SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section
14(d)(1) of the Securities Exchange Act of 1934
(Amendment No. 16)*
MCNEIL REAL ESTATE FUND XXV, L.P.
(Name of Subject Company [Issuer])
HIGH RIVER LIMITED PARTNERSHIP
CARL C. ICAHN
(Bidders)
LIMITED PARTNERSHIP UNITS
(Title of Class of Securities)
582568 87 9
(CUSIP Number of Class of Securities)
Keith L. Schaitkin, Esq.
Gordon Altman Butowsky Weitzen Shalov & Wein
114 West 47th Street, 20th Floor
New York, New York 10036
(212) 626-0800
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Bidder)
Calculation of Filing Fee
- -------------------------------------------------------------------
Transaction Amount of filing fee: $1,812.25
Valuation*: $9,061,256.88
- -------------------------------------------------------------------
* For purposes of calculating the fee only. This amount
assumes the purchase of 37,755,237 units of limited partnership
interest (the "Units") of the subject partnership for $0.24 per
Unit. The amount of the filing fee, calculated in accordance with
Rule 0-11(d) under the Securities Exchange Act of 1934, as amended,
equals 1/50th of one percent of the aggregate of the cash offered
by the bidder.
[X] Check box if any part of the fee is offset as provided by
Rule 0-11(a)(2) and identify the filing with which the offsetting
fee was previously paid. Identify the previous filing by
registration statement number, or the Form or Schedule and the date
of its filing.
Amount Previously Paid: $1,812.25
Form or Registration No.: Schedule 14D-1, dated August 3, 1995
Filing Party: High River Limited Partnership & Carl C. Icahn
Date Filed: August 4, 1995
*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 the 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).
<PAGE>
AMENDMENT NO. 16 TO SCHEDULE 14D-1
This Amendment No. 16 to Schedule 14D-1 amends and supplements
the Tender Offer Statement on Schedule 14D-1 filed by High River
Limited Partnership, a Delaware limited partnership ("High River"),
Riverdale Investors Corp., Inc., a Delaware corporation
("Riverdale"), and Carl C. Icahn, a citizen of the United States
(collectively, the "Reporting Persons") with the U.S. Securities
and Exchange Commission (the "Commission") on August 4, 1995, as
amended by Amendment No. 1 filed with the Commission on August 9,
1995, Amendment No. 2 filed with the Commission on August 14, 1995,
Amendment No. 3 filed with the Commission on August 18, 1995,
Amendment No. 4 filed with the Commission on August 21, 1995,
Amendment No. 5 filed with the Commission on August 22, 1995,
Amendment No. 6 filed with the Commission on August 25, 1995,
Amendment No. 7 filed with the Commission on August 31, 1995,
Amendment No. 8 filed with the Commission on September 7, 1995,
Amendment No. 9 filed with the Commission on September 8, 1995,
Amendment No. 10 filed with the Commission on September 12, 1995,
Amendment No. 11 filed with the Commission on September 15, 1995,
Amendment No. 12 filed with the Commission on September 15, 1995,
Amendment No. 13 filed with the Commission on September 18, 1995,
Amendment No. 14 filed with the Commission on September 28, 1995
and Amendment No. 15 filed with the Commission on September 29, 1995.
All capitalized terms used herein but not otherwise defined
shall have the meanings ascribed to such terms in the Offer to
Purchase dated August 3, 1995, as amended and supplemented from
time to time (the "Offer to Purchase") and the related Assignment
of Partnership Interest (collectively with the Offer to Purchase,
the "Offer").
Item 3. Past Contacts, Transactions or Negotiations with the Subject Company
Item 3(b) is hereby amended to add the following:
(b) The information set forth in the "INTRODUCTION" of the Offer to
Purchase and in Section 13 of the Offer to Purchase, entitled "Background
of the Offer," is incorporated herein by reference.
Item 5. Purpose of the Tender Offer and Plans or Proposals of the Bidder
Item 5 is hereby amended to add the following:
(a)-(c) The information set forth in the "INTRODUCTION" of the Offer
to Purchase, Section 8 of the Offer to Purchase, entitled "Future Plans of
the Purchaser," and Section 10 of the Offer to Purchase, entitled "Voting
by the Purchaser," is incorporated herein by reference.
(d)-(e) The information set forth in Section 8 of the Offer to
Purchase, entitled "Future Plans of the Purchaser," is incorporated herein
by reference.
Item 10. Additional Information
Item 10(e) is hereby amended to add the following:
(e) The information set forth in Section 13 of the Offer to Purchase,
entitled "Background of the Offer," is incorporated herein by reference.
Item 10(f) is hereby amended to add the following:
(f) The information set forth in the Supplement to the Offer to
Purchase dated September 29, 1995, a copy of which is attached hereto as
Exhibit 31, is incorporated herein by reference.
Item 11. Materials to be Filed as Exhibits
The following documents are filed as exhibits to this Schedule 14D-1:
(a)
Exhibit 31 Supplement to the Offer to Purchase dated September 29, 1995
Exhibit 32 Letter to the Limited Partners dated September 29, 1995
<PAGE>
SIGNATURES
After due 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 29, 1995
HIGH RIVER LIMITED PARTNERSHIP
By: Riverdale Investors Corp., Inc.
Title: General Partner
By: /s/ Edward E. Mattner
Edward E. Mattner
Title: President
RIVERDALE INVESTORS CORP., INC.
