UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. __)*
McNeil Real Estate Fund XXIV, L.P.
(Name of Issuer)
Limited Partnership Units
(Title of Class of Securities)
582568 87 9
(CUSIP Number)
October 1, 1999
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a
prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
CUSIP No. 582568 87 9
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Madison Avenue Investment Partners, LLC
13-3959673
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
(a)
(b)
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER: 2,012 Limited Partnership Units
6. SHARED VOTING POWER: 2,012 Limited Partnership Units
7. SOLE DISPOSITIVE POWER: 2,012 Limited Partnership Units
8. SHARED DISPOSITIVE POWER: 2,012 Limited Partnership Units
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
2,012 Limited Partnership Units
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 5.03%
12. TYPE OF REPORTING PERSON: OO
CUSIP No. 582568 87 9
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
First Equity Realty, LLC
13-3827931
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
(a)
(b)
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION: New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER: -0-
6. SHARED VOTING POWER: 2,012 Limited Partnership Units
7. SOLE DISPOSITIVE POWER: -0-
8. SHARED DISPOSITIVE POWER: 2,012 Limited Partnership Units
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
2,012 Limited Partnership Units
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 5.03%
12. TYPE OF REPORTING PERSON: OO
CUSIP No. 582568 87 9
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
The Harmony Group II, LLC
13-3959664
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
(a)
(b)
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER: -0-
6. SHARED VOTING POWER: 2,012 Limited Partnership Units
7. SOLE DISPOSITIVE POWER: -0-
8. SHARED DISPOSITIVE POWER: 2,012 Limited Partnership Units
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
2,012 Limited Partnership Units
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 5.03%
12. TYPE OF REPORTING PERSON: OO
CUSIP No. 582568 87 9
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Ronald M. Dickerman
###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
(a)
(b)
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION: United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER: -0-
6. SHARED VOTING POWER: 2,012 Limited Partnership Units
7. SOLE DISPOSITIVE POWER: -0-
8. SHARED DISPOSITIVE POWER: 2,012 Limited Partnership Units
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
2,012 Limited Partnership Units
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 5.03%
12. TYPE OF REPORTING PERSON: IN
CUSIP No. 582568 87 9
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Bryan E. Gordon
###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
(a)
(b)
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION: United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER: -0-
6. SHARED VOTING POWER: 2,012 Limited Partnership Units
7. SOLE DISPOSITIVE POWER: -0-
8. SHARED DISPOSITIVE POWER: 2,012 Limited Partnership Units
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
2,012 Limited Partnership Units
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 5.03%
12. TYPE OF REPORTING PERSON: IN
ITEM 1(A) NAME OF ISSUER:
The name of the Issuer is McNeil Real Estate Fund XXIV, L.P. (the
"Issuer").
ITEM 1(B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
The address of the Issuer's principal executive offices is 13760
Noel Road, Suite 600, LB70, Dallas, Texas, 75240.
ITEM 2(A) NAME OF PERSONS FILING:
The names of the persons filing this Schedule 13G is Madison Avenue
Investment Partners, LLC, a Delaware limited liability company
("MAIP"), First Equity Realty, LLC, a New York limited liability
company ("First Equity"), The Harmony Group II, LLC, a Delaware
limited liability company ("Harmony Group"), Ronald M. Dickerman and
Bryan E. Gordon (collectively, the "Reporting Persons"). MAIP is
the controlling person of various entities which are the nominee
owners of, or the successors by merger to the assets of nominee
owners of, Limited Partnership Units (the "Units") of the Issuer.
These nominees, none of which beneficially own 5% or more of the
Units, are Madison Liquidity Investors 104, LLC and ISA Partnership
Liquidity Investors.
The controlling members of MAIP are The Harmony Group II, LLC, a
Delaware limited liability company of which Bryan E. Gordon is the
Managing Member, and First Equity Realty, LLC, a New York limited
liability company of which Ronald M. Dickerman is the Managing Member.
ITEM 2(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
The business address of MAIP, Harmony Group and Mr. Gordon is P.O.
