-----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, VW+sf6A9OM/hjpjriJcRME2DniqtbhJhPGrsSCsb8Ay+r6SbyFJEQmmwrhiT0wAt yt4huYASbzqFiscIgYeIVQ== 0000950172-96-000730.txt : 19961111 0000950172-96-000730.hdr.sgml : 19961111 ACCESSION NUMBER: 0000950172-96-000730 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19961108 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MCNEIL REAL ESTATE FUND XI LTD CENTRAL INDEX KEY: 0000318140 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF NONRESIDENTIAL BUILDINGS [6512] IRS NUMBER: 942669577 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D9/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48306 FILM NUMBER: 96656935 BUSINESS ADDRESS: STREET 1: 13760 NOEL ROAD STREET 2: SUITE 700 LB70 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 2144485800 MAIL ADDRESS: STREET 1: 13760 NOEL ROAD SUITE 700 LB70 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 14D9/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 14D9/A 1 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. 2) 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. MCNEIL REAL ESTATE FUND XIV, LTD. MCNEIL REAL ESTATE FUND XXVI, L.P. MCNEIL REAL ESTATE FUND XV, LTD. MCNEIL REAL ESTATE FUND XXVII, L.P. (NAME OF SUBJECT COMPANY) MCNEIL PARTNERS, L.P. (NAME OF PERSON FILING STATEMENT) Units of Limited Partnership Interests (TITLE OF CLASS OF SECURITIES) 582568 10 1 None 582568 20 0 582568 88 7 582568 30 9 582568 87 9 582568 88 7 None 582568 50 7 810481 (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) Copies to: Patrick J. Foye, Esq. Scott Wallace, Esq. SKADDEN, ARPS, SLATE, MEAGHER & FLOM HAYNES AND BOONE, L.L.P. 919 Third Avenue 901 Main Street, Suite 3100 New York, New York 10022 Dallas, Texas 75202 (212) 735-2274 (214) 651-5587 This Amendment No. 2 amends and supplements the following Items of the Solicitation/Recommendation Statements on Schedule 14D-9 of the Partnerships filed with the Securities and Exchange Commission on October 4, 1996, as amended (the "Schedules 14D-9"). Unless otherwise indicated, all capitalized terms used but not defined in this Amendment No. 2 have the meanings set forth in the Schedules 14D-9. ITEM 9. MATERIAL TO BE FILED AS EXHIBITS Items 9 is hereby supplemented by adding the following: (c)(11) Form of Letter to Unitholders. (c)(12) Form of Notice of Withdrawal. 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: November 8, 1996 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 (c)(11) Form of Letter to Unitholders. 5 (c)(12) Form of Notice of Withdrawal. 7 EX-99 2 EXHIBIT (C)(11) MCNEIL REAL ESTATE FUND XI, LTD. Question: [Did you see the] liquidation values [of the McNeil Partnerships] published ...? ICAHN: "I DIDN'T LOOK AT THEM AT ALL .... I DIDN'T LOOK AT IT BECAUSE I DIDN'T CARE. I FIGURED--" Question: You just throw out $150 million and you don't care? ICAHN: "75% OF LIQUIDATING VALUE IS GOOD ENOUGH FOR ME. THAT'S WHAT I WANT TO PAY. GOOD RETURN ON MY MONEY." Excerpt from cross-examination of Carl C. Icahn, October 2, 1996 Dear Unitholder: By now you should be very familiar with the name Carl C. Icahn. For more than a year, Mr. "GOOD RETURN ON MY MONEY" Icahn, and his affiliate, High River Limited Partnership, have attempted, through repeated "hostile" tender offers, litigation and bluster, to acquire control of McNeil Real Estate Fund XI, Ltd. (the "Partnership"). In this regard, they have repeatedly tried to buy your Units at prices below their values and made unfounded allegations about the Partnership and its General Partner. You should be aware that Mr. Icahn has a long record of this type of "VULTURE" investing -- that is, acquiring large blocks of Units at prices that are inadequate and not in the best interests of either the respective Partnership or Unitholders. He's now trying this same investment tactic with the Partnership. HE'S TRYING TO TAKE ADVANTAGE OF YOU BY CONVINCING YOU THAT THE UNITS ARE A BAD INVESTMENT, WHILE AT THE SAME TIME BUYING THEM FOR $104.50 PER UNIT, SIGNIFICANTLY LESS THAN THE RANGE OF PRESENT ESTIMATED LIQUIDATION VALUE DETERMINED BY AN INDEPENDENT FINAN- CIAL ADVISOR TO THE PARTNERSHIP. Mr. Icahn's own admission in his