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 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.
MCNEIL REAL ESTATE FUND XIV, LTD. MCNEIL REAL ESTATE FUND XXVI, L.P.
MCNEIL REAL ESTATE FUND XV, LTD. MCNEIL REAL ESTATE FUND XXVII, L.P.
(NAME OF SUBJECT COMPANY)
MCNEIL PARTNERS, L.P.
(NAME OF PERSON FILING STATEMENT)
Units of Limited Partnership Interests
(TITLE OF CLASS OF SECURITIES)
582568 10 1 None
582568 20 0 582568 88 7
582568 30 9 582568 87 9
582568 88 7 None
582568 50 7 810481
(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. 2 amends and supplements the
following Items of the Solicitation/Recommendation Statements on
Schedule 14D-9 of the Partnerships filed with the Securities and
Exchange Commission on October 4, 1996, as amended (the
"Schedules 14D-9"). Unless otherwise indicated, all capitalized
terms used but not defined in this Amendment No. 2 have the
meanings set forth in the Schedules 14D-9.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
Items 9 is hereby supplemented by adding the following:
(c)(11) Form of Letter to Unitholders.
(c)(12) Form of Notice of Withdrawal.
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: November 8, 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)(11) Form of Letter to Unitholders. 5
(c)(12) Form of Notice of Withdrawal. 7
MCNEIL REAL ESTATE FUND XIV, LTD.
Question: [Did you see the] liquidation values [of the
McNeil Partnerships] published ...?
ICAHN: "I DIDN'T LOOK AT THEM AT ALL .... I DIDN'T LOOK
AT IT BECAUSE I DIDN'T CARE. I FIGURED--"
Question: You just throw out $150 million and you don't care?
ICAHN: "75% OF LIQUIDATING VALUE IS GOOD ENOUGH FOR ME.
THAT'S WHAT I WANT TO PAY. GOOD RETURN ON MY
MONEY."
Excerpt from cross-examination of
Carl C. Icahn, October 2, 1996
Dear Unitholder:
By now you should be very familiar with the name Carl C. Icahn.
For more than a year, Mr. "GOOD RETURN ON MY MONEY" Icahn, and
his affiliate, High River Limited Partnership, have attempted,
through repeated "hostile" tender offers, litigation and bluster,
to acquire control of McNeil Real Estate Fund XIV, Ltd. (the
"Partnership"). In this regard, they have repeatedly tried to
buy your Units at prices below their values and made unfounded
allegations about the Partnership and its General Partner.
You should be aware that Mr. Icahn has a long record of this type
of "VULTURE" investing -- that is, acquiring large blocks of
Units at prices that are inadequate and not in the best interests
of either the respective Partnership or Unitholders. He's now
trying this same investment tactic with the Partnership. HE'S
TRYING TO TAKE ADVANTAGE OF YOU BY CONVINCING YOU THAT THE UNITS
ARE A BAD INVESTMENT, WHILE AT THE SAME TIME BUYING THEM FOR $95
PER UNIT, SIGNIFICANTLY LESS THAN THE RANGE OF PRESENT ESTIMATED
LIQUIDATION VALUE DETERMINED BY AN INDEPENDENT FINANCIAL ADVISOR
TO THE PARTNERSHIP. Mr. Icahn's own admission in his cross-
examination on October 2 that he is offering only 75% of HIS OWN
LOW-BALL ESTIMATE of the value of the Units, and thereby realiz-
ing a "good return" at YOUR expense, speaks for itself. IN FACT,
MR. ICAHN'S OFFER PRICE IS ONLY BETWEEN 55.6% AND 59.0% OF THE
PRESENT ESTIMATED LIQUIDATION VALUE OF THE UNITS DISCUSSED BELOW.
* STATEMENTS MADE BY MR. ICAHN AND HIGH RIVER IN THEIR RECENT
LETTER TO YOU ARE FALSE AND INTENTIONALLY MISLEADING. For
instance, the amount of fees they claim McNeil Partners
received includes money paid to affiliates of Southmark
Corporation, an entity which is not affiliated with McNeil
Partners and which filed for bankruptcy in 1989. McNeil
Partners replaced Southmark as the General Partner in the
early 1990's. At that time, Robert A. McNeil established a
revolving credit facility which permitted the Partnership
and other McNeil partnerships to borrow from the General
Partner up to $5,000,000 in order to stabilize the Partner-
ship and avoid a fire-sale of its assets in a depressed real
estate market. Under the stewardship of a well-capitalized
McNeil Partners since 1991, the Partnership's financial
condition has recovered significantly from its pre-1991
condition.
