SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
McNEIL REAL ESTATE FUND V, LTD.
(Name of Registrant as Specified in Its Charter)
McNEIL REAL ESTATE FUND V, LTD.
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[X] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
Units of Limited Partnership Interest
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2) Aggregate number of securities to which transaction applies:
18,223
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3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:*
1/50 of 1% of $23,300,000 (aggregate value to be received by
Registrant) = $4,660
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4) Proposed maximum aggregate value of transaction:
$23,300,000
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* Set forth the amount on which the filing fee is calculated and state
how it was determined.
[X] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid: $4,660
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2) Form Schedule or Registration Statement No.: Preliminary Proxy
Statement
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3) Filing Party: McNeil Real Estate Fund V, Ltd.
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4) Date Filed: February 29, 1996
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<PAGE>
McNeil Real Estate Fund V, Ltd.
13760 Noel Road
Suite 700
Dallas, Texas 75240
To the Limited Partners of
McNeil Real Estate Fund V, Ltd.
(the "Partnership")
August 29, 1996
Dear Limited Partner:
By now you should have received information concerning the Meeting of
Limited Partners which will be held on September 10, 1996. If you have not
already returned your signed proxy card, please do so as quickly as possible.
McNeil Partners, L.P., the general partner of the Partnership (the
"General Partner"), is mailing this letter to inform you of certain recent
events with respect to the Partnership that have taken place since the General
Partner mailed the proxy materials dated August 9, 1996 (the "Proxy Materials").
On or about August 12, 1996, the General Partner received a request from High
River Limited Partnership ("High River") to provide a list of limited partners
of the Partnership and the nine other affiliated partnerships which were
previously subject to tender offers from High River as described in the Proxy
Materials. In such request High River stated that it intended to make a tender
offer for the Units of the Partnership and the other nine affiliated
partnerships. The proposed tender offer is set forth in a Schedule 13D filed by
High River and described in the Proxy Materials previously mailed to you.
On August 19, 1996, the Partnership, along with the nine other
affiliated partnerships, filed a complaint for declaratory and injunctive relief
against High River in the United States District Court for the Central District
of California, alleging that the records request of High River was improper
because High River is in violation of the tender offer rules promulgated under
the Securities Exchange Act of 1934. High River has requested that the Court
issue a preliminary injunction requiring each of the ten partnerships to provide
a list of limited partners. The Court has not made a ruling.
The General Partner continues to recommend that the Limited Partners
vote in favor of the proposals described in the Proxy Materials.
We urge you to return your signed proxy as quickly as possible. If you
have misplaced your proxy card or any of the Proxy Materials, please call the
Investor Operations at (800) 576-7907 or (214) 448-5800.
Very truly yours,
McNEIL PARTNERS, L.P.
By: McNeil Investors, Inc., a
Delaware corporation
and its General Partner
By: /s/ Donald K. Reed
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Donald K. Reed, President
