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 earlier event reported): January 31, 2000
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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 File Number) (I.R.S. Employer
incorporation or organization) 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 1. Change in Control of Registrant.
On January 31, 2000, the transactions (the "Transactions") contemplated
by the Master Agreement, dated as of June 24, 1999, by and among WXI/McN Realty
L.L.C. ("WXI/McN"), the McNeil Partnerships (as such term is defined therein),
McNeil Partners, L.P., McNeil Investors, Inc., McNeil Real Estate Management,
Inc., McNeil Summerhill, Inc., and Robert A. McNeil (the "Master Agreement"),
relating to McNeil Real Estate Fund XII, Ltd. (the "Partnership"), including the
transfer of the general partner interest in the Partnership to a subsidiary of
WXI/McN and the merger of a subsidiary of WXI/McN with and into the Partnership,
were consummated. The Transaction and the Master Agreement were approved by
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the holders of limited partnership units in the Partnership at a special meeting
of the limited partners held on January 21, 2000.
In Connection with the Merger, all outstanding units of limited
partnership interest in the Partnership were converted into the right to receive
$72.00 in cash per unit of limited partnership interest. In addition, on
January 31, 2000, a special distribution of approximately $1.17 in cash per
unit of limited partnership interest in the Partnership was declared, thus
entitling limited partners of the Partnership to receive an aggregate of
approximately $73.17 in cash per unit of limited partnership interest.
On January 31, 2000, a subsidiary of WXI/McN entered into a loan
agreement (the "Commercial Loan Agreement") with General Electric Capital
Corporation ("GECC") pursuant to which GECC has agreed to lend to such
subsidiary up to an aggregate amount of approximately $109,185,728.00 to
partially finance the acquisition of the McNeil Partnerships and to provide a
working capital and leasing facility with respect to certain commercial
properties owned by the McNeil Partnerships. The foregoing description is
qualified by reference to the Commercial Loan Agreement, which is Exhibit 99.1
hereto and is incorporated herein by reference in its entirety.
On January 31, 2000, subsidiaries of WXI/McN entered into a loan
agreement, made as of January 1, 2000 (the "Multifamily Loan Agreement"), with
Amresco Capital, L.P. ("Amresco") pursuant to which Amresco has agreed to lend
to such subsidiaries up to an aggregate amount of approximately $195,783,261.00
to partially finance the acquisition of the McNeil Partnerships. The foregoing
description is qualified by reference to the Multifamily Loan Agreement, which
is Exhibit 99.2 hereto and is incorporated herein by reference in its entirety.
As a result of and following the Transaction, all the issued and
outstanding limited partnership units in the Partnership are directly or
indirectly beneficially owned by WXI/McN. Accordingly, the Partnership has filed
a Certificate and Notice of Termination of
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Registration on Form 15 with the Security and Exchange Commission
and is no longer subject to the reporting requirements of the Securities
Exchange Act of 1934, as amended.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
Exhibits Description of Exhibits
99.1 Loan Agreement, dated January 31, 2000, between
WXI/MCN Commercial Real Estate Limited
Partnership and General Electric Capital
Corporation, (incorporated by reference to
Exhibit (a)(1) to Amendment No. 1 to the
Schedule 13E-3 filed on February 14, 2000 by the
Partnership and other parties in connection with
the Transaction).
99.2 Loan Agreement, made as of January 1, 2000, among
WXI/MCN Multifamily Real Estate Limited
Partnership, Brendon Way Fund XII Associates,
Castle Bluff Fund XII Associates L.P.,
Embarcadero Associates and Amresco Capital, L.P.,
(incorporated by reference to Exhibit (a)(2) to
Amendment No. 1 to the Schedule 13E-3 filed
February 14, 2000 by the Partnership and other
parties in connection with the Transaction).
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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 hereto duly authorized.
McNeil Real Estate Fund XII, Ltd.
By: WXI/MCN Gen-Par II, L.L.C.,
its General Partner
By: /s/ Jonathan Langer
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Name: Jonathan Langer
Title: Vice President
Dated: February 15, 2000
