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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.
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(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
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(Name of Person(s) Filing Statement)
Units of Limited Partnership Interest
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(Title of Class of Securities)
N/A
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(CUSIP Number of Class of Securities)
Ron K. Taylor
President
McNeil Investors, Inc.
13760 Noel Road, Suite 600
Dallas, Texas 75240
(972) 448-5800
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(Name, Address and Telephone Number of Persons Authorized
to Receive Notices and Communications on Behalf of Person(s) Filing Statement)
with a copy to:
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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
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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.
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Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies: [ ]
Calculation of Filing Fee
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Transaction Amount of
valuation* Filing Fee**
- -------------------------------------------------------------------------------
$ 3,713,400 $ 742.68
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* 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
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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
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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
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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.
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McNEIL REAL ESTATE FUND XX, L.P.
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PROXY STATEMENT SUPPLEMENT
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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.
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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.
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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.
<PAGE>
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.
