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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
McNEIL REAL ESTATE FUND IX, LTD.
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(Name of Issuer)
Units of Limited Partnership Interests
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(Title of Class of Securities)
Not Applicable
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(CUSIP Number)
Donald K. Reed, McNeil Investors, Inc.
13760 Noel Road, Suite 700, Dallas, Texas 75240, (214) 448-5800
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
Copies to:
W. Scott Wallace
Haynes and Boone, L.L.P.
3100 NationsBank Plaza
901 Main Street
Dallas, Texas 75202-3789
August 24, 1995
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(b)(3) or (4), check
the following box___.
Check the following box if a fee is being paid with the statement.___
(A fee is not required only if the reporting person: (1) has a
previous statement on file reporting beneficial ownership of more than
five percent of the class of securities described in Item 1; and
(2) has filed no amendment subsequent thereto reporting beneficial
ownership of five percent or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to
whom copies are to be sent.
*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 disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
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SCHEDULE 13D
Page 2 of 5 Pages
CUSIP No. Not Applicable
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
McNeil Partners, L.P.
See also Item 2.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)___
(b)___
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) ___
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7 SOLE VOTING POWER
McNeil Partners, L.P. - 5,715.00 Units
See also Item 5.
8 SHARED VOTING POWER
See also Item 5.
9 SOLE DISPOSITIVE POWER
McNeil Partners, L.P. - 5,715.00 Units
See also Item 5.
10 SHARED DISPOSITIVE POWER
Voting and dispositive power is exercised on
behalf of McNeil Partners, L.P. by its
general partner, McNeil Investors, Inc., a
Delaware corporation.
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,715.00 Units of Limited Partnership Interest
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ___
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2%
14 TYPE OF REPORTING PERSON*
PN
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AMENDMENT NO. 4 TO SCHEDULE 13D
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The Schedule 13D relating to Units of Limited
Partnership interest ("Units") and McNeil Real Estate Fund
IX, Ltd., a California limited partnership ("Issuer") as
filed by McNeil Partners, L.P. ("MP") is hereby amended as
set forth below. Unless otherwise indicated, all terms
referred to herein shall have the meaning as set forth in
the Schedule 13D.
Item 4. Purpose of Transaction.
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Item 4 is hereby amended by adding the following
thereto:
In connection with the unsolicited tender offers
being made by High River Limited Partnership, Riverdale
Investors Corp., Inc., and Carl C. Icahn (the "Offerors"),
MP entered into that certain Letter Agreement dated
August 24, 1995, by and between MP and High River Limited
Partnership filed as Exhibit 10.1 hereto and incorporated by
reference herein.
Item 6. Contracts, Arrangements, Understandings or
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Relationships with Respect to Securities of the
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Issuer.
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Exhibit 10.1 hereto is incorporated by reference
herein.
Item 7. Material to Be Filed as Exhibits.
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Exhibit 10.1. Letter Agreement dated August 24,
1995, by and between MP and High River Limited Partnership.
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SIGNATURE
After reasonable inquiry to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: August 29, 1995.
McNEIL PARTNERS, L.P.
By: McNeil Investors, Inc.
its general partner
By: /s/ Donald K. Reed
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Donald K. Reed
President
/s/ Robert A. McNeil
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Robert A. McNeil
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EXHIBIT INDEX
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Exhibit Description Page
- ------- ------------ ----
10.1 Letter Agreement dated 6
August 24, 1995, by
and between McNeil
Partners, L.P. and
High River Limited
Partnership.
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Exhibit 10.1
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August 24, 1995
Carl C. Icahn
High River Limited Partnership
90 South Bedford Road
Mt. Kisco, New York 10549
Ladies and Gentlemen:
McNeil Partners, L.P. ("McNeil Partners"), is the
general partner of each of McNeil Pacific Investors Fund
1972, McNeil Real Estate Fund V, Ltd., McNeil Real Estate
Fund IX, Ltd., McNeil Real Estate Fund X, Ltd., McNeil Real
Estate Fund XI, Ltd., McNeil Real Estate Fund XIV, Ltd.,
McNeil Real Estate Fund XV, Ltd., McNeil Real Estate Fund
XX, L.P., McNeil Real Estate Fund XXIV, L.P. and McNeil Real
Estate Fund XXV, L.P. (collectively the "Partnerships").
High River Limited Partnership ("High River") has commenced
tender offers (the "High River Offers") to acquire units of
limited partnership interest ("Units") in each of the
Partnerships pursuant to Offers to Purchase dated August 3,
1995 and the related Assignment of Partnership Interests (as
supplemented and amended, the "Offers to Purchase").
