-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HqTOxdwXaaFedbL4qHYz8S9g465gYveHdjfI5ORQVA5x0YbZCfjqFPLK9g0nDumJ N4VPUKEHy8JAV8BcMdOX1g== 0000898847-95-000002.txt : 20030212 0000898847-95-000002.hdr.sgml : 20030212 19950821172235 ACCESSION NUMBER: 0000898847-95-000002 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19950821 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MCNEIL REAL ESTATE FUND IX LTD CENTRAL INDEX KEY: 0000276326 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF NONRESIDENTIAL BUILDINGS [6512] IRS NUMBER: 942491437 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39644 FILM NUMBER: 95565673 BUSINESS ADDRESS: STREET 1: 13760 NOEL RD STE 700 STREET 2: LB70 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 2144485800 MAIL ADDRESS: STREET 1: 13760 NOEL ROAD SUITE 700 LB 70 CITY: DALLAS STATE: TX ZIP: 75240 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MCNEIL PARTNERS LP CENTRAL INDEX KEY: 0000898847 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 13760 NOEL ROAD STREET 2: SUITE 700 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 2144485800 MAIL ADDRESS: STREET 1: 13760 NOEL ROAD STREET 2: SUITE 700 CITY: DALLAS STATE: TX ZIP: 75240 SC 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) McNEIL REAL ESTATE FUND IX, LTD. - -------------------------------------------------------------------------------- (Name of Issuer) Units of Limited Partnership Interests - -------------------------------------------------------------------------------- (Title of Class of Securities) Not Applicable - -------------------------------------------------------------------------------- (CUSIP Number) Donald K. Reed, McNeil Investors, Inc. 13760 Noel Road, Suite 700, Dallas, Texas 75240, (214) 448-5800 - -------------------------------------------------------------------------------- (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 August 18, 1995 -------------------------------------------------------- (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 the 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 five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *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). SCHEDULE 13D Page 2 of 5 Pages CUSIP No. Not Applicable 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON McNeil Partners, L.P. See also Item 2. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ___ (b) ___ 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ____ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH - ------------------------------------------------------------------ 7 SOLE VOTING POWER NUMBER McNeil Partners, L.P. - 5,715.00 Units See also Item 5. 8 SHARED VOTING POWER See also Item 5. 9 SOLE DISPOSITIVE POWER McNeil Partners, L.P. - 5,715.00 Units See also Item 5. 10 SHARED DISPOSITIVE POWER Voting and dispositive power is exercised on behalf of McNeil Partners, L.P. by its general partner, McNeil Investors, Inc., a Delaware corporation. 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,715.00 Units of Limited Partnership Interest 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ___ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.2% 14 TYPE OF REPORTING PERSON* PN AMENDMENT NO. 3 TO SCHEDULE 13D ------------------------------- The Schedule 13D relating to Units of Limited Partnership interest ("Units") and McNeil Real Estate Fund IX, Ltd., a California limited partnership ("Issuer") as filed by McNeil Partners, L.P. ("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 2. Identity and Background. ------------------------ The fourth paragraph of Item 2 is amended to read in its entirety as follows: The following information is provided with respect to natural persons who are executive officers, directors or controlling persons of Investors, the general partner of MP: (a) Robert C. Irvine and Donald K. Reed are executive officers; Robert A. McNeil, Carole J. McNeil and Donald K. Reed are directors; Robert A. McNeil and Carole J. McNeil are Co-Chairmen of the Board. (b) The business address of each person listed above is 13760 Noel Road, Suite 700, Dallas, Texas 75240. (c) The principal occupation or employment of each person listed above is: Robert C. Irvine - Vice President and Secretary of Investors Robert A. McNeil - Director and Co- Chairman of the Board of Investors Carole J. McNeil - Co-Chairman of the Board of Investors Donald K. Reed - Chief Executive Officer, President and Director of Investors (d)-(e) During the last five years, to the best knowledge of MP and Robert A. McNeil, none of the persons listed in (a) above, (i) have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Each person listed above in (a) is a citizen of the United States. Item 4. Purpose of Transaction. ----------------------- Item 4 is hereby amended by adding the following thereto: In