-----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, Ql4YVoDPMpLtAQxxX86wEElPZbEmp1tYGUB3GwyP7YQS4B8vI1g3HvTAVilxa197 Ga2kOHBsjlyhLbAdr7USPA== 0000950130-00-000213.txt : 20000203 0000950130-00-000213.hdr.sgml : 20000203 ACCESSION NUMBER: 0000950130-00-000213 CONFORMED SUBMISSION TYPE: SC 13E3/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000126 GROUP MEMBERS: MCNEIL INVESTORS, INC. GROUP MEMBERS: MCNEIL PARTNERS, L.P. GROUP MEMBERS: MCNEIL REAL ESTATE FUND XX L P GROUP MEMBERS: ROBERT A. MCNEIL GROUP MEMBERS: WHITEHALL STREET REAL ESTATE LMT PAT XI GROUP MEMBERS: WXI/MCN REALTY L.L.C. GROUP MEMBERS: WXI/MNL REAL ESTATE, L.L.C 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 13E3/A SEC ACT: SEC FILE NUMBER: 005-48310 FILM NUMBER: 513017 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: 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 13E3/A 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 SC 13E3/A 1 AMENDMENT NO.2 TO SCHEDULE 13E-3 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 2 TO THE SCHEDULE 13E-3 Rule 13e-3 Transaction Statement (Pursuant to Section 13(e) of the Securities Exchange Act of 1934) McNeil Real Estate Fund XX, L.P. --------------------------------------- (Name of Issuer) McNeil Real Estate Fund XX, L.P. McNeil Partners, L.P. McNeil Investors, Inc. Robert A. McNeil WXI/McN Realty L.L.C. WXI/MNL Real Estate, L.L.C. Whitehall Street Real Estate Limited Partnership XI --------------------------------------- (Name of Person(s) Filing Statement) Units of Limited Partnership Interest --------------------------------------- (Title of Class of Securities) N/A --------------------------------------- (CUSIP Number of Class of Securities) Ron K. Taylor President McNeil Investors, Inc. 13760 Noel Road, Suite 600 Dallas, Texas 75240 (972) 448-5800 --------------------------------------- (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications on Behalf of Person(s) Filing Statement) with a copy to:
Martha E. McGarry, Esq. Gary Israel, Esq. W. Scott Wallace, Esq. Skadden, Arps, Slate, Sullivan & Cromwell Haynes & Boone, LLP Meagher & Flom LLP 125 Broad Street 901 Main Street, Suite 3100 Four Times Square New York, New York 10004 Dallas, Texas 75202 New York, New York 10036 (212) 558-4000 (214) 651-5000 (212) 735-3000
This statement is filed in connection with (check the appropriate box): (a) [X] The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934. (b) [ ] The filing of a registration statement under the Securities Act of 1933. (c) [ ] A tender offer. (d) [ ] None of the above. Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: [ ] Calculation of Filing Fee - ------------------------------------------------------------------------------- Transaction Amount of valuation* Filing Fee** - ------------------------------------------------------------------------------- $ 3,713,400 $ 742.68 - ------------------------------------------------------------------------------- * For purposes of calculating the filing fee only. This calculation assumes the exchange of 49,512 units of limited partner interest in the Issuer at $75.00 per unit in cash. ** The amount of the filing fee, calculated in accordance with Rule 0-11(c) of the Securities Exchange Act of 1934, as amended, equals 1/50th of one percent of the aggregate value of cash exchanged for such units. [X] Check box if any part of the fee is offset 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 the date of its filing. (1) Amount Previously Paid: $ 623.85 Filing Party: McNeil Real Estate Fund XX, L.P. Form or Registration No.: Schedule 14A Date Filed: August 3, 1999 (2) Amount Previously Paid: $ 128.73 Filing Party: McNeil Real Estate Fund XX, L.P. Form or Registration No.: Schedule 14A Date Filed: January 25, 2000 INTRODUCTION This Amendment No. 2 to the Rule 13e-3 Transaction Statement on Schedule 13E-3 (this "Amendment") is being jointly filed by McNeil Real Estate Fund XX, L.P. (the "Partnership"), McNeil Partners, L.P. (the "General Partner"), McNeil Investors, Inc. ("McNeil Investors"), Robert A. McNeil ("RAM"), WXI/McN Realty L.L.C. (the "Purchaser"), WXI/MNL Real Estate, L.L.C. and Whitehall Street Real Estate Limited Partnership XI (collectively, the "Filing