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) July 8, 1999
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McNEIL REAL ESTATE FUND XII, LTD.
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(Exact name of registrant as specified in its charter)
California 0-10743 94-2717957
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(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
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (972) 448-5800
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Item 5. Other Events
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On July 8, 1999, McNeil Partners L.P., McNeil Real Estate Management, Inc. and
Robert A. McNeil received a letter from High River Limited Partnership (the
"High River Letter"). The form of the High River Letter is attached hereto as an
exhibit and is incorporated in its entirety herein by reference.
Subject to the fulfillment of the Commencement Condition (as defined below), the
High River Letter stated that High River Limited Partnership and its affiliates
would commence a tender offer for McNeil Real Estate Fund XII, Ltd. (the "McNeil
Partnership") and certain of its affiliates at the prices set forth therein. The
High River Letter defined the "Commencement Condition" to be the Los Angeles
County Superior Court rejecting in its entirety the proposed settlement of
Schofield et al v. McNeil Partners, L.P. et al and directing further that any
new settlement not be approved without due notice to, and an opportunity to
object by, the limited partners of the McNeil Partnership and its affiliates.
On July 8, 1999, the Los Angeles County Superior Court granted its approval of
the aforementioned settlement agreement. In granting its approval, the court
considered the High River Letter.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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(c) Exhibits.
The following exhibits are filed as part of this report:
99.2 High River Limited Partnership letter dated July 8, 1999.
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McNEIL REAL ESTATE FUND XII, 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 XII, LTD.
July 9, 1999 By: /s/ Brandon K. Flaming
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Date Brandon K. Flaming
Chief Accounting Officer of McNeil
Real Estate Management, Inc.
High River Limited Partnership
767 Fifth Avenue, 47th Floor
New York, NY 10153
July 8, 1999
Via Facsimile
McNeil Partners L.P.
McNeil Real Estate Management, Inc.
Robert A. McNeil
c/o William Frank, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue
New York, New York 10022
Ladies and Gentlemen:
The purpose of this letter is to inform you that, on or before the
fifth day following the satisfaction of the Commencement Condition described in
the third paragraph hereof, High River Limited Partnership ("High River") and
certain of its affiliates (collectively, the "High River Parties") will commence
tender offers (the "Offers") for the units of limited partnership interest (the
"Units") of the limited partnerships (the "Partnerships") set forth in the table
below at the prices per Unit set forth in the table, net to the Limited Partners
in cash. The High River Parties will offer to purchase any and all such Units
tendered to them by Limited Partners of each Partnership, provided that, after
giving effect to such purchases, the High River Parties will own more than 50%
of all outstanding limited partnership units of that Partnership (including any
Units they already own).
The aggregate payment to Limited Partners being offered by the High
River Parties for all of the Units is $15,000,000 higher than the estimated
aggregate payment to Limited Partners in the proposed transaction with an
affiliate of Whitehall Real Estate Limited Partnership XI (the "Whitehall
Transaction"), as disclosed in your June 25, 1999 press release. The High River
Parties are able to offer Limited Partners a higher payout because, unlike the
Whitehall Transaction, we are not offering to purchase McRemi (which we believe
has no value) or Fairfax Associates II, Ltd. or McNeil Summerhill I, L.P. (which
we believe were improperly included in the Whitehall Transaction because they
are not part of the pending class action litigation). It is likely that the High
River Parties would have offered even higher prices for Units, but for the deal
you made with Whitehall which burdens the Partnerships with an unnecessary and
wasteful $18,000,000 "break up" fee (plus up to an additional $1,500,000 to
cover Whitehall's expenses). As our counsel informed you in a December 1, 1998
letter (a copy of which is attached), the High River Parties believe that it is
inappropriate to impose any such fees on Limited Partners and would not have
attempted to impose a "break up" fee had we been permitted to participate in the
bidding process for the Partnerships.
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The sole condition (the "Commencement Condition") to the commencement
of the Offers by the High River Parties is that the court enter an order
rejecting in its entirety the proposed settlement of the pending class action
litigation and directing further that any new settlement not be approved without
due notice to, and an opportunity to object by, Limited Partners. In addition to
the Offers giving Limited Partners the benefit of higher and faster per Unit
payouts than the Whitehall Transaction, this condition to the commencement of
the Offers will preserve all existing claims against the general partner of the
Partnerships and its affiliates. As soon as the Commencement Condition is
satisfied, the High River Parties will place in escrow the sum of $307,724,439,
which represents the full purchase price for all Units in the Partnerships not
already owned by the High River Parties.
The following table compares the per Unit prices being offered for each
Partnership by the High River Parties to the estimated per Unit payout from the
Whitehall Transaction:
WHITEHALL PAYOUT HIGH RIVER
PER UNIT OFFERING PRICE
PARTNERSHIP (Estimated) PER UNIT (1)
MCNEIL IX $ 424.00 $ 444.99
MCNEIL X $ 234.00 $ 246.33
MCNEIL XI $ 221.00 $ 232.48
MCNEIL XIV $ 214.00 $ 225.21
MCNEIL XV $ 160.00 $ 168.75
MCNEIL XX $ 92.00 $ 94.82
MCNEIL XXIV $ 347.00 $ 357.61
MCNEIL XXV $ 0.50 $ 0.52
MCNEIL XXVI $ 0.27 $ 0.28
MCNEIL XXVII $ 10.54 $ 10.76
MCNEIL XII $ 77.00 $ 83.62
MCNEIL XXI* $ 99.00 $ 125.46
MCNEIL XXII* $ 0.25 $ 0.26
MCNEIL XXIII* $ 0.28 $ 0.31
(1) Of course, any distributions made with respect to the Units after
June 25, 1999 would be netted against the per Unit prices offered by
the High River Parties.
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HEARTH HOLLOW $40,115.00 $ 42,713.43
MCNEIL MIDWEST $25,840.00 $ 29,117.01
REGENCY NORTH $75,916.00 $ 79,841.75
*Current Income Units Only
Very truly yours,
HIGH RIVER LIMITED PARTNERSHIP
By: Riverdale LLC, its general partner
By: /s/ Carl C. Icahn
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Carl C. Icahn, Member
