-----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, SVnjEMZHZeLqdNfJ6/MRBsgxL3Ax/sHr9B21wgaTfz5yeQJS86Y1+PDbfiQsgrOd +iuxPQwmjYnd3SOAbr2XWQ== 0000916002-00-000006.txt : 20000203 0000916002-00-000006.hdr.sgml : 20000203 ACCESSION NUMBER: 0000916002-00-000006 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000128 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: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-48310 FILM NUMBER: 515810 BUSINESS ADDRESS: STREET 1: 13760 NOEL RD STE 600 LB70 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 9724485800 MAIL ADDRESS: STREET 1: 13760 NOEL ROAD SUITE 600 LB 70 STREET 2: 13760 NOEL ROAD SUITE 600 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: BOND PURCHASE LLC CENTRAL INDEX KEY: 0001058983 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 431722871 STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 1100 MAIN STREET 2: SUITE 2100 CITY: KANSAS CITY STATE: MO ZIP: 64105 BUSINESS PHONE: 8164214670 SC 14D1/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 - -------------------------------------------------------------------------------- Schedule 14D-1 Tender Offer Statement Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934 (Amendment No. 2) - -------------------------------------------------------------------------------- MCNEIL REAL ESTATE FUND XX, L.P. (Name of Subject Company) BOND PURCHASE, L.L.C. (Bidder) UNITS OF LIMITED PARTNERSHIP INTEREST (Title of Class of Securities) ------------------------------------------------------------------------------- Bond Purchase, L.L.C. 1100 Main, Suite 2100 Kansas City, MO 64105 Copy to: Scott M. Herpich Lathrop & Gage L.C. 2345 Grand Blvd., Suite 2800 Kansas City, MO 64108 (816) 292-2000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Bidder) Calculation of Filing Fee - -------------------------------------------------------------------------------- Transaction Amount of Valuation* Filing Fee $5,225,770 $1,047 - -------------------------------------------------------------------------------- *For purposes of calculating the filing fee only. This amount assumes the purchase of 47,507 units of limited partnership interest ("Units") of the subject company for $100 per Unit in cash. [X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and date of its filing. Amount previously paid: $951 Filing party: Bond Purchase, L.L.C. Form or registration no.: Schedule 14D-1 Date filed: January 13, 2000 (Continued on following pages) (Page 1 of 6 pages) 14D-1 Page 2 of 6 Pages - -------------------------------------------------------------------------------- 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Bond Purchase, L.L.C. - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Sources of Funds (See Instructions) WC - -------------------------------------------------------------------------------- 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Item 2(e) or 2(f) [ ] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Missouri - -------------------------------------------------------------------------------- 7. Aggregate Amount Beneficially Owned by Each Reporting Person 2,004.68 Units of Limited Partnership Interest - -------------------------------------------------------------------------------- 8. Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares (See Instructions) [ ] - -------------------------------------------------------------------------------- 9. Percent of Class Represented by Amount in Row (7) 4.0% - -------------------------------------------------------------------------------- 10. Type of Reporting Person (See Instructions) PN 2 AMENDMENT NO. 1 TO SCHEDULE 14D-1 This Amendment No. 2 amends the Tender Offer Statement on Schedule 14D-1 filed with the Securities and Exchange Commission on January 13, 2000 by Bond Purchase, L.L.C., a Missouri limited liability company (the "Purchaser"), relating to the tender offer by the Purchaser to purchase all of the issued and outstanding units of limited partnership interest ("Units") of McNeil Real Estate Fund XX, L.P., a California limited partnership (the "Partnership"), to include the information set forth below. Terms not otherwise defined herein shall have the meaning ascribed to them in the Schedule 14D-1 and the Offer to Purchase. ITEM 3. PAST CONTRACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY. On Sunday night, January 23, 2000, Mr. Ralph C. Walker, an attorney representing the one-man Special Committee representing the Limited Partners, called David L. Johnson to ask whether or not the Purchaser would raise its tender offer price by 12 o'clock the next day based on the higher price to