By: /s/ Edward E. Mattner
Edward E. Mattner
Title: President
/s/ Theodore Altman
Carl C. Icahn
By: Theodore Altman as
Attorney-in-fact
[Signature Page for Amendment No. 16 to
McNeil Real Estate Fund XXV, L.P. Schedule 14D-1]
<PAGE>
EXHIBIT INDEX
Page Number
-----------
Exhibit 31 Supplement to the Offer to Purchase
dated September 29, 1995
Exhibit 32 Letter to the Limited Partners
dated September 29, 1995
Supplement to the
Offers to Purchase for Cash
Up to 6,189 Units of Limited Partnership Interest in
McNEIL PACIFIC INVESTORS FUND 1972
for $110.00 Net Per Unit
Up to 8,200 Units of Limited Partnership Interest in
McNEIL REAL ESTATE FUND V, LTD.
for $400.00 Net Per Unit
Up to 49,577 Units of Limited Partnership Interest in
McNEIL REAL ESTATE FUND IX, LTD.
for $143.00 Net Per Unit
Up to 60,791 Units of Limited Partnership Interest in
McNEIL REAL ESTATE FUND X, LTD.
for $72.00 Net Per Unit
Up to 71,916 Units of Limited Partnership Interest in
McNEIL REAL ESTATE FUND XI, LTD.
for $63.00 Net Per Unit
Up to 38,940 Units of Limited Partnership Interest in
McNEIL REAL ESTATE FUND XIV, LTD.
for $95.00 Net Per Unit
Up to 46,276 Units of Limited Partnership Interest in
McNEIL REAL ESTATE FUND XV, LTD.
for $95.00 Net Per Unit
Up to 22,280 Units of Limited Partnership Interest in
McNEIL REAL ESTATE FUND XX, L.P.
for $100.00 Net Per Unit
Up to 18,000 Units of Limited Partnership Interest in
McNEIL REAL ESTATE FUND XXIV, L.P.
for $150.00 Net Per Unit
Up to 37,755,237 Units of Limited Partnership Interest in
McNEIL REAL ESTATE FUND XXV, L.P.
for $0.24 Net Per Unit
by
HIGH RIVER LIMITED PARTNERSHIP
THE OFFERS, WITHDRAWAL RIGHTS AND PRORATION PERIODS WILL EXPIRE AT 12:00
MIDNIGHT, NEW YORK CITY TIME, ON OCTOBER 6, 1995, UNLESS THE OFFERS ARE
EXTENDED.
IMPORTANT
High River Limited Partnership, a Delaware limited partnership (the
"Purchaser"), hereby supplements and amends each of its Offers to Purchase units
of limited partnership interest ("Units") in McNeil Pacific Investors Fund 1972,
McNeil Real Estate Fund V, Ltd., McNeil Real Estate Fund IX, Ltd., McNeil Real
Estate Fund X, Ltd., McNeil
(continued on following page)
---------------
For More Information or for Further Assistance,
Please Call the Information Agent:
D.F. King & Co., Inc.
(212) 269-5550 (Collect)
or
(800) 628-8538 (Toll Free)
September 29, 1995
<PAGE>
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")
dated August 3, 1995, as amended on August 7, 1995 and as supplemented and
amended on August 21, 1995. The Purchaser is offering to purchase Units of each
Partnership in the amounts set forth above and at the purchase prices set forth
above (with respect to each Partnership, the "Purchase Price"), net to the
seller in cash, without interest, less the amount of distributions per Unit, if
any, made by the respective Partnerships from the date of the commencement of
their respective Offers (as defined below), as they may be supplemented or
amended from time to time, until their respective Expiration Dates (as defined
below), upon the terms and subject to the conditions set forth in: (i) their
respective Offers to Purchase dated August 3, 1995, as amended on August 7, 1995
and as supplemented and amended on August 21, 1995; (ii) this Supplement thereto
(such Offers to Purchase, as amended on August 7, 1995, as supplemented and
amended on August 21, 1995 and as supplemented and amended by this Supplement,
collectively, the "Offers to Purchase" and with respect to each Partnership, an
"Offer to Purchase"); and (iii) the related Assignments of Partnership Interest
and Confirmation Letters (which collectively with the Offers to Purchase
constitute the "Offers" and which, with respect to each Partnership,
collectively with their respective Offers to Purchase, constitute an "Offer").
Unless the context otherwise requires, capitalized terms used in this Supplement
but not defined herein shall have the meanings ascribed to them in the Offers to
Purchase.
Questions and requests for assistance or for additional copies of the
Offers to Purchase, the Assignments of Partnership Interest or the Confirmation
Letters may be directed to the Information Agent at the address and telephone
numbers set forth on the back cover of this Supplement. No soliciting dealer
fees or other payments to brokers for tenders are being paid by the Purchaser.
COVER PAGE AND INSIDE COVER PAGE
The definition of "Minimum Units Requirements" set forth in the second
paragraph of the Offers to Purchase dated August 3, 1995, is hereby amended to
provide in its entirety as follows (Limited Partners are advised to consult
Exhibit A to this Supplement to determine the information applicable to their
respective Partnerships):
A Limited Partner may tender any or all of the Units owned by that
Limited Partner, provided, however, that in order for a tender to be valid,
the tender must satisfy the requirements (the "Minimum Units Requirements")
of the Partnership's partnership agreement (the "Partnership Agreement").
For convenience, the relevant portions of the Partnership Agreement are set
forth in Exhibit A to this Supplement.
The second bullet contained in the Supplements to the Offers to Purchase
dated August 21, 1995, located on the front cover page thereof, is hereby
amended to provide in its entirety as follows (Limited Partners are advised to
consult the table immediately following this bullet to determine the figures
applicable to their respective Partnerships):
o The Purchaser has revised its estimate of the net asset value per
Unit (the "NAV") (exclusive of the cash and cash equivalents held by the
Partnership as of June 30, 1995 (the "Cash Position")), as set forth in the
table immediately following this bullet. The NAV is greater than the
Purchase Price. When determining the value of Units and deciding whether to
tender Units pursuant to the Offer, a Limited Partner should consider both
the NAV and the Cash Position (which, due to its method of valuation of the
Units, the Purchaser did not include in such NAV). See Section 13 of the
Offer to Purchase entitled "Valuation Analysis".
