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. 1)
MCNEIL PACIFIC INVESTORS FUND 1972
(NAME OF SUBJECT COMPANY)
MCNEIL PARTNERS, L.P
(NAME OF PERSON FILING STATEMENT)
Units of Limited Partnership Interests
(TITLE OF CLASS OF SECURITIES)
582566 10 5
(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)
Copies to:
Patrick J. Foye, Esq. Scott Wallace, Esq.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM HAYNES AND BOONE, L.L.P.
919 Third Avenue 901 Main Street, Suite 3100
New York, New York 10022 Dallas, Texas 75202
(212) 735-2274 (214) 651-5587
This Amendment No. 1 amends and supplements the
following Items of the Solicitation/Recommendation Statement on
Schedule 14D-9 of the Partnership filed with the Securities and
Exchange Commission on October 4, 1996 (the "Schedule 14D-9").
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.
ITEM 6. RECENT TRANSACTIONS AND INTENT WITH RESPECT TO SECURITIES
Items 6 (a) is hereby supplemented by adding the
following:
On October 17, 1996, Mr. McNeil purchased 260,334 Units
of McNeil Real Estate Fund XXVII, L.P. at $8.00 per Unit in a
privately negotiated transaction. Mr. McNeil acquired 260,334
Units with his own personal funds.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED
Items 8 is hereby supplemented by adding the following:
The trial of the California Federal Action was held on
Thursday, October 17, 1996. Judge Stephen V. Wilson denied the
McNeil Partnerships' requests for a permanent and preliminary
injunction to enjoin High River's tender offers and granted High
River's request for an order directing the McNeil Partnerships to
turn over current lists of Unitholders to High River forthwith.
The McNeil Partnerships had claimed that they were not required
to provide the lists to High River because High River's tender
offers were illegal, misleading and violative of the terms of
various McNeil Partnerships' partnership agreements. Judge
Wilson directed the parties to submit proposals within the next
two weeks regarding the terms of a final order. In the interim,
Judge Wilson requested High River to submit a separate order
requiring the McNeil Partnerships to immediately provide High
River with the Unitholder lists. On November 24, 1996, the
McNeil Partnership delivered the Unitholder lists to High River.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
Items 9 is hereby supplemented by adding the following:
(c)(10) Form of Press Release issued by McNeil Partners on
October 17, 1996.
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: October 30, 1996
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)(10) Press Release issued by McNeil Partners
on October 17, 1996.
Exhibit (C)(4)
McNEIL REAL ESTATE FUND XXVII, L.P.
REJECTS $6.50 OFFER FROM
UNAFFILIATED THIRD PARTY;
REJECTED OFFER EXCEEDED
ICAHN OFFER BY APPROXIMATELY 16%
DALLAS, TEXAS, OCTOBER 17,1996 - McNEIL REAL ESTATE FUND XXVII,
L.P. announced today that it has received an unsolicited offer to
acquire all outstanding Units of the Partnership at $6.50 per
Unit from an unaffiliated third party. The offer, which is not
conditioned on receipt of financing or due diligence, was made by
a privately held real estate company. After meeting with the
offeror in Dallas and considering the $6.50 offer, the
Partnership has rejected it as being inadequate.
The Partnership said that this offer follows on the heels of an
offer by Carl Icahn to buy all Units of the Partnership for $5.62
per Unit. On October 4, 1996, the Partnership determined that
Mr. Icahn's offer was inadequate, not in the best interests of
either the Partnership or Unitholders and strongly recommended
that Unitholders reject the Icahn offer. At that time, the
Partnership received the opinion of its financial advisor,
Crosson Dannis, Inc. that Mr. Icahn's offer price is inadequate
from a financial point of view to Unitholders. Crosson Dannis
estimated that the present estimated liquidation value of the
Partnership's Units was between $8.37 and $8.64 per Unit.
The Partnership also said that the $6.50 per Unit offer confirms
the Partnership's decision to reject the $5.62 Icahn tender
offer.
For more information, please contact:
The Herman Group, Inc.
(800)658-2007
