0000950172-95-000343.txt : 19950915 0000950172-95-000343.hdr.sgml : 19950915 ACCESSION NUMBER: 0000950172-95-000343 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19950913 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: 95573555 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 SCHEDULE 14D9 - AMENDMENT NO. 3 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. 3) ________________ 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. 3 amends and supplements Items 3, 8 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 (the "Commission") on August 18, 1995, Amendment No. 1 to the Schedule 14D-9 filed with the Commission on August 25, 1995 and Amendment No. 2 to the Schedule 14D-9 filed with the Commission on September 8, 1995. Unless otherwise indicated, all capitalized terms used but not defined in this Amendment No. 3 have the meanings set forth in the Schedule 14D-9, as amended. ITEM 3. IDENTITY AND BACKGROUND. Item 3(b) is hereby supplemented by adding the following: The information set forth in Exhibit (c)(6) attached hereto is incorporated herein by reference. ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED. Item 8 is hereby supplemented by adding the following: On or about August 18, 1995, three individuals commenced an action in the Superior Court of the State of California for the County of Los Angeles (the "California Superior Court"), against McNeil Partners, McNeil Investors, McREMI, Robert A. McNeil, Carole J. McNeil, Donald K. Reed ("Reed") and Robert C. Irvine ("Irvine"), entitled James F. Schofield et al. v. McNeil Partners, L.P. et al., Case No. BC133799. The Schofield action is purportedly brought in part as a class action, on behalf of all the limited partners (the "Limited Partners") of 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., and in part as a derivative action on behalf of such Partnerships. The Schofield Complaint asserts that defendants have breached their fiduciary duties to the Limited Partners and have breached the partnership agreements of the aforementioned Partnerships by allegedly, inter alia, failing to maximize the value of such Partnerships, seeking to entrench themselves in the management of such Partnerships, and receiving excessive management and other fees from such Partnerships. The Complaint seeks, inter alia, an order directing defendants to discharge their fiduciary duties to such Partnerships and enjoining them from violating their fiduciary duties, as well as an award to plaintiffs and to such Partnerships of compensatory damages in an unspecified amount. On or about August 21, 1995, the same persons who filed the Schofield action in the California Superior Court filed another purported class-action and derivative Complaint in the United States District Court for the Southern District of New York, entitled James F. Schofield et al. v. McNeil Partners, L.P. et al, 95 Civ. 6711. The Schofield plaintiff's federal Com- plaint contains allegations similar to those of their California Complaint, together with a claim that defendants violated Sections 14(d) and 14(e) of the Securities Exchange Act of 1934, in that the Partnerships' Schedules 14D-9 filed on August 18, 1995 in connection with the HR Offers contained inadequate and incomplete information. On or about August 22, 1995, two individuals filed separate, but substantially identical, Complaints in the California Superior Court, entitled Warren Heller v. McNeil Partners L.P. et al., Case No. BC133957, and Alfred Napoletano v. McNeil Partners L.P. et al., Case No. BC133849. These Complaints are purportedly brought as class actions, on behalf of all the limited partners of the ten Partnerships, against defendants McNeil Partners, McNeil Investors, Robert McNeil, Carole McNeil and the ten Partnerships. Each of the Complaints alleges, in substance, that defendants breached their fiduciary duties to the limited partners by failing to maximize the value of the Partnerships. The Complaints seek, inter alia, an order directing defendants to fulfill their fiduciary duties and enjoining them from blocking any potential acquisition proposal for the Partnerships, and an award of damages in an unspecified amount. On or about August 23, 1995, an action was filed in the District Court of Dallas County, Texas, entitled Robert Lewis v. McNeil Partners, L.P. et al. The Original Petition is purportedly brought on behalf of a class consisting of all the limited partners of the ten Partnerships, against defendants McNeil Partners, McNeil Investors, Robert McNeil, Reed and Irvine. The Lewis Complaint alleges that defendants have breached their fiduciary duties and the