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. 2)
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. 2 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, as
amended by Amendment No. 1 filed with the Commission on August
25, 1995. Unless otherwise indicated, all capitalized terms used
but not defined in this Amendment No. 1 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 (c)(5) attached
hereto is incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby supplemented by adding the following:
(c)(5) Letter Agreement dated September 7, 1995
by and among Carl C. Icahn, High River,
and McNeil Partners.
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 8, 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
(c)(5) Letter Agreement dated September 7, 1995
by and among Carl C. Icahn, High River and
McNeil Partners.
Exhibit (c)(5)
HIGH RIVER LIMITED PARTNERSHIP
September 8, 1995
Robert A. McNeil
Carole J. McNeil
McNeil Partners, L.P.
13760 Noel Road, Suite 700
Dallas, Texas 75240
Dear Mr. and Mrs. McNeil:
Reference is made to the letter agreement among
the undersigned and McNeil Investors, Inc., a copy of
which is annexed hereto as Exhibit A (the "August 24th
Letter Agreement"). Capitalized term used but not
defined herein shall have the meanings ascribed to them
in the August 24th Letter Agreement.
The parties to this letter agreement hereby
agree that, except as otherwise hereafter agreed in
writing by the such parties:
1. The August 24th Letter Agreement is hereby
amended by substituting "September 12, 1995" for
"September 7, 1995" in paragraphs 1, 2, 3, 5 and 6 of
such August 24th Letter Agreement.
2. McNeil Partners shall have the absolute right,
from time to time through 12 o'clock noon on September
11, 1995, to require High River to extend, and upon
receipt of written notice from McNeil Partners, High
River shall unconditionally extend, the expiration date
of the Offers to Purchase and High River shall, upon
receipt of such notice, issue a press release no later
that 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 25, 1995.
3. Each party to this letter agreement represents
and warrants to the other party that during the period
commencing upon the termination of its obligations under
Paragraphs 1, 2, 3, 5 and 6 of the August 24th Letter
Agreement (the "Obligations") and ending upon the
execution of this letter agreement, it has not done any
act which would have violated the Obligations had they
been in effect at that time.
4. Nothing in this letter agreement shall be
deemed to be, or shall be, a waiver by either party to
this letter agreement of the respective rights under the
August 24th Letter Agreement.
If the foregoing is acceptable to you, please so
indicate by executing this letter in the space provided
below.
Very truly yours,
High River Limited Partnership
By: Riverdale Investors Corp., Inc.
/s/ Edward E. Mattner
____________________________
Edward E. Mattner
/s/ Carl C. Icahn, by Theodore Altman
________________________________
Carl C. Icahn
Agreed and Accepted
McNeil Partners, L.P.
By: McNeil Investors, Inc.
/s/ Robert A. McNeil
________________________
Robert A. McNeil
Chairman
/s/ Carole J. McNeil
________________________
Carole J. McNeil
Co-Chairman
Exhibit A
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;
(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
(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
_____________________________
Robert A. McNeil
Chairman
/s/ Carole J. McNeil
______________________________
Carole J. McNeil
Co-Chairman
Consented and Agreed
High River Limited Partnership
By: Riverdale Investors Corp., Inc.
/s/ Edward Mattner
__________________________
Edward Mattner
President
/s/ Carl C. Icahn
_______________________________
Carl C. Icahn
EXHIBIT 1
OTHER PARTNERSHIPS
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.
DRAFT
CONTACT: The Herman Group, Inc. D.F. King & Co., Inc.
(800) 658-2007 (800) 628-8538
FOR IMMEDIATE RELEASE
HIGH RIVER TENDER OFFERS FOR MCNEIL
LIMITED PARTNERSHIPS EXTENDED
Dallas, Texas and New York, New York, August 24,
1995--High River Limited Partnership ("High River") today
announced that it has extended the expiration date of its
tender offers (the "Tender Offers") for units of limited
partnership interest in 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") until 12:00 midnight, New York City time,
on September 12, 1995. High River and McNeil Partners,
L.P., the general partner of each of the Partnerships
("McNeil Partners"), also announced that they are currently
engaged in settlement discussions which, among other
things, may result in settlement of litigation with respect
to the Tender Offers. No assurance can be given as to the
outcome of those discussions.
The Tender Offers are being made pursuant to the
Offers to Purchase dated August 3, 1995, as amended and
supplemented.
