SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-9
Solicitation/Recommendation Statement Pursuant to Section 14(d)(4)
of the Securities Exchange Act of 1934
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MCNEIL REAL ESTATE FUND XX, L.P.
(Name of Subject Company)
MacKENZIE PATTERSON, INC.
(Name of Person Filing Statement)
UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class of Securities)
NONE
(CUSIP Number of Class of Securities)
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Copy to:
Christine Simpson Paul J. Derenthal, Esq
MacKenzie Patterson, Inc. Derenthal & Dannhauser
1640 School Street One Post Street, Suite 575
Moraga, California 94556 San Francisco, California 94104
(925) 631-9100 (415) 981-4844
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and
Communications on Behalf of Bidder)
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Item 1. Security and Subject Company.
The name of the subject company is McNeil Real Estate Fund XX, L.P.,
a California limited partnership (the "Partnership"), which has its principal
executive offices at 13760 Noel Road, Suite 600, LB70, Dallas, Texas 75240.
Item 2. Tender Offer of the Bidder.
This Schedule 14D-9 relates to the offer by Bond Purchase, L.L.C.,
a Missouri limited liability company (the "Purchaser"), to purchase all of the
issued and outstanding units of limited partnership interest ("Units") of the
Partnership at $100 per Unit less the amount of any distributions declared or
made with respect to the Units between December 31, 1999 and the date of payment
of the purchase price (the "Purchase Price") for the Units by the Purchaser, net
to the seller in cash, without interest thereon, upon the terms and subject to
the conditions set forth in the Offer to Purchase dated January 13, 2000 (the
"Offer to Purchase") and the related Letter of Transmittal, copies of which are
attached the Purchaser's Schedule 14D-1 as Exhibits (a)(1) and (a)(2),
respectively. According to its Schedule 14D-1, the Purchaser's address is 1100
Main, Suite 2100, Kansas City, MO 64105
Item 3. Identity and Background.
(a)-(b) MacKenzie Patterson, Inc., a California corporation ("MPI")
is the person filing this statement on Schedule 14D-9. Its address is 1640
School Street, Moraga, California 94556. Eight investment entities managed
and/or affiliated with MPI own an aggregate of 2,969.5 Units, or approximately
6% of the outstanding Units.
Item 4. The Solicitation or Recommendation.
(a)-(b) See the discussion in Exhibit (a)(1) Letter to Unit Holders
dated January 14, 2000, which is incorporated herein by reference.
Item 5. Persons Retained, Employed or To Be Compensated.
None
Item 6. Recent Transactions and Intent with Respect to the Subject Company's
Securities.
See the discussion in Exhibit (a)(1) Letter to Unit Holders dated
January 14, 2000, which is incorporated herein by reference.
Item 7. Certain Negotiations and Transactions By the Subject Company.
Not applicable.
Item 8. Additional Information to be Furnished
None.
Item 9. Material to be Filed as Exhibits.
(a)(1) Form of Letter to Unit Holders dated January 14, 2000
(b)-(c) Not applicable.
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<PAGE>
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 14, 2000
MACKENZIE PATTERSON, INC.
By: /s/ CHRISTINE SIMPSON
Christine Simpson, Vice President
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<PAGE>
EXHIBIT INDEX
Exhibit Description Page
(a)(1) Form of Letter to Unit Holders dated January 14, 2000
Exhibit (a)(1)
<PAGE>
January 14, 2000
To: McNeil Real Estate Fund XX Investors
From: MacKenzie Patterson, Inc.
Re: Tender Offer by Bond Purchase, LLC
Dear Fellow Investor:
MacKenzie Patterson, Inc. and its affiliates currently own approximately 6% of
the outstanding units of McNeil Real Estate Fund XX. We believe that our
interests are aligned with you as investors. We would like to see the
partnership liquidated, or our units purchased, at the highest possible price
and in the shortest time period. We believe that investors have been more than
patient with management and that it is time to close this investment down, but
we don't think liquidation at just any price is justified.
McNeil currently has an offer to liquidate the partnership for a final
distribution of approximately $92 per unit conditioned upon a majority approval
of the limited partners to liquidate. Bond Purchase, LLC has made an offer to
purchase 100% of the outstanding units for a firm price of $100 per unit,
conditioned upon receiving tender of at least 25% of the Units and defeat of the
current McNeil/Whitehall proposal.
It is very clear to us as investors that the Bond Purchase offer is superior
for several reasons. First, the Bond offer is at a price approximately 8.7%
higher than the McNeil proposal. Second, choosing liquidation as proposed by
McNeil forces ALL investors to liquidate, even those who would oppose a sale at
either of these prices. Third, investors who choose to hold their investment for
economic or tax reasons would have the option of doing so if the Bond Purchase
offer prevails, simply by not tendering their units, but will be forced to
liquidate if the McNeil/Whitehall proposal succeeds. Fourth, we believe the
questions raised by McNeil as to whether Bond has the financial means to
complete its obligations are unwarranted: Bond has disclosed that it placed the
necessary capital in an escrow account for the sole purpose of purchasing McNeil
XX units. Fifth, with either offer, investors who choose to sell their units
will receive payment in either January or February.
We believe the value of McNeil XX Units is greater than $100, and so do not
currently intend to tender our Units to Bond or to vote on the McNeil/Whitehall
proposal, though we reserve the right to analyze future developments and change
our determination. However, we strongly encourage those investors who choose to
sell their Units to accept the higher Bond Purchase price of $100 per unit.
Those who wish to continue their investment should take no action with respect
to either the Bond offer or McNeil's Whitehall proposal.
Sincerely,
MacKenzie Patterson, Inc.