Persons"), pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended, and Rule 13e-3 thereunder, to amend and supplement the Rule 13e-3 Transaction Statement on Schedule 13E-3 filed by the Filing Persons with the Securities and Exchange Commission (the "SEC") on December 14, 1999, as amended and supplemented by Amendment No. 1 thereto filed by the Filing Persons with the SEC on January 13, 2000 (as amended and supplemented, the "Schedule 13E-3"),in connection with the transactions contemplated by the Master Agreement. Unless otherwise indicated herein, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Schedule 13E-3 or in the Definitive Proxy Statement on Schedule 14A of the Partnership filed by the Partnership on December 14, 1999 with the SEC (the "Proxy Statement"). This Amendment is being filed to reflect the filing by the Partnership today with the SEC of a second supplement to the Proxy Statement (the "Second Proxy Statement Supplement"). The Second Proxy Statement Supplement also has been filed as an exhibit to this Amendment. CROSS-REFERENCE SHEET The cross-reference to Item 16 is hereby amended by restating the cross- reference in its entirety as follows: Item in Schedule 13E-3 Location in Proxy Statement - ---------------------- --------------------------- "Item 16 ......................... Proxy Statement and the information contained in the Proxy Statement Supplement and Second Proxy Statement Supplement, each in its entirety" ITEM 16. ADDITIONAL INFORMATION. Item 16 is hereby amended by restating the response to Item 16 in its entirety as follows: "The information contained in the Proxy Statement, the information contained in the Proxy Statement Supplement and the information contained in the Second Proxy Statement Supplement each is incorporated herein by reference in its entirety." ITEM 17. MATERIAL TO BE FILED AS EXHIBITS. Item 17 is hereby amended and supplemented by adding the following exhibit: (d)(5) Second Proxy Statement Supplement** (d)(6) Cover letter to limited partners, dated January 25, 2000** _________________ ** Filed herewith 1 SIGNATURE --------- After due inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this Amendment is true, complete and correct. Dated: January 25, 2000 McNEIL REAL ESTATE FUND XX, L.P. By: McNeil Partners, L.P. Its: General Partner By: McNeil Investors, Inc. Its: General Partner By: /s/ Ron K. Taylor ----------------------------- Name: Ron K. Taylor Title: President McNEIL PARTNERS, L.P. By: McNeil Investors, Inc. Its: General Partner By: /s/ Ron K. Taylor --------------------------------- Name: Ron K. Taylor Title: President McNEIL INVESTORS, INC. By: /s/ Ron K. Taylor --------------------------------- Name: Ron K. Taylor Title: President ROBERT A. McNEIL By: /s/ Robert A. McNeil --------------------------------- Name: Robert A. McNeil WXI/McN REALTY L.L.C. By: WXI/MNL Real Estate, L.L.C. Its: Managing Member By: Whitehall Street Real Estate Limited Partnership XI Its: Managing Member By: WH Advisors, L.L.C. XI Its: General Partner By: /s/ Jonathan Langer -------------------------------- Name: Jonathan Langer Title: Vice President WXI/MNL REAL ESTATE, L.L.C. By: Whitehall Street Real Estate Limited Partnership XI Its: Managing Member By: WH Advisors, L.L.C. XI Its: General Partner By: /s/ Jonathan Langer -------------------------------- Name: Jonathan Langer Title: Vice President WHITEHALL STREET REAL ESTATE LIMITED PARTNERSHIP XI By: WH Advisors, L.L.C. XI Its: General Partner By: /s/ Jonathan Langer -------------------------------- Name: Jonathan Langer Title: Vice President EXHIBIT INDEX The Exhibit Index is hereby amended and supplemented by adding the following exhibit: (d)(5) Second Proxy Statement Supplement** (d)(6) Cover letter to limited partners, dated January 25, 2000** _________________ ** Filed herewith. EX-99.