SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)
McNEIL REAL ESTATE FUND XXVII, L.P.
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(Name of Issuer)
Units of Limited Partnership Interest
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(Title of Class of Securities)
Not Applicable
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(CUSIP Number)
Robert A. McNeil
13760 Noel Road, Suite 700, Dallas, Texas 75240, (214) 448-5800
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
Copies to:
W. Scott Wallace
Haynes and Boone, L.L.P.
3100 NationsBank Plaza
901 Main Street
Dallas, Texas 75202-3789
(214) 651-5000
April 17, 1996
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box .
Check the following box if a fee is being paid with this statement. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of less than five percent of such class.)
(See Rule 13d-7.)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D/A
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CUSIP No. Not Applicable Page 2 of 5 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
Robert A. McNeil
McNeil Partners, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)_X__
(b)____
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
Robert A. McNeil: PF and BK
McNeil Partners, L.P.: WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Robert A. McNeil -- U.S.A.
McNeil Partners, L.P. -- Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY Robert A. McNeil -- 399,500 Units
OWNED BY McNeil Partners, L.P. -- 10,800 Units
EACH See Item 5*
REPORTING
PERSON
WITH
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8 SHARED VOTING POWER
See Item 5*.
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9 SOLE DISPOSITIVE POWER
See Item 5*.
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10 SHARED DISPOSITIVE POWER
See Item 5.*
* Voting and dispositive power is exercised on
behalf of McNeil Partners, L.P. by its general
partner, McNeil Investors, Inc., a Delaware
corporation, which is wholly-owned by Robert
A. McNeil.
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Robert A. McNeil -- 399,500 Units
McNeil Partners, L.P. -- 10,800 Units See Item 5*.
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ____
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.78%
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14 TYPE OF REPORTING PERSON*
IN, PN
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<PAGE>
AMENDMENT NO. 1 TO SCHEDULE 13D
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The Schedule 13D relating to Units of Limited Partnership Interest
("Units") of McNeil Real Estate Fund XXVII, L.P., a Delaware limited partnership
("Issuer") as filed by Robert A. McNeil ("Mr. McNeil") and McNeil Partners,
L.P., a Delaware limited partnership ("MP") is hereby amended as set forth
below. Unless otherwise indicated, all terms referred to herein shall have the
meaning as set forth in the Schedule 13D.
Item 4. Purpose of Transaction.
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Item 4 is hereby amended by adding the following thereto:
In response to unsolicited tender offers made by High River
Limited Partnership, Riverdale Investors Corp., Inc. and Carl C. Icahn ("Mr.
Icahn"), MP has from time to time explored possible courses of action which
might have been available, including holding discussions and negotiations with
other parties which were considering joining with MP or its affiliates in making
a tender offer for units of other public real estate partnerships for which MP
is the general partner and possibly for additional Units. In addition, between
August 24, 1995 and September 6, 1995, Mr. McNeil, MP and Investors engaged in
negotiations with Mr. Icahn and his affiliates regarding possible transactions
between the parties which included, among other things, the sale of all the
outstanding stock of Investors, Investors' general partner interest in MP and
certain of Mr. McNeil's limited partnership interests in MP. The negotiations
did not result in any agreement or understanding between the parties. At this
time, MP is no longer considering the possibility of making a tender offer for
Units. However, Mr. McNeil and Investors continue to explore possible courses of
action, which may include, among other things, the sale of all or substantially
all Mr. McNeil's interests in Investors and MP.
Item 5. Interest in Securities of the Issuer.
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Item 5 is hereby amended by adding the following thereto:
(a) The aggregate number of Units owned by (i) Mr. McNeil is
399,500 and (ii) MP is 10,800. The 410,300 Units owned by Mr.
McNeil and MP constitute 7.78% of the class of the securities
identified pursuant to Item 1.
(b) Mr. McNeil has the sole power to vote and to dispose of the
410,300 Units (subject to applicable restrictions on
transferability contained in the Issuer's limited partnership
agreement). As MP's sole general partner, Investors has the
sole power to control the business affairs of MP and Robert A.
McNeil, as the owner of all the stock of Investors, ultimately
controls the business affairs of Investors.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: April 17, 1996
McNEIL PARTNERS, L.P.
By: McNeil Investors, Inc.,
its general partner
By: /s/ Robert A. McNeil
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Name: Robert A. McNeil
Title: Co-Chairman of the Board
/s/ Robert A. McNeil
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Robert A. McNeil
