SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) June 24, 1999
-------------------------------
McNEIL REAL ESTATE FUND XI, LTD.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
California 0-9783 94-2669577
- --------------------------------------------------------------------------------
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
13760 Noel Road, Suite 600, LB70, Dallas, Texas, 75240
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (972) 448-5800
-----------------------------
<PAGE>
Item 5. Other Events
- ------- ------------
On June 24, 1999, McNeil Real Estate Fund IX, Ltd. , McNeil Real Estate Fund X,
Ltd., McNeil Real Estate Fund XI, Ltd. (the "Partnership"), 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. ("Fairfax"), McNeil Summerhill I, L.P ("Summer
hill" and, collectively, the "McNeil Partnerships"), McNeil Partners, L.P., the
general partner of the Partnership (the "General Partner"), McNeil Investors,
Inc., McNeil Real Estate Management, Inc. ("McREMI"), McNeil Summerhill, Inc.
and Robert A. McNeil entered into a definitive acquisition agreement (the
"Master Agreement") with WXI/McN Realty L.L.C. ("Newco"), an affiliate of
Whitehall Street Real Estate Limited Partnership XI, a real estate investment
fund managed by Goldman, Sachs & Co., whereby Newco and its subsidiaries will
acquire the McNeil Partnerships. The Master Agreement provides that the McNeil
Partnerships (other than Fairfax and Summerhill which are wholly-owned by Robert
A. McNeil and related parties) will be merged with subsidiaries of Newco. The
Master Agreement also provides for the acquisition by Newco and its subsidiaries
of the general partnership interests and limited partnership interests in
Fairfax and Summerhill and the assets of McREMI. The aggregate consideration in
the transaction, including the assumption or prepayment of all outstanding
mortgage debt of the McNeil Partnerships, is $644,439,803.
Pursuant to the terms of the Master Agreement, the limited partners in the
Partnership will receive cash on the closing date of the transaction (the
"Closing Date") in exchange for their limited partnership interests. In
addition, the Partnership will declare a special distribution to its limited
partners on the Closing Date equal to its then positive net working capital
balance, if any. The estimated aggregate consideration and net working capital
distribution to be received per unit of limited partnership interest in the
Partnership is currently estimated as $221.
On the Closing Date, McNeil Partners, L.P., the general partner of the
Partnership, will receive an equity interest in Newco in exchange for its
contribution to Newco of the general partnership interests in the McNeil
Partnerships, the limited partnership interests in Fairfax and Summerhill and
the assets of McREMI.
<PAGE>
The Partnership's participation in the transaction is subject to, among other
conditions, the approval by a majority of the limited partners of the
Partnership.
The foregoing is a summary only and is qualified in its entirety by reference to
the Master Agreement, which is filed as an exhibit hereto.
On June 25, 1999, the General Partner issued a press release announcing the
signing of the Master Agreement. A copy of the press release is filed as an
exhibit hereto.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
- ------- ------------------------------------------------------------------
(c) Exhibits.
The following exhibits are filed as part of this report:
2.1 Master Agreement, dated as of June 24, 1999, 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 Investors, Inc., McNeil Partners,
L.P., McNeil Real Estate Management, Inc., McNeil Summerhill,
Inc. and Robert A. McNeil.
Incorporated by reference to Form 8-K of McNeil Real Estate
Fund IX, Ltd. (File No. 0-9026) dated June 24, 1999 as filed
with the Securities and Exchange Commission on June 29, 1999.
99.1 Press release of McNeil Partners, L.P. dated June 25, 1999.
Incorporated by reference to Form 8-K of McNeil Real Estate
Fund IX, Ltd. (File No. 0-9026) dated June 24, 1999 as filed
with the Securities and Exchange Commission on June 29, 1999.
<PAGE>
McNEIL REAL ESTATE FUND XI, Ltd.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized:
McNEIL REAL ESTATE FUND XI, Ltd.
June 29, 1999 By: /s/ Brandon K. Flaming
- ----------------- ----------------------------------------------
Date Brandon K. Flaming
Vice President of McNeil Investors, Inc.
(Principal Accounting Officer)
