MCNEIL REAL ESTATE FUND XXVII LP, SC 14D1/A, 1996-09-26

MCNEIL REAL ESTATE FUND XXVII LP
SC 14D1/A, 1996-09-26
REAL ESTATE DEALERS (FOR THEIR OWN ACCOUNT)

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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. 1)

McNEIL REAL ESTATE FUND XXVII, L.P.
(Name of Subject Company [Issuer])

HIGH RIVER LIMITED PARTNERSHIP
CARL C. ICAHN
(Bidders)

LIMITED PARTNERSHIP UNITS
(Title of Class of Securities)

810481
(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 Valuation*: $32,026,348 Amount of filing fee: $6,406
- -------------------------------------------------------------------------------

* For purposes of calculating the filing fee only. This amount assumes the
purchase of 5,173,885 Units of the Partnership (consisting of all outstanding
Units other than Units owned by the Bidder and its affiliate) at $6.19 in cash
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: $6,406
Form or Registration No.: Schedule 14D-1
Filing Party: High River Limited Partnership,
Riverdale LLC and Carl C. Icahn
Date Filed: September 20, 1996

* 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.

<PAGE>

AMENDMENT NO. 1 TO SCHEDULE 14D-1

This Amendment No. 1 amends the Tender Offer Statement on Schedule 14D-1
filed with the Commission on September 20, 1996 (the "Schedule 14D-1") by High
River Limited Partnership, a Delaware limited partnership (the "Purchaser"),
Riverdale LLC, a New York limited liability company, and Carl C. Icahn
(collectively, the "Reporting Persons") relating to the tender offer by the
Purchaser to purchase any and all limited partnership units (the "Units"), other
than Units owned by the Purchaser, of McNeil Real Estate Fund XXVII, L.P., a
Delaware limited partnership, at a purchase price of $6.19 per Unit, net to the
seller in cash, without interest, upon the terms and subject to the conditions
set forth in the Offer to Purchase dated September 20, 1996 (the "Offer to
Purchase") and in the related Assignment of Partnership Interest, as each may be
supplemented or amended from time to time (which together constitute the
"Offer"), to include the information set forth below. Capitalized terms used
herein and not otherwise defined shall have the meanings ascribed to them in the
Schedule 14D-1 and the Offer to Purchase.

ITEM 10. ADDITIONAL INFORMATION

Item 10(f) is hereby supplemented and amended as follows:

The information set forth in the Offer to Purchase, dated September 20,
1996, as amended through September 25, 1996, a copy of which is attached hereto
as Exhibit 22, is incorporated herein by reference.

ITEM 11. MATERIAL TO BE FILED AS EXHIBITS

Item 11 is hereby supplemented and amended by adding the following:

(a)

Exhibit 22. Offer to Purchase, dated September 20, 1996, as amended through
September 25, 1996

(filed herewith)

<PAGE>

(c)

Exhibit 23. Power of Attorney of Carl C. Icahn, dated September 25, 1996,
appointing Theodore Altman as attorney-in-fact for purposes of
executing Amendments to the Schedule 14D-1
(filed herewith)

Item 11 is hereby further amended as follows:

The description of Exhibit 8 in Item 11 of the Schedule 14D-1 is hereby
amended and restated in its entirety to read as follows:

Complaint filed by 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. as
plaintiffs, against the Purchaser and certain of its affiliates, as
defendant (without exhibits)

The description of Exhibit 19 in Item 11 of the Schedule 14D-1 (and in the
Exhibit Index thereto) is hereby amended and restated to read in its entirety as
follows:

Defendants' Answer to Complaint for Declaratory and Injunctive Relief filed
by Purchaser and certain of its affiliates, as defendants, against 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., as plaintiffs

The description of Exhibit 20 in Item 11 of the Schedule 14D-1 (and in the
Exhibit Index thereto) is hereby amended and restated to read in its entirety as
follows:

Counterclaim of Purchaser for Injunctive and Other Relief re: Denial of
Access to a Partner to Limited Partnership Records filed by Purchaser and
certain of its affiiates, as defendants, against 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 XI, Ltd.,
McNeil Real Estate Fund XX, L.P., McNeil Real Estate Fund XXIV, L.P., and
McNeil Real Estate Fund XXV, L.P., as plaintiffs (without exhibits)

The description of Exhibit 21 in Item 11 of the Schedule 14D-1 (and in the
Exhibit Index thereto) is hereby amended and restated to read in its entirety as
follows:

Plaintiffs/Counter-Defendants' Answer to Counterclaim of Purchaser for
Injunctive and Other Relief filed by

<PAGE>

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., as plaintiffs,
against Purchaser and certain of its affiliates

<PAGE>

SIGNATURES

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 25, 1996

HIGH RIVER LIMITED PARTNERSHIP

By: RIVERDALE LLC, General Partner

By: /s/ ROBERT J. MITCHELL
------------------------------------
Robert J. Mitchell
Title: Vice President and Treasurer/Manager

RIVERDALE LLC

By: /s/ ROBERT J. MITCHELL
------------------------------------
Robert J. Mitchell
Title: Vice President and Treasurer/Manager

/s/ THEODORE ALTMAN
------------------------------------
Carl C. Icahn
By: Theodore Altman as Attorney-in-fact

[Signature Page for Amendment No. 1 to McNeil Real Estate Fund XXVII, L.P.
Schedule 14D-1]

<PAGE>

EXHIBIT INDEX

Exhibit 22. Offer to Purchase, dated September 20, 1996, as amended through
September 25, 1996

Exhibit 23. Power of Attorney of Carl C. Icahn, dated September 25, 1996,
appointing Theodore Altman as attorney-in-fact for purposes of
executing amendments to the Schedule 14D-1

OFFER TO PURCHASE FOR CASH
ANY AND ALL UNITS OF LIMITED PARTNERSHIP INTEREST
IN
MCNEIL REAL ESTATE FUND XXVII, L.P.
FOR
$6.19 NET PER UNIT
BY
HIGH RIVER LIMITED PARTNERSHIP

- --------------------------------------------------------------------------------
THE OFFER AND RELATED WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,NEW
YORK CITY TIME, ON OCTOBER 18, 1996, UNLESS THE OFFER IS EXTENDED.
- --------------------------------------------------------------------------------

IMPORTANT

HIGH RIVER LIMITED PARTNERSHIP, a Delaware limited partnership (the
"Purchaser"), is offering to purchase any and all of the outstanding units of
limited partnership interest ("Units") in McNEIL REAL ESTATE FUND XXVII, L.P., a
Delaware limited partnership (the "Partnership"), at a purchase price of $6.19
per Unit (the "Purchase Price"), net to the seller in cash, without interest,
less the amount of distributions per Unit, if any, declared or made by the
Partnership between August 15, 1996 and the date of payment of the Purchase
Price by the Purchaser, upon the terms and subject to the conditions set forth
in the Offer to Purchase as it may be supplemented or amended from time to time
(the "Offer to Purchase") and in the related Assignment of Partnership Interest,
including the instructions thereto, as it may be supplemented or amended from
time to time (the "Assignment of Partnership Interest" which, collectively with
the Offer to Purchase, constitute 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. Because Carl C. Icahn controls the
Purchaser, he may be deemed to be a "Co-bidder" with the Purchaser.

Any holder of Units (each, a "Limited Partner") desiring to tender Units
should complete and sign the Assignment of Partnership Interest or a facsimile
thereof in accordance with the instructions in the Assignment of Partnership
Interest and mail or deliver the signed Assignment of Partnership Interest and
the associated Certificates of Beneficial Interest in the Partnership (the
"Certificates") to the Depositary (as defined below). 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 minimum
units requirements (the "Minimum Units Requirements") of the Partnership's
partnership agreement (the "Partnership Agreement"). See Section 3 of the Offer
to Purchase. For convenience, the relevant portions of the Partnership Agreement
are set forth in Exhibit A to this Offer.

Limited Partners are urged to consider the following factors:

o The Purchaser is making the Offer with a view to making a profit.
Accordingly, there is a conflict between the desire of the Purchaser to
purchase Units at the lowest possible price and the desire of the Limited
Partners to sell their Units at the highest possible price.

(Continued on following page)

For More Information or for Further Assistance, Please Call the Information
Agent:

BEACON HILL PARTNERS, INC.
(212) 843-8500 (COLLECT)
OR
(800) 253-3814 (TOLL FREE)

September 20, 1996,
as amended through
September 25, 1996

<PAGE>

o The Purchase Price represents 75% of the liquidation value per Unit, and
72% of the net asset value per Unit, in each case, as estimated by the
Purchaser. While the Purchaser believes that the actual current value of a
Unit is substantially less than its estimate of liquidation value, there is
a substantial likelihood that the value realizable in an orderly
liquidation could be greater than the estimated liquidation value. See
Section 13 of the Offer to Purchase. No representation is made by the
Purchaser or any affiliate of the Purchaser with respect to the fairness of
the Purchase Price.

o The Purchaser currently owns approximately 1.9% of the outstanding Units
and may thereby be in a position to influence voting decisions with respect
to the Partnership, including, without limitation, decisions concerning
amendments to the Partnership Agreement and removal and replacement of the
Partnership's general partner. The acquisition of additional Units pursuant
to the Offer would enhance such voting influence. As a result (i) those who
remain Limited Partners after the expiration of the Offer could be
prevented from taking action they desire but that the Purchaser opposes and
(ii) the Purchaser may be able to take action desired by the Purchaser but
opposed by such remaining Limited Partners. Generally, however, voting
decisions other than certain decisions concerning the removal and
substitution of the Partnership's general partner require the consent of
the Partnership's general partner prior to effectuation. Further, to the
extent valid, Reorganization Transactions require a Supermajority Vote (as
those terms are defined in the Partnership Agreement) and the consent of
the Partnership's general partner prior to effectuation. See Section 10 of
the Offer to Purchase.

o The terms of the Partnership Agreement require the Partnership's general
partner to begin to liquidate the Partnership's properties no later than
March 30, 1999, and to use commercially reasonable efforts to liquidate and
terminate the Partnership by December 31, 1999. If such a liquidation were
to occur, Limited Partners who sell their Units to the Purchaser pursuant
to the Offer will not participate in any such liquidation, which may be at
a price higher than the Purchase Price. See "Introduction" and Section 9 of
the Offer to Purchase.

o The Purchaser may seek to remove the Partnership's general partner and/or
its property manager, McNeil Real Estate Management, Inc. ("McREMI") (which
is an affiliate of the Partnership's general partner). Such removal may
require the Partnership to pay a fee to the Partnership's general partner
and/or its affiliates (including McREMI) 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.

o As discussed in Section 6 of the Offer to Purchase, the sale of 50 percent
or more of the Units in the Partnership over a period of twelve months will
result in the termination of the Partnership for federal income tax
purposes. Such a termination would result in lower depreciation deductions
to the Partnership for the next few years. Accordingly, it is possible that
the acquisition of Units pursuant to the Offer, when combined with other
transfers within twelve months, will result in a termination of the
Partnership for income tax purposes. In such a case, non-tendering Limited
Partners may, depending on their individual circumstances, have a greater
tax liability with respect to the Partnership than they would have had in
the absence of a termination. See Section 6 of the Offer to Purchase.

Questions and requests for assistance or for additional copies of the Offer
to Purchase and the Assignment of Partnership Interest may be directed to the
Information Agent (as defined below) at the address and telephone number set
forth on the front and back covers of the Offer to Purchase. No soliciting
dealer fees or other payments to brokers for tenders are being paid by the
Purchaser.

THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION (THE "COMMISSION") NOR HAS THE COMMISSION PASSED UPON THE
FAIRNESS OR MERITS OF SUCH TRANSACTION NOR UPON THE ACCURACY OR ADEQUACY OF THE
INFORMATION CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS
UNLAWFUL.

<PAGE>

TABLE OF CONTENTS

PAGE
----
INTRODUCTION ............................................................ 1
THE OFFER ............................................................... 3
Section 1. Terms of the Offer; Expiration Date ....................... 3
Section 2. Acceptance for Payment and Payment for Units .............. 3
Section 3. Procedure for Tendering Units ............................. 4
Section 4. Withdrawal Rights ......................................... 5
Section 5. Extension of Tender Period; Termination; Amendment ........ 6
Section 6. Certain Federal Income Tax Matters ........................ 6
Section 7. Effects of the Offer ...................................... 8
Section 8. Future Plans of the Purchaser ............................. 9
Section 9. Certain Information Concerning the Partnership ............ 10
Section 10. Voting by the Purchaser ................................... 17
Section 11. Information Concerning the Purchaser and
Certain Affiliates of the Purchaser ..................... 18
Section 12. Source of Funds ........................................... 21
Section 13. Background of the Offer ................................... 21
Section 14. Conditions of the Offer ................................... 24
Section 15. Certain Legal Matters ..................................... 25
Section 16. Fees and Expenses ......................................... 26

SCHEDULE I Information with respect to the executive
officers/managers and the controlling
member of the general partner of the Purchaser .......... I-1

EXHIBIT A Provisions of the Partnership Agreement relating
to the Minimum Units Requirements ....................... A-1

i
<PAGE>

TO THE LIMITED PARTNERS OF
MCNEIL REAL ESTATE FUND XXVII, L.P.

