SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Schedule 14D-1
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
(Amendment No. 2)
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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)
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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
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Transaction Amount of
Valuation* Filing Fee
$5,225,770 $1,047
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*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: $951 Filing party: Bond Purchase, L.L.C.
Form or registration no.: Schedule 14D-1 Date filed: January 13, 2000
(Continued on following pages)
(Page 1 of 6 pages)
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14D-1 Page 2 of 6 Pages
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1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Bond Purchase, L.L.C.
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2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [ ]
(b) [ ]
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3. SEC Use Only
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4. Sources of Funds (See Instructions)
WC
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5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Item 2(e) or 2(f) [ ]
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6. Citizenship or Place of Organization
Missouri
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7. Aggregate Amount Beneficially Owned by Each Reporting Person
2,004.68 Units of Limited Partnership Interest
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8. Check Box if the Aggregate Amount in Row (7) Excludes
Certain Shares (See Instructions)
[ ]
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9. Percent of Class Represented by Amount in Row (7)
4.0%
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10. Type of Reporting Person (See Instructions)
PN
2
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AMENDMENT NO. 1 TO SCHEDULE 14D-1
This Amendment No. 2 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 3. PAST CONTRACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY.
On Sunday night, January 23, 2000, Mr. Ralph C. Walker, an attorney
representing the one-man Special Committee representing the Limited Partners,
called David L. Johnson to ask whether or not the Purchaser would raise its
tender offer price by 12 o'clock the next day based on the higher price to be
offered pursuant to the Merger Proposal by the Acquiror.
Mr. Johnson indicated that the Purchaser was not willing to make a
decision so quickly and asked that Mr. Walker disclose what the increased Merger
Proposal price was going to be and also asked that a fair bidding process be set
up that would allow the Purchaser access to the books and records of the
Partnership. In addition, Mr. Johnson asked Mr. Walker to cause the Partnership
to give the Purchaser the details on the vote count on the Merger Proposal at
the meeting that had been scheduled for January 21, 2000. Mr. Walker indicated
that he was not in a position to speak to these issues.
On January 25, 2000, Mr. Johnson, on behalf of the Purchaser, sent a
letter to Mr. Walker reiterating these requests. Mr. Johnson also indicated that
he did not believe that the Special Committee was acting in the best interest of
the Limited Partners, which should be to obtain a higher price for the Units.
The Purchaser has also filed a lawsuit to disclose the vote of another
limited partnership affiliated with the General Partner, McNeil Real Estate Fund
XXI, L..P., as well as seeking injunctive relief to enjoin the merger of the
limited partnership. The Purchaser is also requesting the General Partner to
hold a meeting of the limited partners of two privately held partnerships that
are affiliated with the General Partner (Hearth Hollow Associates, L.P. and
McNeil Midwest Properties, L.P.) to remove the General Partner. The meetings for
the merger proposals for these two private partnership were postponed to
February 2, 2000.
ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a)-(b) The Purchaser has not escrowed any additional funds to satisfy
the additional amount of funds necessary if all of the outstanding Units of the
Partnership were tendered based on the
3
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increased Purchase Price. The Purchaser has sufficient working capital to
satisfy the additional funds needed. In addition, Limited Partners holding over
five percent (5%) of the Units have indicated that they do not intend to tender
their Units.
ITEM 10. ADDITIONAL INFORMATION
(e) Bond Purchase has filed for leave to amend their petition against
the General Partner. The amended petition requests access to the Partnership's
books and records and asserts claims against the General Partner for breach of
fiduciary duty, inadequate sales price and conflicts of interest. The Purchasers
also requested that a receivership be set up for the Partnership. In addition,
Bond Purchase has filed a petition requesting that the General Partner disclose
the vote for the meeting that was to be held on January 21, 2000.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
99.(a)(4) Letter, dated January 25, 2000, from Bond Purchase, L.L.C.
to the holders of Units.
99.(a)(5) Text of Press Release issued by Bond Purchase, L.L.C. on
January 26, 2000.
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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: January 27, 2000
BOND PURCHASE, L.L.C.
By: /s/ David L. Johnson
Name: David L. Johnson
Title: Member
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EXHIBIT INDEX
EXHIBIT
NO. TITLE
99.(a)(4) Letter, dated January 25, 2000, from Bond Purchase, L.L.C. to the
holders of Units.
99.(a)(5) Text of Press Release issued by Bond Purchase, L.L.C. on January
26, 2000.
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[Bond Purchase Letterhead]
BOND PURCHASE, LLC
1100 Main, Suite 2100 o Kansas City, MO 64105
P.O. Box 26730 o Kansas City, MO 64196
(816) 421-4670 o FAX (816) 221-1829
TO: Limited Partners of McNeil Real Estate Fund XX, L.P.
FROM: Bond Purchase, L.L.C.
DATE: January 25, 2000
RE: Tender Offer/Whitehall Merger Transaction
Dear Limited Partner:
You should have received from us an offer to buy all of the outstanding limited
partner units in McNeil Real Estate Fund XX, L.P. at a price of $100 per unit.