Partnership NAV Cash Position
----------- ------- -------------
McNeil Pacific Investors Fund 1972 ......... $133.00 $ 59.00
McNeil Real Estate Fund V, Ltd. ............ 560.00 111.00
McNeil Real Estate Fund IX, Ltd. ........... 216.00 49.00
McNeil Real Estate Fund X, Ltd. ............ 131.00 18.00
McNeil Real Estate Fund XI, Ltd. ........... 111.00 24.00
McNeil Real Estate Fund XIV, Ltd. .......... 145.00 30.00
McNeil Real Estate Fund XV, Ltd. ........... 136.00 37.00
McNeil Real Estate Fund XX, L.P. ........... 130.00 77.00
McNeil Real Estate Fund XXIV, L.P. ......... 283.00 55.00
McNeil Real Estate Fund XXV, L.P. .......... 0.36 0.06
2
<PAGE>
The fourth bullet contained in the Supplements to the Offers to Purchase
dated August 21, 1995 for McNeil Pacific Investors Fund 1972 and McNeil Real
Estate Fund V, Ltd., located on the inside front cover page thereof, and the
fifth bullet contained in the Supplements to the Offers to Purchase dated August
21, 1995 for each of the other Partnerships, located on the inside front cover
page thereof, are hereby amended to provide in their entirety as follows:
o The Purchaser may seek to remove the Partnership's general partner.
Such removal may require the Partnership to pay a fee and other payments to
the Partnership's general partner and/or its affiliates and may result in
acceleration of certain of the Partnership's debt obligations and/or the
Partnership's incurrence of expenses pursuant to provisions of such debt
obligations, which may have an adverse effect on the Partnership. See
"Introduction" and Section 8 of the Offer to Purchase.
INTRODUCTION
The first paragraph of the Introduction to the Offers to Purchase is hereby
amended to provide in its entirety as follows:
High River Limited Partnership hereby offers to purchase Units in the
amount set forth above and at the Purchase Price set forth above, net to
the seller in cash, without interest, less the amount of distributions per
Unit, if any, made by the Partnership from the date of the commencement of
the Offer, as it may be supplemented or amended from time to time, until
the Expiration Date, upon the terms and subject to the conditions set forth
in the Offer. Limited Partners who tender their Units in response to the
Offer will not be obligated to pay any commissions or partnership transfer
fees. The Purchaser has retained D.F. King & Co., Inc. to act as
Information Agent (the "Information Agent") and IBJ Schroder Bank & Trust
Company to act as Depositary (the "Depositary") in connection with the
Offer. The Purchaser will pay all charges and expenses in connection with
the services of the Information Agent and the Depositary. The Offer is not
conditioned on any minimum number of Units being tendered. Subject to the
Minimum Units Requirements, a Limited Partner may tender any or all of the
Units owned by that Limited Partner. Notwithstanding any provision
contained in the Offer to Purchase or any related document, under no
circumstances will the Purchaser be required to accept any Units the
transfer of which to the Purchaser would be prohibited by the Partnership
Agreement or any regulation or procedure adopted thereunder.
Beginning on August 22, 1995, the Purchaser and the Partnership's
general partner had been engaged in discussions concerning the possible
acquisition by the Purchaser of substantially all of the interest in the
Partnership's general partner and the manager of the Partnership's
properties, McNeil Real Estate Management, Inc. ("McREMI") (which is an
affiliate of the Partnership's general partner), the Offer and the
settlement of litigation between the Purchaser and the Partnership's
general partner and the Partnership, among others. Such discussions have
terminated. See Section 13 of the Offer to Purchase.
The third bullet of the Introduction to the Offers to Purchase for McNeil
Pacific Investors Fund 1972 and McNeil Real Estate Fund V, Ltd., and the fourth
bullet of the Introduction to each of the other Offers to Purchase, contained in
the Supplements to the Offers to Purchase dated 21, 1995, are hereby amended to
provide in their entirety as follows:
o Although the Purchaser is making the Offer for investment purposes,
it may, depending on the number of Units it acquires pursuant to the Offer,
be in a position to influence control of the Partnership and to influence
voting decisions with respect to the Partnership and may seek to remove the
Partnership's general partner. Such removal may require the Partnership to
pay a fee and other payments to the Partnership's general partner and/or
its affiliates and may result in acceleration of certain of the
Partnership's debt obligations and/or the Partnership's incurrence of
expenses pursuant to provisions of such debt obligations, which may have an
adverse effect on the Partnership. See Section 8 of the Offer to Purchase.
The fourth bullet of the Introduction to the Offers to Purchase for McNeil
Pacific Investors Fund 1972 and McNeil Real Estate Fund V, Ltd., and the fifth
bullet of the Introduction to each of the other Offers to Purchase, contained in
the Supplements to the Offers to Purchase dated 21, 1995, are hereby amended in
their entirety to provide as follows:
o Based primarily on financial and other information relating to the
Partnership that is publicly available in its Form 10-K filed with the
Commission and the Due Diligence Information (as defined in the portion of
Section 13 of the Offer to Purchase entitled "Valuation Analysis"), the
Purchaser, solely for consideration with other information in connection
with preparing and evaluating the bid set forth in the Offer, calculated
the NAV (exclusive of the Cash Position), as set forth in the table
contained in Section 13 of the Offer to Purchase. When
3
<PAGE>
determining the value of Units and deciding whether to tender Units
pursuant to the Offer, a Limited Partner should consider both the NAV and
the Cash Position (which, due to its method of valuation of the Units, the
Purchaser did not include in such NAV). The Purchaser has not conducted any
appraisal of the Partnership's properties and has no independent basis
whatsoever for determining the accuracy or completeness of the
Partnership's publicly filed financial information and the Due Diligence
Information or for determining to what extent, if any, the NAV represents
the true net asset value of each Unit. See Section 13 of the Offer to
Purchase.
