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. 3)
________________
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. 3 amends and supplements Items 3, 8
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 and Amendment No. 2 to the Schedule
14D-9 filed with the Commission on September 8, 1995. Unless
otherwise indicated, all capitalized terms used but not defined
in this Amendment No. 3 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)(6) attached
hereto is incorporated herein by reference.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
Item 8 is hereby supplemented by adding the following:
On or about August 18, 1995, three individuals
commenced an action in the Superior Court of the State of
California for the County of Los Angeles (the "California
Superior Court"), against McNeil Partners, McNeil Investors,
McREMI, Robert A. McNeil, Carole J. McNeil, Donald K. Reed
("Reed") and Robert C. Irvine ("Irvine"), entitled James
F. Schofield et al. v. McNeil Partners, L.P. et al., Case
No. BC133799. The Schofield action is purportedly brought
in part as a class action, on behalf of all the limited
partners (the "Limited Partners") of 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., and in part as a derivative
action on behalf of such Partnerships.
The Schofield Complaint asserts that defendants have
breached their fiduciary duties to the Limited Partners and have
breached the partnership agreements of the aforementioned
Partnerships by allegedly, inter alia, failing to maximize the
value of such Partnerships, seeking to entrench themselves in the
management of such Partnerships, and receiving excessive
management and other fees from such Partnerships. The Complaint
seeks, inter alia, an order directing defendants to discharge
their fiduciary duties to such Partnerships and enjoining them
from violating their fiduciary duties, as well as an award to
plaintiffs and to such Partnerships of compensatory damages in an
unspecified amount.
On or about August 21, 1995, the same persons who filed
the Schofield action in the California Superior Court filed
another purported class-action and derivative Complaint in the
United States District Court for the Southern District of New
York, entitled James F. Schofield et al. v. McNeil Partners,
L.P. et al, 95 Civ. 6711. The Schofield plaintiff's federal Com-
plaint contains allegations similar to those of their California
Complaint, together with a claim that defendants violated
Sections 14(d) and 14(e) of the Securities Exchange Act of 1934,
in that the Partnerships' Schedules 14D-9 filed on August 18,
1995 in connection with the HR Offers contained inadequate and
incomplete information.
On or about August 22, 1995, two individuals filed
separate, but substantially identical, Complaints in the California
Superior Court, entitled Warren Heller v. McNeil Partners L.P. et al.,
Case No. BC133957, and Alfred Napoletano v. McNeil Partners L.P.
et al., Case No. BC133849. These Complaints are purportedly
brought as class actions, on behalf of all the limited partners
of the ten Partnerships, against defendants McNeil Partners,
McNeil Investors, Robert McNeil, Carole McNeil and the ten
Partnerships. Each of the Complaints alleges, in substance, that
defendants breached their fiduciary duties to the limited
partners by failing to maximize the value of the Partnerships.
The Complaints seek, inter alia, an order directing defendants to
fulfill their fiduciary duties and enjoining them from blocking
any potential acquisition proposal for the Partnerships, and an
award of damages in an unspecified amount.
On or about August 23, 1995, an action was filed in the
District Court of Dallas County, Texas, entitled Robert Lewis v.
McNeil Partners, L.P. et al. The Original Petition is
purportedly brought on behalf of a class consisting of all the
limited partners of the ten Partnerships, against defendants
McNeil Partners, McNeil Investors, Robert McNeil, Reed and
Irvine. The Lewis Complaint alleges that defendants have
breached their fiduciary duties and the partnership agreements of
the Partnerships by failing to maximize the value of the
Partnerships upon receipt of the HR Offers. The Complaint seeks,
inter alia, an order directing defendants to take steps to
maximize the price to be paid to limited partners for their units
in the Partnerships. On or about September 7, 1995, the
plaintiff in the Lewis action filed a motion for a temporary
injunction to this effect, together with a request for a
temporary restraining order prohibiting defendants from
registering any change in the ownership of units in the
Partnerships pending a hearing on the injunction motion.
Each of the five actions described above is at a
preliminary stage. Defendants have not yet responded to the
Complaint or Petition in any of these actions.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby supplemented by adding the following:
(c)(6) Letter Agreement dated September 12,
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)(6) Letter Agreement dated September 12, 1995
by and among Carl C. Icahn, High River and
McNeil Partners.
Exhibit (c)(6)
HIGH RIVER LIMITED PARTNERSHIP
September 12, 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 Partners, L.P. dated August
24, 1995, as amended by the letter agreement among the
undersigned and McNeil Partners, L.P., Inc. dated
September 7, 1995 (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 15, 1995" for
"September 12, 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
14, 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
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 28, 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. Notwithstanding Paragraph 5 of the August 24th
Letter Agreement, McNeil Partners may, in its discretion,
mail or cause to be mailed to limited partners of the
Partnerships, the attached press release.
5. 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 or the letter agreement
dated September 7, 1995 among the undersigned and McNeil
Partners.
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
__________________________
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
CONTACT: D.F. King & Co., Inc. The Herman Group, Inc.
(800) 628-8538 (800) 658-2007
FOR IMMEDIATE RELEASE
HIGH RIVER TENDER OFFERS FOR MCNEIL
LIMITED PARTNERSHIPS EXTENDED
Dallas, Texas and New York, New York, September
12, 1995--High River Limited Partnership announced today
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 25, 1995.
High River and McNeil Partners, L.P., the general
partner of each of the Partnerships ("McNeil Partners"),
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.
