Icahn's team in Mount Kisco, NY says he is the only one who can respond to questions about the "offer," which no one is daring to label as hostile at this stage of the game. Icahn seized the moment by tendering the offer after Hallwood's attorneys at a Delaware hearing five days ago said "the company is being put up for sale," according to an Icahn press release.

A Hallwood spokesman tells GlobeSt.com that a response definitely was being structured and would be forthcoming if not last night then today. Hallwood pinned an "inadequate" label on the $160-million offer tendered May 1, but the spokesman was unwilling to speculate how the new deal would be painted.

Icahn started circling in the second quarter with repeated offers to buy Hallwood, owner of nine office buildings and five industrial parks, totaling 5.2 million sf, in California, Maryland, Washington, Georgia, Michigan and Ohio. As of March 31, the portfolio was 89.6% leased. Hallwood expects to generate nearly $55 million in minimum rental payments this year from the leases that were in place at the 2002 close. However, corporate records show that 23% of the leases roll this year. SEC documents show Hallwood owes more than $196.4 million on its portfolio, with this year's principal payments totaling about $2.9 million.

Icahn's latest deal via High River LP antes the bid to $132.50 per unit to limited partners and offers to "immediately negotiate and complete a merger agreement on typical terms and conditions." The new deal is 87% over the average closing price of $70.80 per unit, based on the 60 days prior to March 3--the first time it was publicly disclosed that Icahn had a stake in the operation. Yesterday, Hallwood trading closed at $109.49 per unit.

The Icahn offer is riddled with conditions, specifically targeting the existing partnership agreement. Icahn is offering to pay 1% to the general partner, Hallwood Realty LLC, and 99% to the limited partners, Hallwood Partners LP, both subsidiaries of Hallwood Group Inc.

According to Icahn's release, High River "would be willing to consider the possibility of negotiating a higher price and other terms, if given due diligence." By High River's calculations, there were 38,563 partnership units tendered out of 1.65 million units as of June 26. Records show there are 24,000 unit holders.

Icahn's takeover bid is just the latest battle for Hallwood, which has been awash in lawsuits since 1997 and continuing to the present in an entanglement of allegations claiming fiduciary breaches and frivolous spending. Hallwood, headquartered at 3710 Rawlins St., is led by William L. Guzzetti is president; Anthony J. Gumbiner, CEO; John G. Tuthill, executive vice president and secretary; and Jeffrey D. Gent, vice president of finance. See related story, click here.