The paragraph in the Introduction to the Offers to Purchase, entitled
"Reasons for the Offer" is hereby amended to provide in its entirety as follows:
Although the Purchaser is making the Offer for investment purposes and
with a view to making a profit, it may, depending on the number of Units it
acquires pursuant to the Offer, be in a position to influence control of
the Partnership and to influence voting decisions with respect to the
Partnership and may seek to remove the Partnership's general partner. Such
removal may require the Partnership to pay a fee and other payments to the
Partnership's general partner and/or its affiliates and may result in
acceleration of certain of the Partnership's debt obligations and/or the
Partnership's incurrence of expenses pursuant to provisions of such debt
obligations, which may have an adverse effect on the Partnership. See
Section 8 of the Offer to Purchase.
The last paragraph in the Introduction to the Offers to Purchase is hereby
amended to provide in its entirety as follows:
All of the Information with respect to the Partnership contained in
the Offer to Purchase has been derived from documents and reports publicly
filed by the Partnership or the Due Diligence Information (as defined in
the portion of Section 13 of the Offer to Purchase entitled "Valuation
Analysis"). Although the Purchaser has no information that any statements
or information contained in the Offer to Purchase based upon such
documents, reports and Due Diligence Information are untrue, the Purchaser
cannot take responsibility for the accuracy or completeness of the
information concerning the Partnership contained in such documents, reports
and Due Diligence Information or for any failure by the Partnership to
disclose events which may have occurred and may affect the significance or
accuracy of any such information but which are unknown to the Purchaser.
THE OFFER
Section 8. Future Plans of the Purchaser.
Section 8 of the Offers to Purchase is hereby amended to provide in its
entirety as follows:
Although the Purchaser is making the Offer for investment purposes and
with a view to making a profit, it may, depending on the number of Units it
acquires pursuant to the Offer, be in a position to influence control of
the Partnership and to influence voting decisions with respect to the
Partnership. The Purchaser is currently assessing the feasibility of
removing the Partnership's general partner and/or McREMI. Removal of the
Partnership's general partner requires the vote of Limited Partners holding
a majority of the Units. Removal of the Partnership's general partner
and/or McREMI may, under certain circumstances, require the Partnership to
make certain payments to the Partnership's general partner and/or its
affiliates (including McREMI) (collectively, the "Termination Payments")
and may result in acceleration of certain of the Partnership's debt
obligations and/or the Partnership's incurrence of expenses pursuant to
provisions of such debt obligations, which may have an adverse effect on
the Partnership. See "Introduction" of the Offer to Purchase. If the
Purchaser concludes that it is feasible to remove the Partnership's general
partner and/or McREMI or otherwise take action which would result in the
Partnership's general partner and/or McREMI ceasing to act in their current
capacities (such removal or cessation, a "Termination") without the
imposition of Termination Payments, it will seek to do so. Absent the
feasibility of the foregoing, the Purchaser will consider whether or not to
seek Termination of the Partnership's general partner and/or McREMI. In
connection with any such determination, the Purchaser will consider the
overall costs associated with such Termination. In connection with any
attempted Termination of the Partnership's general partner or McREMI, the
Purchaser will seek its appointment or the appointment of another party as
the successor general partner of the Partnership or the property manager of
the Partnership, as the case may be. The Purchaser has not previously acted
as the general partner or property manager of a limited partnership which
is engaged in the business of owning real estate such as the Partnership
and has not, at this time, sought to negotiate any arrangements with other
parties to act in such capacities. Following the completion
4
<PAGE>
of the Offer, the Purchaser and/or persons related to or affiliated with it
may acquire additional Units or may sell Units. Any acquisition may be made
through private purchases, through one or more future tender or exchange
offers or by any other means deemed advisable. Any acquisition may be at a
price higher or lower than the price to be paid for the Units purchased
pursuant to the Offer, and may be for cash or other consideration. The
Purchaser also may consider selling some or all of the Units it acquires
pursuant to the Offer to persons not yet determined, which may include the
Partnership's general partner and/or an affiliate of the Partnership's
general partner.
Section 10. Voting by the Purchaser.
The first paragraph of Section 10 of the Offers to Purchase is hereby
amended to provide in its entirety as follows (Limited Partners are advised to
consult the table immediately following this paragraph to determine the figures
applicable to their respective Partnerships):
Depending on the number of Units it acquires pursuant to the Offer,
the Purchaser may be in a position to influence control of the Partnership
and to influence voting decisions with respect to the Partnership and the
Purchaser may seek to remove the Partnership's general partner. Under the
Partnership Agreement, Limited Partners holding a majority of the Units are
entitled to remove the Partnership's general partner at any time for cause
and, beginning on the date set forth on the table immediately following
this paragraph, without cause. Such removal may require the Partnership to
pay a fee and other payments to the Partnership's general partner and/or
its affiliates and may result in acceleration of certain of the
Partnership's debt obligations and/or the Partnership's incurrence of
expenses pursuant to provisions of such debt obligations, which may have an
adverse effect on the Partnership. See Section 8 of the Offer to Purchase.
In addition, Limited Partners holding a majority of the Units, with the
concurrence of the Partnership's general partner, are entitled to take
action with respect to a variety of matters, including dissolution of the
Partnership and most types of amendments to the Partnership Agreement, but
the Purchaser has no present intention of doing so.