(D)(5) 2 PROXY STATEMENT SUPPLEMENT McNEIL REAL ESTATE FUND XX, L.P. ---------------- PROXY STATEMENT SUPPLEMENT ---------------- RECENT DEVELOPMENTS REGARDING WHITEHALL TRANSACTION This Proxy Statement Supplement is being furnished to you by McNeil Partners, L.P., the general partner of the Partnership, to inform you of recent developments which have occurred in connection with the Whitehall transaction described in the Proxy Statement and Proxy Statement Supplement previously mailed to you. This Proxy Statement Supplement is first being mailed to limited partners of the Partnership on or about January 25, 2000. THE PER UNIT AGGREGATE AMOUNT WHICH LIMITED PARTNERS ARE EXPECTED TO RECEIVE IN THE WHITEHALL TRANSACTION HAS BEEN INCREASED TO $105 PER UNIT. McNeil Partners is pleased to inform you that if the Whitehall transaction closes you will receive an aggregate of $105 in cash (including the amount of the special distribution) for each of your limited partner units in the Partnership. Prior to this increase in the estimated per unit aggregate amount, limited partners of the Partnership were expected to receive an aggregate of approximately $92 in cash per unit, consisting of cash merger consideration of $62 per unit and an estimated special distribution of $30 per unit. YOU ARE URGED TO VOTE FOR THE WHITEHALL TRANSACTION On or about January 14, 2000, Bond Purchase, L.L.C. ("Bond Purchase") commenced an unsolicited tender offer for any or all of the outstanding limited partner units in the Partnership at a price of $100 per unit. The increased consideration being offered in the Whitehall transaction as described in this Proxy Statement Supplement is in response to such tender offer. The new aggregate amount to be paid in the Whitehall transaction represents a 14% increase over the original Whitehall transaction amount and a 5% premium over the amount offered by Bond Purchase. After being notified of the increased price that would be paid in the Whitehall transaction, the special committee, through its counsel, contacted Bond Purchase by telephone to inquire whether Bond Purchase was willing to increase its tender offer price, and asked Bond Purchase to address the special committee's previously-expressed concerns regarding the Bond Purchase offer. In particular, the special committee requested that Bond Purchase consider providing financial statements in support of its offer. During the telephone conversation, the representative of Bond Purchase declined to address any of the special committee's concerns and declined to state whether Bond Purchase would increase its tender offer price. A complete description of the special committee's communications with Bond Purchase and its reasoning for recommending rejection of the Bond Purchase offer are set forth in the Schedule 14D-9 enclosed herewith. Limited partners are urged to consider the information set forth in the Schedule 14D-9 in its entirety. Of the $13 in increased consideration to be received in respect of the limited partnership units in the Partnership, WXI/McN Realty L.L.C. will fund an additional $5 in merger consideration (which will be in addition to the amounts allocated by Stanger & Co. in respect of the limited partnership units in the Partnership), and McNeil Partners will make a capital contribution to the Partnership in an amount equal to $8 per unit (which amount will not be returned to McNeil Partners). The special committee and the McNeil Investors board of directors each continues to believe that the Whitehall transaction is fair to, and in the best interests of, the Partnership and its limited partners. Accordingly, the McNeil Investors board of directors continues to recommend that you vote your units FOR the Whitehall transaction by voting FOR the merger proposal and FOR the adjournment proposal described in the Proxy Statement. POSTPONEMENT OF MEETING To permit you to consider the information described in this Proxy Statement Supplement, the meeting to consider and vote on the proposals described in the Proxy Statement has been rescheduled to: Wednesday, February 2, 2000 11:00 a.m., local time Four Times Square 38th Floor New York, New York 10036 We have enclosed with this Proxy Statement Supplement a duplicate proxy with respect to the Whitehall transaction. If you have not already voted, whether or not you plan to attend the meeting, please complete, date, sign and promptly return the enclosed proxy. In addition, even if you have tendered your limited partner units in the Bond Purchase offer, we urge you to complete, date, sign and promptly return a proxy voting FOR the merger proposal and FOR the adjournment proposal. This Proxy Statement