INTRODUCTION

High River Limited Partnership hereby offers to purchase any and all Units
at the Purchase Price set forth above, net to the seller in cash, without
interest, less the amount of distributions per Unit, if any, declared or made by
the Partnership between August 15, 1996 and the date of payment of the Purchase
Price by the Purchaser, 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 Beacon Hill Partners, 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.

Some Factors to be Considered by Limited Partners. In considering the
Offer, Limited Partners may wish to consider the following:

o The Purchaser currently owns approximately 1.9% of the outstanding Units
and may thereby be in a position to influence voting decisions with respect
to the Partnership, including, without limitation, decisions concerning
amendments to the Partnership Agreement and removal and replacement of the
Partnership's general partner. The acquisition of additional Units pursuant
to the Offer would enhance such voting influence. As a result (i) those who
remain Limited Partners after the expiration of the Offer could be
prevented from taking action they desire but that the Purchaser opposes and
(ii) the Purchaser may be able to take action desired by the Purchaser
which may be opposed by, and which may not be in the best interests of,
such remaining Limited Partners. Generally, however, voting decisions other
than certain decisions concerning the removal and substitution of the
Partnership's general partner require the consent of the Partnership's
general partner prior to effectuation. Further, to the extent valid,
Reorganization Transactions require a Supermajority Vote (as those terms
are defined in the Partnership Agreement) and the consent of the
Partnership's general partner prior to effectuation. See Section 10 of the
Offer to Purchase.

o Although the Purchaser is making the Offer for investment purposes and with
a view toward making a profit, it may, based upon the number of Units it
currently owns and the number of Units it acquires pursuant to the Offer,
be in a position to influence control of the business of the Partnership.
If the Purchaser acquires a substantial number of the outstanding Units,
the Purchaser will be in a position to influence voting decisions with
respect to the Partnership and may seek to remove the general partner of
the Partnership and/or McREMI. Such removal may require the Partnership to
pay a fee to the Partnership's general partner and/or its affiliates
(including McREMI) 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.

o The Purchase Price represents 75% of the liquidation value per Unit and 72%
of the net asset value per Unit, in each case, as estimated by the
Purchaser. While the Purchaser believes that the actual current value of a

1
<PAGE>

Unit may be substantially less than its estimate of liquidation value,
there is a substantial likelihood that the value realizable in an orderly
liquidation could be greater than the estimated liquidation value. See
Section 13 of the Offer to Purchase. No representation is made by the
Purchaser or any affiliate of the Purchaser with respect to the fairness of
the Purchase Price.

Limited Partners should consult with their respective advisors about the
financial, tax, legal and other implications of accepting the Offer. Limited
Partners are urged to read the Offer to Purchase and the related materials
carefully and in their entirety before deciding whether to tender their Units.

The Purchaser. The Purchaser is a Delaware limited partnership, the general
partner of which is Riverdale LLC, a New York limited liability company
("Riverdale"). Riverdale is controlled by Mr. Icahn. See Section 11 of the Offer
to Purchase for a description of the Purchaser's business.

Conditions. The Offer is not conditioned on financing or on any minimum
number of Units being tendered. Certain other conditions, however, do apply. See
Section 14 of the Offer to Purchase.

Outstanding Units. According to publicly available information, there are
5,273,885 Units issued and outstanding, which, on February 16, 1996, were held
by 2,715 Limited Partners. The Purchaser beneficially owns 100,000 (representing
approximately 1.9% of the outstanding) Units. See Section 11 of the Offer to
Purchase.

Additional Information. The Partnership is subject to the information and
reporting requirements of the Securities Exchange Act of 1934, as amended
("Exchange Act"), and in accordance therewith is required to file reports and
other information with the Commission relating to its business, financial
condition and other matters. Such reports and other information may be inspected
at the public reference facilities maintained by the Commission at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and are
available for inspection and copying at the regional offices of the Commission
located in Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661 and at 7 World Trade Center, 13th Floor, New York, New
York 10048. Copies of such material can also be obtained from the Public
Reference Room of the Commission in Washington, D.C. at prescribed rates.

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 "DETERMINATION OF THE PURCHASE
PRICE"). 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.

2
<PAGE>

THE OFFER

SECTION 1. TERMS OF THE OFFER; EXPIRATION DATE.

Upon the terms and subject to the conditions of the Offer, the Purchaser
will accept (and thereby purchase) any and all Units that are validly tendered
on or prior to the Expiration Date and not withdrawn in accordance with the
procedures set forth in Section 4 of the Offer to Purchase. For purposes of the
Offer, the term "Expiration Date" shall mean 12:00 midnight, New York City time,
on October 18, 1996, unless the Purchaser in its sole discretion shall have
extended the period of time for which the Offer is open, in which event the term
"Expiration Date" shall mean the latest time and date on which the Offer, as
extended by the Purchaser, shall expire. See Section 5 of the Offer to Purchase
for a description of the Purchaser's right to extend the period of time during
which the Offer is open and to amend or terminate the Offer.

If, prior to the Expiration Date, the Purchaser increases the consideration
offered to Limited Partners pursuant to the Offer, the increased consideration
will be paid for all Units accepted for payment pursuant to the Offer, whether
or not the Units were tendered prior to the increase in consideration.

The Purchaser will, upon the terms and subject to the conditions of the
Offer, accept for payment and pay for any and all of the Units so tendered, and
not properly withdrawn on or prior to the Expiration Date, with appropriate
adjustments to avoid (i) purchases of fractional Units and (ii) purchases that
would violate the Partnership Agreement and any relevant procedures or
regulations promulgated by the Partnership's general partner. The Purchaser will
purchase all Units so tendered and not withdrawn, upon the terms and subject to
the conditionsof the Offer.

The Offer is not conditioned upon financing or upon a minimum number of
Units being tendered, but is conditioned on satisfaction of certain other
conditions. See Section 14 of the Offer to Purchase, which sets forth in full
the conditions of the Offer. The Purchaser reserves the right (but in no event
shall be obligated), in its sole discretion, to waive any or all of those
conditions. If, on or prior to the Expiration Date, any or all of the conditions
have not been satisfied or waived, the Purchaser reserves the right to (i)
decline to purchase any of the Units tendered, terminate the Offer and return
all tendered Units to tendering Limited Partners, (ii) waive all the unsatisfied
conditions and, subject to complying with applicable rules and regulations of
the Commission, purchase all Units validly tendered, (iii) extend the Offer and,
subject to the right of Limited Partners to withdraw Units until the Expiration
Date, retain the Units that have been tendered during the period or periods for
which the Offer is extended, and (iv) amend the Offer.

The Offer to Purchase and the related Assignment of Partnership Interest
will be mailed pursuant to Rule 14d-5 under the Exchange Act. The Purchaser has
requested that the Partnership furnish it with a list of holders of Units for
the purpose of disseminating the Offer to such holders. If the Partnership
complies with such request, then the Purchaser will cause such mailing to be
made; otherwise, the Partnership is required by the Exchange Act and the rules
thereunder to cause such mailing to be made.

SECTION 2. ACCEPTANCE FOR PAYMENT AND PAYMENT FOR UNITS.

Upon the terms and subject to the conditions of the Offer, the Purchaser
will purchase by accepting for payment and will pay for any and all Units
validly tendered and not withdrawn in accordance with the procedures specified
in Section 4 of the Offer to Purchase, as promptly as practicable following the
Expiration Date. A tendering beneficial owner of Units whose Units are owned of
record by an Individual Retirement Account or other qualified plan will not
receive direct payment of the Purchase Price; rather, payment will be made to
the custodian of such account or plan. In all cases, payment for Units purchased
pursuant to the Offer will be made only after timely receipt by the Depositary
of a properly completed and duly executed Assignment of Partnership Interest (or
facsimile thereof, if followed by the signed original) and any other documents
required by the Assignment of Partnership Interest. See Section 3 of the Offer
to Purchase. UNDER NO CIRCUMSTANCES WILL INTEREST BE PAID ON THE PURCHASE PRICE
BY REASON OF ANY DELAY IN MAKING SUCH PAYMENT.

For purposes of the Offer, the Purchaser will be deemed to have accepted
for payment pursuant to the Offer, and thereby purchased, validly tendered
Units, if, as and when the Purchaser gives verbal or written notice to the
Depositary of the Purchaser's acceptance of those Units for payment pursuant to
the Offer.

If any tendered Units are not purchased for any reason, the Certificates
associated with such Units will be returned, without expense to such tendering
Limited Partner, as promptly as practicable following the expiration,

3
<PAGE>

termination or withdrawal of the Offer. If for any reason, acceptance for
payment of, or payment for, any Units tendered pursuant to the Offer is delayed
or the Purchaser is unable to accept for payment, purchase or pay for Units
tendered pursuant to the Offer, then, without prejudice to the Purchaser's
rights under Section 14 of the Offer to Purchase, the Depositary may,
nevertheless, on behalf of the Purchaser retain tendered Units, and those Units
may not be withdrawn except to the extent that the tendering Limited Partners
are entitled to withdrawal rights as described in Section 4 of the Offer to
Purchase; subject, however, to the Purchaser's obligation under Rule 14e-1(c)
under the Exchange Act to pay Limited Partners the Purchase Price in respect of
Units tendered or return those Units promptly after termination or withdrawal of
the Offer.

The Purchaser reserves the right to transfer or assign, in whole or from
time to time in part, to one or more persons, the right to purchase Units
tendered pursuant to the Offer, but any such transfer or assignment will not
relieve the Purchaser of its obligations under the Offer or prejudice the rights
of tendering Limited Partners to receive payment for Units validly tendered and
accepted for payment pursuant to the Offer.

SECTION 3. PROCEDURE FOR TENDERING UNITS.

Valid Tender. To validly tender Units, a properly completed and duly
executed Assignment of Partnership Interest and any other documents required by
the Assignment of Partnership Interest (or facsimiles thereof, if followed by a
signed original) and the associated Certificates must be received by the
Depositary, at its address set forth on the back cover of the Offer to Purchase,
on or prior to the Expiration Date. Subject to the Minimum Units Requirements, a
Limited Partner may tender any or all of the Units owned by that Limited
Partner. No alternative, conditional or contingent tenders will be accepted.

Signature Requirements. In all cases, the signature of the Limited Partner
on the Assignment of Partnership Interest must be guaranteed by a member firm of
a registered national securities exchange, a member of the National Association
of Securities Dealers, Inc. or a commercial bank, savings bank, credit union,
savings and loan association or trust company having an office, branch or agency
in the United States. See Instruction 1 to the Assignment of Partnership
Interest.

In order for a tendering Limited Partner to participate in the Offer, its
Units must be validly tendered and not withdrawn on or prior to the Expiration
Date.

THE METHOD OF DELIVERY OF THE ASSIGNMENT OF PARTNERSHIP INTEREST, ALL OTHER
REQUIRED DOCUMENTS AND THE ASSOCIATED CERTIFICATES IS AT THE OPTION AND RISK OF
THE TENDERING LIMITED PARTNER AND DELIVERY WILL BE DEEMED MADE ONLY WHEN
ACTUALLY RECEIVED BY THE DEPOSITARY. IN ALL CASES, SUFFICIENT TIME SHOULD BE
ALLOWED TO ASSURE TIMELY DELIVERY.

Appointment as Proxy. By executing an Assignment of Partnership Interest, a
tendering Limited Partner irrevocably appoints the Purchaser, its general
partner and its designees as the Limited Partner's attorneys-in-fact and
proxies, in the manner set forth in the Assignment of Partnership Interest, each
with full power of substitution, to the full extent of the Limited Partners's
rights with respect to the Units tendered by the Limited Partner and accepted
for payment by the Purchaser. Each such proxy shall be considered coupled with
an interest in the tendered Units. Such appointment will be effective when, and
only to the extent that, the Purchaser accepts the tendered Units for payment.
Upon such acceptance for payment, all prior proxies given by the Limited Partner
with respect to the Units will, without further action, be revoked, and no
subsequent proxies may be given (and if given will not be effective). The
Purchaser, its general partner and the designees of the Purchaser will, as to
those Units, be empowered to exercise all voting and other rights of the Limited
Partner as they, in their sole discretion, may deem proper at any meeting of
Limited Partners, by written consent or otherwise. The Purchaser reserves the
right to require that, in order for Units to be deemed validly tendered,
immediately upon the Purchaser's acceptance for payment of the Units, the
Purchaser must be able to exercise full voting rights with respect to the Units,
including voting at any meeting of Limited Partners then scheduled or acting by
written consent without a meeting. By executing the Assignment of Partnership
Interest, a tendering holder of Units agrees to execute all such documents and
take such other actions as shall be reasonably required to enable the Units
tendered to be voted in accordance with the directions of the Purchaser. The
proxy and power-of-attorney granted by a Limited Partner to the Purchaser upon
his execution of the Assignment of Partnership Interest (and all related and
associated rights, authority and power) shall be effective from the acceptance
for payment of the Units tendered and shall remain effective and be irrevocable
until August 1, 2006. The Purchaser

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<PAGE>

may assign such proxy and/or power-of-attorney to any person with or without
assigning the related Units with respect to which such proxy and/or
power-of-attorney was granted.

Assignment of Interest in Future Distributions. By executing an Assignment
of Partnership Interest, a tendering Limited Partner irrevocably assigns to the
Purchaser and its assigns all of the right, title and interest of the Limited
Partner in and to any and all distributions in respect of the Units tendered and
purchased pursuant to the Offer, other than those distributions declared or made
between August 15, 1996 and the date of payment of the Purchase Price by the
Purchaser.