response to the unsolicited tender offers being made by High River Limited Partnership, Riverdale Investors Corp., Inc., and Carl C. Icahn (the "Offerors"), MP is exploring various possible alternative courses of action which might be available, including discussions and negotiations with other parties which are considering joining MP or its affiliates in making tender offers for the Units of ten publicly-held real estate limited partnerships, including the Units, at prices per unit in excess of the respective prices offered by the Offerors. MP currently serves as the general partner of the ten real estate limited partnerships referenced in the preceding sentence. There can be no assurances that such offers will be commenced or, if commenced, consummated. Item 7. Material to Be Filed as Exhibits. --------------------------------- Exhibit 99.1 hereto includes the original Schedule 13D filing of McNeil Partners, L.P. dated October 7, 1992 (the "Original Schedule 13D"); Amendment No. 1 to the Original Schedule 13D dated October 29, 1993; and Amendment No. 2 to the Original Schedule 13D dated March 28, 1994. SIGNATURE After reasonable inquiry 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 21, 1995. McNEIL PARTNERS, L.P. By: McNeil Investors, Inc. its general partner By: /s/ Donald K. Reed --------------------------------------- Donald K. Reed President /s/ Robert A. McNeil ------------------------------------------------- Robert A. McNeil EX-99 2 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 McNEIL REAL ESTATE FUND IX, LTD. - -------------------------------------------------------------------------------- (Name of Issuer) Units of Limited Partnership Interest - -------------------------------------------------------------------------------- (Title of Class of Securities) Not Applicable - -------------------------------------------------------------------------------- (CUSIP Number) Bruce A. Schnitz, McNeil Investors, Inc. 13760 Noel Road, Suite 700, Dallas, Texas 75240, (214) 448-5800 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copies to: Peter M. Fass, Esq. Kaye, Scholer, Fierman, Hays & Handler 425 Park Avenue New York, New York 10022 (212) 836-8000 August 1, 1992 ------------------------------------------------------- (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. __X__ (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.) SCHEDULE 13D Page 2 of 5 Pages CUSIP No. Not Applicable Applicable 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON McNeil Partners, L.P. See also Item 2. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ____ (b) ____ 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) _____ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER McNeil Partners, L.P. - 5,725.00 Units See also Item 5. 8 SHARED VOTING POWER See Item 5.* 9 SOLE DISPOSITIVE POWER McNeil Partners, L.P. - 5,725.00 Units See also Item 5. 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. 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,725.00 Units of Limited Partnership Interest 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ___ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.2% 14 TYPE OF REPORTING PERSON* PN Item 1. Security and Issuer. -------------------- The class of equity securities to which this statement relates is Units of Limited Partnership Interest ("Units") of McNeil Real Estate Fund IX, Ltd., a California limited partnership ("Issuer"). The principal executive offices of Issuer are located at 13760 Noel Road, Suite 700, Dallas, Texas 75240. Item 2. Identity and Background. ------------------------ This statement is being filed by McNeil Partners, L.P. ("MP"). MP is a limited partnership organized under the laws of the state of Delaware and is the sole general partner of Issuer. The principal executive offices of MP are located at 13760 Noel Road, Suite 700, Dallas, Texas 75240. The general partner of MP is McNeil Investors, Inc., a Delaware corporation ("Investors"). All of the issued and outstanding shares of Investors are beneficially owned by Robert A. McNeil. Mr. McNeil is also the sole limited partner of MP. During the last five years, to the best knowledge of MP, neither MP nor its general partner or any director or executive officer of its general partner (a) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (b) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding is or was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws. The following information is provided with respect to natural persons who are executive officers, directors or controlling persons of Investors, the general partner of MP: (a) Robert C. Irvine, Egon H. Kraus, Bruce A. Schnitz and Daniel Spears are executive officers; Egon H. Kraus, Robert A. McNeil and Bruce A. Schnitz are directors; Robert A. McNeil is Chairman of the Board. (b) The