Today, we have decided to increase our cash tender offer price from $100 per
unit to $110 per unit. All limited partners who have previously tendered will
automatically receive $110 per unit if the offer is consummated. The offer will
expire at 12 p.m. EDT on February 11, 2000, unless extended.
McNeil Partners, L.P., the general partner of McNeil Real Estate Fund XX is
currently soliciting proxies in connection with a Proxy Statement it sent you in
December 1999 in connection with a merger with Whitehall Street Real Estate
Limited Partnership XI. McNeil Partners and the special committee supposedly
representing the interests of the limited partners had previously claimed $92
per unit was a "Fair Price." In light of our tender offer at a higher price,
they have (i) postponed the meeting to vote on the Whitehall merger proposal
originally scheduled for January 21, 2000 to February 2, 2000 and (ii) raised
their "fair price" that limited partners would receive pursuant to the Whitehall
transaction from $92 to $105 per unit. As a result of this increased offer, we
now are offering $110 per unit.
Be advised, we have filed a lawsuit against McNeil arising out of this
transaction which includes a count for breach of fiduciary duty. Also, be
advised, we made our offer despite McNeil's refusal to provide us any access to
the books and records on the property held by the partnership. Our current
general partner has thwarted our attempts to offer the highest possible price by
initially refusing to disclose a list of the limited partners. The general
partner refused to turn over a list of limited partners so we could communicate
our higher offer directly until ordered to do so by a court. Please be aware
that our tender offer is conditioned on the Whitehall merger not being approved
by limited partners holding a majority of the limited partner units. Our offer
is also conditioned upon receiving at least twenty-five percent (25%) of the
limited partner units.
We believe our tender offer is more fair to you as it provides you with the
option to stay in the partnership. If you would like to liquidate your position
with McNeil XX, you can tender to us and
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receive $5 per unit more than under the current Whitehall proposal. If you do
not wish to liquidate your position in McNeil XX at this time for economic, tax
or other reasons, we do not intend to propose a second-step merger to cash each
of you out as is the case with the Whitehall transaction. In this case, if you
do not tender your units to us and the merger proposal is not approved, you
remain a limited partner. Therefore, if you desire to tender your units to us at
$110 per unit or desire to remain a limited partner of McNeil XX, we suggest you
withdraw your proxy if you have already voted in favor of the Whitehall merger
or continue to abstain from voting.
This press release is neither an offer to purchase nor a solicitation of an
offer to sell any shares of Bond Purchase. The offer is made solely by our Offer
to Purchase dated January 13, 2000 and the related letter of transmittal
previously sent to you. Georgeson & Co. is serving as information agent for the
offer.
Questions and requests for assistance with respect to our tender offer may be
directed to us at 1100 Main, Suite 2100, Kansas City, Missouri 64105, 816-
421-4670 (phone) or 816- 221-1829 (fax).
Sincerely,
Bond Purchase, L.L.C.
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PRESS RELEASE
FOR IMMEDIATE RELEASE
BOND PURCHASE, L.L.C. ANNOUNCES INCREASED PER UNIT PRICE OF
$110 FOR TENDER OFFER FOR LIMITED PARTNER UNITS OF MCNEIL REAL
ESTATE FUND XX, L.P.
Kansas City, MO (January 26, 2000). Bond Purchase, L.L.C. today
announced that it has increased its cash tender offer price for any and all
outstanding limited partner units of McNeil Real Estate Fund XX, L.P. (the
"Partnership") from $100 per unit to $110 per unit.
Bond Purchase commenced its tender offer on January 13, 2000. The offer
will expire at 12 p.m. EDT on February 11, 2000, unless extended.
Bond Purchase's offer provides the Partnership's limited partners a $10
per unit increase, representing a 10% increase over the original cash tender
offer price and a 4.8% premium over the price to be paid pursuant to 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"). McNeil Partners
recently announced an increase of the price to be paid in the Whitehall
Transaction from $92 to $105 per unit in response to Bond Purchase's tender
offer. McNeil Partners has scheduled a special meeting of limited partners of
the Partnership to vote on the Whitehall Transaction for Wednesday, February 2,
2000.
Bond Purchase said that the offer is conditioned upon, among other
things, the tender to Bond Purchase of approximately 25% of the Partnership's
limited partner units and the Whitehall Transaction not being approved.
All limited partners who have previously tendered will automatically
receive $110 per unit if the offer is consummated.
Georgeson & Co. is serving as information agent for the offer.
This press release is neither an offer to purchase nor a solicitation
of an offer to sell any shares of Bond Purchase. The offer is made solely by
Bond Purchase's Offer to Purchase dated January 13, 2000 and the related letter
of transmittal.
Contact: Bond Purchase, L.L.C.
1000 Main, Suite 2100
Kansas City, Missouri 64105
(816) 421-4670: phone
(816) 221-1829: fax
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