplemented by Securities Exchange
Commission Fee Rate Advisory #11 for Fiscal Year 2003, equals .00008090
multiplied by the value of the transaction.
// Check the 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: Not applicable Filing Party: Not applicable
Form or registration no.: Not applicable Date Filed: Not applicable
/ / Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
/x/ third-party tender offer subject to Rule 14d-1.
/ / issuer tender offer subject to Rule 13e-4.
/ / going-private transaction subject to Rule 13e-3.
/x/ amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: / /
COMBINED SCHEDULE TO AND SCHEDULE 13D
CUSIP No. 40636T203
1 NAME OF REPORTING PERSON
High River Limited Partnership
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) /X/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF UNITS BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
235,000
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
235,000
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
235,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.74%
14 TYPE OF REPORTING PERSON*
PN
COMBINED SCHEDULE TO AND SCHEDULE 13D
CUSIP No. 40636T203
1 NAME OF REPORTING PERSON
Barberry Corp.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) /X/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF UNITS BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
235,000
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
235,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
235,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.74%
14 TYPE OF REPORTING PERSON*
CO
COMBINED SCHEDULE TO AND SCHEDULE 13D
CUSIP No. 40636T203
1 NAME OF REPORTING PERSON
Carl C. Icahn
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) /X/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF UNITS BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
235,000
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
235,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
235,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.74%
14 TYPE OF REPORTING PERSON*
IN
This Tender Offer Statement on Schedule TO relates to the third-party
tender offer by High River Limited Partnership, a Delaware limited partnership
("Purchaser") to purchase any and all of the outstanding limited partner units
("Units") in Hallwood Realty Partners, L.P., a Delaware limited partnership (the
"Partnership") and the associated rights (the "Rights") to purchase additional
Units under the Unit Purchase Rights Agreement, dated as of November 30, 1990,
as amended, between the Partnership and EquiServe Trust Company, N.A., as rights
agent, at a purchase price of $100.00 per Unit (the "Purchase Price"), net to
the seller in cash, without interest, upon the terms and subject to the
conditions set forth in the Offer to Purchase, a copy of which is attached
hereto as Exhibit (a)(1), and in the related Letter of Transmittal, a copy of
which is attached hereto as Exhibit (a)(2), including the Instructions thereto,
as it may be supplemented or amended from time to time (the "Letter of
Transmittal" which, collectively with the Offer to Purchase, constitute the
"Offer").
All information set forth in the Offer, including all schedules and annexes
thereto, is incorporated by reference in answer to Items 1-9 and 11 in this
Schedule TO, except as otherwise set forth below.
ITEM 10. FINANCIAL STATEMENTS.
Not applicable.
ITEM 12. EXHIBITS
(a)(1) Offer to Purchase, dated May 1, 2003
(2) Form of Letter of Transmittal
(3) Notice of Guaranteed Delivery
(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees
(5) Form of Letter to Clients for Use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees
(6) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9
(7) Summary Advertisement as published on May 1, 2003
(8) High River Limited Partnership, Plaintiff, v. Hallwood Realty, LLC,
Anthony J. Gumbiner, William J. Guzzetti, Alan G. Crisp, William F.
Forsyth, and Edward T. Story, Defendants, And Hallwood Realty Partners,
L.P., Nominal Defendant., filed April 23, 2003 in Court of Chancery of
the State of Delaware, New Castle County
(9) Press Release issued by Purchaser on April 23, 2003
(10) Unit Purchase Agreement, dated as of March 1, 2003, by and among,
Purchaser and Gotham Partners, L.P., Gotham Partners III, L.P. and
Gotham Holdings II, LLC
(b) None.
(d) None.
(g) None.
(h) None.
SIGNATURE
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.
HIGH RIVER LIMITED PARTNERSHIP
By: Barberry Corp., its general partner
/s/ Robert J. Mitchell
Name: Robert J. Mitchell
Title: Authorized Signatory
BARBERRY CORP.
/s/ Robert J. Mitchell
Name: Robert J. Mitchell
Title: Authorized Signatory
/s/ Carl C. Icahn
Carl C. Icahn
Date: May 1, 2003