-----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, FAQSyGbZycE+LhqB3mQ9usnrxndJwP4GdmA0y5Kc32v/RL3h46H8Yh7r0FPuT4Oz zCD+eU75rCCEkWvJ40K13Q== 0000916002-00-000007.txt : 20000207 0000916002-00-000007.hdr.sgml : 20000207 ACCESSION NUMBER: 0000916002-00-000007 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000204 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: 523373 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. 3) - -------------------------------------------------------------------------------- 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: $1,047 Filing party: Bond Purchase, L.L.C. Form or registration no.: Schedule 14D-1 Date filed: January 13, 2000 Schedule 14D-1/A January 28, 2000 (Continued on following pages) (Page 1 of 5 pages) 14D-1 Page 2 of 5 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. 3 TO SCHEDULE 14D-1 This Amendment No. 3 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 10. Additional Information. On February 3, 2000, Purchaser terminated and withdrew the Offer. Purchaser will be promptly returning all tendered Units to the tendering limited partners. The full text of a press release, dated February 3, 2000, issued by Purchaser with respect to the termination and withdrawal of the Offer is filed herewith as Exhibit (a)(6) and is incorporated by reference. ITEM 11. Material to be filed as Exhibits. 99.(a)(6) Press Release, dated February 3, 2000, issued by Purchaser. 3 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: February 3, 2000 BOND PURCHASE, L.L.C. By: /s/ David L. Johnson Name: David L. Johnson Title: Member 4 EXHIBIT INDEX EXHIBIT NO. TITLE 99.(a)(6) Text of Press Release issued by Bond Purchase, L.L.C. on February 3, 2000. 5 EX-99.(A)(6) 2 PRESS RELEASE FOR IMMEDIATE RELEASE BOND PURCHASE, L.L.C. WITHDRAWS TENDER OFFER FOR LIMITED PARTNER UNITS OF MCNEIL REAL ESTATE FUND XX, L.P. Kansas City, MO (February 3, 2000). Bond Purchase, L.L.C. today announced that it has terminated and withdrawn its $110 per Unit cash tender offer price for any and all outstanding limited partner units of McNeil Real Estate Fund XX, L.P. (the "Partnership"). Bond Purchase terminated and withdrew its tender offer as a result of the limited partners' approval of 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"). Bond Purchase's offer was conditioned upon the Whitehall Transaction not being approved. A special meeting of limited partners of the Partnership to vote on the Whitehall Transaction was held yesterday, February 2, 2000. Following the special meeting, McNeil Partners issued a press release indicating that the limited partners had approved the Whitehall Transaction. Bond Purchase's offer would have expired on February 11, 2000. Bond Purchase will be promptly returning to the tendering limited partners all units that were tendered pursuant to the offer. Contact: Bond Purchase, L.L.C. 1000 Main, Suite 2100 Kansas City, Missouri 64105 (816) 421-4670: phone (816) 221-1829: fax 1 -----END PRIVACY-ENHANCED MESSAGE-----