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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. 5)
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
September 20, 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
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. 5 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:
The information set forth in Exhibit 10.2 hereto
is incorporated herein by reference.
Item 7. Material to be Filed as Exhibits.
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Exhibit 10.2 hereto is that certain Press Release
dated September 20, 1995 issued by MP.
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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: September 28, 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
Exhibit Description Page
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10.2 Form of Press Release issued by 6
McNeil Partners on September 20, 1995
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EXHIBIT 10.2
MCNEIL PARTNERS TERMINATES ICAHN DISCUSSIONS;
MCNEIL CONTEMPLATING MAKING HIGHER OFFERS;
FEW UNITS TENDERED TO ICAHN AFTER SIX WEEKS
McNeil Partners, L.P. announced today that it has
terminated settlement discussions with Carl C. Icahn and
High River Limited Partnership regarding unsolicited tender
offers for ten California Limited Partnerships controlled by
McNeil Partners. McNeil Partners is presently contemplating
tender offers for Units of limited partnership interests of
the Partnerships at prices higher than offered by Mr. Icahn.
As of September 15, 1995, approximately six weeks after the
offers were commenced by Mr. Icahn, an average of
approximately 1% of the outstanding units of each
Partnership has been tendered to Mr. Icahn, other than with
respect to one Partnership. The Partnerships' agreements of
limited partnership require McNeil Partners to start
liquidating the Partnerships between August 1998 and March
1999. There can be no assurance that McNeil Partners will
commence tender offers for the Partnerships.
As of September 15, 1995, according to High River, only
approximately 26 Units of McNeil Pacific Investors Fund
1972, 0 Units of McNeil Real Estate Fund V, Ltd., 446 Units
of McNeil Real Estate Fund IX, Ltd., 495 Units of McNeil
Real Estate Fund X, Ltd., 530.33 Units of McNeil Real Estate
Fund XI, Ltd., 480 Units of McNeil Real Estate Fund XIV,
Ltd., 579 Units of McNeil Real Estate Fund XV, Ltd., 255.8
Units of McNeil Real Estate Fund XX, L.P., 9,322 Units of
McNeil Real Estate Fund XXIV, L.P. and 223,152 Units of
McNeil Real Estate Fund XXV, L.P. had been tendered to High
River.