Supplement is furnished by McNeil Partners in connection with the meeting of the limited partners of the Partnership described above and should be read together with the Proxy Statement dated December 14, 1999, which was mailed to limited partners of the Partnership on or about such date, and the Proxy Statement Supplement dated January 13, 2000, which was mailed to limited partners of the Partnership on or about such date. Capitalized terms used in this Proxy Statement Supplement and not otherwise defined in this Proxy Statement Supplement have the respective meanings assigned to those terms in the Proxy Statement. ---------------- The Proxy Statement is hereby supplemented by the information set forth in this Proxy Statement Supplement. REVOCABLE PROXY THIS PROXY IS SOLICITED ON BEHALF OF THE GENERAL PARTNER The undersigned hereby appoints Ron K. Taylor, Barbara Smith and Robert A. McNeil, or any of them, with full power of substitution, as attorneys, agents and proxies (the "Proxies ") to vote on behalf of the undersigned at the meeting of limited partners of McNeil Real Estate Fund XX, L.P. (the "Partnership") to be held at 11:00 a.m., local time, on Wednesday, February 2, 2000, at Four Times Square, New York, New York 10036, or any adjournment or postponement of the meeting: 1. Proposal to approve the Master Agreement, dated as of June 24, 1999, as amended as of December 2, 1999 and December 10, 1999 (as amended, the "Master Agreement"), by and among WXI/McN Realty L.L.C., McNeil Real Estate Fund IX, Ltd., McNeil Real Estate Fund X, Ltd., McNeil Real Estate Fund XI, Ltd., McNeil Real Estate Fund XII, Ltd., McNeil Real Estate Fund XIV, Ltd., McNeil Real Estate Fund XV, Ltd., McNeil Real Estate Fund XX, L.P., 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 XXIV, L.P., McNeil Real Estate Fund XXV, L.P., McNeil Real Estate Fund XXVI, L.P., McNeil Real Estate Fund XXVII, L.P., Hearth Hollow Associates, L.P., McNeil Midwest Properties I, L.P., Regency North Associates, L.P., Fairfax Associates II, Ltd., McNeil Summerhill I, L.P., McNeil Partners, L.P., McNeil Investors, Inc., McNeil Real Estate Management, Inc., McNeil Summerhill, Inc. and Robert A. McNeil. This proposal, together with the Master Agreement and all of the transactions contemplated by the Master Agreement, is referred to in the accompanying Proxy Statement as the "merger proposal." Approval of the merger proposal will also constitute approval of all of the transactions contemplated by the Master Agreement, including: o McNeil Partners' contribution of all of its general partner interests in the Partnership to a newly formed limited liability company directly or indirectly wholly owned by WXI/McN Realty and the appointment of this subsidiary as the new general partner of the Partnership, and o the merger of a newly formed limited partnership directly or indirectly wholly owned by WXI/McN Realty with and into the Partnership. [ ] FOR [ ] AGAINST [ ] ABSTAIN 2. Proposal to permit McNeil Partners to adjourn the meeting to permit further solicitation of proxies in the event that there are not sufficient votes at the time of the meeting to approve the merger proposal. This proposal is referred to in the accompanying Proxy Statement as the "adjournment proposal." [ ] FOR [ ] AGAINST [ ] ABSTAIN 3. In their discretion, the Proxies are authorized to vote on such other business as may properly come before the meeting, or any adjournment or postponement of the meeting. THE GENERAL PARTNER RECOMMENDS A VOTE FOR THE MERGER PROPOSAL AND FOR THE ADJOURNMENT PROPOSAL This proxy when properly executed will be voted in the manner directed herein by the undersigned limited partner. If no direction is made on this card, this proxy will be voted FOR the merger proposal and FOR the adjournment proposal. INSTRUCTIONS FOR RETURNING PROXY Please mark, sign, date and return this proxy promptly using the enclosed postage paid envelope to: McNeil Partners, L.P. Investor Services P. O. Box 800359 Dallas, TX 75380 OR FAX: 1-877-638-5640 (Toll Free) OR BY HAND OR OVERNIGHT DELIVERY TO: McNeil Partners, L.P. Investor Services 13760 Noel Road, Suite 600 Dallas, TX 75240 SIGNATURES Dated: ------------------------ - -------------------------------- (Signature) - -------------------------------- (Signature