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. 4)
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. 4 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 and
Amendment No. 3 to the Schedule 14D-9 filed with the Commission
on September 13, 1995. Unless otherwise indicated, all
capitalized terms used but not defined in this Amendment No. 4
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)(7) 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)(7) Letter from McNeil Partners to Carl C.
Icahn dated September 17, 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 18, 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)(7) Letter from McNeil Partners to Carl C.
Icahn dated September 17, 1995.
Exhibit (c)(7)
McNeil Partners, L.P.
13760 Noel Road, Suite 700
Dallas, TX 75240
September 17, 1995
PERSONAL AND CONFIDENTIAL
Carl C. Icahn
High River Limited Partnership
90 South Bedford Road
Mt. Kisco, New York 10549
Reference is made to that certain Letter
Agreement dated August 24, 1995 among High River Limited
Partnership ("High River"), Carl C. Icahn and McNeil
Partners, L.P. ("McNeil Partners") (the "August 24 Letter
Agreement"), as amended by those certain Letter
Agreements dated September 7, 1995, September 12, 1995
and September 15, 1995 (the "September 15 Letter
Agreement") among High River, Carl C. Icahn and McNeil
Partners.
Pursuant to paragraph 2 of the September 15
Letter Agreement, McNeil Partners hereby directs High
River to extend each of the expiration dates of the
Offers to Purchase (as defined in the August 24 Letter
Agreement) until October 2, 1995. As you know, pursuant
to paragraph 2 of the September 15 Letter Agreement, High
River is required to issue a press release announcing
such extensions no later than tomorrow.
Sincerely,
McNeil Partners, L.P.
By: McNeil Investors, Inc., its
general partner
By: /s/ Donald K. Reed
Donald K. Reed
President