Power-of-Attorney. By executing and delivering the Assignment of
Partnership Interest, a tendering Limited Partner also irrevocably appoints any
person nominated by the Purchaser or any designee thereof (the "Agent") as the
Limited Partner's attorney-in-fact with an irrevocable instruction to the Agent
to execute all or any instruments of transfer and/or other documents in the
Agent's discretion in relation to the Units tendered and to make all elections
and do all such other acts and things as may be necessary in connection with the
acceptance of the Offer by the Limited Partner and to vest in the Purchaser, or
as it may direct, the tendered Units.

Determination of Validity; Rejection of Units; Waiver of Defects; No
Obligation to Give Notice of Defects. All questions as to the validity, form,
eligibility (including time of receipt) and acceptance for payment of any tender
of Units pursuant to the Offer will be determined by the Purchaser, in its sole
discretion, which determination shall be final and binding on all parties. The
Purchaser reserves the absolute right to reject any or all tenders of any
particular Units determined by it not to be in proper form or if the acceptance
of or payment for those Units may, in the opinion of the Purchaser's counsel, be
unlawful. The Purchaser also reserves the absolute right to waive or amend any
of the conditions of the Offer that it is legally permitted to waive as to the
tender of any particular Units and to waive any defect or irregularity in any
tender with respect to any particular Units of any particular Limited Partner.
The Purchaser's interpretation of the terms and conditions of the Offer
(including the Assignment of Partnership Interest) will be final and binding on
all parties. No tender of Units will be deemed to have been validly made unless
and until all defects and irregularities have been cured or waived. Neither the
Purchaser, the Depositary nor any other person will be under any duty to give
notification of any defects or irregularities in the tender of any Units or will
incur any liability for failure to give any such notification.

Backup Federal Income Tax Withholding. To prevent the possible application
of backup federal income tax withholding of 31% with respect to payment of the
Purchase Price, a tendering Limited Partner must provide the Purchaser with the
Limited Partner's correct taxpayer identification number by completing the
Substitute Form W-9 included in the Assignment of Partnership Interest. See the
Instructions to the Assignment of Partnership Interest and Section 6 of the
Offer to Purchase.

FIRPTA Withholding. To prevent the withholding of federal income tax in an
amount equal to 10% of the amount of the Purchase Price plus Partnership
liabilities allocable to each Unit purchased, each tendering Limited Partner
must complete the FIRPTA Affidavit included in the Assignment of Partnership
Interest certifying the Limited Partner's taxpayer identification number and
address and that the Limited Partner is not a foreign person. See the
Instructions to the Assignment of Partnership Interest and Section 6 of the
Offer to Purchase.

A tender of Units pursuant to any of the procedures described above and the
acceptance for payment of such Units will constitute a binding agreement between
the tendering Limited Partner and the Purchaser on the terms set forth in the
Offer.

SECTION 4. WITHDRAWAL RIGHTS.

Tenders of Units pursuant to the Offer are irrevocable, except that Units
tendered pursuant to the Offer may be withdrawn at any time prior to the
Expiration Date and, unless already accepted for payment as provided in the
Offer to Purchase, may also be withdrawn at any time after November 18, 1996.

For withdrawal to be effective, a written or facsimile transmission notice
of withdrawal must be timely received by the Depositary at its address set forth
on the back cover of the Offer to Purchase. Any such notice of withdrawal must
specify the name of the person who tendered, the number of Units to be withdrawn
and the name in which the Certificates are registered, if different from the
person who tendered. In addition, the notice of withdrawal must be signed by the
person(s) who signed the Assignment of Partnership Interest in the same manner
as the Assignment of Partnership Interest was signed. If purchase of, or payment
for, Units is delayed for any reason or if the Purchaser is

5
<PAGE>

unable to purchase or pay for Units for any reason, then, without prejudice to
the Purchaser's rights under the Offer, tendered Units may be retained by the
Depositary and may not be withdrawn, except to the extent that tendering Limited
Partners are entitled to withdrawal rights as set forth in this Section 4;
subject, however, to the Purchaser's obligation, pursuant to Rule 14e-1(c) under
the Exchange Act, to pay Limited Partners the Purchase Price in respect of Units
tendered or return those Units promptly after termination or withdrawal of the
Offer.

Any Units properly withdrawn will be deemed not to be validly tendered for
purposes of the Offer. Withdrawn Units may be re-tendered, however, by following
the procedures described in Section 3 of the Offer to Purchase at any time prior
to the Expiration Date.

All questions as to the validity and form (including time of receipt) of
notices of withdrawal will be determined by the Purchaser, in its sole
discretion, which determination shall be final and binding on all parties.
Neither the Purchaser, the Depositary nor any other person will be under any
duty to give notification of any defects or irregularities in any notice of
withdrawal or incur any liability for failure to give any such notification.

SECTION 5. EXTENSION OF TENDER PERIOD; TERMINATION; AMENDMENT.

The Purchaser expressly reserves the right, in its sole discretion, at any
time and from time to time, (i) to extend the period of time during which the
Offer is open and thereby delay acceptance for payment of, and the payment for,
any Units, (ii) to terminate the Offer and not accept for payment any Units not
theretofore accepted for payment or paid for, (iii) upon the occurrence of any
of the conditions specified in Section 14 of the Offer to Purchase, to delay the
acceptance for payment of, or payment for, any Units not already accepted for
payment or paid for, and (iv) to amend the Offer in any respect (including,
without limitation, by changing the consideration offered, the number of Units
being sought, or both). Notice of any such extension, termination or amendment
will promptly be disseminated to Limited Partners in a manner reasonably
designed to inform Limited Partners of such change in compliance with Rule
14d-4(c) under the Exchange Act. In the case of an extension of the Offer, the
extension will be followed by a press release or public announcement which will
be issued no later than 9:00 a.m., New York City time, on the next business day
after the scheduled Expiration Date, in accordance with Rule 14e-1(d) under the
Exchange Act.

If the Purchaser extends the Offer, or if the Purchaser (whether before or
after its acceptance for payment of Units) is delayed in its payment for Units
or is unable to pay for Units pursuant to the Offer for any reason, then,
without prejudice to the Purchaser's rights under the Offer, the Depositary may
retain tendered Units and those Units may not be withdrawn except to the extent
tendering Limited Partners are entitled to withdrawal rights as described in
Section 4 of the Offer to Purchase; subject, however, to the Purchaser's
obligation, pursuant to Rule 14e-1(c) under the Exchange Act, to pay Limited
Partners the Purchase Price in respect of Units tendered or return those Units
promptly after termination or withdrawal of the Offer.

If the Purchaser makes a material change in the terms of the Offer, or if
it waives a material condition to the Offer, the Purchaser will extend the Offer
and disseminate additional tender offer materials to the extent required by
Rules 14d-4(c) and 14d-6(d) under the Exchange Act. The minimum period during
which an offer must remain open following any material change in the terms of an
offer, other than a change in price or a change in percentage of securities
sought or a change in any dealer's soliciting fee, will depend upon the facts
and circumstances, including the materiality of the change. With respect to a
change in price or, subject to certain limitations, a change in the percentage
of securities sought or a change in any dealer's soliciting fee, a minimum of
ten business days from the date of such change is generally required to allow
for adequate dissemination to holders of Units. Accordingly, if prior to the
Expiration Date, the Purchaser changes the number of Units being sought, or
increases or decreases the consideration offered pursuant to an Offer, and if
such Offer is scheduled to expire at any time earlier than the tenth business
day from the date that notice of such increase or decrease is first published,
sent or given to holders of Units, such Offer will be extended at least until
the expiration of such ten business days. As used in the Offer to Purchase,
"business day" means any day other than a Saturday, Sunday or a federal holiday,
and consists of the time period from 12:01 a.m. through 12:00 midnight, New York
City time.

SECTION 6. CERTAIN FEDERAL INCOME TAX MATTERS.

The following summary is a general discussion of certain of the federal
income tax consequences of a sale of Units pursuant to the Offer. This summary
is based on the Internal Revenue Code of 1986, as amended (the "Code"),
applicable Treasury regulations thereunder, administrative rulings, practice and
procedures and judicial authority, all

6
<PAGE>

as of the date of the Offer. All of the foregoing are subject to change, and any
such change could affect the continuing accuracy of this summary. This summary
does not discuss all aspects of federal income taxation that may be relevant to
a particular Limited Partner in light of such Limited Partner's specific
circumstances or to certain types of Limited Partners subject to special
treatment under the federal income tax laws (for example, foreign persons,
dealers in securities, banks, insurance companies and tax-exempt organizations),
nor (except as otherwise expressly indicated) does it describe any aspect of
state, local, foreign or other tax laws. Sales of Units pursuant to the Offer
will be taxable transactions for federal income tax purposes, and also may be
taxable transactions under applicable state, local, foreign and other tax laws.
LIMITED PARTNERS SHOULD CONSULT THEIR RESPECTIVE TAX ADVISORS AS TO THE
PARTICULAR TAX CONSEQUENCES TO EACH SUCH LIMITED PARTNER OF SELLING UNITS
PURSUANT TO THE OFFER.

In general, a Limited Partner will recognize gain or loss on a sale of
Units pursuant to the Offer equal to the difference between (i) the Limited
Partner's "amount realized" on the sale and (ii) the Limited Partner's adjusted
tax basis in the Units sold. The amount of a Limited Partner's adjusted tax
basis in such Units will vary depending upon the Limited Partner's particular
circumstances. Such adjusted tax basis will take into account the Partnership's
liabilities allocable to the Units sold (as determined under Code Section 752
and the Treasury regulations promulgated thereunder), and will also be affected
by allocations of income, gain or loss, and any cash distributions made by the
Partnership with respect to the Units. The "amount realized" with respect to a
Unit will be a sum equal to the amount of cash received by the Limited Partner
for the Unit pursuant to the Offer (that is, the Purchase Price) plus the amount
of the Partnership's liabilities allocable to the Unit (as determined under Code
Section 752 and the Treasury regulations promulgated thereunder).

The gain or loss recognized by a Limited Partner on a sale of a Unit
pursuant to the Offer generally will be treated as a capital gain or loss if (as
is generally expected to be the case) the Unit was held by the Limited Partner
as a capital asset. That capital gain or loss will be treated as long-term
capital gain or loss if the tendering Limited Partner's holding period for the
Unit exceeds one year. Under current law, long-term capital gains of individuals
and other non-corporate taxpayers are taxed at a maximum marginal federal income
tax rate of 28%, whereas the maximum marginal federal income tax rate for
ordinary income of such persons is 39.6%. Capital losses are deductible only to
the extent of capital gains, except that non-corporate taxpayers may deduct up
to $3,000 of capital losses in excess of the amount of their capital gains
against ordinary income. Excess capital losses generally can be carried forward
to succeeding years (a corporation's carryforward period is five years and a
non-corporate taxpayer can carry forward such losses indefinitely); in addition,
a corporation is permitted to carry back excess capital losses to the three
preceding taxable years, provided the carryback does not increase or produce a
net operating loss for any ofthose years.

If any portion of the amount realized by a Limited Partner is attributable
to "unrealized receivables" (which includes depreciation recapture) or
"substantially appreciated inventory" as defined in Code Section 751, then a
portion of the Limited Partner's gain or loss may be ordinary rather than
capital.

A tendering Limited Partner will be allocated a pro rata share of the
Partnership's taxable income or loss for the year of sale with respect to the
Units sold in accordance with the provisions of the Partnership Agreement
concerning transfers of Units. Such allocation and any cash distributed by the
Partnership to the Limited Partner for that year will affect the Limited
Partner's adjusted tax basis in Units and, therefore, the amount of such Limited
Partner's taxable gain or loss upon a sale of Units pursuant to the Offer.

Under Code Section 469, a non-corporate taxpayer or personal service
corporation generally can deduct "passive activity losses" in any year only to
the extent of the person's passive activity income for that year. Closely held
corporations may not offset such losses against so-called "portfolio" income
(e.g., dividends or interest). Substantially all post-1986 losses of Limited
Partners from the Partnership are passive activity losses. Limited Partners may
have "suspended" passive activity losses from the Partnership (i.e., post-1986
net taxable losses in excess of statutorily permitted "phase-in" amounts and
which have not been used to offset income from other passive activities).

If a Limited Partner sells less than all of its Units pursuant to the
Offer, a loss recognized by that Limited Partner can be currently deducted
(subject to other applicable limitations) to the extent of the Limited Partner's
passive income from the Partnership for that year plus any other passive
activity income for that year, and a gain recognized by a Limited Partner upon
the sale of Units can be offset by the Limited Partner's current or "suspended"
passive activity

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<PAGE>

losses (if any) from the Partnership and other sources. If, on the other hand, a
Limited Partner sells 100% of its Units pursuant to the Offer, any "suspended"
losses and any losses recognized upon the sale of the Units will be offset first
against any other net passive gain to the Limited Partner from the sale of the
Units and any other net passive activity income from other passive activity
investments, and the balance of any "suspended" net losses from the Units will
no longer be subject to the passive activity loss limitation and, therefore,
will be deductible by such Limited Partner from its other income (subject to any
other applicable limitations). A tendering Limited Partner must sell all of its
Units to receive these tax benefits.

