0000950172-95-000306.txt : 19950828 0000950172-95-000306.hdr.sgml : 19950828 ACCESSION NUMBER: 0000950172-95-000306 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19950825 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MCNEIL REAL ESTATE FUND XXIV LP CENTRAL INDEX KEY: 0000756427 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 742339537 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D9/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48316 FILM NUMBER: 95567214 BUSINESS ADDRESS: STREET 1: 13760 NOEL RD STE 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 EQUITY PARTNERS LTD DATE OF NAME CHANGE: 19920413 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MCNEIL PARTNERS LP CENTRAL INDEX KEY: 0000898847 STANDARD INDUSTRIAL CLASSIFICATION: [] 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. 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. 1) 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. 1 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 on August 18, 1995. Unless otherwise indicated, all capitalized terms used but not defined in this Amendment No. 1 have the meanings set forth in the Schedule 14D-9. ITEM 3. IDENTITY AND BACKGROUND. Item 3 is hereby supplemented by adding the following: On Thursday, August 24, McNeil Partners and High River entered into a letter agreement (the "Letter Agreement") which is filed as Exhibit (c)(4) to this Amendment No. 1 and is incorporated herein by reference. The Letter Agreement provides generally as follows: o 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. o 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 (as hereinafter defined) and (ii) not make any other statement in respect of the tender offers commenced by High River to acquire Units of each Partnership pursuant to the HR Offers (the "Tender Offers"). o 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 in respect of the Tender Offers. o 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, not to disclose any documents or materials furnished to High River in respect of such due diligence relating to or concerning McNeil Partners, the Partnerships or their affiliates to any third party. o 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. o Until September 7, 1995, McNeil Partners and High River shall hold in abeyance (i) all proceedings in the litigation between the parties 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. o 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 in the Letter Agreement (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 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, (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. o High River shall extend the expiration date of the HR Offers until September 12, 1995 and High River and McNeil Partners shall issue a press release, which announces such extension, on August 25, 1995 (the "Press Release"). o 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 HR Offers 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 HR Offers beyond September 20, 1995. o High River shall, upon delivery of written notice to McNeil Partners, have the absolute right to extend the expiration date of the HR Offers beyond September 12, 1995 or such later date as is then the applicable expiration date. On August 25, McNeil Partners and High River issued the Press Release, a copy of which is filed as Exhibit (a)(3) to this Amendment No. 1, announcing the settlement discussions between the parties and that the expiration date of the HR Offers was extended until midnight, New York City time, on Tuesday, September 12, 1995. The information contained in the Letter Agreement and the Press Release is incorporated herein by reference. ITEM 9. MATERIAL TO BE FILED AS EXHIBITS. Item 9 is hereby supplemented by adding the following: (a)(3) Form of Press Release issued by McNeil Partners and High River on August 25, 1995. (c)(4) Letter Agreement dated August 24, 1995 between McNeil Partners and High River. 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: August 25, 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)(3) Form of Press Release issued by McNeil Partners and High River on August 25, 1995. (c)(4) Letter Agreement dated August 24, 1995 between McNeil Partners and High River. EX-99 2 Exhibit (c)(4) 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. DRAFT CONTACT: The Herman Group, Inc. D.F. King & Co., Inc. (800) 658-2007 (800) 628-8538 FOR IMMEDIATE RELEASE HIGH RIVER TENDER OFFERS FOR MCNEIL LIMITED PARTNERSHIPS EXTENDED Dallas, Texas and New York, New York, August 24, 1995--High River Limited Partnership ("High River") today announced 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 12, 1995. High River and McNeil Partners, L.P., the general partner of each of the Partnerships ("McNeil Partners"), also announced that they 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. EX-99 3 Exhibit (a)(3) CONTACT: The Herman Group, Inc. D.F. King & Co., Inc. (800) 658-2007 (800) 628-8538 FOR IMMEDIATE RELEASE HIGH RIVER TENDER OFFERS FOR MCNEIL LIMITED PARTNERSHIPS EXTENDED Dallas, Texas and New York, New York, August 24, 1995--High River Limited Partnership ("High River") today announced 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 12, 1995. High River and McNeil Partners, L.P., the general partner of each of the Partnerships ("McNeil Partners"), also announced that they 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.