0000950172-95-000375.txt : 19950925 0000950172-95-000375.hdr.sgml : 19950925 ACCESSION NUMBER: 0000950172-95-000375 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19950920 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MCNEIL REAL ESTATE FUND XX L P CENTRAL INDEX KEY: 0000750334 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 330050225 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D9/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48310 FILM NUMBER: 95574954 BUSINESS ADDRESS: STREET 1: 13760 NOEL RD SUITE 700 LB70 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 2144485800 MAIL ADDRESS: STREET 2: 13760 NOEL ROAD SUITE 700 LB 70 CITY: DALLAS STATE: TX ZIP: 75240 FORMER COMPANY: FORMER CONFORMED NAME: SOUTHMARK INCOME INVESTORS LTD DATE OF NAME CHANGE: 19920413 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. 5 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. 5) 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. 5 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 (the "Commission") on August 18, 1995, Amendment No. 1 to the Schedule 14D-9 filed with the Commission on August 25, 1995, Amendment No. 2 to the Schedule 14D-9 filed with the Commission on September 8, 1995, Amendment No. 3 to the Schedule 14D-9 filed with the Commission on September 13, 1995 and Amendment No. 4 to the Schedule 14D-9 filed with the Commission on September 18, 1995. Unless otherwise indicated, all capitalized terms used but not defined in this Amendment No. 5 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 (a)(4) attached hereto is incorporated herein by reference. ITEM 9. MATERIAL TO BE FILED AS EXHIBITS. Item 9 is hereby supplemented by adding the following: (a)(4) Form of Press Release issued by McNeil Partners on September 20, 1995. 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 20, 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)(4) Form of Press Release issued by McNeil Partners on September 20, 1995. EX-99 2 EXHIBIT (A)(4) Exhibit (a)(4) MCNEIL PARTNERS TERMINATES ICAHN DISCUSSIONS; MCNEIL CONTEMPLATING MAKING HIGHER OFFERS; FEW UNITS TENDERED TO ICAHN AFTER SIX WEEKS McNeil Partners, L.P. announced today that it has terminated settlement discussions with Carl. C. Icahn and High River Limited Partnership regarding unsolicited tender offers for ten California Limited Partnerships controlled by McNeil Partners. McNeil Partners is presently contemplating tender offers for Units of limited partnership interests of the Partnerships at prices higher than offered by Mr. Icahn. As of September 15, 1995, approximately six weeks after the offers were commenced by Mr. Icahn, an average of approximately 1% of the outstanding units of each Partnership has been tendered to Mr. Icahn, other than with respect to one Partnership. The Partnerships' agreements of limited partnership require McNeil Partners to start liquidating the Partnerships between August 1998 and March 1999. There can be no assurance that McNeil Partners will commence tender offers for the Partnerships. As of September 15, 1995, according to High River, only approximately 26 Units of McNeil Pacific Investors Fund 1972, 0 Units of McNeil Real Estate Fund V, Ltd., 446 Units of McNeil Real Estate Fund IX, Ltd., 495 Units of McNeil Real Estate Fund X, Ltd., 530.33 Units of McNeil Real Estate Fund XI, Ltd., 480 Units of McNeil Real Estate Fund XIV, Ltd., 579 Units of McNeil Real Estate Fund XV, Ltd., 255.8 Units of McNeil Real Estate Fund XX, L.P., 9,322 Units of McNeil Real Estate Fund XXIV, L.P. and 223,152 Units of McNeil Real Estate Fund XXV, L.P. had been tendered to High River.