Section 708(b) of the Code provides that a partnership terminates for
federal income tax purposes if there is a sale or exchange of 50 percent or more
of the total interest in partnership capital and profits within a twelve-month
period. Accordingly, it is possible that transfers made pursuant to the Offer,
in combination with other transfers made within twelve months of the Offer, will
result in a termination of the Partnership for federal income tax purposes. In
the event of a termination, the Partnership would subsequently be treated for
federal income tax purposes as a "new" partnership. Since the "new" partnership
would be treated as having acquired its assets on the date of the termination, a
new depreciation recovery period would begin on such date and the Partnership's
properties would be required to be depreciated over a greater period than is
currently being used, and accordingly, the aggregate present value of the
Partnership's depreciation deductions would be reduced.

Limited Partners (other than tax-exempt persons, corporations and certain
foreign persons) who tender Units may be subject to 31% backup withholding
unless those Limited Partners provide a taxpayer identification number ("TIN")
and certify that the TIN is correct or properly certify that they are awaiting a
TIN. A Limited Partner may avoid backup withholding by properly completing and
signing the Substitute Form W-9 included as part of the Assignment of
Partnership Interest. If a Limited Partner who is subject to backup withholding
does not properly complete and sign the Substitute Form W-9, the Purchaser will
withhold 31% from payments to such Limited Partner.

A Limited Partner who tenders Units must file an information statement with
his federal income tax return for the year of the sale which provides the
information specified in Treasury Regulations Section 1.751-1(a)(3). The selling
Limited Partner also must notify the Partnership of the date of the transfer and
the names, addresses and TINs of the transferor and transferee within 30 days of
the date of the transfer (or, if earlier, by January 15 of the following
calendar year).

Gain realized by a foreign Limited Partner on the sale of a Unit pursuant
to the Offer will be subject to federal income tax. Under Code Section 1445, the
transferee of an interest held by a foreign person in a partnership which owns
United States real property generally is required to deduct and withhold a tax
equal to 10% of the amount realized on the disposition. In order to comply with
this requirement, the Purchaser will withhold 10% of the amount realized (which
includes the Partnership's liabilities allocable to the tendered Units, as
discussed above) by a tendering Limited Partner unless the Limited Partner
properly completes and signs the FIRPTA Affidavit included as part of the
Assignment of Partnership Interest certifying the Limited Partner's TIN, that
such Limited Partner is not a foreign person and the Limited Partner's address.
Amounts withheld would be creditable against a Limited Partner's federal income
tax liability and, if in excess thereof, a refund could be obtained from the
Internal Revenue Service by filing a U.S. income tax return.

SECTION 7. EFFECTS OF THE OFFER.

Effect on Trading Market; Registration Under Section 12(g) of the Exchange
Act. If a substantial number of Units are purchased pursuant to the Offer, the
likely result will be a reduction in the number of Limited Partners. In the case
of certain kinds of securities, a reduction in the number of security-holders
might be expected to result in a reduction in the liquidity and volume of
activity in the trading market for the security. In this case, however, there is
no established public trading market for the Units, and therefore, the Purchaser
does not believe a reduction in the number of Limited Partners will materially
further restrict the Limited Partners' abilities to find purchasers fortheir
Units.

The Units are registered under Section 12(g) of the Exchange Act, which
means, among other things, that the Partnership is required to file periodic
reports with the Commission and to comply with the Commission's proxy rules. The
Purchaser does not expect or intend that consummation of the Offer will cause
the Units to cease to be registered under Section 12(g) of the Exchange Act. If
the Units were to be held by fewer than 300 persons, the Partnership could apply
to de-register the Units under the Exchange Act. Because the Units are widely
held, however,

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<PAGE>

the Purchaser believes it is unlikely that the Units will be held of record by
less than 300 persons following the purchase of Units tendered pursuant to the
Offer.

In the Purchaser's capacity as a Limited Partner of the Partnership, the
Purchaser will participate in any subsequent distributions to Limited Partners
to the extent of the Units currently owned by the Purchaser and Units purchased
pursuant to the Offer.

SECTION 8. FUTURE PLANS OF THE PURCHASER.

Future Plans. Although the Purchaser is making the Offer for investment
purposes and with a view to making a profit, it may, based upon the number of
Units it currently owns and 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 tothe 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. 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, such as the
Partnership, which is engaged in the business of owning real estate and has not,
at this time, sought to negotiate any arrangements with other parties to act in
such capacities.

Following the completion 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 currently owns or 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.

The Schofield Litigation. James F. Schofield, Gerald C. Gillett and Donna
S. Gillett have instituted class and derivative actions (collectively, the
"Schofield Litigation") in Superior Court of the State of California for the
County of Los Angeles and United States District Court for the Southern District
of New York against Robert A. McNeil and Carole J. McNeil (the "McNeils"), the
Chairman and Co-Chairman, respectively, of the corporate general partner of the
Partnership's, general partner, and McREMI (collectively, the "Defendants"),
together with the Partnership and fourteen other related partnerships
(collectively, the "Related Partnerships") as nominal defendants, alleging that
the Defendants have breached their fiduciary duty. Specifically, the Plaintiffs
allege that the Defendants have caused the Related Partnerships to enter into
several wasteful transactions that have no business purpose or benefit to the
Related Partnerships and that have rendered the Units in the Related
Partnerships highly illiquid and artificially depressed the prices that are
available for Units in the Related Partnerships on the limited resale market.
Plaintiffs also allege that Defendants have engaged in a course of conduct to
prevent the acquisition of Units by Mr. Icahn by disseminating false, misleading
and inadequate information. Plaintiffs further allege that Defendants have acted
to advance their own personal interests at the expense of the Related
Partnerships' public Unit holders by failing to sell properties of the Related
Partnerships and failing to make distributions to holders of Units and, thereby,
have breached the Partnership Agreements of the Related Partnerships.

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<PAGE>

On September 19, 1996, the Purchaser entered into a letter agreement (the
"Letter Agreement") with Herbert Beigel, plaintiffs' counsel ("Plaintiffs'
Counsel") in the Schofield Litigation, pursuant to which, among other things,
the Purchaser agreed to commence tender offers (the "Tender Offers") within the
next six months for any and all outstanding Units of the Partnership and one of
the other Related Partnerships. The Letter Agreement provides, among other
things, that (i) the Purchaser will commence, as soon as possible, but in no
event in more than six months, Tender Offers for any and all of the outstanding
Units of the Partnership and such Related Partnership at a price that is not
less than 75% of the estimated liquidation value of such Units, which Tender
Offers may be subject to such other terms and conditions as the Purchaser
determines in its sole discretion; (ii) in the event that the Purchaser attains
the positions of general partner in the Partnership or such Related Partnership:
(a) the Purchaser will take all actions necessary to cause a 25% reduction of
fees of the Partnership and such Related Partnership, including the current
management incentive distribution fee, (b) the Purchaser will not cause the
Partnership or such Related Partnership to take any action to discontinue the
Schofield Litigation with respect to those claims asserted against the general
partner which seek the receipt by the Partnership and the Related Partnership of
monies that the general partner claims it is owed by the Partnership and the
Related Partnership and monies previously paid by the Partnership and the
Related Partnership to the general partner and its affiliates for fees they
claimed were owed under the Partnership Agreements (the "Receivable Claims"),
and (c) the Purchaser and Plaintiffs' Counsel will in good faith execute an
appropriate Stipulation of Settlement based upon the terms of the Letter
Agreement, which stipulation shall not include a settlement or provide a release
of the Receivable Claims; and (iii) from and after the date of the Letter
Agreement, Plaintiffs' Counsel will not enter into any settlement of the claims
asserted in the Schofield Litigation which does not provide for all of the
following consideration: (a) the general partner or its affiliates causing a 25%
reduction of all general partner fees, including the management distribution
fees, that are currently payable by the Partnership and such Related Partnership
to the general partner of the Partnership and/or its affiliates; (b) the general
partners waiving all claims for outstanding receivables claimed to be owed to
them by the Partnership and such Related Partnership and returning to the
Partnership and the Related Partnership all receivables actually paid in the
last two years; and (c) the Defendants in the Schofield Litigation providing a
liquidity option for the Limited Partners in the Partnership and such Related
Partnership by commencing, or causing the general partners to take all steps to
solicit third parties to commence, tender offers for any and all, but in no
event less than 40%, of the outstanding Units in the Partnership and the Related
Partnership in an amount that is not less than 75% of the Purchaser's estimate
of liquidation value. The Letter Agreement also provides that the plaintiffs in
the Schofield Litigation who are Limited Partners in the Partnership and such
Related Partnership will promptly request permission (and, if refused, pursue
such litigation as may be necessary to obtain permission) to inspect and copy a
current list of the Limited Partners of the Partnership and such Related
Partnership and, immediately upon receipt thereof, will make such information
available to the Purchaser. On August 2, 1996, the Purchaser entered into a
similar letter agreement (the "August Agreement") with Plaintiffs' Counsel
relating to nine other Related Partnerships. The August Agreement and a related
Demand Letter, dated June 24, 1996 (the "Demand Letter"), from Plaintiffs'
Counsel to counsel for the Partnership were described in and filed as exhibits
to amendments to the Purchaser's Schedules 13D (the "Schedule 13D Amendments")
relating to such nine Related Partnerships, which Schedule 13D Amendments were
filed with the Commission on August 5, 1996. See Section 13 of the Offer to
Purchase.

SECTION 9. CERTAIN INFORMATION CONCERNING THE PARTNERSHIP.

Information contained in this Section 9 is based upon documents and reports
publicly filed by the Partnership. Although the Purchaser has no information
that any statements contained in this Section 9 are untrue, the Purchaser cannot
take responsibility for the accuracy or completeness of any information
contained in this Section 9 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 Partnership was organized under the laws of the State of Delaware. Its
principal executive offices are located at 13760 Noel Road, Suite 700, LB70,
Dallas, Texas 75240. Its telephone number is (214) 448-5800.

The Partnership's primary business is real estate ownership and related
operations. The primary purpose of the Partnership, as set forth in the
Partnership Agreement, is "to invest in, hold, manage and dispose of real estate
and real estate-related investments". Under the Partnership Agreement, the term
of the Partnership will continue until January 15, 2012, unless sooner
terminated as provided in the Partnership Agreement or by law. The terms of the
Partnership Agreement require the Partnership's general partner to begin to
liquidate the Partnership's properties no later than

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<PAGE>

March 30, 1999, and to use commercially reasonable efforts to liquidate and
terminate the Partnership by December 31, 1999.

At December 31, 1995, the Partnership's investment portfolio consisted of
the following properties:

<TABLE>
<CAPTION>
NET BASIS 1995 DATE
PROPERTY DESCRIPTION OF PROPERTY DEBT PROPERTY TAXES ACQUIRED
-------- ----------- ----------- ---- -------------- --------
<S> <C> <C> <C> <C> <C>
AAA Century Airport, Self-Storage
Inglewood, CA 567 units $ 2,054,531 $ -- $ 37,053 9/90

AAA Sentry Mini-Storage
N. Lauderdale, FL 803 units 472,231 -- 50,942 10/90

Burbank Mini-Storage
Burbank, CA 986 units 2,781,188 -- 41,848 9/90

Forest Hill Mini-Storage
W. Palm Beach, FL 679 units 2,040,260 -- 34,678 8/90

Fountainbleau Mini-Storage
Miami, FL 769 units 1,262,761 -- 63,127 11/90

Kendall Sunset Mini-Storage
Miami, FL 940 units 3,745,804 -- 73,105 10/90

Margate Mini-Storage
Margate, FL 642 units 1,256,989 -- 49,035 10/90

Military Trail Mini-Storage
W. Palm Beach, FL 688 units 1,991,963 -- 39,724 8/90

One Corporate Office Building
Center I 111,146 sq. ft. 4,565,247 -- 180,206 12/89
Edina, MN

One Corporate Office Building
Center III 111,252 sq. ft. 4,806,601 $ -- 182,130 12/89
Edina, MN
----------- ----- --------
$24,977,575 $ -- $751,848
=========== ===== ========
</TABLE>

- ----------
Total: Office Buildings -- 222,398 sq. ft.
Mini-Storage and Self-Storage Warehouses -- 6,074 units

11
<PAGE>

AVERAGE ANNUAL RENTAL RATE AND OCCUPANCY.