Partnership Removal Date Without Cause
----------- --------------------------
McNeil Pacific Investors Fund 1972 ......... any time
McNeil Real Estate Fund V, Ltd. ............ any time
McNeil Real Estate Fund IX, Ltd. ........... beginning Nov. 12, 1995
McNeil Real Estate Fund X, Ltd. ............ beginning Oct. 9, 1995
McNeil Real Estate Fund XI, Ltd. ........... beginning Aug. 6, 1995
McNeil Real Estate Fund XIV, Ltd. .......... beginning Sept. 20, 1995
McNeil Real Estate Fund XV, Ltd. ........... beginning Oct. 11, 1995
McNeil Real Estate Fund XX, L.P. ........... any time
McNeil Real Estate Fund XXIV, L.P. ......... beginning March 30, 1996
McNeil Real Estate Fund XXV, L.P. .......... beginning March 26, 1996
Section 13. Background of the Offer.
The portion of Section 13 of each of the Offers to Purchase entitled "Prior
Contacts with the Partnership" is hereby amended by adding the following to the
end of such portion:
On the evening of August 22, 1995 and the morning of August 23, 1995,
Mr. Icahn and a representative met with Robert A. McNeil, Carole J. McNeil
(the Chairman and Co-Chairman of the corporate general partner of the
Partnership's general partner) and their representatives regarding possible
settlement of the pending litigation respecting the Offers. Those
discussions involved, among other things, the possibility of a transaction
pursuant to which Mr. Icahn or his affiliates would acquire substantially
all of the interest in the Partnership's general partner and would acquire
McREMI.
In connection with those settlement discussions, the Partnership's
general partner and the Purchaser entered into an agreement on August 24,
1995 (the "August 24th Agreement"), pursuant to which they agreed that
until September 7, 1995 (which date was ultimately extended to September
18, 1995 pursuant to various extension agreements dated September 7, 1995,
September 12, 1995, and September 15, 1995 (the "Extension Agreements" and,
together with the August 24th Agreement, the "Standstill Agreement")): (i)
the Partnership's general partner and its affiliates would not seek to
acquire any securities of the Partnerships or their affiliates or otherwise
propose or engage in discussions regarding the transactions involving the
Partnerships or their
5
<PAGE>
affiliates; (ii) they would each cause their respective information agents
to respond to limited partner inquiries only by indicating that settlement
discussions were ongoing; (iii) the Purchaser and its affiliates would be
permitted to conduct reasonable due diligence (the "Due Diligence") with
respect to the Partnership's general partner and the Partnerships and their
affiliates (subject to certain confidentiality obligations); and (iv)
except as required by law, they would not mail any information to the
limited partners of the Partnerships and would hold in abeyance all of
their litigation proceedings and the demands made by the Purchaser for
lists of limited partners and information and/or transfers of units of the
Partnerships. The Standstill Agreement (as modified by a letter agreement
dated September 19, 1995) provides that the Purchaser, Carl C. Icahn and
their affiliates would not, prior to August 24, 1996, attempt to acquire
any securities of partnerships (other than the Partnerships) controlled by
Robert A. McNeil, or propose to enter into business combinations with them
or make proxy solicitations with respect thereto (other than purchase at
auction or through privately negotiated transactions or otherwise, of a
block of approximately 2,995,000 units of limited partnership interest in
McNeil Real Estate Fund XXVI, L.P. and blocks of approximately 399,500 and
100,000 units of limited partnership interest in McNeil Real Estate Fund
XXVII, L.P.). Pursuant to the August 24th Agreement, the Purchaser agreed
to extend the Expiration Dates of the Offers until September 12, 1995 with
the Partnership's general partner having the ability to require the
Purchaser to extend the Expiration Dates of the Offers to September 20,
1995 (such Expiration Dates ultimately were extended pursuant to various
Extension Agreements through October 2, 1995).
On August 25, 1995, representatives of Mr. Icahn traveled to Dallas,
Texas to engage in "due diligence" activities at the headquarters of
McREMI. As part of its diligence activities at McREMI, representatives of
Mr. Icahn reviewed and gathered non-public information regarding McREMI,
the Partnership's general partner, the Partnerships and their affiliates.
Those activities at the McREMI headquarters, which continued through August
30, 1995, involved meeting with senior management and others. Thereafter,
the process of gathering information and conducting diligence continued by
telephone and through the exchange of documents, through September 19,
1995.
During the period from August 24, 1995 through September 19, 1995,
Carl C. Icahn and representatives of Mr. Icahn and his affiliates
(including the Purchaser) and Robert A. McNeil, Carole J. McNeil, the
Partnership's general partner and their representatives engaged in ongoing
negotiations involving various different members of their respective
negotiating teams. Those meetings were conducted by telephone and at the
offices of counsel to the respective parties and included the exchange of
numerous drafts of various agreements. The negotiations involved, among
other things, discussion of: (i) a transaction in which an affiliate of Mr.
Icahn would acquire substantially all of the interests in the Partnership's
general partner and would acquire McREMI; (ii) potential modifications to
the outstanding Offers; (iii) cooperation to be provided by the
Partnership's general partner to facilitate the Offers; and (iv) agreements
with respect to settlement of outstanding litigation, both among the
parties and against the Partnership's general partner, McREMI and Mr. and
Mrs. McNeil, among others, instituted following the commencement of the
Offers. The negotiations and due diligence review involved extensive
discussion of and negotiation concerning many facets of the financial
condition, tax aspects, operations, and business of McREMI, the
Partnership's general partner, the Partnerships and their affiliates. On
September 19, 1995, in a meeting conducted at the offices of counsel to Mr.
and Mrs. McNeil, negotiations reached an impasse and were discontinued.