business address of each person listed above is 13760 Noel Road, Suite 700, Dallas, Texas 75240. (c) The principal occupation or employment of each person listed above is: Robert C. Irvine - Vice President of Investors Egon H. Kraus - Vice President, Treasurer and Director of Investors Robert A. McNeil - Director and Chairman of the Board of Investors Bruce A. Schnitz - President, Secretary and Director of Investors Daniel Spears - Vice President and Assistant Secretary of Investors (d)-(e) During the last five years, to the best knowledge of MP and Robert A. McNeil, none of the persons listed in (a) above, (i) have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Each person listed above in (a) is a citizen of the United States. Item 3. Source and Amount of Funds or Other Consideration. -------------------------------------------------- As of August 1, 1992, MP purchased on the open market 514 Units of Issuer for a price of $110.00 per Unit. MP used its existing working capital to purchase the Units. Additionally, affiliates of MP had previously acquired from time to time an aggregate of 5211 Units of Issuer, which Units were transferred for bookkeeping purposes to MP as of January 1, 1992. Such purchases were made by such affiliates at various prices and were purchased using existing working capital. Item 4. Purpose of Transaction. ----------------------- The Units were acquired by MP for investment purposes. MP does not have any plans or proposals with respect to the purchase of Units of the Issuer that relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer. ------------------------------------- (a) The aggregate number of Units owned by MP is 5725.00, which is 5.2% of the class of the securities identified pursuant to Item 1. (b) MP has the sole power to vote and to dispose of the 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. (c) See Item 3. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or ------------------------------------------ Relationships with Respect to Securities of the Issuer. ------------------------------------------------------- None. Item 7. Material to be Filed as Exhibits. --------------------------------- None. 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: October 7, 1992 McNEIL PARTNERS, L.P. By: McNeil Investors, Inc., general partner By: /s/ Bruce A. Schnitz -------------------------------------- Name: Bruce A. Schnitz Title: President /s/ Robert A. McNeil -------------------------------------------- Robert A. McNeil SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) McNEIL REAL ESTATE FUND IX, LTD. - -------------------------------------------------------------------------------- (Name of Issuer) Units of Limited Partnership Interests - -------------------------------------------------------------------------------- (Title of Class of Securities) Not Applicable - -------------------------------------------------------------------------------- (CUSIP Number) Donald K. Reed, McNeil Investors, Inc. 13760 Noel Road, Suite 700, Dallas, Texas 75240, (214) 448-5800 - -------------------------------------------------------------------------------- (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 October 29, 1993 ------------------------------------------------------- (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.) SCHEDULE 13D Page 2 of 5 Pages CUSIP No. Not Applicable 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON McNeil Partners, L.P. See also Item 2. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ____ (b) ____ 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ____ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER McNeil Partners, L.P. - 5,715.00 Units See also Item 5. 8 SHARED VOTING POWER See Item 5.* 9 SOLE DISPOSITIVE POWER McNeil Partners, L.P. - 5,715.00 Units See also Item 5. 10 SHARED DISPOSITIVE POWER * Voting and dispositive power is exercised on behalf of McNeil Partners, L.P. by its general partner, McNeil Investors, Inc., a Delaware corporation. 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,715.00 Units of Limited Partnership Interest 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES __ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.2% 14 TYPE OF REPORTING PERSON* PN AMENDMENT NO. 1 TO SCHEDULE 13D ------------------------------- The Schedule 13D relating to Units of Limited Partnership interest ("Units") and McNeil Real Estate Fund IX, Ltd., a California limited partnership ("Issuer") as filed by McNeil Partners, L.P. ("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 2. Identity and Background. ------------------------ The fourth paragraph of Item 2 is amended to read in its entirety as follows: The following information is provided with respect to natural persons who are executive officers, directors or controlling persons of Investors, the