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): February 15, 2000
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McNeil Real Estate Fund XXVI, L.P.
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(Exact name of registrant as specified in its charter)
California 0-15460 33-0168395
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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.
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On February 15, 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 XXVI, L.P. (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
$0.26 in cash per unit of limited partnership interest. In addition, on February
14, 2000, a special distribution of approximately $0.02 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
$0.28 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.
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(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 24, 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 24, 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 XXVI, L.P.
By: WXI/MCN Gen-Par I, L.L.C.,
its General Partner
By: /s/ Jonathan Langer
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Name: Jonathan Langer
Title: Vice President
Dated: February 24, 2000