cross-examination on October 2 that he is offering only 75% of HIS OWN LOW-BALL ESTIMATE of the value of the Units, and thereby realizing a "good return" at YOUR expense, speaks for itself. IN FACT, MR. ICAHN'S OFFER PRICE IS ONLY BETWEEN 64.9% AND 68.8% OF THE PRESENT ESTIMATED LIQUIDATION VALUE OF THE UNITS DISCUSSED BELOW. * STATEMENTS MADE BY MR. ICAHN AND HIGH RIVER IN THEIR RECENT LETTER TO YOU ARE FALSE AND INTENTIONALLY MISLEADING. For instance, the amount of fees they claim McNeil Partners received includes money paid to affiliates of Southmark Corporation, an entity which is not affiliated with McNeil Partners and which filed for bankruptcy in 1989. McNeil Partners replaced Southmark as the General Partner in the early 1990's. At that time, Robert A. McNeil established a revolving credit facility which permitted the Partnership and other McNeil partnerships to borrow from the General Partner up to $5,000,000 in order to stabilize the Partner- ship and avoid a fire-sale of its assets in a depressed real estate market. Under the stewardship of a well-capitalized McNeil Partners since 1991, the Partnership's financial condition has recovered significantly from its pre-1991 condition. * Mr. Icahn is certainly not offering to buy your Units be- cause he thinks they are a bad investment. Fellow holders of 90.3% of the outstanding Units have chosen not to tender their Units as of November 1 and have rejected Mr. Icahn's offer. IF YOU ARE ONE OF THE FEW WHO HAVE TENDERED YOUR UNITS AND HAVE SECOND THOUGHTS ABOUT YOUR DECISION, WE HAVE INCLUDED FOR YOUR CONVENIENCE A FORM TO WITHDRAW YOUR TEN- DER. IN LIGHT OF ALL RELEVANT CIRCUMSTANCES, INCLUDING THE INDEPENDENT OPINION OF CROSSON DANNIS, INC. THAT MR. ICAHN'S OFFER PRICE IS INADEQUATE FROM A FINANCIAL POINT OF VIEW, THE PARTNERSHIP DETERMINED THAT THE OFFER IS INADEQUATE, NOT IN THE BEST INTER- ESTS OF EITHER THE PARTNERSHIP OR UNITHOLDERS AND WE STRONGLY RECOMMEND THAT YOU REJECT IT. We urge you to consider the following points in making your determination whether to reject the offer: THE PRESENT ESTIMATED LIQUIDATION VALUE FOR THE UNITS AS OF OCTOBER 3, 1996 IS BETWEEN $152 AND $161 PER UNIT. Crosson Dannis, Inc., an independent financial advisor to the Partner- ship, prepared an estimate of the present value (the "Present Estimated Liquidation Value") of a Unit based on the assumption that the Partnership completes an orderly liquidation by December 2001 (the "Liquidation"), during which time the Partnership will be distributing cash proceeds from the sale of the Partnership's properties as they are sold. The Present Estimated Liquidation Value represents Crosson Dannis' estimate of the present value of the gross cash distributions, approximately $251 per Unit, that a Unitholder would receive between now and the completion of the Liquidation. It should be noted that the Present Estimated Liquidation Value does not represent an estimate by Crosson Dannis of the fair market value of a Unit. OF COURSE, IN HIS LETTER TO UNITHOLDERS, MR. ICAHN FAILED TO ADDRESS THE PRESENT ESTIMATED LIQUIDATION VALUE OF THE UNITS. AS WE HAVE STATED BEFORE, THE PARTNERSHIP HAS DETERMINED TO BEGIN AN ORDERLY LIQUIDATION OF ALL THE PARTNERSHIP'S ASSETS. Although there can be no assurance as to the timing of any liquidation, it is anticipated that such liquidation would result in distribu- tions to all Unitholders of the cash proceeds from the sale of the Partnership's properties as they are sold and the dissolution of the Partnership followed by a liquidating distribution to all Unitholders before December 2001. THE PARTNERSHIP'S LIQUIDATION PLAN IS ONE OF THE MAJOR REASONS THAT THE UNITS ARE AN ATTRACTIVE INVESTMENT FOR MR. ICAHN -- IT GIVES HIM THE ABILITY TO MAKE -- IN HIS OWN WORDS -- A "GOOD RETURN" ON HIS MONEY FROM PURCHASING YOUR UNITS. ON OCTOBER 17, 1996, MCNEIL REAL ESTATE FUND XXVII, L.P. AN- NOUNCED THAT IT HAD RECEIVED AN UNSOLICITED OFFER FROM AN UNAF- FILIATED THIRD PARTY TO ACQUIRE ALL OUTSTANDING UNITS OF FUND XXVII AT $6.50 PER UNIT, WHICH IS 15% MORE THAN MR. ICAHN IS OFFERING FOR SUCH UNITS. After meeting with the offeror in Dallas and considering the $6.50 offer, the partnership rejected it