The parties to this letter agreement (this "Letter
Agreement") hereby agree that, except as otherwise hereafter
agreed by the parties hereto:
(1) Until September 7, 1995, McNeil Partners and
its affiliates shall not (i) in any manner acquire, attempt
to acquire or make a proposal to acquire, directly or
indirectly, any securities of any of the Partnerships or
their affiliates, (ii) propose to enter into, directly or
indirectly, any merger or business combination involving any
of the Partnerships or their affiliates or (iii) engage in
discussions or negotiations with or assist any third party
in respect of any transaction involving McNeil Partners, the
Partnerships or their affiliates (which term shall include,
without limitation, for purposes of this Letter Agreement
other limited partnerships of which McNeil Partners is the
general partner);
(2) Until September 7, 1995, McNeil Partners
shall, and shall cause The Herman Group, Inc., to
(i) respond to limited partner's inquiries only by
summarizing the terms of the Press Release attached hereto
(the "Press Release") and (ii) not make any other statement
(including making any telephone calls to limited partners)
in respect of the High River Offers;
(3) Until September 7, 1995, High River shall,
and shall cause D.F. King & Co., Inc., to (i) respond to
limited partner's inquiries only by summarizing the terms of
the Press Release and (ii) not make any other statement
(including making any telephone calls to limited partners)
in respect of the High River Offers;
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(4) McNeil Partners shall facilitate and allow
High River to conduct customary and reasonable due diligence
in respect of McNeil Partners, the Partnerships and their
affiliates and High River and its affiliates agree (i) to
use their best efforts to complete such due diligence as
promptly as practicable and, (ii) unless otherwise required
by law, rule or regulation (as determined by High River's
counsel in its sole discretion), not to disclose any notes,
analyses, compilations, studies, interpretations or other
documents or materials furnished to High River in respect of
such due diligence relating to or concerning McNeil
Partners, the Partnerships or their affiliates (including
any summaries or other documents prepared by High River) to
any third party;
(5) Until September 7, 1995, except as otherwise
required by law, rule or regulation, McNeil Partners and
High River shall not mail or cause to be mailed to limited
partners, or published, any information in respect of the
Partnerships, except for the Press Release;
(6) Until September 7, 1995, McNeil Partners and
High River shall hold in abeyance (i) all proceedings in the
litigation between the parties hereto and their affiliates
and (ii) any demands made by High River or its affiliates
for lists of limited partners, related information and/or
transfers of Units of the Partnerships;
(7) High River, Carl C. Icahn and their
affiliates shall not prior to August 24, 1996 (i) in any
manner acquire, attempt to acquire or make a proposal to
acquire, directly or indirectly, any securities of any of
the partnerships listed on Exhibit 1 attached hereto (the
"Other Partnerships"), (ii) propose to enter into, directly
or indirectly, any merger or business combination involving
any of the Other Partnerships, (iii) make, or in any way
participate, directly or indirectly, in any "solicitation"
or "proxies" (as such terms are used in the proxy rules of
the Securities and Exchange Commission) to vote, or seek to
advise or influence any person with respect to the voting of
any voting securities of any of the Other Partnerships,
(iv) form, join or otherwise participate in a "group"
(within the meaning of Section 13(d)(3) of the Securities
Exchange Act of 1934) with respect to any voting securities
of the Other Partnerships, or (v) disclose any intention,
plan or arrangement inconsistent with the foregoing, or
(vi) loan money to, advise, assist or encourage any person
in connection with any of the actions described in this
sentence;
(8) High River shall extend the expiration date
of the Offers to Purchase until September 12, 1995 and High
River and McNeil Partners shall issue the Press Release,
which announces such extension, on August 25, 1995; and
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(9) McNeil Partners shall have the absolute
right, from time to time through the close of business on
September 6, 1995, to require High River to extend and, upon
receipt of written notice from McNeil Partners, High River
shall unconditionally extend, effective at 9:00 a.m. on the
next business day, the expiration date of the Offers to
Purchase and High River shall, upon receipt of such notice,
issue a press release no later than the next business day
announcing such extension; provided, however, under no
circumstances shall McNeil Partners have the right to
require High River to extend the expiration date of the
Offers to Purchase beyond September 20, 1995;
(10) High River shall, upon delivery of written
notice to McNeil Partners, have the absolute right to extend
the expiration date of the Offers to Purchase beyond
September 12, 1995 or such later date as is then the
applicable expiration date; and
(11) High River and McNeil Partners shall each use
their best efforts to cooperate with the other to effect the
matters set forth herein.
Sincerely,
McNeil Partners, L.P.
By: McNeil Investors, Inc.
/s/ Robert A. McNeil
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Robert A. McNeil
Chairman
/s/ Carole J. McNeil
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Carole J. McNeil
Co-Chairman
Consented and Agreed
High River Limited Partnership
By: Riverdale Investors Corp., Inc.
/s/ Edward Mattner
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Edward Mattner
President
/s/ Carl C. Icahn
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Carl C. Icahn
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EXHIBIT 1
OTHER PARTNERSHIPS
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McNeil Pension Investment Fund, Ltd.
McNeil Real Estate Fund XII, Ltd.
McNeil Real Estate Fund XXI, L.P.
McNeil Real Estate Fund XXII, L.P.
McNeil Real Estate Fund XXIII, L.P.
McNeil Real Estate Fund XXVI, L.P.
McNeil Real Estate Fund XXVII, L.P.
