0000950172-95-000365.txt : 19950919 0000950172-95-000365.hdr.sgml : 19950919 ACCESSION NUMBER: 0000950172-95-000365 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19950918 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: 95574531 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: [] 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. 4 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. 4) 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. 4 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 and Amendment No. 3 to the Schedule 14D-9 filed with the Commission on September 13, 1995. Unless otherwise indicated, all capitalized terms used but not defined in this Amendment No. 4 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)(7) attached hereto is incorporated herein by reference. ITEM 9. MATERIAL TO BE FILED AS EXHIBITS. Item 9 is hereby supplemented by adding the following: (c)(7) Letter from McNeil Partners to Carl C. Icahn dated September 17, 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 18, 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)(7) Letter from McNeil Partners to Carl C. Icahn dated September 17, 1995. EX-99 2 Exhibit (c)(7) McNeil Partners, L.P. 13760 Noel Road, Suite 700 Dallas, TX 75240 September 17, 1995 PERSONAL AND CONFIDENTIAL Carl C. Icahn High River Limited Partnership 90 South Bedford Road Mt. Kisco, New York 10549 Reference is made to that certain Letter Agreement dated August 24, 1995 among High River Limited Partnership ("High River"), Carl C. Icahn and McNeil Partners, L.P. ("McNeil Partners") (the "August 24 Letter Agreement"), as amended by those certain Letter Agreements dated September 7, 1995, September 12, 1995 and September 15, 1995 (the "September 15 Letter Agreement") among High River, Carl C. Icahn and McNeil Partners. Pursuant to paragraph 2 of the September 15 Letter Agreement, McNeil Partners hereby directs High River to extend each of the expiration dates of the Offers to Purchase (as defined in the August 24 Letter Agreement) until October 2, 1995. As you know, pursuant to paragraph 2 of the September 15 Letter Agreement, High River is required to issue a press release announcing such extensions no later than tomorrow. Sincerely, McNeil Partners, L.P. By: McNeil Investors, Inc., its general partner By: /s/ Donald K. Reed Donald K. Reed President