* Mr. Icahn is certainly not offering to buy your Units be-
cause he thinks they are a bad investment. Fellow holders
of 97.7% of the outstanding Units have chosen not to tender
their Units as of November 1 and have rejected Mr. Icahn's
offer. IF YOU ARE ONE OF THE FEW WHO HAVE TENDERED YOUR
UNITS AND HAVE SECOND THOUGHTS ABOUT YOUR DECISION, WE HAVE
INCLUDED FOR YOUR CONVENIENCE A FORM TO WITHDRAW YOUR TEN-
DER.
IN LIGHT OF ALL RELEVANT CIRCUMSTANCES, INCLUDING THE INDEPENDENT
OPINION OF CROSSON DANNIS, INC. THAT MR. ICAHN'S OFFER PRICE IS
INADEQUATE FROM A FINANCIAL POINT OF VIEW, THE PARTNERSHIP
DETERMINED THAT THE OFFER IS INADEQUATE, NOT IN THE BEST INTER-
ESTS OF EITHER THE PARTNERSHIP OR UNITHOLDERS AND WE STRONGLY
RECOMMEND THAT YOU REJECT IT.
We urge you to consider the following points in making your
determination whether to reject the offer:
THE PRESENT ESTIMATED LIQUIDATION VALUE FOR THE UNITS AS OF
OCTOBER 3, 1996 IS BETWEEN $161 AND $171 PER UNIT. Crosson
Dannis, Inc., an independent financial advisor to the Partner-
ship, prepared an estimate of the present value (the "Present
Estimated Liquidation Value") of a Unit based on the assumption
that the Partnership completes an orderly liquidation by December
2001 (the "Liquidation"), during which time the Partnership will
be distributing cash proceeds from the sale of the Partnership's
properties as they are sold. The Present Estimated Liquidation
Value represents Crosson Dannis' estimate of the present value of
the gross cash distributions, approximately $271 per Unit, that a
Unitholder would receive between now and the completion of the
Liquidation. It should be noted that the Present Estimated
Liquidation Value does not represent an estimate by Crosson
Dannis of the fair market value of a Unit. OF COURSE, IN HIS
LETTER TO UNITHOLDERS, MR. ICAHN FAILED TO ADDRESS THE PRESENT
ESTIMATED LIQUIDATION VALUE OF THE UNITS.
AS WE HAVE STATED BEFORE, THE PARTNERSHIP HAS DETERMINED TO BEGIN
AN ORDERLY LIQUIDATION OF ALL THE PARTNERSHIP'S ASSETS. Although
there can be no assurance as to the timing of any liquidation, it
is anticipated that such liquidation would result in distribu-
tions to all Unitholders of the cash proceeds from the sale of
the Partnership's properties as they are sold and the dissolution
of the Partnership followed by a liquidating distribution to all
Unitholders before December 2001. THE PARTNERSHIP'S LIQUIDATION
PLAN IS ONE OF THE MAJOR REASONS THAT THE UNITS ARE AN ATTRACTIVE
INVESTMENT FOR MR. ICAHN -- IT GIVES HIM THE ABILITY TO MAKE - IN
HIS OWN WORDS -- A "GOOD RETURN" ON HIS MONEY FROM PURCHASING
YOUR UNITS.
ON OCTOBER 17, 1996, MCNEIL REAL ESTATE FUND XXVII, L.P. AN-
NOUNCED THAT IT HAD RECEIVED AN UNSOLICITED OFFER FROM AN UNAF-
FILIATED THIRD PARTY TO ACQUIRE ALL OUTSTANDING UNITS OF FUND
XXVII AT $6.50 PER UNIT, WHICH IS 15% MORE THAN MR. ICAHN IS
OFFERING FOR SUCH UNITS. After meeting with the offeror in
Dallas and considering the $6.50 offer, the partnership rejected
it as being inadequate because the Present Estimated Liquidation
Value of Fund XXVII's Units is between $8.37 and $8.64 per Unit.
