SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
SCHEDULE TO-T/A
(Rule 14D-100)
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 2)
--------------------------
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.
/X / 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: $10,993.89 Filing Party: High River Limited
Partnership, Barberry Corp. and
Carl C. Icahn
Form or registration no.: Schedule TO-T Date Filed: May 1, 2003
/ / 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 Amendment No.2 amends and supplements the Tender Offer Statement filed
May 1, 2003 on Schedule TO, as amended May 15, 2003 (the "Schedule TO"),
relating to an 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, net to
the seller in cash, without interest, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated May 1, 2003 as amended by
the Supplement to Offer to Purchase dated May 15, 2003 and the Supplement to
Offer to Purchase filed with this Amendment No. 2 (the "Offer Supplement") and
in the related Letter of Transmittal, dated May 1, 2003, including the
Instructions thereto, as it may be supplemented or amended from time to time.
Unless otherwise stated below, the information set forth in the Schedule
TO, including all schedules and annexes thereto, and the Offer Supplement is
hereby expressly incorporated herein by reference in response to Items 1-9 and
Item 11 of this Amendment No. 2 to Schedule TO. You should read this Amendment
No. 2 to Schedule TO together with the Schedule TO filed May 1, 2003, as amended
May 15, 2003.
Item 10 is not applicable.
Item 12 is hereby amended and supplemented by adding the following exhibit:
(a)(12) Supplement to Offer to Purchase
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/ Edward E. Matter
Name: Edward E. Mattner
Title: Authorized Signatory
BARBERRY CORP.
/s/ Edward E. Matter
Name: Edward E. Mattner
Title: Authorized Signatory
/s/ Carl C. Icahn
Carl C. Icahn
Date: May 23, 2003
[Signature Page to Schedule TO-T/A re tender
offer for Hallwood Realty Partners, L.P.]