of Joint Owner) Title: ------------------------- Please sign exactly as name appears hereon. When limited partner units are held by joint tenants, both should sign. When signing as an attorney, executor, administrator, trustee or guardian, please give full title of such. If a corporation, please sign name by President or other authorized officer. If a partnership, please sign partnership name by authorized person. QUESTIONS AND INFORMATION If you have questions regarding the merger proposal or need assistance in completing your proxy, you may call: McNeil Partners, L.P. Investor Services at 1-800-576-7907 Please print or type the following information: Name of Limited Partner --------------------------- Address of Limited Partner ----------------------- - -------------------------------------------------- Telephone No. of Limited Partner (---------)----------------------------------------- PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY AS INSTRUCTED ABOVE. EX-99.(D)(6) 3 COVER LETTER TO LIMITED PARTNERS DATED McNeil Partners, L.P. 13760 Noel Road, Suite 600, LB70 Dallas, Texas 75240 January 25, 2000 To the Limited Partners of McNeil Real Estate Fund XX, L.P.: We are sending you this letter to inform you of several recent developments with respect to the Partnership. As you undoubtedly know, on June 24, 1999, McNeil Partners, L.P. (the General Partner of the Partnership) and WXI/McN Realty L.L.C., an affiliate of Whitehall Street Real Estate Limited Partnership XI, a real estate investment fund managed by Goldman, Sachs & Co., entered into an acquisition agreement whereby the Whitehall affiliate will acquire by merger nineteen real estate limited partnerships operated by McNeil Partners and Robert A. McNeil, including the Partnership. This transaction is described in detail in the Proxy Statement first mailed to limited partners on or about December 14, 1999 and supplemented on or about January 13, 2000. If the Whitehall transaction closes limited partners would receive an aggregate amount (including the special distribution) of $105 in cash for each of their limited partner units in the Partnership. This amount is a $13 per unit increase over the estimated per unit aggregate amount previously set forth in the Proxy Statement. Enclosed is a second supplement to the Proxy Statement which describes this increase in price as well as the recent developments described below. You are urged to consider carefully the information set forth in the enclosed Proxy Statement Supplement. On or about January 14, 2000, Bond Purchase, L.L.C. commenced an unsolicited tender offer for any or all of the outstanding limited partner units in the Partnership at a price of $100 per unit. The special committee, in consultation with its legal and financial advisors, has reviewed the Bond Purchase offer and has determined that such offer does not constitute an acquisition proposal superior to the Whitehall transaction with respect to the Partnership. Accordingly, the special committee and the McNeil Investors board of directors urge you not to tender your units in the Bond Purchase offer. The reasons for the special committee's determination are set forth in the enclosed Schedule 14D-9. You are urged to consider the information set forth in the Schedule 14D- 9 in its entirety. If you have tendered your units in the Bond Purchase offer, you are urged to complete, date, sign and promptly return to McNeil Partners the enclosed YELLOW Notice of Withdrawal that is enclosed with the Schedule 14D-9. If you held limited partner units in the Partnership as of December 10, 1999, whether or not you have tendered your limited partner units in the Bond Purchase offer, we urge you to mark the enclosed proxy FOR the Merger Proposal and FOR the Adjournment Proposal and then sign, date and promptly return the proxy to McNeil Partners. I thank you for your continued support and consideration of these matters. McNeil Partners, L.P. By: McNeil Investors, Inc., its General Partner /s/ Ron K. Taylor Ron K. Taylor President Limited partners with questions are encouraged to call the Investor Services department of McNeil Partners, L.P. at 1-800-576-7907. -----END PRIVACY-ENHANCED MESSAGE-----