be offered pursuant to the Merger Proposal by the Acquiror. Mr. Johnson indicated that the Purchaser was not willing to make a decision so quickly and asked that Mr. Walker disclose what the increased Merger Proposal price was going to be and also asked that a fair bidding process be set up that would allow the Purchaser access to the books and records of the Partnership. In addition, Mr. Johnson asked Mr. Walker to cause the Partnership to give the Purchaser the details on the vote count on the Merger Proposal at the meeting that had been scheduled for January 21, 2000. Mr. Walker indicated that he was not in a position to speak to these issues. On January 25, 2000, Mr. Johnson, on behalf of the Purchaser, sent a letter to Mr. Walker reiterating these requests. Mr. Johnson also indicated that he did not believe that the Special Committee was acting in the best interest of the Limited Partners, which should be to obtain a higher price for the Units. The Purchaser has also filed a lawsuit to disclose the vote of another limited partnership affiliated with the General Partner, McNeil Real Estate Fund XXI, L..P., as well as seeking injunctive relief to enjoin the merger of the limited partnership. The Purchaser is also requesting the General Partner to hold a meeting of the limited partners of two privately held partnerships that are affiliated with the General Partner (Hearth Hollow Associates, L.P. and McNeil Midwest Properties, L.P.) to remove the General Partner. The meetings for the merger proposals for these two private partnership were postponed to February 2, 2000. ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. (a)-(b) The Purchaser has not escrowed any additional funds to satisfy the additional amount of funds necessary if all of the outstanding Units of the Partnership were tendered based on the 3 increased Purchase Price. The Purchaser has sufficient working capital to satisfy the additional funds needed. In addition, Limited Partners holding over five percent (5%) of the Units have indicated that they do not intend to tender their Units. ITEM 10. ADDITIONAL INFORMATION (e) Bond Purchase has filed for leave to amend their petition against the General Partner. The amended petition requests access to the Partnership's books and records and asserts claims against the General Partner for breach of fiduciary duty, inadequate sales price and conflicts of interest. The Purchasers also requested that a receivership be set up for the Partnership. In addition, Bond Purchase has filed a petition requesting that the General Partner disclose the vote for the meeting that was to be held on January 21, 2000. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. 99.(a)(4) Letter, dated January 25, 2000, from Bond Purchase, L.L.C. to the holders of Units. 99.(a)(5) Text of Press Release issued by Bond Purchase, L.L.C. on January 26, 2000. 4 SIGNATURES After due 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: January 27, 2000 BOND PURCHASE, L.L.C. By: /s/ David L. Johnson Name: David L. Johnson Title: Member 5 EXHIBIT INDEX EXHIBIT NO. TITLE 99.(a)(4) Letter, dated January 25, 2000, from Bond Purchase, L.L.C. to the holders of Units. 99.(a)(5) Text of Press Release issued by Bond Purchase, L.L.C. on January 26, 2000. 6 EX-99.(A)(4) 2 [Bond Purchase Letterhead] BOND PURCHASE, LLC 1100 Main, Suite 2100 o Kansas City, MO 64105 P.O. Box 26730 o Kansas City, MO 64196 (816) 421-4670 o FAX (816) 221-1829 TO: Limited Partners of McNeil Real Estate Fund XX, L.P. FROM: Bond Purchase, L.L.C. DATE: January 25, 2000 RE: Tender Offer/Whitehall Merger Transaction Dear Limited Partner: You should have received from us an offer to buy all of the outstanding limited partner units in McNeil Real Estate Fund XX, L.P. at a price of $100 per unit. Today, we have decided to increase our cash tender offer price from $100 per unit to $110 per unit. All limited partners who have previously tendered will automatically receive $110 per unit if the offer is consummated. The offer will expire at 12 p.m. EDT on February 11, 2000, unless extended. McNeil Partners, L.P., the general partner of McNeil Real Estate Fund XX is currently soliciting proxies in connection with a Proxy Statement it sent you in December 1999 in connection with a merger with Whitehall Street Real Estate Limited Partnership XI. McNeil Partners and the special committee supposedly representing the interests of the limited partners had previously claimed $92 per unit was a "Fair Price." In light of our tender offer at a higher price, they have (i) postponed the meeting to vote on the Whitehall merger proposal originally scheduled for January 21, 2000 