Additional conversations after that date failed to result in a resumption
of negotiations.
The portion of Section 13 of each of the Offers to Purchase entitled
"Valuation Analysis" is hereby amended to provide in its entirety as follows
(Limited Partners are advised to consult the table contained in this Section to
determine the figures applicable to their respective Partnerships):
Valuation Analysis. While conducting the Due Diligence, the Purchaser
reviewed certain non-public documents and information prepared by or on
behalf of the Partnership to which it did not previously have access. Among
such documents and information were the Cash Position and net operating
income figures of the Partnership for a portion of its current fiscal year
(which the Purchaser reduced to reflect normal capital expenditures) (the
"Due Diligence Information"). The Purchaser utilized such net operating
income figures (as so reduced) in the preparation of an annualized net
operating income figure for the Partnership (the "NOI").
Due primarily to the NOI and the Cap Rate (as defined below), the
Purchaser has revised its estimate of the net asset value per Unit of the
Partnership (the "NAV") (exclusive of the Cash Position). In order to
calculate the NAV, the Purchaser divided: (i) the difference between (x)
the quotient of the NOI and a capitalization rate deemed appropriate by the
Purchaser (the "Cap Rate") and (y) the sum of "Mortgage Notes Payable"
(with estimated discounts, if applicable, added back) and "Payable to
Affiliates--General Partner" as such items are
6
<PAGE>
set forth in the Partnership's most recent Form 10-Q filed with the
Commission; by (ii) the number of outstanding Units. The NOI, the NAV, the
Cap Rate and the Cash Position for the Partnership are set forth in the
table immediately following this paragraph. The Purchaser's prior estimate
of the net asset value per Unit (which was calculated prior to the
Purchaser's calculation of the NOI) (the "Prior NAV") as well as the
capitalization rate utilized by the Purchaser to calculate such estimate
(the "Prior Cap Rate") and the amount of cash and cash equivalents per Unit
for the Partnership as of March 31, 1995 (which is contained in the Offer
to Purchase prior to this Supplement) (the "Prior Cash Position") are also
set forth in the table immediately following this paragraph. Limited
Partners should note that the calculations resulting in the NAV are based
on rough estimates and that the values resulting therefrom may not be
indicative of actual values to any extent. It should also be noted that
investors may disagree as to the appropriate capitalization rate to be
applied, and Limited Partners are advised that the utilization of a lower
capitalization rate results in a higher estimate of aggregate value. When
determining the value of Units and deciding whether to tender Units
pursuant to the Offer, a Limited Partner should consider both the NAV and
the Cash Position (which, due to its method of valuation of the Units, the
Purchaser did not include in such NAV).
<TABLE>
<CAPTION>
Prior Prior
Cap Cash Prior Cap Cash
Partnership NAV NOI<F1> Rate Position NAV Prior NOI Rate Position
----------- --- ------ ---- -------- ----- --------- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
McNeil Pacific
Investors Fund 1972 ... $133.00 $ 447,936.00<F2> 11.00%<F3> $ 59.00 $146.00 $ 447,936.00<F2> 10.50% $70.00
McNeil Real Estate
Fund V, Ltd. .......... 560.00 2,269,031.00 10.50%<F3> 111.00 568.00 2,175,819.00 10.00% 99.00
McNeil Real Estate
Fund IX, Ltd. ......... 216.00 8,018,123.00 10.50%<F3> 49.00 186.00 7,446,088.00 10.25% 52.00
McNeil Real Estate
Fund X, Ltd. .......... 131.00 7,703,187.00 10.50% 18.00 106.00 7,197,541.00 10.50% 17.00
McNeil Real Estate
Fund XI, Ltd. ......... 111.00 6,434,109.00 10.50%<F3> 24.00 82.00 5,756,264.00 10.25% 22.00
McNeil Real Estate
Fund XIV, Ltd. ........ 145.00 4,728,813.00 11.00% 30.00 125.00 4,397,965.00 11.00% 30.00
McNeil Real Estate
Fund XV, Ltd. ......... 136.00 4,183,817.00 10.50%<F3> 37.00 123.00 3,807,566.00 10.00% 37.00
McNeil Real Estate
Fund XX, L.P. ......... 130.00 498,722.00 10.00% 77.00 110.00 384,946.00 10.00% 77.00
McNeil Real Estate
Fund XXIV, L.P. ....... 283.00 1,849,193.00 10.50%<F3> 55.00 279.00 1,747,534.00 10.00% 47.00
McNeil Real Estate
Fund XXV, L.P. ........ 0.36 4,102,677.00 11.00% 0.06 0.33 3,862,488.00 11.00% 0.05
- --------
<FN>
<F1> For the purposes of determining the NOI for each of the Partnerships, other
than McNeil Pacific Investors Fund 1972 ("Pacific") and McNeil Real Estate
Fund XXIV, L.P. ("Fund XXIV"), the Purchaser utilized net operating income
figures for the first seven months of such Partnerships' current fiscal
years. For the purposes of determining the NOI for Pacific and Fund XXIV,
the Purchaser utilized net operating income figures for the first three
months and six months, respectively, of such Partnership's current fiscal
years. The Purchaser utilized such shorter time periods because, in its
judgment, such periods were more reflective of the value of Pacific and
Fund XXIV. Utilization of the seven month time period for Pacific and Fund
XXIV would yield lower NOIs and NAVs than those reflected in the above
table.
<F2> For the purpose of determining both of Pacific's NOI and Prior NOI, the
Purchaser utilized net operating income figures for the first three months
of Pacific's current fiscal year. Accordingly, such NOI and Prior NOI are
the same.
<F3> Upon reconsideration of the age of these Partnerships' properties, the
Purchaser determined to raise the Cap Rate.