Box 7533, Incline Village, Nevada 89452. The business address for
First Equity and Mr. Dickerman is 555 Fifth Avenue, 9th Floor, New
York, New York 10017.
ITEM 2(C) CITIZENSHIP:
See Item 2(a) above.
ITEM 2(D) TITLE OF CLASS OF SECURITIES:
The title of the class of securities to which this Schedule relates
is Limited Partnership Assignee Units.
ITEM 2(E) CUSIP NUMBER: 582568 87 9
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR
13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:
(a) [] Broker or dealer registered under Section 15 of the Act.
(b) [] Bank as defined in Section 3(a)(6) of the Act.
(c) [] Insurance company defined in Section 3(a)(19) of the
Act.
(d) [] Investment company registered under Section 8 of the
Investment Company Act.
(e) [] An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E).
(f) [] An employee benefit plan or endowment fund in
accordance with Rule 13d-1(b)(1)(ii)(F).
(g) [] A parent holding company or control person in
accordance with Rule 13d-1(b)(1)(ii)(G).
(h) [] A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act.
(i) [] A church plan that is excluded from the definition of
an investment company under Section 3(c)(14) of the
Investment Company Act of 1940;
(j) [] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this
box. [X]
ITEM 4. OWNERSHIP.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the Issuer identified in
Item 1.
(a) Amount Beneficially Owned: The Reporting Persons beneficially
own an aggregate of 2,012 Units.
(b) Percent of Class: The Reporting Persons beneficially own 5.03%
of the issued and outstanding Units.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
2,012 Units
(ii) Shared power to vote or to direct the vote:
2,012 Units
(iii) Sole power to dispose or to direct the disposition of:
2,012 Units
(iv) Shared power to dispose or to direct the disposition
of: 2,012 Units
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check
the following [ ].
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON.
See Item 2(a) above.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
See Item 2(a) above. In accordance with Rule 13d-1(k), the
Reporting Persons have executed a Joint Filing Agreement annexed
hereto as Exhibit A.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
ITEM 10. CERTIFICATION.
By signing below, the undersigned hereby certify that, to the best
of their respective knowledge and belief, the securities referred to
above were not acquired and are not held for the purpose of or with
the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or
effect.
SIGNATURE
After reasonable inquiry and to the best of their respective
knowledge and belief, each of the undersigned certifies that the
information set forth in this statement is true, complete, and correct.
Dated: November 30, 1999
MADISON AVENUE INVESTMENT PARTNERS, LLC
BY: FIRST EQUITY REALTY, LLC (MEMBER)
By: /s/ Ronald M. Dickerman
Ronald M. Dickerman, Member
FIRST EQUITY REALTY, LLC
By: /s/ Ronald M. Dickerman
Ronald M. Dickerman, Member
THE HARMONY GROUP II, LLC
By: /s/ Bryan E. Gordon
Bryan E. Gordon, Member
/s/ Ronald M. Dickerman
Ronald M. Dickerman
/s/ Bryan E. Gordon
Bryan E. Gordon
JOINT FILING AGREEMENT
The undersigned hereby agree that this statement on Schedule 13G
with respect to the Limited Partnership Assignee Units of McNeil
Real Estate Fund XXIV, L.P., dated November 30, 1999 is, and any
further amendments thereto signed by each of the undersigned shall
be, filed on behalf of each of the undersigned pursuant to and in
accordance with the provisions of Rule 13d-1(k) under the Securities
Exchange Act of 1934, as amended.
Dated as of: November 30, 1999
MADISON AVENUE INVESTMENT PARTNERS, LLC
BY: FIRST EQUITY REALTY, LLC (MEMBER)
By: /s/ Ronald M. Dickerman
Ronald M. Dickerman, Member
FIRST EQUITY REALTY, LLC
By: /s/ Ronald M. Dickerman
Ronald M. Dickerman, Member
THE HARMONY GROUP II, LLC
By: /s/ Bryan E. Gordon
Bryan E. Gordon, Member
/s/ Ronald M. Dickerman
Ronald M. Dickerman
/s/ Bryan E. Gordon
Bryan E. Gordon