The following table sets forth the properties' occupancy rate and rent per
square foot for each of the lastfive years:

1995 1994 1993 1992 1991
---- ---- ---- ---- ----
AAA Century Airport
Occupancy Rate .......... 94% 95% 82% 77% 81%
Rent Per Square Foot .... $ 10.19 $ 8.87 $ 7.90 $ 7.95 $ 8.09
AAA Sentry
Occupancy Rate .......... 96% 95% 98% 84% 48%
Rent Per Square Foot .... $ 7.70 $ 7.00 $ 6.17 $ 4.06 $ 2.96
Burbank
Occupancy Rate .......... 81% 81% 84% 76% 70%
Rent Per Square Foot .... $ 10.29 $ 10.32 $ 8.74 $ 8.09 $ 7.49
Forest Hill
Occupancy Rate .......... 97% 99% 100% 92% 69%
Rent Per Square Foot .... $ 9.82 $ 9.22 $ 8.45 $ 7.35 $ 7.13
Fountainbleau
Occupancy Rate .......... 97% 99% 100% 98% 68%
Rent Per Square Foot .... $ 8.38 $ 8.08 $ 7.66 $ 6.12 $ 5.62
Kendall Sunset
Occupancy Rate .......... 95% 96% 99% 100% 81%
Rent Per Square Foot .... $ 11.72 $ 11.71 $ 11.23 $ 9.63 $ 8.29
Margate
Occupancy Rate .......... 90% 100% 98% 96% 74%
Rent Per Square Foot .... $ 9.90 $ 10.06 $ 9.55 $ 8.08 $ 6.35
Military Trail
Occupancy Rate .......... 91% 90% 91% 83% 84%
Rent Per Square Foot .... $ 9.35 $ 8.46 $ 7.76 $ 7.76 $ 7.99
One Corporate Center I
Occupancy Rate .......... 93% 95% 99% 81% 64%
Rent Per Square Foot .... $ 10.92 $ 10.34 $ 11.56 $ 8.28 $ 8.15
One Corporate Center III
Occupancy Rate .......... 97% 96% 78% 54% 34%
Rent Per Square Foot .... $ 11.17 $ 11.03 $ 7.38 $ 4.09 $ 4.04

Occupancy rate represents all units leased divided by the total number of
units for mini-storage properties and square footage leased divided by total
square footage for other properties as of December 31 of the given year. Rent
per square foot represents all revenue, except interest, derived from the
property's operations divided by the leasable square footage of the property.

12
<PAGE>

ACCUMULATED DEPRECIATION SCHEDULE.

The basis and accumulated depreciation of the Partnership's real estate
investments at December 31, 1995 and 1994 are set forth in the following tables:

<TABLE>
<CAPTION>
ACCUMULATED
BUILDINGS AND DEPRECIATION NET BOOK
1995 LAND IMPROVEMENTS AND AMORTIZATION VALUE
---- ---- ------------ ---------------- -----
<S> <C> <C> <C> <C>
AAA Century Airport
Inglewood, CA ................... $ 361,535 $ 2,142,648 $ (449,652) $ 2,054,531
AAA Sentry
N. Lauderdale, FL ............... 70,337 525,535 (123,641) 472,231
Burbank
Burbank, CA ..................... 830,043 2,482,324 (531,179) 2,781,188
Forest Hill
W. Palm Beach, FL ............... 510,780 1,952,030 (422,550) 2,040,260
Fountainbleau
Miami, FL ....................... 287,114 1,204,371 (228,724) 1,262,761
Kendall Sunset
Miami, FL ....................... 672,756 3,889,002 (815,954) 3,745,804
Margate
Margate, FL ..................... 233,575 1,297,803 (274,389) 1,256,989
Military Trail
W. Palm Beach, FL ............... 571,715 1,806,036 (385,788) 1,991,963
One Corporate Center I
Edina, MN ....................... 925,000 5,477,168 (1,836,921) 4,565,247
One Corporate Center III
Edina, MN ....................... 925,000 5,858,896 (1,977,295) 4,806,601
---------- ----------- ----------- -----------
$5,387,855 $26,635,813 $(7,046,093) $24,977,575
========== =========== =========== ===========

<CAPTION>
ACCUMULATED
BUILDINGS AND DEPRECIATION NET BOOK
1994 LAND IMPROVEMENTS AND AMORTIZATION VALUE
---- ---- ------------ ---------------- -----
<S> <C> <C> <C> <C>
AAA Century Airport $ 361,535 $ 2,113,797 $ (358,173) $2,117,159
AAA Sentry 70,337 494,252 (87,694) 476,895
Burbank 830,043 2,468,892 (426,205) 2,872,730
Forest Hill 510,780 1,928,235 (338,769) 2,100,246
Fountainbleau 287,114 1,180,367 (171,856) 1,295,625
Kendall Sunset 672,756 3,857,005 (654,088) 3,875,673
Margate 233,575 1,261,191 (212,571) 1,282,195
Military Trail 571,715 1,753,408 (306,298) 2,018,825
One Corporate Center I 925,000 5,228,231 (1,486,109) 4,667,122
One Corporate Center III 925,000 5,787,102 (1,496,583) 5,215,519
---------- ----------- ----------- -----------
$5,387,855 $26,072,480 $(5,538,346) $25,921,989
========== =========== =========== ===========
</TABLE>

SCHEDULE OF MORTGAGES.

In 1987, the Partnership made a nonrecourse mortgage loan to an affiliate
of Southmark Storage Associates secured by A-Quality Mini-Storage. The property
was subsequently sold to an unaffiliated borrower subject to the Partnership's
first priority mortgage loan. On August 6, 1998, the Partnership was advised
that Southmark Storage Associates, the borrower on the A-Quality mortgage loan,
had filed a petition for bankruptcy in the United States Bankruptcy Court of
Connecticut. This action served to automatically stay foreclosure proceedings.

In April 1994, the borrower and the Partnership reached a settlement
concerning the loan. Under the settlement, the borrower paid the Partnership
$150,000 in cash and the loan was renewed for $1,453,194 (representing the
original $2,100,000 principal balance less all post bankruptcy petition payments
made by the borrower) effective January 1, 1994. An additional second lien loan
was executed in the amount of $134,397 at an interest rate of 6%, which was paid
in full in the third quarter of 1995. Principal and interest at a rate of prime
plus 2% are payable monthly on the first lien loan which matures in January
1997.

13
<PAGE>

Effective January 1, 1994, the Partnership adopted Statement of Financial
Accounting Standards No. 114, "Accounting by Creditors for Impairment of a Loan"
("SFAS 114"). The impact of adopting SFAS 114 was immaterial to the
Partnership's financial statements. In accordance with SFAS 114, the measure of
impairment for a loan restructured in a troubled debt restructuring is based on
the present value of expected future cash flows discounted at the original
contractual rate. Accordingly, upon the April 1994 modification, the Partnership
measured the impairment of the mortgage loan investment and determined that an
allowance for impairment was still required. For the year ended December 31,
1993, there were no changes in the balance of the allowance for impairment. For
the years ended December 31, 1995 and 1994, the allowance for impairment
decreased by $172,164 and $83,257, respectively. The 1995 decrease in the
allowance was due to the passage of time (the allowance is measured based on
discounted cash flows) and the 1994 decrease was primarily due to the April 1994
modification which changed the expected future cash flows.

Since the April 1994 modification, interest income has been recorded at an
interest rate that equates the expected future cash flows to the mortgage loan
investment balance. The expected cash flows change slightly from year to year.
Additionally, any changes in the allowance for impairment that result from
changes in the discount rate or passage of time are also recorded as interest
income. This accounting treatment resulted in the recognition of $149,334 and
$159,337 of interest income for the years ended December 31, 1995 and 1994,
respectively. The effective interest rate of this interest income was 10.4% and
10.3% for 1995 and 1994, respectively. Interest income of $154,909 and $136,417
would have been recognized under the terms of the modification agreement for the
years ended December 31, 1995 and 1994, respectively, if the Partnership had not
adopted SFAS 114.

The following sets forth the Partnership's mortgage loan investment to an
unaffiliated borrower at December 31, 1995 and 1994.

<TABLE>
<CAPTION>
ANNUAL
MORTGAGE LIEN INTEREST MONTHLY DECEMBER 31, DECEMBER 31,
PROPERTY POSITION RATE % PAYMENTS MATURITY 1995 1994
-------- ---------------- ------ -------- -------- ------------ --------
<S> <C> <C> <C> <C> <C> <C>
A-Quality
Mini-Storage First (a)10.50 (a) 14,470 1/97 $1,538,932 $1,743,423
Second 6.00 (b) -- 77,929
---------- ----------
1,538,932 1,821,352
Allowance for loss (177,161) (349,325)
---------- ----------
$1,361,771 $1,472,027
========== ==========
</TABLE>

- ----------
(a) Under the modification terms, interest accrues on the first mortgage loan
at a rate equal to the prime lending rate of Bank of America in effect as
of the first day of each calendar month plus 2%. The prime lending rate at
December 31, 1995 and 1994 was 8.5%. The monthly payment is based on a 240
month amortization, which changes as the interest rate changes.

(b) One half of the net cash flow of the property (after payments on the first
lien loan) was payable monthly on the second lien loan. The second lien
loan was paid in full in the third quarter of 1995.

Based on market lending rates for mortgage loan investments with similar
terms, risks and average maturities, the fair value of the mortgage loan
investment was approximately $1,407,000 at December 31, 1995.

The cost of the mortgage loan investment for Federal income tax purposes
was $1,416,547 at December 31, 1995.

On March 21, 1996, the mortgage loan investment plus accrued interest was
paid in full by the borrower.

14
<PAGE>

SELECTED FINANCIAL DATA.

Set forth below is a summary of certain financial information with respect
to the Partnership, which has been excerpted or derived from the Form 10-K and
the Partnership's Quarterly Report on the Form 10-Q for the six months ended
June 30, 1996.

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
--------------------------------------------------------------------------
1995 1994 1993 1992 1991
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
STATEMENTS OF OPERATIONS
Rental revenue .................... $ 7,517,404 $ 7,234,070 $ 6,546,936 $ 5,220,555 $ 4,869,260
Interest income on mortgage
loan investments ................. 440,658 451,841 674,118 207,757 180,424
Write-down for permanent impairment
of real estate ................... -- -- -- -- (2,600,000)
Income (loss) before
extraordinary item ............... 3,268,110 1,355,563 1,306,745 (192,058) (3,512,345)
Extraordinary item ................ (252,402) -- -- -- 223,800
Net income (loss) ................. 3,015,708 1,355,563 1,306,745 (192,058) (3,288,545)
Net income (loss) per weighted average
hundred limited partnership units:
Income (loss) before extraordinary
item ............................. $ 60.93 $ 25.09 $ 24.00 $ (3.50) $ (63.52)
Extraordinary item ................ (4.71) -- -- -- 4.05
Net income (loss) ................. $ 56.22 $ 25.09 $ 24.00 $ (3.50) $ (59.47)
============ ============ ============ ============ ============
Distributions per weighted average
hundred limited partnership
units ............................ $ -- $ -- $ -- $ 4.43 $ 44.37
============ ============ ============ ============ ============

<CAPTION>
AS OF DECEMBER 31,
--------------------------------------------------------------------------
1995 1994 1993 1992 1991
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
BALANCE SHEETS
Real estate investments, net ...... $ 24,977,575 $ 25,921,989 $ 26,674,164 $ 26,633,500 $ 26,908,727
Mortgage loan investments, net .... 3,597,673 4,679,929 5,718,144 4,685,107 1,667,107
Total assets ...................... 35,489,741 39,501,853 38,779,870 38,451,367 32,016,418
Long-term debt .................... -- 6,726,266 6,853,753 6,968,258 --
Partners' equity .................. 34,630,930 31,948,150 30,925,518 29,951,706 30,717,568
</TABLE>

SIX MONTHS ENDED JUNE 30,
-------------------------
1996 1995
--------- ---------
STATEMENTS OF OPERATIONS
Rental revenue ...................................... 3,930,540 3,811,023
Total Revenue ....................................... 4,258,399 5,607,819
Net Income before extraordinary item ................ 1,151,820 2,250,447
Net income .......................................... 1,151,820 2,100,155
Net income per weighted average hundred limited
partnership units: ................................. 21.62 41.95
Net income before extraordinary income .............. 21.62 39.15

AS OF JUNE 30, 1996
-------------------
BALANCE SHEET
Real estate investments, net ............................ $24,526,371
Mortgage loan investments, net .......................... --
Long-term debt .......................................... --
Partners' equity ........................................ 32,782,753

15
<PAGE>

COMPETITIVE CONDITIONS.

AAA Century Airport

AAA Century Airport Self-Storage consists of three, two-story self-storage
warehouse buildings and one apartment/leasing office. The rentable space is
divided into 567 units, including 10 recreational vehicle parking spaces. Each
unit is individually alarmed for additional security. The property does not
offer climate-controlled units.

The property is located approximately two miles from the Los Angeles
International Airport in Inglewood, California. Inglewood is a relatively mature
area with growth to the west generated by development around the airport. There
is little competition which represents a threat to the property. The property
raised rental rates in 1995 and plans to increase rental rates slightly in 1996.
The Partnership expects to maintain occupancy in the low to middle 90% range in
1996.

AAA Sentry

AAA Sentry Mini-Storage consists of five, two-story self-storage warehouse
buildings and one apartment/leasing office. The rentable space is divided into
803 units, with 85% of these units air conditioned.

The property is located in a predominately commercial area, with a mixture
of single and multi-family residential properties. The property's rental rates
and occupancy are currently higher than the competition in the immediate area. A
rental rate increase is not planned until late 1996 since a new competing
facility was recently built that may affect occupancy. Management anticipates
maintaining occupancy in the middle 90% range in 1996.

Burbank

Burbank Mini-Storage consists of two, two-story and one, three-story
self-storage warehouse buildings and one apartment/leasing office. The rentable
space is divided into 986 units, with 10 of these units being recreational
vehicle parking spaces. All of the buildings have fire sprinklers, but do not
offer climate-controlled environments.

The property is located in the eastern quadrant of Burbank, California,
just west of Interstate 5 and approximately twenty miles north of downtown Los
Angeles and seven miles south of the Burbank Airport. There are two competing
self-storage properties with superior visibility and highway access. Another
competing property has recently been built closer to the airport that may have a
negative effect on Burbank's occupancy. Due to the property's lack of air
conditioning and third floor units that are far away from stairwells or
elevators, an increase in occupancy is not likely. The Partnership expects to
maintain occupancy in the low 80% range in 1996.