</FN>
</TABLE>
Section 14. Conditions of the Offer.
The Purchaser has waived the conditions contained in paragraphs (e) and (f)
of Section 14 of the Offers to Purchase.
7
<PAGE>
EXHIBIT A
McNeil Pacific Investors Fund 1972
Section 8. Transfer of Units.
8.1 Registration of Transfer of Units. Units shall be transferable on
the records of the Partnership to a new holder only (i) by the registered
holder thereof, or in appropriate cases his personal representative, (ii)
as part of a transfer of five (5) or more whole Units to the new holder,
and (iii) after delivery to the General Partners of the holder's Units
(represented by the holder's copy of the Restated Certificate and Agreement
of Limited Partnership executed by the General Partner and evidencing the
holder's Units) and a written instrument of assignment of such Units in
form satisfactory to the General Partners, duly endorsed by the registered
holder or his personal representative or authorized agent, accompanied by
such assurance of the genuineness and effectiveness of each endorsement and
of the obtaining of any required consents or authorizations of any
governmental or other authorities as may reasonably be required by the
General Partners. Transfers of fewer than five (5) Units to a new holder or
of fractions of Units shall not be registered or recognized for any purpose
by the Partnership, unless (a) the General Partners in their discretion
agree otherwise and (b) according to the records of the Partnership the
transferee already is or at some time in the past has been a registered
holder of at least five (5) units.
McNeil Real Estate Fund V, Ltd.
12. Assignment of Partnership Units
12.1 Holders shall have the right to assign five or more whole Units
by a written instrument of assignment, the terms of which are not in
contravention of any of the provisions of this Partnership Agreement, which
instrument has been duly executed by the assignor of such Units. A Limited
Partner shall notify the General Partners of any assignment of a beneficial
interest in any Units which occurs without a transfer of record ownership.
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.
12. Issuance, Transfer, and Exchange of Certificates
12.2. Registration of Units; Registration of Transfer and Exchange.
(c) Limited Partners shall have the right to assign ten (10) or more whole
Units, provided, however, unless prohibited by any applicable state
securities law, three (3) Units may be acquired or retained by IRA or Keogh
Plans, and provided further that a Limited Partner must assign all of his
Units if he would otherwise retain less than the minimum amount. Every
Certificate surrendered for registration of transfer or exchange shall be
duly endorsed on the reverse side thereof, or be accompanied by a written
instrument of transfer in form satisfactory to the General Partner or the
Transfer Agent, as the case may be, duly executed by the Limited Partner or
such Limited Partner's attorney duly authorized in writing. Every
Certificate surrendered for registration of transfer shall be accompanied
by a Transfer Application or other written instrument of acceptance to the
same effect in form satisfactory to the General Partner or the Transfer
Agent, as the case may be, duly executed by the transferee or such
transferee's attorney duly authorized in writing.
Notwithstanding anything to the contrary in this Paragraph 12, the
General Partner, in its discretion and upon notice to the Limited Partners,
may adopt an alternative procedure for the registration of Units and
transfers of Units, including, without limitation, providing for
uncertificated securities.
A-1
<PAGE>
McNeil Investors Fund XX, L.P.
12. Issuance, Transfer, and Exchange of Certificates
12.2 Registration of Units; Registration of Transfer and Exchange. (c)
Limited Partners shall have the right to assign ten (10) or more whole
Units, provided, however, unless prohibited by any applicable state
securities law, two (2) Units may be acquired or retained by IRA or Keogh
Plans, and provided further that a Limited Partner must assign all of his
Units if he would otherwise retain less than the minimum amount. Every
Certificate surrendered for registration of transfer or exchange shall be
duly endorsed on the reverse side thereof, or be accompanied by a written
instrument of transfer in form satisfactory to the General Partner or the
Transfer Agent, as the case may be, duly executed by the Limited Partner or
such Limited Partner's attorney duly authorized in writing. Every
Certificate surrendered for registration of transfer shall be accompanied
by a Transfer Application or other instrument of acceptance to the same
effect in form satisfactory to the General Partner or the Transfer Agent,
as the case may be, duly executed by the transferee or such transferee's
attorney duly authorized in writing.
Notwithstanding anything to the contrary in this Paragraph 12, the
General Partner, in its discretion and upon notice to the Limited Partners,
may adopt an alternative procedure for the registration of Units and
transfers of Units, including, without limitation, providing for
uncertificated securities.
McNeil Investors Fund XXIV, L.P.
12. Issuance, Transfer, and Exchange of Certificates
12.2 Registration of Units; Registration of Transfer and Exchange. (c)
Limited Partners shall have the right to assign 5 or more whole Units,
provided, however, unless prohibited by any applicable state securities
law, 1 Unit may be acquired or retained by IRA or Keogh Plans, and provided
further that a Limited Partner must assign all of his Units if he would
otherwise retain less than the minimum amount. Every Certificate
surrendered for registration of transfer or exchange shall be duly endorsed
on the reverse side thereof, or be accompanied by a written instrument of
transfer in form satisfactory to the General Partner or the Transfer Agent,
as the case may be, duly executed by the Limited Partner or such Limited
Partner's attorney duly authorized in writing. Every Certificate
surrendered for registration of transfer shall be accompanied by a Transfer
Application or other written instrument of acceptance to the same effect in
form satisfactory to the General Partner or the Transfer Agent, as the case
may be, duly executed by the transferee or such transferee's attorney duly
authorized in writing.
Notwithstanding anything to the contrary in this Paragraph 12, the
General Partner, in its discretion and upon notice to the Limited Partners,
may adopt an alternative procedure for the registration of Units and
transfers of Units, including, without limitation, providing for
uncertificated securities.
