UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 6)
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)
Robert A. McNeil, 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
April 17, 1996
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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.)
*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).
<PAGE>
SCHEDULE 13D/A
CUSIP No. Not Applicable Page 2 of 4 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
McNeil Partners, L.P.
See also Item 2.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)___
(b)___
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY McNeil Partners, L.P. - 5,715.00 Units
OWNED BY See also Item 5.
EACH
REPORTING
PERSON
WITH
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8 SHARED VOTING POWER
See also Item 5.
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9 SOLE DISPOSITIVE POWER
McNeil Partners, L.P. - 5,715.00 Units
See also Item 5.
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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.
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,715.00 Units of Limited Partnership Interest
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ____
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2%
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14 TYPE OF REPORTING PERSON*
PN
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<PAGE>
AMENDMENT NO. 6 TO SCHEDULE 13D
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 response to unsolicited tender offers made by High River
Limited Partnership, Riverdale Investors Corp., Inc. and Carl C. Icahn ("Mr.
Icahn"), MP has from time to time explored possible courses of action which
might have been available, including holding discussions and negotiations with
other parties which were considering joining with MP or its affiliates in making
a tender offer for Units of the Partnership. In addition, between August 24,
1995 and September 6, 1995, Mr. McNeil, MP and Investors engaged in negotiations
with Mr. Icahn and his affiliates regarding possible transactions between the
parties which included, among other things, the sale of all the outstanding
stock of Investors, Investors' general partner interest in MP and certain of Mr.
McNeil's limited partnership interests in MP. The negotiations did not result in
any agreement or understanding between the parties. At this time, MP is no
longer considering the possibility of making a tender offer for Units. However,
Mr. McNeil and Investors continue to explore possible courses of action, which
may include, among other things, the sale of all or substantially all Mr.
McNeil's interests in Investors and MP.
<PAGE>
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: April 17, 1996.
McNEIL PARTNERS, L.P.
By: McNeil Investors, Inc.
its general partner
By: /s/Robert A. McNeil
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Co-Chairman of the Board
/s/Robert A. McNeil
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Robert A. McNeil
