-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, m3Xl8gsXpPFfLMyGpdJta9MGEnCvjmzG0P5JIfiT9VrlQurV1ErLz22IuEJGvfp0 UbM/MkBXrOY6pOfunx7vpw== 0000898847-95-000004.txt : 19950901 0000898847-95-000004.hdr.sgml : 19950901 ACCESSION NUMBER: 0000898847-95-000004 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19950830 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: 95568715 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: [] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 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/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4) 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 24, 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 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. 4 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: In connection with the unsolicited tender offers being made by High River Limited Partnership, Riverdale Investors Corp., Inc., and Carl C. Icahn (the "Offerors"), MP entered into that certain Letter Agreement dated August 24, 1995, by and between MP and High River Limited Partnership filed as Exhibit 10.1 hereto and incorporated by reference herein. Item 6. Contracts, Arrangements, Understandings or ------------------------------------------ Relationships with Respect to Securities of the ----------------------------------------------- Issuer. ------ Exhibit 10.1 hereto is incorporated by reference herein. Item 7. Material to Be Filed as Exhibits. --------------------------------- Exhibit 10.1. Letter Agreement dated August 24, 1995, by and between MP and High River Limited Partnership. 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 29, 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 EXHIBIT INDEX ------------- Exhibit Description Page - ------- ------------ ---- 10.1 Letter Agreement dated 6 August 24, 1995, by and between McNeil Partners, L.P. and High River Limited Partnership. EX-10 2 Exhibit 10.1 ------------ August 24, 1995 Carl C. Icahn High River Limited Partnership 90 South Bedford Road Mt. Kisco, New York 10549 Ladies and Gentlemen: McNeil Partners, L.P. ("McNeil Partners"), is the general partner of each of 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. (collectively the "Partnerships"). High River Limited Partnership ("High River") has commenced tender offers (the "High River Offers") to acquire units of limited partnership interest ("Units") in each of the Partnerships pursuant to Offers to Purchase dated August 3, 1995 and the related Assignment of Partnership Interests (as supplemented and amended, the "Offers to Purchase"). The parties to this letter agreement (this "Letter Agreement") hereby agree that, except as otherwise hereafter agreed by the parties hereto: (1) 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 (which term shall include, without limitation, for purposes of this Letter Agreement other limited partnerships of which McNeil Partners is the general partner); (2) 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 attached hereto (the "Press Release") and (ii) not make any other statement (including making any telephone calls to limited partners) in respect of the High River Offers; (3) 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 (including making any telephone calls to limited partners) in respect of the High River Offers; (4) 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 (as determined by High River's counsel in its sole discretion), not to disclose any notes, analyses, compilations, studies, interpretations or other documents or materials furnished to High River in respect of such due diligence relating to or concerning McNeil Partners, the Partnerships or their affiliates (including any summaries or other documents prepared by High River) to any third party; (5) 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; (6) Until September 7, 1995, McNeil Partners and High River shall hold in abeyance (i) all proceedings in the litigation between the parties hereto 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; (7) 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 on Exhibit 1 attached hereto (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" (as such terms are used in the proxy rules of the Securities and Exchange Commission) 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, or (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; (8) High River shall extend the expiration date of the Offers to Purchase until September 12, 1995 and High River and McNeil Partners shall issue the Press Release, which announces such extension, on August 25, 1995; and (9) 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 Offers to Purchase 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 Offers to Purchase beyond September 20, 1995; (10) High River shall, upon delivery of written notice to McNeil Partners, have the absolute right to extend the expiration date of the Offers to Purchase beyond September 12, 1995 or such later date as is then the applicable expiration date; and (11) High River and McNeil Partners shall each use their best efforts to cooperate with the other to effect the matters set forth herein. Sincerely, McNeil Partners, L.P. By: McNeil Investors, Inc. /s/ Robert A. McNeil ----------------------------- Robert A. McNeil Chairman /s/ Carole J. McNeil ------------------------------ Carole J. McNeil Co-Chairman Consented and Agreed High River Limited Partnership By: Riverdale Investors Corp., Inc. /s/ Edward Mattner ------------------------------------- Edward Mattner President /s/ Carl C. Icahn - ------------------------------------------- Carl C. Icahn EXHIBIT 1 OTHER PARTNERSHIPS ------------------ McNeil Pension Investment Fund, Ltd. McNeil Real Estate Fund XII, Ltd. McNeil Real Estate Fund XXI, L.P. McNeil Real Estate Fund XXII, L.P. McNeil Real Estate Fund XXIII, L.P. McNeil Real Estate Fund XXVI, L.P. McNeil Real Estate Fund XXVII, L.P. -----END PRIVACY-ENHANCED MESSAGE-----