SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(D)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 5)
MCNEIL PACIFIC INVESTORS FUND 1972 MCNEIL REAL ESTATE FUND XIV, LTD.
MCNEIL REAL ESTATE FUND V, LTD. MCNEIL REAL ESTATE FUND XV, LTD.
MCNEIL REAL ESTATE FUND IX, LTD. MCNEIL REAL ESTATE FUND XX, L.P.
MCNEIL REAL ESTATE FUND X, LTD. MCNEIL REAL ESTATE FUND XXIV, L.P.
MCNEIL REAL ESTATE FUND XI, LTD. MCNEIL REAL ESTATE FUND XXV, L.P.
(NAME OF SUBJECT COMPANY)
MCNEIL PARTNERS, L.P.
(NAME OF PERSON FILING STATEMENT)
Limited Partnership Units
(TITLE OF CLASS OF SECURITIES)
582566 10 5 582568 88 7
582568 20 0 582568 50 7
582568 10 1 None
582568 20 0 582568 88 7
582568 30 9 582568 87 9
(CUSIP NUMBERS OF CLASSES OF SECURITIES)
Donald K. Reed
MCNEIL PARTNERS, L.P.
13760 Noel Road, Suite 700, LB70
Dallas, Texas 75240
(214) 448-5800
(NAME, ADDRESS, AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF THE PERSON(S)
FILING STATEMENT)
Copy to:
Patrick J. Foye, Esq.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM
919 Third Avenue
New York, New York 10022
(212) 735-2274
This Amendment No. 5 amends and supplements Items 3 and
9 of the Solicitation/Recommendation Statement on Schedule 14D-9
(the "Schedule 14D-9") of McNeil Partners, L.P., a Delaware
limited partnership (the "Partnership"), filed with the
Securities and Exchange Commission (the "Commission") on August
18, 1995, Amendment No. 1 to the Schedule 14D-9 filed with the
Commission on August 25, 1995, Amendment No. 2 to the Schedule
14D-9 filed with the Commission on September 8, 1995, Amendment
No. 3 to the Schedule 14D-9 filed with the Commission on
September 13, 1995 and Amendment No. 4 to the Schedule 14D-9
filed with the Commission on September 18, 1995. Unless
otherwise indicated, all capitalized terms used but not defined
in this Amendment No. 5 have the meanings set forth in the
Schedule 14D-9, as amended.
ITEM 3. IDENTITY AND BACKGROUND.
Item 3(b) is hereby supplemented by adding the
following:
The information set forth in Exhibit (a)(4) attached
hereto is incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby supplemented by adding the following:
(a)(4) Form of Press Release issued by McNeil
Partners on September 20, 1995.
SIGNATURE
After reasonable 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.
Dated: September 20, 1995
MCNEIL PARTNERS, L.P.
General Partner of each of the Partnerships
By: McNeil Investors, Inc.
General Partner
By: /s/ Donald K. Reed
Donald K. Reed
President
EXHIBIT INDEX
Exhibit Description Page
(a)(4) Form of Press Release issued by McNeil
Partners on September 20, 1995.
Exhibit (a)(4)
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.