Forest Hill

Forest Hill Mini-Storage consists of nine, one-story self-storage warehouse
buildings and one apartment/leasing office. The rentable space is divided into
679 units, with 20 of these units being recreational vehicle parking spaces. 35%
of the units are air conditioned.

The property is located in a predominately residential neighborhood in West
Palm Beach, Florida consisting of single family homes and small business to the
east and multi-family apartment communities to the south and west. The
property's rental rates and occupancy are currently higher than the competition
in the immediate area.

Construction of two competing facilities within one mile of Forest Hill is
currently being considered, which could have a negative impact on the property.
The Partnership expects to maintain occupancy in the middle 90% range. An
increase in rental rates is anticipated in 1996.

Fountainbleau

Fountainbleau Mini-Storage consists of three, two-story self-storage
warehouse buildings and one apartment/leasing office. The rentable space is
divided into 769 units. 56% of the units are air conditioned.

The property is located in the central western quadrant of the Miami
metroplex and is in close proximity to the Miami International Airport. The
immediate neighborhood is predominately industrial with single family
residential and multi-family communities further to the south and north. The
tenant profile consists of local businesses and a major international moving
company that leases more than 90 of the units and receives a 5% discount. The

16
<PAGE>

Partnership expects to maintain occupancy in the high 90% range in 1996.
Surrounding vacant property is currently being marketed for future mini-storage
development. If facilities are built, it could have an impact on the property's
performance.

Kendall Sunset

Kendall Sunset Mini-Storage consists of ten, one-story self-storage
warehouse buildings and one apartment/leasing office. The rentable space is
divided into 940 units. 35% of the units are air conditioned.

The property is located in a residential neighborhood at the southwestern
edge of the Miami metroplex. The area is tropical in nature and is in close
proximity to the Everglades and Key West. The property's rental rates and
occupancy are currently higher than the competition in the immediate area. The
Partnership expects to maintain occupancy in the middle 90% range in 1996.

Margate

Margate Mini-Storage consists of four, one-story and one, three-story
self-storage warehouse buildings and one apartment/leasing office. The rentable
space is divided into 642 units, with 11 of the units being recreational vehicle
parking spaces. 52% of the units are air conditioned.

The property is located in a predominately commercial/retail neighborhood
with single family homes and multi-family communities along the secondary
streets. The property's rental rates and occupancy are currently higher than the
competition in the immediate area. The development of a new self-storage
facility near the property had an adverse effect on the property's occupancy at
the end of 1995. However, the Partnership expects to increase occupancy slightly
in 1996.

Military Trail

Military Trail Mini-Storage consists of eight, one-story self-storage
warehouse buildings and one apartment/leasing office. The rentable space is
divided into 688 units, with 16 of the units being recreational vehicle parking
spaces. 35% of the units are air conditioned.

The property is located in a predominately commercial/retail neighborhood.
The majority of the apartment complexes in the area are to the north with single
family residences to the west. The location is the most positive feature with
direct access on Military Trail, a major thoroughfare. There are two competitors
in the immediate area with similar access and appearance but inferior
management. The Partnership expects to maintain occupancy in the low 90% range
throughout 1996.

One Corporate Center I and One Corporate Center III

One Corporate Center I and III are six-story class "B" office buildings
located in the southwest suburban Minneapolis/St. Paul metropolitan area. The
buildings are two of four identical buildings located in a commercial
development identified as One Corporate Center.

SECTION 10. VOTING BY THE PURCHASER.

Based upon the number of Units it currently owns and 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 and McREMI. 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 March 30, 1996, 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.

17
<PAGE>

Reorganization Transactions require a Supermajority Vote (as those terms
are defined in the Partnership Agreement) and the consent of the Partnership's
general partner prior to effectuation. Generally, "Reorganization Transactions"
are defined as transactions in connection with which any Limited Partners will
be issued securities of any other entity in exchange for, or as a distribution
with respect to, Units; "Supermajority Vote" is defined as the vote of the
Limited Partners who own more than 80% of the total outstanding Units excluding
Units held by Interested Persons; and "Interested Persons" are defined as, among
others, persons who beneficially own 10% or more of the outstanding Units,
excluding certain affiliates of the Partnership's general partner.

SECTION 11. INFORMATION CONCERNING THE PURCHASER AND CERTAIN AFFILIATES OF THE
PURCHASER.

Riverdale is the general partner of the Purchaser, and Mr. Icahn is the
controlling member of Riverdale.

The business address of Mr. Icahn is 114 W. 47th Street, New York, New York
10036. The address of the principal office of each of the Purchaser and
Riverdale is 100 South Bedford Road, Mount Kisco, New York 10549.

The Purchaser is primarily engaged in the business of investing in
securities. Riverdale is primarily engaged in the business of investing in
securities, including interests in real estate limited partnerships, and acting
as general partner of the Purchaser. Mr. Icahn's present principal occupation or
employment is set forth on Schedule I attached hereto and is incorporated herein
by reference.

The name, position, citizenship, business address, present principal
occupation or employment, material occupations, positions or employments during
the past five years and the principal business address of any business
corporation or other organization in which such occupation, position or
employment was carried on, of each executive officer/manager of Riverdale are
set forth on Schedule I attached hereto and are incorporated hereinby reference.

Neither the Purchaser, Riverdale, Mr. Icahn, nor any executive
officer/manager of Riverdale has, during the past five years, (a) been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors)
or (b) been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations of, or
prohibiting activities subject to, federal or state securities laws or a finding
of any violation of such laws.

Except as set forth below and in Sections 8 and 13 of the Offer to
Purchase, neither the Purchaser, Riverdale, nor, to the best of the Purchaser's
knowledge, any of the Persons listed on Schedule I nor any affiliate of the
foregoing (i) beneficially owns or has a right to acquire any Units, (ii) has
effected any transaction in the Units in the past 60 days, or (iii) has any
contract, arrangement, understanding or relationship with any other persons with
respect to any securities of the Partnership, including, but not limited to,
contracts, arrangements, understandings or relationships concerning the transfer
or voting thereof, joint ventures, loan or option arrangements, puts or calls,
guarantees of loans, guarantees against loss or the giving or withholding of
proxies.

The Purchaser currently beneficially owns 100,000 (representing
approximately 1.9% of the outstanding) Units. These Units were purchased by the
Purchaser from the Resolution Trust Corporation (the "RTC") in December, 1995,
pursuant to an agreement dated as of November 21, 1995 among the Purchaser, Carl
C. Icahn and the McNeils. The agreement provided that the Purchaser would have
an option to buy 100,000 Units from Resolution Trust Company. However, in the
event certain negotiations regarding the purchase of McNeil Partners, L.P. (the
Partnership's general partner) were terminated, the McNeils would then have an
option to purchase such 100,000 Units, within a specified time period. The
McNeils are currently contesting the transfer of ownership of the 100,000 Units
to the Purchaser.

Set forth below is financial information with respect to the Purchaser. The
Purchaser is not subject to periodic reporting requirements under the Exchange
Act. The financial information set forth below is unaudited. The Purchaser does
not prepare audited financial statements in the ordinary course of its business
and, accordingly, such audited financial statements were not available or
obtainable without unreasonable cost or expense.

18
<PAGE>

HIGH RIVER LIMITED PARTNERSHIP

BALANCE SHEET
JUNE 30, 1996
(UNAUDITED)
(IN 000'S)

ASSETS:
Cash and Cash Equivalents ..................................... $ 10,689
Marketable Securities ......................................... 419,409
Investment in Partnerships-Real Estate L.P. ................... 17,279
Investment in Partnership--Other .............................. 833
--------
Total Assets ................................................ $448,210
========
LIABILITIES:
Due to Brokers ................................................ $162,614
Securities Sold Not Yet Purchased @ Market Value .............. 4,045
--------
Total Liabilities ........................................... $166,659

PARTNERS' CAPITAL .............................................. 281,551
--------
TOTAL LIABILITIES AND PARTNERS' CAPITAL ........................ $448,210
========

19
<PAGE>

HIGH RIVER LIMITED PARTNERSHIP

STATEMENT OF INCOME
SIX MONTHS ENDED JUNE 30, 1996
(UNAUDITED)
(IN 000'S)

INCOME:
Interest .................................................. $ 99
Capital Gains ............................................. 4,542
Dividends ................................................. 7,532
Unrealized Loss on Securities ............................. (3,152)
-------
9,021
-------
EXPENSE:
Interest .................................................. $ 4,079
Other ..................................................... 29
-------
4,108
-------
NET INCOME ................................................. $ 4,913
=======

20
<PAGE>

SECTION 12. SOURCE OF FUNDS.

The Purchaser expects that approximately $32,026,348 will be required to
purchase 5,173,885 Units (consisting of the aggregate number of outstanding
Units as of December 31, 1995, net of units owned by the Purchaser) if tendered
(exclusive of related fees and expenses). The Purchaser will obtain all of those
funds from its liquid assets.

SECTION 13. BACKGROUND OF THE OFFER.

Prior Contacts. On or about July 27, 1995, Mr. Icahn and the McNeils spoke
by telephone. Mr. Icahn told the McNeils that he had been informed that they
were interested in selling the Partnership's general partner. The McNeils said
that they were not interested in selling the Partnership's general partner but
urged Mr. Icahn to contact their counsel, Scott Wallace. In the conversation
with the McNeils, Mr. Icahn indicated that he intended to make a tender offer
for units of ten Related Partnerships (not including the Partnership) of which
the Partnerships's general partner is also the general partner and a joint
tender offer was discussed. No agreements were reached. In the days that
followed up to on or about August 1, 1995, Mr. Icahn participated in several
telephone conversations with Mr. Wallace. The same subjects were explored and
Mr. Icahn confirmed his intention to conduct a tender offer for units of the
Related Partnerships. Again, no agreements were reached. One of these
conversations, which took place on or about August 1, 1995 among Scott Wallace,
Mr. Icahn and a former counsel for the Partnership, became a subject of the
litigation described below.

The Purchaser commenced a tender offer to purchase units in such Related
Partnerships on August 4, 1995 (the "1995 Offers"). On August 9, 1995, the
McNeils delivered a letter to the Purchaser claiming that the former counsel
divulged confidential information concerning the McNeils' personal tax situation
during the August 1, 1995 telephone conversation, that the 1995 Offers were
based on confidential information and that the Partnerships would not mail the
1995 Offers unless the Purchaser and Mr. Icahn signed a certificate concerning
the purported confidential information. On August 10, 1995, the Purchaser
commenced an action in the United States District Court for the Southern
District of New York (the "District Court") against the Partnership's general
partner, its corporate general partner, and the McNeils (collectively
"Management"), as well as the Related Partnerships (collectively with
Management, the "Defendants") alleging Management breaches of fiduciary duty and
that the Defendants' failure to mail the 1995 Offers violated the Securities and
Exchange Commission's Rule 14d-5. On that same day, the District Court, upon the
Purchaser's application, issued a preliminary injunction against the Defendants
and ordered the Defendants to either furnish the Purchaser with a list of the
names and addresses of the Limited Partners of the Related Partnerships or mail
the 1995 Offers to the Limited Partners on the Purchaser's behalf. The
Defendants elected to mail. On August 17, 1995, the Related Partnerships,
through their counsel, agreed pursuant to the Purchaser's request, to provide
the Purchaser with lists of Limited Partners of the Related Partnerships. On
August 17, 1995, the Purchaser sent a letter to the Partnership's general
partner requesting that the general partner agree to cooperate in satisfying
certain conditions of the 1995 Offers and to facilitate the transfer of Units.
On August 18, 1995, the Defendants served and filed a Counterclaim and Answer
(the "Counterclaim"). Defendants' Counterclaim sought an injunction and alleged
that the 1995 Offers were made in violation of federal securities laws because,
among other things, they failed to disclose that the Purchaser based its Offers
on confidential information. This action was dismissed without prejudice in
November 1995.

In November 1995, the Purchaser filed a second complaint in the District
Court alleging, among other things, that the Schedule 14d-9 filed by the general
partner of the Related Partnerships in connection with the 1995 Offers was
materially false and misleading in violation of federal securities laws and that
the general partner wrongfully refused to admit the Purchaser as a limited
partner to the Related Partnerships and asserting certain derivative claims on
behalf of the Related Partnerships. The general partner subsequently admitted
the Purchaser as a limited partner of the Related Partnerships. This action was
dismissed without prejudice on January 31, 1996.

On August 22 and 23, 1995, Mr. Icahn and a representative met with the
McNeils and their representatives regarding possible settlement of the pending
litigation respecting the 1995 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 agreed to a standstill arrangement whereby, among
other things, the Purchaser agreed to extend the expiration date of the 1995

21
<PAGE>

Offers and the Purchaser and its affiliates were permitted to conduct reasonable
due diligence (the "Due Diligence") with respect to the Partnership's general
partner, the Related Partnerships and their affiliates (subject to certain
confidentiality obligations). The Purchaser, Mr. Icahn and their affiliates also
agreed, subject to certain exceptions, that, prior to August 24, 1996, they
would not attempt to acquire any securities of the Related Partnerships
controlled by Robert A. McNeil, or propose to enter into business combinations
with them or make proxy solicitations withrespect thereto.