as being inadequate because the Present Estimated Liquidation Value of Fund XXVII's Units is between $8.37 and $8.64 per Unit. UNITHOLDERS OF MCNEIL REAL ESTATE FUND V, LTD. WHO DID NOT TENDER THEIR UNITS TO MR. ICAHN ARE EXPECTED TO RECEIVE APPROXIMATELY 82% MORE THAN HIS 1995 OFFER PRICE FOR THEIR UNITS. Last August, Mr. Icahn offered $400 per unit for McNeil Real Estate Fund V, Ltd. Since then, Fund V distributed $83.40 cash to unitholders and, on September 10, 1996, holders of Fund V's units approved the liquidation and dissolution of Fund V, pursuant to which it is anticipated that all unitholders will receive a cash distribu- tion of approximately $643.07 per Unit, subject to reserves and adjustment. Although there can be no assurance that a similar result will occur with the Partnership or that any particular distribution per Unit will be obtained, THE LIQUIDATION AND DISSOLUTION OF FUND V PROVIDES SOLID SUPPORT FOR OUR VIEW THAT MR. ICAHN'S CURRENT OFFER PRICE FOR YOUR UNITS IS INADEQUATE AND NOT IN THE BEST INTERESTS OF EITHER THE PARTNERSHIP OR UNITHOLDERS AND WE STRONGLY RECOMMEND THAT YOU REJECT IT. IN THE EVENT YOU HAVE ANY QUESTIONS, PLEASE CONTACT THE HERMAN GROUP, INC. AT (800) 658-2007. Very truly yours, Donald K. Reed McNeil Partners, L.P. General Partner P.S. If you are one of the few who tendered your Units and have second thoughts about your decision, we have included a withdrawal form for your conve- nience. EX-99 3 EXHIBIT (C)(12) NOTICE OF WITHDRAWAL of Previously Assigned Units of Limited Partnership Interest of [Name of Partnership] to HIGH RIVER LIMITED PARTNERSHIP Pursuant to the Offer to Purchase Dated September 20, 1996, as Amended Tax Identification No: INSTRUCTIONS FOR WITHDRAWAL A written or facsimile transmission of a Notice of Withdrawal may be submitted at any time prior to the Expiration Date (or any extensions thereof) to the Depositary for the High River Limited Partnership Offer: To: IBJ Schroder Bank & Trust Company, Depositary By Mail By Courier or Hand Delivery P.O. Box 84 One State Street Bowling Green Station Attention: Securities Processing Attention: Reorganization Operations Window Department Subcellar One (SC-1) New York, New York 10274-0084 New York, New York 10004 By facsimile To Confirm by Telephone (212) 858-2611 (212) 858-2103 Please refer to the procedures for withdrawal set forth in Section 4, "Withdrawal Rights" in the Offer to Purchase To: IBJ Schroder Bank & Trust Company, Depositary Ladies/Gentlemen: Unless otherwise indicated in the box below, the units of limited partnership interest ("Units") of the Partnership as listed below which were previously tendered pursuant to the High River Limited Partnership Offer to Purchase dated September 20, 1996, as amended, are hereby withdrawn. Please return the tendered Unit certificate(s) and all rights with respect thereto promptly to the undersigned at the address listed above. Unless otherwise indicated, the number of Units being withdrawn are ALL of the Units tendered as printed (or marked) in the "Number of Units Withdrawn" column below. DESCRIPTION OF UNIT(S) WITHDRAWN AND SIGNATURE(S) OF UNITHOLDERS Partnership Number of Units Withdrawn REGISTERED OWNER(S) SIGNATURE BOX FIDUCIARY INFORMATION BOX (All Owners Must Sign) If tendered by the Registered Owners Complete this box only if listed above, please sign exactly as signing as a trustee, your name(s) is/are printed (or executor, administrator, corrected) above. For joint owners, guardian, attorney-in-fact, each joint owner must sign. Note: officer of a corporation The signatures of the persons or other person acting in a signing this Withdrawal Notice must fiduciary or representative be the same as those signing the capacity. Note: The signatures Assignment previously submitted in of the persons signing this every respect. Withdrawal Notice must be the same as those signing the Assignment previously submitted in every respect. X______________________________ (Signature of Owner) (Date) Name(s) and Capacity: ____________ ____________ X______________________________ Address: ____________ (Signature of Co-Owner) (Date) City, State, Zip: ____________ -----END PRIVACY-ENHANCED MESSAGE-----