partnership agreements of the Partnerships by failing to maximize the value of the Partnerships upon receipt of the HR Offers. The Complaint seeks, inter alia, an order directing defendants to take steps to maximize the price to be paid to limited partners for their units in the Partnerships. On or about September 7, 1995, the plaintiff in the Lewis action filed a motion for a temporary injunction to this effect, together with a request for a temporary restraining order prohibiting defendants from registering any change in the ownership of units in the Partnerships pending a hearing on the injunction motion. Each of the five actions described above is at a preliminary stage. Defendants have not yet responded to the Complaint or Petition in any of these actions. ITEM 9. MATERIAL TO BE FILED AS EXHIBITS. Item 9 is hereby supplemented by adding the following: (c)(6) Letter Agreement dated September 12, 1995 by and among Carl C. Icahn, High River, and McNeil Partners. 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: September 8, 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 (c)(6) Letter Agreement dated September 12, 1995 by and among Carl C. Icahn, High River and McNeil Partners. EX-99 2 Exhibit (c)(6) HIGH RIVER LIMITED PARTNERSHIP September 12, 1995 Robert A. McNeil Carole J. McNeil McNeil Partners, L.P. 13760 Noel Road, Suite 700 Dallas, Texas 75240 Dear Mr. and Mrs. McNeil: Reference is made to the letter agreement among the undersigned and McNeil Partners, L.P. dated August 24, 1995, as amended by the letter agreement among the undersigned and McNeil Partners, L.P., Inc. dated September 7, 1995 (the "August 24th Letter Agreement"). Capitalized term used but not defined herein shall have the meanings ascribed to them in the August 24th Letter Agreement. The parties to this letter agreement hereby agree that, except as otherwise hereafter agreed in writing by the such parties: 1. The August 24th Letter Agreement is hereby amended by substituting "September 15, 1995" for "September 12, 1995" in paragraphs 1, 2, 3, 5 and 6 of such August 24th Letter Agreement. 2. McNeil Partners shall have the absolute right, from time to time through 12 o'clock noon on September 14, 1995, to require High River to extend, and upon receipt of written notice from McNeil Partners, High River shall unconditionally extend, 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 28, 1995. 3. Each party to this letter agreement represents and warrants to the other party that during the period commencing upon the termination of its obligations under Paragraphs 1, 2, 3, 5 and 6 of the August 24th Letter Agreement (the "Obligations") and ending upon the execution of this letter agreement, it has not done any act which would have violated the Obligations had they been in effect at that time. 4. Notwithstanding Paragraph 5 of the August 24th Letter Agreement, McNeil Partners may, in its discretion, mail or cause to be mailed to limited partners of the Partnerships, the attached press release. 5. Nothing in this letter agreement shall be deemed to be, or shall be, a waiver by either party to this letter agreement of the respective rights under the August 24th Letter Agreement or the letter agreement dated September 7, 1995 among the undersigned and McNeil Partners. If the foregoing is acceptable to you, please so indicate by executing this letter in the space provided below. Very truly yours, High River Limited Partnership By: Riverdale Investors Corp., Inc. /s/ Edward E. Mattner _____________________________ Edward E. Mattner /s/ Carl C. Icahn __________________________ Carl C. Icahn Agreed and Accepted 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 CONTACT: D.F. King & Co., Inc. The Herman Group, Inc. (800) 628-8538 (800) 658-2007 FOR IMMEDIATE RELEASE HIGH RIVER TENDER OFFERS FOR MCNEIL LIMITED PARTNERSHIPS EXTENDED Dallas, Texas and New York, New York, September 12, 1995--High River Limited Partnership announced today that it has extended the expiration date of its tender offers (the "Tender Offers") for units of limited partnership interest in 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") until 12:00 midnight, New York City time, on September 25, 1995. High River and McNeil Partners, L.P., the general partner of each of the Partnerships ("McNeil Partners"), are currently engaged in settlement discussions which, among other things, may result in settlement of litigation with respect to the Tender Offers. No assurance can be given as to the outcome of those discussions. The Tender Offers are being made pursuant to the Offers to Purchase dated August 3, 1995, as amended and supplemented.