UNITHOLDERS OF MCNEIL REAL ESTATE FUND V, LTD. WHO DID NOT TENDER
THEIR UNITS TO MR. ICAHN ARE EXPECTED TO RECEIVE APPROXIMATELY
82% MORE THAN HIS 1995 OFFER PRICE FOR THEIR UNITS. Last August,
Mr. Icahn offered $400 per unit for McNeil Real Estate Fund V,
Ltd. Since then, Fund V distributed $83.40 cash to unitholders
and, on September 10, 1996, holders of Fund V's units approved
the liquidation and dissolution of Fund V, pursuant to which it
is anticipated that all unitholders will receive a cash distribu-
tion of approximately $643.07 per Unit, subject to reserves and
adjustment. Although there can be no assurance that a similar
result will occur with the Partnership or that any particular
distribution per Unit will be obtained, THE LIQUIDATION AND
DISSOLUTION OF FUND V PROVIDES SOLID SUPPORT FOR OUR VIEW THAT
MR. ICAHN'S CURRENT OFFER PRICE FOR YOUR UNITS IS INADEQUATE AND
NOT IN THE BEST INTERESTS OF EITHER THE PARTNERSHIP OR
UNITHOLDERS AND WE STRONGLY RECOMMEND THAT YOU REJECT IT.
IN THE EVENT YOU HAVE ANY QUESTIONS, PLEASE CONTACT THE HERMAN
GROUP, INC. AT (800) 658-2007.
Very truly yours,
Donald K. Reed
McNeil Partners, L.P.
General Partner
P.S. If you are one of the few who tendered your Units
and have second thoughts about your decision, we
have included a withdrawal form for your conve-
nience.
NOTICE OF WITHDRAWAL
of
Previously Assigned Units of Limited Partnership Interest
of
[Name of Partnership]
to
HIGH RIVER LIMITED PARTNERSHIP
Pursuant to the Offer to Purchase Dated September 20, 1996, as Amended
Tax Identification No:
INSTRUCTIONS FOR WITHDRAWAL
A written or facsimile transmission of a Notice of Withdrawal may be
submitted at any time prior to the Expiration Date (or any extensions
thereof) to the Depositary for the High River Limited Partnership
Offer:
To: IBJ Schroder Bank & Trust Company, Depositary
By Mail By Courier or Hand Delivery
P.O. Box 84 One State Street
Bowling Green Station Attention: Securities Processing
Attention: Reorganization Operations Window
Department Subcellar One (SC-1)
New York, New York 10274-0084 New York, New York 10004
By facsimile To Confirm by Telephone
(212) 858-2611 (212) 858-2103
Please refer to the procedures for withdrawal set forth in Section 4,
"Withdrawal Rights" in the Offer to Purchase
To: IBJ Schroder Bank & Trust Company, Depositary
Ladies/Gentlemen:
Unless otherwise indicated in the box below, the units of limited
partnership interest ("Units") of the Partnership as listed below which
were previously tendered pursuant to the High River Limited Partnership
Offer to Purchase dated September 20, 1996, as amended, are hereby
withdrawn. Please return the tendered Unit certificate(s) and all rights
with respect thereto promptly to the undersigned at the address listed
above. Unless otherwise indicated, the number of Units being withdrawn are
ALL of the Units tendered as printed (or marked) in the "Number of Units
Withdrawn" column below.
DESCRIPTION OF UNIT(S) WITHDRAWN AND SIGNATURE(S) OF UNITHOLDERS
Partnership Number of Units Withdrawn
REGISTERED OWNER(S) SIGNATURE BOX FIDUCIARY INFORMATION BOX
(All Owners Must Sign)
If tendered by the Registered Owners Complete this box only if
listed above, please sign exactly as signing as a trustee,
your name(s) is/are printed (or executor, administrator,
corrected) above. For joint owners, guardian, attorney-in-fact,
each joint owner must sign. Note: officer of a corporation
The signatures of the persons or other person acting in a
signing this Withdrawal Notice must fiduciary or representative
be the same as those signing the capacity. Note: The signatures
Assignment previously submitted in of the persons signing this
every respect. Withdrawal Notice must be
the same as those signing
the Assignment previously
submitted in every
respect.
X______________________________
(Signature of Owner) (Date) Name(s) and Capacity: ____________
____________
X______________________________ Address: ____________
(Signature of Co-Owner) (Date)
City, State, Zip: ____________