From late August through September 19, 1995, representatives of Mr. Icahn
engaged in a "due diligence" review of certain non-public information regarding
McREMI, the Partnership's general partner, the Partnership, the Related
Partnerships and their affiliates, involving meetings with senior management and
others, telephone conferences and the exchange and review of documents.

Between August 24 and September 19, 1995, Mr. Icahn and representatives of
Mr. Icahn and his affiliates (including the Purchaser) and the McNeils, the
Partnership's general partner and their representatives engaged in ongoing
negotiations involving, 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 1995 Offers; (iii) cooperation to be provided
by the Partnership's general partner to facilitate the 1995 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 1995 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
Partnership, the Litigation Partnerships and their affiliates. On September 19,
1995, these negotiations reached an impasse and were discontinued. Additional
conversations after that date failed to result in a resumption of negotiations.

On August 12, 1996, in anticipation of the commencement of the Tender
Offers for units in certain of the Related Partnerships, the Purchaser sent a
letter to such Related Partnerships requesting lists of the names, current
residence or business addresses and certain other information concerning the
limited partners of such Partnerships. On August 19, 1996, such Related
Partnerships commenced an action against the Purchaser, Mr. Icahn and certain of
their affiliates (collectively, the "Purchaser Defendants") in United States
District Court for the Central District of California (the "California Federal
Action") seeking, among other things, to declare that such Related Partnerships
are not required to provide the Purchaser with a current list of the Limited
Partners on the grounds that the Purchaser Defendants commenced a tender offer
in violation of the federal securities laws by filing the Schedule 13D Amendment
on August 5, 1996. See Section 8 of the Offer to Purchase. On August 19, 1996,
such Related Partnerships, through their counsel, responded to the Purchaser's
August 12 letter by refusing to provide the Purchaser with a current list of the
Limited Partners of such Related Partnerships for the reasons set forth above.

On August 23, 1996, the Purchaser Defendants filed, among other documents,
(a) an answer to the Related Partnerships' complaint in the California Federal
Action denying the allegations contained therein and asserting four affirmative
defenses; (b) a counterclaim seeking, among other things, injunctive relief
requiring the Related Partnerships to either make available to the Purchaser a
copy of the lists of Limited Partners or grant the Purchaser permission to
inspect and copy such lists; and (c) an application for a temporary restraining
order ("TRO") and a preliminary injunction seeking access to the lists of
Limited Partners. On September 6, 1996, the Purchaser Defendants' TRO
application was denied. On September 12, 1996, the Related Partnerships filed an
answer to the Purchaser Defendants' counterclaim asserting six affirmative
defenses and alleging that the Purchaser Defendants were denied access to the
lists of Limited Partners because their requests for the lists were in
connection with illegal tender offers. Discovery is currently underway in the
California Federal Action and the matter is expected to go to trial in
mid-October 1996.

Trading History of the Units. The Trading Summary for the period April 1,
1996 through May 30, 1996 ("Summary Period") appearing in the May/June 1996
issue of the Partnership Spectrum ("Trading Summary") indicated that during the
Summary Period an aggregate of 18,990 Units were traded in a total of 13 trades
at a price range of $4.35 to $4.94 per Unit and at a weighted average of $4.69
per Unit. Limited Partners should be aware that the Form 10-K states as follows:
"[t]here is no established public trading market for limited partnership units
nor is one expected to develop." Therefore, the prices reflected in the Trading
Summary may not accurately reflect the value of the Partnership's assets or of
Units and Limited Partners may or may not be able to sell their units
independently of the

22
<PAGE>

Offer at the prices reflected in the Trading Summary. Limited Partners should be
aware that the Purchase Price in the Offer is 31.9% higher than the weighted
average price for the Summary Period, as reflected in the Trading Summary.

Determination of the Purchase Price. As described in Section 8 of the Offer
to Purchase, the Purchaser agreed, in the Letter Agreement, to commence a Tender
Offer for any and all Units of the Partnership (and one other Related
Partnership) at a Price that is not less than 75% of the estimated liquidation
value of the Units. The Purchase Price represents 75% of the Purchaser's
estimate of the Units' liquidation value, as determined using the methodology
described below.

In estimating liquidation value per Unit, the Purchaser first estimated net
asset value ("NAV Estimate"). The Purchaser prepared its NAV Estimate based on a
hypothetical sale (without taking into account any transaction costs) of all of
the Partnership's properties at their estimated aggregate value and the
distribution to the partners of the gross proceeds of that sale (net of related
indebtedness), together with the Partnership's cash and proceeds from temporary
investments. The NAV Estimate prepared by the Purchaser does not take into
account: (i) real estate transaction costs that would be incurred on a sale of
the Partnership's properties, such as brokerage commissions and other selling
and closing expenses; (ii) timing considerations; or (iii) costs associated with
winding up the Partnership.

The Purchaser estimated the aggregate value of the Partnership's properties
in a hypothetical sale by reviewing publicly available financial information
relating to the Partnership for the fiscal year ended December 31, 1995 and six
months ended June 30, 1996, in order to determine an adjusted net income
(reduced by an amount intended to reflect normal capital expenditures and
operating expenses) of $4,185,022, and then capitalized that amount at 11.25%,
which the Purchaser believes represents an appropriate capitalization rate for a
real estate portfolio such as the Partnership's. The Purchaser then added the
Partnership's Mortgage Loan Investments-Affiliates as shown on the Partnership's
unaudited Balance Sheet at June 30, 1996. As a result of that review process,
the Purchaser derived an NAV Estimate of $45,054,208, or $8.54 per Unit (which
includes cash and cash equivalents equal to approximately $6,817,789 or $1.29
per Unit). It should be noted that, while the Purchaser has access to certain
non-public information relating to the Partnership and its properties provided
to it in 1995 in connection with its Due Diligence (as described above in this
Section 13 under "Prior Contacts"), the Purchaser does not have access to more
current information concerning the Partnership or its properties, other than
information that is publicly available, that the Purchaser's calculations 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.

In estimating liquidation value per Unit, the Purchaser adjusted its NAV
Estimate by deducting from that amount a reserve equal to 4% of the projected
property selling prices, which represents the Purchaser's estimate of the
estimated costs of brokerage commissions, title costs, legal fees, real estate
transfer taxes and other disposition expenses (assuming no prepayment penalties
on indebtedness encumbering the properties). The Purchaser further adjusted its
NAV Estimate to reflect the Partnership's other assets (excluding prepaid and
deferred expenses) and liabilities. Specifically, the Purchaser added the
amounts of cash segregated for security deposits, and repurchase of limited
partnership Units, accrued interest receivable and accounts receivable shown on
the Partnership's unaudited balance sheet at June 30, 1996 and subtracted
accounts payable, accrued expenses, accrued property taxes, and security
deposits and deferred rental revenue. The result of $8.25 per Unit represents
the Purchaser's estimate of the aggregate net liquidating proceeds (before
provision for the costs described in the following sentence) that could be
realized in an orderly liquidation of the Partnership, based on the assumptions
implicit in the calculations described above. The Purchaser did not deduct any
amounts in respect of the costs of conducting a consent solicitation in order to
obtain the Limited Partners' approvals for the sales, as may be required by the
Partnership Agreement, or winding up the Partnership, because of the difficulty
of estimating those amounts.

The Purchaser's analysis of liquidation value described above is merely
theoretical and does not itself reflect the value of the Units because (i) there
is no assurance that any such liquidation in fact will occur in the foreseeable
future and (ii) any liquidation in which the estimated fair market values
described above might be realized would take an extended period of time (at
least a year, and quite possibly significantly longer), during which the
Partnership and its partners would continue to be exposed to the risk of
fluctuations in asset values because of changing market conditions and other
factors. For any property sales in which the Partnership is required to
indemnify the buyer for matters arising after the closing, a portion of the sale
proceeds could be held by the Partnership until all possible claims were
satisfied, further extending the delay in the receipt by the Limited Partners of
liquidating proceeds. Because of these

23
<PAGE>

factors, the Purchaser believes the actual current value of a Unit is
substantially less than its estimate of the liquidation value. Conversely, there
is a substantial likelihood that the value realizable in an orderly liquidation
could be greater than the estimated liquidation value. A reduction in either
operating expenses or capital expenditures would result in a higher liquidation
value under the method described above. Similarly, a higher liquidation value
would result if a buyer applied lower capitalization rates (reflecting a
willingness to accept a lower rate of return on its investment) to the net
operating income generated by the Partnership's properties than the
capitalization rates applied by the Purchaser. Furthermore, the analysis
described above is based on a series of assumptions, some of which may not be
correct. Accordingly, this analysis should be viewed merely as indicative of the
Purchaser's approach to valuing Units and not as any way predictive of the
likely result of any future transactions.

SECTION 14. CONDITIONS OF THE OFFER.

Notwithstanding any other term of the Offer, the Purchaser will not be
required to accept for payment or to pay for any Units tendered if all
authorizations, consents, orders or approvals of, or declarations or filings
with, or expiration of waiting periods imposed by, any court, administrative
agency or commission or other governmental authority or instrumentality,
domestic or foreign, necessary for the consummation of the transactions
contemplated by the Offer shall not have been filed, occurred or been obtained.
Furthermore, notwithstanding any other term of the Offer and in addition to the
Purchaser's right to withdraw the Offer at any time before the Expiration Date,
the Purchaser will not be required to accept for payment or pay for any Units
not theretofore accepted for payment or paid for and may terminate or amend the
Offer as to such Units if, at any time on or after the date of the Offer and
before the acceptance of such Units for payment or the payment therefor, any of
the following conditions exists:

(a) a preliminary or permanent injunction or other order of any
federal or state court, government or governmental authority or agency
shall have been issued and shall remain in effect which (i) makes illegal,
delays or otherwise directly or indirectly restrains or prohibits the
making of the Offer or the acceptance for payment, purchase of or payment
for any Units by the Purchaser, (ii) imposes or confirms limitations on the
ability of the Purchaser effectively to exercise full rights of ownership
of any Units, including, without limitation, the right to vote any Units
acquired by the Purchaser pursuant to the Offer or otherwise on all matters
properly presented to the Partnership's Limited Partners, (iii) imposes or
confirms limitations on the ability of the Purchaser to fully exercise the
voting rights conferred pursuant to its appointment as proxy in respect of
all tendered Units which it accepts for payment, (iv) requires divestiture
by the Purchaser of any Units, (v) causes any material diminution of the
benefits to be derived by the Purchaser as a result of the transactions
contemplated by the Offer, or (vi) might materially adversely affect the
business, properties, assets, liabilities, financial condition, operations,
results of operations or prospects of the Purchaser or the Partnership;

(b) there shall be any action taken, or any statute, rule, regulation
or order proposed, enacted, enforced, promulgated, issued or deemed
applicable to the Offer by any federal or state court, government or
governmental authority or agency, which might, directly or indirectly,
result in any of the consequences referred to in clauses (i) through (v) of
paragraph (a) above;

(c) any change or development shall have occurred or been threatened
since the date of the Offer to Purchase, in the business, properties,
assets, liabilities, financial condition, operations, results of
operations, or prospects of the Partnership, which is outside the ordinary
course of the Partnership's business or may be materially adverse to the
Partnership, or the Purchaser shall have become aware of any fact that does
or may have a material adverse effect on the value of the Units;

(d) there shall have occurred (i) any general suspension of trading
in, or limitation on prices for, securities on any national securities
exchange or in the over-the-counter market in the United States, (ii) a
declaration of a banking moratorium or any suspension of payments in
respect of banks in the United States, (iii) any limitation by any
governmental authority on, or other event which might affect, the extension
of credit by lending institutions or result in any imposition of currency
controls in the United States, (iv) a commencement of a war or armed
hostilities or other national or international calamity directly or
indirectly involving the United States, (v) a material change in United
States or other currency exchange rates or a suspension or a limitation on
the markets thereof, or (vi) in the case of any of the foregoing existing
at the time of the commencement of the Offer, a material acceleration or
worsening thereof;

24
<PAGE>

(e) the Partnership's general partner shall not have consented in
writing to, and shall not have taken all other action that the Purchaser
deems necessary, in the Purchaser's judgment, for the admission of the
Purchaser to the Partnership, simultaneously with the consummation of the
Offer, as a substitute Limited Partner in respect of the Units purchased in
accordance with the Partnership Agreement and applicable law;

(f) the Partnership's general partner shall not have furnished to the
Purchaser such information as is necessary, in the Purchaser's judgment, to
verify that the person purporting to transfer Units to the Purchaser
pursuant to the Offer is in fact the owner of such Units as reflected on
the Partnership's books and records;

(g) the Partnership's general partner shall have caused the
Partnership to impose unreasonable transfer, substitution or similar fees,
including, without limitation, those that would otherwise apply to: (i) the
tender of Units by holders pursuant to the Offer, (ii) the transfer of such
Units to the Purchaser and (iii) the admission of the Purchaser as a
substitute Limited Partner in respect of such Units;

(h) there shall have been threatened, instituted or pending any action
or proceeding before any court or governmental agency or other regulatory
or administrative agency or commission or by any other person, challenging
the acquisition of any Units pursuant to the Offer or otherwise directly or
indirectly relating to the Offer, or otherwise, in the judgment of the
Purchaser, adversely affecting the Purchaser or the Partnership;

(i) the Partnership shall have (i) issued, or authorized or proposed
the issuance of, any partnership interests of any class, or any securities
convertible into, or rights, warrants or options to acquire, any such
interests or other convertible securities, (ii) issued or authorized or
proposed the issuance of any other securities, in respect of, in lieu of,
or in substitution for, all or any of the presently outstanding Units, or
(iii) declared or paid any distribution, other than in cash, on any of its
partnership interests, or (iv) the Partnership or any of the Partnership's
general partner shall have authorized, proposed or announced its intention
to propose any merger, consolidation or business combination transaction,
acquisition of assets, disposition of assets or material change in its
capitalization, or any comparable event not in the ordinary course of
business;

(j) a tender offer or exchange offer for some or all of the Units is
made or publicly announced or proposed to be made, supplemented or amended
by any person other than the Purchaser; or

(k) the general partner of the Partnership shall have modified, or
taken any step or steps to modify, in any way, the procedures or
regulations applicable to the registration of Units or transfers of Units
on the books and records of the Partnership or the admission of transferees
of Units as Limited Partners.