McNeil Investors Fund XXV, L.P.
12. Issuance, Transfer, and Exchange of Certificates
12.2 Registration of Units; Registration of Transfer and Exchange. (c)
Limited Partners shall have the right to assign 5,000 or more whole Units,
provided, however, unless prohibited by any applicable state securities
law, 1,000 Units may be acquired or retained by IRA or Keogh Plans, and
provided further that a Limited Partner must assign all of his Units if he
would otherwise retain less than the minimum amount. Every Certificate
surrendered for registration of transfer or exchange shall be duly endorsed
on the reverse side thereof, or be accompanied by a written instrument of
transfer in form satisfactory to the General Partner or the Transfer Agent,
as the case may be, duly executed by the Limited Partner or such Limited
Partner's attorney duly authorized in writing. Every Certificate
surrendered for registration of transfer shall be accompanied by a Transfer
Application or other written instrument of acceptance to the same effect in
form satisfactory to the General Partner or the Transfer Agent, as the case
may be, duly executed by the transferee or such transferee's attorney duly
authorized in writing.
Notwithstanding anything to the contrary in this Paragraph 12, the
General Partner, in its discretion and upon notice to the Limited Partners,
may adopt an alternative procedure for the registration of Units and
transfers of Units, including, without limitation, providing for
uncertificated securities.
A-2
<PAGE>
Manually signed facsimile copies of the Assignments of Partnership Interest
and the Confirmation Letters will be accepted. The Assignments of Partnership
Interest, the Confirmation Letters, the Certificates and any other required
documents should be sent or delivered by each Limited Partner or such Limited
Partner's broker, dealer, bank, trust company or other nominee to the Depositary
as set forth below.
The Depositary for the Offer is:
IBJ SCHRODER BANK & TRUST COMPANY
By Mail:
P.O. Box 84
Bowling Green Station
New York, New York 10274-0084
Attn: Reorganization Operations Department
By Hand/Overnight Delivery:
One State Street
New York, New York 10004
Attn: Securities Processing Window,
Subcellar One, (SC-1)
By Facsimile:
(212) 858-2611
Confirm by Telephone:
(212) 858-2103
Questions and requests for assistance or for additional copies of the
Offers to Purchase, the Assignments of Partnership Interest and the Confirmation
Letters may be directed to the Information Agent at its telephone number and
address listed below. You may also contact your broker, dealer, bank, trust
company or other nominee for assistance concerning the Offer.
The Information Agent for the Offer is:
D.F. KING & CO., INC.
77 Water Street
New York, New York 10005
(212) 269-5550 (Collect)
or
(800) 628-8538 (Toll Free)
High River Limited Partnership
c/o Icahn Associates Corp.
114 West 47th Street
New York, NY 10036
September 29, 1995
To the holders of units of limited partnership interests in the
Partnerships: <F1>
Dear Limited Partner:
As you know, High River Limited Partnership, a Delaware limited partnership
(the "Purchaser") has commenced tender offers (the "Tender Offers") to purchase
units of limited partnership interest ("Units") in the Partnerships from holders
of Units (each, a "Limited Partner") upon the terms and subject to the
conditions set forth in the Offers to Purchase dated August 3, 1995, as amended
and supplemented from time to time (the "Offers to Purchase"), and the related
Assignments of Partnership Interest and Confirmation Letters (collectively with
the Offers to Purchase, the "Offers"). This letter is being sent to you by the
Purchaser to inform you of certain recent events relating to the Offers and to
clarify the procedures for tendering your Units to the Purchaser.
Unless otherwise defined herein, capitalized terms used herein shall have
the meanings attributed to them in the Offers to Purchase.
Prior Events Relating to the Offer
On September 28, 1995, the Purchaser announced the extension of the
Expiration Dates of the Offers to 12:00 midnight, New York City time, on October
6, 1995. The Purchaser and McNeil Partners, L.P., the general partner of each of
the Partnerships ("McNeil Partners"), had been engaged in settlement discussions
which, among other things, related to: (i) settlement of litigation with respect
to the Tender Offers for the Partnerships; and (ii) the acquisition of
substantially all of the interest in the Partnerships' general partner and the
property manager of the Partnerships by affiliates of Carl C. Icahn. Those
discussions broke off. Further, neither McNeil Partners, nor its affiliates, has
commenced a tender offer for the Partnerships, despite various statements by
McNeil Partners suggesting that they might do so. In light of this state of
affairs, the Purchaser determined that the extension of the Expiration Dates of
the Tender Offers will be the final extension.
Limited Partners may wish to consider that: (i) there is no active trading
market for the Units; (ii) the Purchaser's Offer provides liquidity for Limited
Partners who would like to sell their Units; and (iii) the Purchaser's Offer is
currently the only Offer for the Units. Limited Partners are urged to review the
Offers to Purchase in their entirety in determining whether to tender their
Units.
Procedures for Tender of Units
In order to complete the tender of your Units to the Purchaser, you must
deliver to the Depositary for the Offer, IBJ Schroder Bank & Trust Company, at
its address set forth on the back cover of the Offers to Purchase, the
following: (i) a properly completed and duly executed Assignment of Partnership
Interest, any other documents required by the Assignment of Partnership Interest
(or facsimiles thereof) and the associated Certificates; and (ii) a properly
completed and duly executed Confirmation Letter (or a facsimile thereof).
If you have any questions or need assistance in tendering your Units,
please call the Information Agent for the Offers, D.F. King & Co., Inc., at
(212) 269-5550 (Collect) or at (800) 628-8538 (Toll Free).
HIGH RIVER LIMITED PARTNERSHIP
- ---------
<F1> 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.; each a California
limited partnership, are each referred to individually as a "Partnership"
and collectively as the "Partnerships".