to February 2, 2000 and (ii) raised their "fair price" that limited partners would receive pursuant to the Whitehall transaction from $92 to $105 per unit. As a result of this increased offer, we now are offering $110 per unit. Be advised, we have filed a lawsuit against McNeil arising out of this transaction which includes a count for breach of fiduciary duty. Also, be advised, we made our offer despite McNeil's refusal to provide us any access to the books and records on the property held by the partnership. Our current general partner has thwarted our attempts to offer the highest possible price by initially refusing to disclose a list of the limited partners. The general partner refused to turn over a list of limited partners so we could communicate our higher offer directly until ordered to do so by a court. Please be aware that our tender offer is conditioned on the Whitehall merger not being approved by limited partners holding a majority of the limited partner units. Our offer is also conditioned upon receiving at least twenty-five percent (25%) of the limited partner units. We believe our tender offer is more fair to you as it provides you with the option to stay in the partnership. If you would like to liquidate your position with McNeil XX, you can tender to us and receive $5 per unit more than under the current Whitehall proposal. If you do not wish to liquidate your position in McNeil XX at this time for economic, tax or other reasons, we do not intend to propose a second-step merger to cash each of you out as is the case with the Whitehall transaction. In this case, if you do not tender your units to us and the merger proposal is not approved, you remain a limited partner. Therefore, if you desire to tender your units to us at $110 per unit or desire to remain a limited partner of McNeil XX, we suggest you withdraw your proxy if you have already voted in favor of the Whitehall merger or continue to abstain from voting. This press release is neither an offer to purchase nor a solicitation of an offer to sell any shares of Bond Purchase. The offer is made solely by our Offer to Purchase dated January 13, 2000 and the related letter of transmittal previously sent to you. Georgeson & Co. is serving as information agent for the offer. Questions and requests for assistance with respect to our tender offer may be directed to us at 1100 Main, Suite 2100, Kansas City, Missouri 64105, 816- 421-4670 (phone) or 816- 221-1829 (fax). Sincerely, Bond Purchase, L.L.C. 2 EX-99.(A)(5) 3 PRESS RELEASE FOR IMMEDIATE RELEASE BOND PURCHASE, L.L.C. ANNOUNCES INCREASED PER UNIT PRICE OF $110 FOR TENDER OFFER FOR LIMITED PARTNER UNITS OF MCNEIL REAL ESTATE FUND XX, L.P. Kansas City, MO (January 26, 2000). Bond Purchase, L.L.C. today announced that it has increased its cash tender offer price for any and all outstanding limited partner units of McNeil Real Estate Fund XX, L.P. (the "Partnership") from $100 per unit to $110 per unit. Bond Purchase commenced its tender offer on January 13, 2000. The offer will expire at 12 p.m. EDT on February 11, 2000, unless extended. Bond Purchase's offer provides the Partnership's limited partners a $10 per unit increase, representing a 10% increase over the original cash tender offer price and a 4.8% premium over the price to be paid pursuant to the merger proposed by the general partner of the Partnership, McNeil Partners, L.P. pursuant to an acquisition agreement entered into by McNeil Partners and WXI/McNeil Realty, L.L.C. (the "Whitehall Transaction"). McNeil Partners recently announced an increase of the price to be paid in the Whitehall Transaction from $92 to $105 per unit in response to Bond Purchase's tender offer. McNeil Partners has scheduled a special meeting of limited partners of the Partnership to vote on the Whitehall Transaction for Wednesday, February 2, 2000. Bond Purchase said that the offer is conditioned upon, among other things, the tender to Bond Purchase of approximately 25% of the Partnership's limited partner units and the Whitehall Transaction not being approved. All limited partners who have previously tendered will automatically receive $110 per unit if the offer is consummated. Georgeson & Co. is serving as information agent for the offer. This press release is neither an offer to purchase nor a solicitation of an offer to sell any shares of Bond Purchase. The offer is made solely by Bond Purchase's Offer to Purchase dated January 13, 2000 and the related letter of transmittal. Contact: Bond Purchase, L.L.C. 1000 Main, Suite 2100 Kansas City, Missouri 64105 (816) 421-4670: phone (816) 221-1829: fax -----END PRIVACY-ENHANCED MESSAGE-----