The foregoing conditions are for the sole benefit of the Purchaser and may
be asserted by the Purchaser regardless of the circumstances giving rise to such
conditions or may be waived by the Purchaser in whole or in part at any time and
from time to time in its sole discretion. Any determination by the Purchaser
concerning the events described above will be final and binding upon all
parties. If the Purchaser, in its sole discretion, waives the condition
contained in the foregoing paragraph (g), then the Purchaser will, to the extent
of such waiver, pay all applicable fees referred to in such paragraph. No
assurance can be given that the Partnership's general partner will voluntarily
take the actions referred to in paragraphs (e) and (f). Accordingly, in order to
cause the Partnership's general partner to take such actions, the Purchaser may
be required to take appropriate actions, including, without limitation, the
commencement of litigation, the effect of which may be to delay payment for
tendered Units (except to the extent, if any, that the Purchaser waives the
applicable conditions).

No assurance can be given that the Partnership's general partner will
voluntarily take the actions referred to in paragraphs (e) and (f). Accordingly,
in order to cause the Partnership's general partner to take such actions, the
Purchaser may be required to take appropriate actions, including, without
limitation, the commencement of litigation, the effect of which may be to delay
payment for tendered Units (except to the extent, if any, that the Purchaser
waives the applicable conditions).

SECTION 15. CERTAIN LEGAL MATTERS.

General. Except as set forth in this Section 15, the Purchaser is not,
based on its review of publicly available filings by the Partnership with the
Commission and other publicly available information regarding the Partnership,

25
<PAGE>

aware of any licenses or regulatory permits that would be material to the
business of the Partnership, taken as a whole, and that might be adversely
affected by the Purchaser's acquisition of Units as contemplated herein, or any
filings, approvals or other actions by or with any domestic or foreign
governmental authority or administrative or regulatory agency that would be
required prior to the acquisition of Units by the Purchaser pursuant to the
Offer as contemplated herein. While there is no present intent to delay the
purchase of Units tendered pursuant to the Offer pending receipt of any such
additional approval or the taking of any such action, there can be no assurance
that any such additional approval or action, if needed, would be obtained
without substantial conditions or that adverse consequences might not result to
the Partnership's business, or that certain parts of the Partnership's business
might not have to be disposed of or other substantial conditions complied with
in order to obtain such approval or action, any of which could cause the
Purchaser to elect to terminate the Offer without purchasing Units thereunder.
The Purchaser's obligation to purchase and pay for Units is subject to certain
conditions, including conditions related to the legal matters discussed in this
Section 15 of the Offer to Purchase.

Antitrust. The Purchaser does not believe that the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, is applicable to the acquisition
of Units contemplated by the Offer.

Margin Requirements. The Units are not "margin securities" under the
regulations of the Board of Governors of the Federal Reserve System and,
accordingly, those regulations generally are not applicable to the Offer.

State Laws. The Purchaser is not aware of any jurisdiction in which the
making of the Offer is not in compliance with applicable law. If the Purchaser
becomes aware of any jurisdiction in which the making of the Offer would not be
in compliance with applicable law, the Purchaser will make a good faith effort
to comply with any such law. If, after such good faith effort, the Purchaser
cannot comply with any such law, the Offer will not be made to (nor will tenders
be accepted from or on behalf of) Limited Partners residing in such
jurisdiction. In those jurisdictions whose securities or blue sky laws require
the Offer to be made by a licensed broker or dealer, the Offer shall be made on
behalf of the Purchaser, if at all, only by one or more registered brokers or
dealers licensed under the laws of that jurisdiction.

SECTION 16. FEES AND EXPENSES.

Except as set forth in this Section 16, the Purchaser will not pay any fees
or commissions to any broker, dealer or other person for soliciting tenders of
Units pursuant to the Offer. The Purchaser has retained IBJ Schroder Bank &
Trust Company to act as Depositary and Beacon Hill Partners, Inc. to act as
Information Agent in connection with the Offer. The Purchaser will pay the
Depositary and Information Agent reasonable and customary compensation for their
services in connection with the Offer, plus reimbursement for out-of-pocket
expenses, and will indemnify the Depositary and Information Agent against
certain liabilities and expenses in connection therewith, including liabilities
under the federal securities laws. The Purchaser will also pay all costs and
expenses of printing and mailing the Offer and its legal fees and expenses.

No person has been authorized to give any information or to make any
representation on behalf of the Purchaser not contained herein or in the
Assignment of Partnership Interest and, if given or made, such information
orrepresentation must not be relied upon as having been authorized.

The Purchaser has filed with the Commission a Tender Offer Statement on
Schedule 14D-1 (including exhibits), pursuant to Rule 14d-3 under the Exchange
Act, furnishing certain additional information with respect to the Offer, and
may file amendments thereto. The Schedule 14D-1 and any amendments thereto,
including exhibits, may be inspected and copies may be obtained at the same
places and in the same manner as set forth in the Introduction of the Offer to
Purchase (except that they will not be available at the regional offices of the
Commission).

HIGH RIVER LIMITED PARTNERSHIP
September 20, 1996,
as amended through
September 25, 1996

26
<PAGE>

SCHEDULE I

Set forth below are the name and position of the controlling member and
each executive officer/manager of Riverdale LLC ("Riverdale"). The business
address of each of the controlling member and each executive officer/manager of
Riverdale is 114 W. 47th Street, New York, New York 10036. The controlling
member and each executive officer/manager of Riverdale are each citizens of the
United States of America.

NAME POSITION
---- --------
Carl C. Icahn Member
Edward E. Mattner President/Manager
Robert J. Mitchell Vice President and Treasurer/Manager

The following sets forth the (a) name, (b) present principal occupation or
employment and the name, principal business and address of any corporation or
other organization in which such employment or occupation is conducted and (c)
material occupations, positions, offices or employments during the last five
years, giving the starting and ending dates of each and the name, principal
business and address of any business corporation or other organization in which
such occupation, position, office or employment was carried on, of the
controlling member and each executive officer/manager of Riverdale.

NAME PRINCIPAL OCCUPATIONS FOR THE LAST FIVE YEARS
---- ---------------------------------------------

CARL C. ICAHN ......... Mr. Icahn's present principal occupation is acting as
President and a Director of Icahn Holding Corporation,
a Delaware corporation ("IHC"), and Chairman of the
Board and a Director of various of IHC's subsidiaries,
including ACF Industries, Incorporated, a New Jersey
corporation ("ACF"). IHC is primarily engaged in the
business of holding, either directly or through
subsidiaries, a majority of the common stock of ACF and
its address is 100 South Bedford Road, Mount Kisco,
N.Y. 10549. ACF is primarily engaged in the business of
leasing, selling and manufacturing railroad freight and
tank cars and its address is 3301 Rider Trail South,
Earth City, Missouri 63045. Mr. Icahn has been
President and a Director of IHC since August 1982 and
has been a director of ACF since June 1984 and Chairman
of the Board of ACF since October 1984. Mr. Icahn also
maintains similar positions with various of ACF's
affiliates, including: (i) since 1968, Mr. Icahn has
been Chairman of the Board, President and a Director of
Icahn & Co., Inc., a Delaware corporation (collectively
with its predecessor companies by merger, ("Icahn &
Co."), which is a registered broker-dealer and a member
firm of the New York Stock Exchange, Inc. and whose
address is 1 Wall Street Court, New York, N.Y. 10005;
(ii) since November 1990, Mr. Icahn has been Chairman
of the Board and a Director of American Property
Investors, Inc., a Delaware corporation ("API") which
is primarily engaged in the business of acting as
general partner of American Real Estate Partners, L.P.,
and whose address is 90 South Bedford Road, Mount
Kisco, N.Y. 10549; and (iii) from 1986 until January
1993, when he resigned, Mr. Icahn was a Director and
Chairman of the Board of Trans World Airlines, Inc.
("TWA"), whose address is One City Centre, 515 N. Sixth
Street, St. Louis, Missouri 63101. Since June 1993, Mr.
Icahn has also served as a Director of Astrum
International Corp., a Delaware holding company
("Astrum") whose principal subsidiaries are Samsonite
Corporation, a manufacturer and distributor of luggage,
Culligan International Company, a manufacturer of water
purification and treatment equipment and McGregor
Corporation, a manufacturer and distributor of apparel
products and a licensor of apparel brand names.
Astrum's address is 40301 Fisher Island Drive, Fisher
Island, Florida 33129.

EDWARD E. MATTNER ..... Mr. Mattner's present principal occupation is acting as
a securities trader for various affiliates of Mr.
Icahn. Mr. Mattner has served in this capacity since
May 1976.

I-1
<PAGE>

ROBERT J. MITCHELL .... Mr. Mitchell's present principal occupation is acting
as Senior Vice President Finance of ACF. ACF is
primarily engaged in the business of leasing, selling
and manufacturing railroad freight and tank cars and
its address is 3301 Rider Trail South, Earth City,
Missouri 63045. Mr. Mitchell has served as Executive
Vice President Finance since March 1995 and also served
as Secretary of ACF since August 1993, Treasurer from
December 1984 to March 1995 and Assistant Secretary
from September 1986 to August 1993. Mr. Mitchell has
also served as Treasurer (since May 1988) and Chief
Financial Officer (since March 1995) of American
Railcar Industries, Inc., a subsidiary of ACF which is
primarily engaged in the business of repairing,
refurbishing, painting and maintaining railcars and in
manufacturing and selling parts for railcars and other
industrial purposes. The address of American Railcar
Industries, Inc. is 3301 Rider Trail South, Earth City,
Missouri 63045. Mr. Mitchell became the Treasurer of
TWA, whose address is One City Centre, 515 N. Sixth
Street, St. Louis, Missouri 63101, in 1987 and held
that position until he resigned, effective as of
January 5, 1993. From March 1982 until November 1984,
Mr. Mitchell was a Vice President-Department Head of
National Westminster Bank, USA, located at 175 Water
Street, New York, N.Y. 10038.

I-2
<PAGE>

EXHIBIT A

12. ISSUANCE, TRANSFER AND EXCHANGE OF CERTIFICATES; UNIT REPURCHASE ACCOUNT.

12.2. Registration of Units; Registration of Transfer and Exchange. (c)
Limited Partners shall have the right to assign 500 or more whole Units,
provided, however, unless prohibited by any applicable state securities law, 100
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>

Manually signed facsimile copies of the Assignment of Partnership Interest
will be accepted. The Assignment of Partnership Interest 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 Offer
to Purchase and the Assignment of Partnership Interest 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:

BEACON HILL PARTNERS, INC.
90 Broad Street
New York, New York 10004
(212) 843-8500 (Collect)
or
(800) 253-3814 (Toll Free)

POWER OF ATTORNEY

KNOW EVERYONE BY THESE PRESENTS, which are intended to constitute a Power
of Attorney, that I, CARL C. ICAHN, residing at Museum Towers, 15 W. 53rd
Street, Apt. 51C, New York, New York, do hereby appoint THEODORE ALTMAN,
residing at 94 Haights Cross Road, Chappaqua, New York

MY ATTORNEY-IN-FACT TO ACT: As Attorney-In-Fact for the limited purpose of
executing amendments to statements on Schedule 14D-1 in connection with those
certain tender offers (the "McNeil Tender Offers") with respect to each of
McNeil Pacific Investors Fund 1972, 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., McNeil Real Estate Fund XXV, L.P.,
McNeil Real Estate Fund XXVI, L.P. and McNeil Real Estate Fund XXVII, L.P.

To induce any third party to act hereunder, I hereby agree that any third
party receiving a duly executed copy or facsimile of this instrument may act
hereunder, and that revocation or termination hereof, shall be ineffective as to
such third party unless and until actual notice or knowledge of such revocation
or termination shall have been received by such third party.

IN WITNESS WHEREOF, I have hereunto signed my name this 25th day of
September, 1996.

/s/ CARL C. ICAHN
--------------------------
Carl C. Icahn

STATE OF NEW YORK }
COUNTY OF NEW YORK }

On September 25, 1996 before me, Alice Blumberg, the undersigned officer,
personally appeared CARL C. ICAHN, known personally to me to be the individual
described in and who executed the foregoing instrument and acknowledged that he
executed the same.

/s/ ALICE BLUMBERG
--------------------------
Notary Public

[Signature Page to Power of Attorney for McNeil Partnerships]