SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(D)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
MCNEIL PACIFIC INVESTORS FUND 1972 MCNEIL REAL ESTATE FUND XIV, LTD.
MCNEIL REAL ESTATE FUND V, LTD. MCNEIL REAL ESTATE FUND XV, LTD.
MCNEIL REAL ESTATE FUND IX, LTD. MCNEIL REAL ESTATE FUND XX, L.P.
MCNEIL REAL ESTATE FUND X, LTD. MCNEIL REAL ESTATE FUND XXIV, L.P.
MCNEIL REAL ESTATE FUND XI, LTD. MCNEIL REAL ESTATE FUND XXV, L.P.
(NAME OF SUBJECT COMPANY)
MCNEIL PARTNERS, L.P.
(NAME OF PERSON FILING STATEMENT)
Limited Partnership Units
(TITLE OF CLASS OF SECURITIES)
582566 10 5 582568 88 7
582568 20 0 582568 50 7
582568 10 1 None
582568 20 0 582568 88 7
582568 30 9 582568 87 9
(CUSIP NUMBERS OF CLASSES OF SECURITIES)
Donald K. Reed
MCNEIL PARTNERS, L.P.
13760 Noel Road, Suite 700, LB70
Dallas, Texas 75240
(214) 448-5800
(NAME, ADDRESS, AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF THE PERSON(S)
FILING STATEMENT)
Copy to:
Patrick J. Foye, Esq.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM
919 Third Avenue
New York, New York 10022
(212) 735-2274
This Amendment No. 1 amends and supplements Items 3 and
9 of the Solicitation/Recommendation Statement on Schedule 14D-9
(the "Schedule 14D-9") of McNeil Partners, L.P., a Delaware
limited partnership (the "Partnership") filed with the Securities
and Exchange Commission on August 18, 1995. Unless otherwise
indicated, all capitalized terms used but not defined in this
Amendment No. 1 have the meanings set forth in the Schedule 14D-9.
ITEM 3. IDENTITY AND BACKGROUND.
Item 3 is hereby supplemented by adding the following:
On Thursday, August 24, McNeil Partners and High River
entered into a letter agreement (the "Letter Agreement") which is
filed as Exhibit (c)(4) to this Amendment No. 1 and is
incorporated herein by reference. The Letter Agreement provides
generally as follows:
o Until September 7, 1995, McNeil Partners and its
affiliates shall not (i) in any manner acquire, attempt
to acquire or make a proposal to acquire, directly or
indirectly, any securities of any of the Partnerships
or their affiliates, (ii) propose to enter into,
directly or indirectly, any merger or business
combination involving any of the Partnerships or their
affiliates or (iii) engage in discussions or
negotiations with or assist any third party in respect
of any transaction involving McNeil Partners, the
Partnerships or their affiliates.
o Until September 7, 1995, McNeil Partners shall, and
shall cause The Herman Group, Inc., to (i) respond to
limited partner's inquiries only by summarizing the
terms of the Press Release (as hereinafter defined) and
(ii) not make any other statement in respect of the
tender offers commenced by High River to acquire Units
of each Partnership pursuant to the HR Offers (the
"Tender Offers").
o Until September 7, 1995, High River shall, and shall
cause D.F. King & Co., Inc., to (i) respond to limited
partner's inquiries only by summarizing the terms of
the Press Release and (ii) not make any other statement
in respect of the Tender Offers.
o McNeil Partners shall facilitate and allow High River
to conduct customary and reasonable due diligence in
respect of McNeil Partners, the Partnerships and their
affiliates and High River and its affiliates agree (i)
to use their best efforts to complete such due
diligence as promptly as practicable and, (ii) unless
otherwise required by law, rule or regulation, not to
disclose any documents or materials furnished to High
River in respect of such due diligence relating to or
concerning McNeil Partners, the Partnerships or their
affiliates to any third party.
o Until September 7, 1995, except as otherwise required
by law, rule or regulation, McNeil Partners and High
River shall not mail or cause to be mailed to limited
partners, or published, any information in respect of
the Partnerships, except for the Press Release.
o Until September 7, 1995, McNeil Partners and High River
shall hold in abeyance (i) all proceedings in the
litigation between the parties and their affiliates and
(ii) any demands made by High River or its affiliates
for lists of limited partners, related information
and/or transfers of Units of the Partnerships.
o High River, Carl C. Icahn and their affiliates shall
not prior to August 24, 1996 (i) in any manner acquire,
attempt to acquire or make a proposal to acquire,
directly or indirectly, any securities of any of the
partnerships listed in the Letter Agreement (the "Other
Partnerships"), (ii) propose to enter into, directly or
indirectly, any merger or business combination
involving any of the Other Partnerships, (iii) make, or
in any way participate, directly or indirectly, in any
solicitation or proxies to vote, or seek to advise or
influence any person with respect to the voting of any
voting securities of any of the Other Partnerships,
(iv) form, join or otherwise participate in a "group"
(within the meaning of Section 13(d)(3) of the
Securities Exchange Act of 1934) with respect to any
voting securities of the Other Partnerships, (v)
disclose any intention, plan or arrangement
inconsistent with the foregoing, or (vi) loan money to,
advise, assist or encourage any person in connection
with any of the actions described in this sentence.
o High River shall extend the expiration date of the HR
Offers until September 12, 1995 and High River and
McNeil Partners shall issue a press release, which
announces such extension, on August 25, 1995 (the
"Press Release").
o McNeil Partners shall have the absolute right, from
time to time through the close of business on September
6, 1995, to require High River to extend and, upon
receipt of written notice from McNeil Partners, High
River shall unconditionally extend, effective at 9:00
a.m. on the next business day, the expiration date of
the HR Offers and High River shall, upon receipt of
such notice, issue a press release no later than the
next business day announcing such extension; provided,
however, under no circumstances shall McNeil Partners
have the right to require High River to extend the
expiration date of the HR Offers beyond September 20,
1995.
o High River shall, upon delivery of written notice to
McNeil Partners, have the absolute right to extend the
expiration date of the HR Offers beyond September 12,
1995 or such later date as is then the applicable
expiration date.
On August 25, McNeil Partners and High River issued the
Press Release, a copy of which is filed as Exhibit (a)(3) to this
Amendment No. 1, announcing the settlement discussions between
the parties and that the expiration date of the HR Offers was
extended until midnight, New York City time, on Tuesday,
September 12, 1995. The information contained in the Letter
Agreement and the Press Release is incorporated herein by
reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby supplemented by adding the following:
(a)(3) Form of Press Release issued by McNeil
Partners and High River on August 25,
1995.
(c)(4) Letter Agreement dated August 24, 1995
between McNeil Partners and High River.
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: August 25, 1995
MCNEIL PARTNERS, L.P.
General Partner of each of the Partnerships
By: McNeil Investors, Inc.
General Partner
By: /s/ Donald K. Reed
____________________________
Donald K. Reed
President
EXHIBIT INDEX
Exhibit Description Page
(a)(3) Form of Press Release issued by McNeil
Partners and High River on August 25,
1995.
(c)(4) Letter Agreement dated August 24, 1995
between McNeil Partners and High River.