general partner of MP: (a) Robert C. Irvine, Egon H. Kraus and Donald K. Reed are executive officers; Egon H. Kraus, Robert A. McNeil, Carole J. McNeil and Donald K. Reed are directors; Robert A. McNeil and Carole J. McNeil are Co-Chairmen of the Board. (b) The business address of each person listed above is 13760 Noel Road, Suite 700, Dallas, Texas 75240. (c) The principal occupation or employment of each person listed above is: Robert C. Irvine - Vice President and Secretary of Investors Egon H. Kraus - Vice President, Treasurer and Director of Investors Robert A. McNeil - Director and Co-Chairman of the Board of Investors Carole J. McNeil - Co-Chairman of the Board of Investors Donald K. Reed - President and Director of Investors (d)-(e) During the last five years, to the best knowledge of MP and Robert A. McNeil, none of the persons listed in (a) above, (i) have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Each person listed above in (a) is a citizen of the United States. Item 4. Purpose of Transaction. ----------------------- Item 4 is hereby amended by adding the following thereto: On October 29, 1993, Robert A. McNeil announced that he had entered into preliminary discussions with various parties regarding obtaining financing for the possible cash acquisition by Mr. McNeil of all or a portion of limited partnership interests of 17 publicly-held real estate limited partnerships for which MP currently serves as general partner, including the Units. Neither the terms nor the timing of any such acquisitions have been determined at this time. SIGNATURE After reasonable inquiry to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: October 29, 1993. McNEIL PARTNERS, L.P. By: McNeil Investors, Inc. its general partner By: /s/ Don Reed ------------------------------------------ Don Reed President /s/ Robert A. McNeil ---------------------------------------------------- Robert A. McNeil SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) McNEIL REAL ESTATE FUND IX, LTD. - -------------------------------------------------------------------------------- (Name of Issuer) Units of Limited Partnership Interests - -------------------------------------------------------------------------------- (Title of Class of Securities) Not Applicable - -------------------------------------------------------------------------------- (CUSIP Number) Donald K. Reed, McNeil Investors, Inc. 13760 Noel Road, Suite 700, Dallas, Texas 75240 (214) 448-5800 - -------------------------------------------------------------------------------- (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 March 28, 1994 - -------------------------------------------------------------------------------- (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.) SCHEDULE 13D Page 2 of 4 Pages CUSIP No. Not Applicable 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON McNeil Partners, L.P. See also Item 2. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) _____ (b) _____ 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ____ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER NUMBER McNeil Partners, L.P. - 5,715.00 Units See also Item 5. 8 SHARED VOTING POWER See Item 5.* 9 SOLE DISPOSITIVE POWER McNeil Partners, L.P. - 5,715.00 Units See also Item 5. 10 SHARED DISPOSITIVE POWER * Voting and dispositive power is exercised on behalf of McNeil Partners, L.P. by its general partner, McNeil Investors, Inc., a Delaware corporation. 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,715.00 Units of Limited Partnership Interest 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES __ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.2% 14 TYPE OF REPORTING PERSON* PN AMENDMENT NO. 2 TO SCHEDULE 13D ------------------------------- The Schedule 13D relating to Units of Limited Partnership interest ("Units") and McNeil Real Estate Fund IX, Ltd., a California limited partnership ("Issuer") as filed by McNeil Partners, L.P. ("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. ----------------------- Item 4 is hereby amended by adding the following thereto: On March 28, 1994 Robert A. McNeil announced that he had suspended discussions originally announced October 29, 1993 regarding obtaining financing for the possible cash acquisition by Mr. McNeil of all or a portion of limited partnership interests of 17 publicly-held real estate limited partnerships for which MP currently serves as general partner, including the Units. SIGNATURE After reasonable inquiry to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: March 28, 1994. McNEIL PARTNERS, L.P. By: McNeil Investors, Inc. its general partner By: /s/ Don Reed --------------------------------------- Don Reed President /s/ Robert A. McNeil -------------------------------------------------- Robert A. McNeil -----END PRIVACY-ENHANCED MESSAGE-----