UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
McNeil Real Estate Fund XXVII, L.P.
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(Name of Issuer)
Units of Limited Partnership Interest
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(Title of Class of Securities)
Not applicable
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(CUSIP Number)
W. Scott Wallace, Haynes and Boone, L.L.P.
3100 NationsBank Plaza, Dallas, TX 75202, (214) 651-5000
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
June 24, 1999
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[X].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See 240.13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
CUSIP No. Not applicable Page 2 of 6 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Opal Partners, L.P. See also Item 2
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 670,634 See also Item 5.
OWNED BY
EACH
REPORTING
PERSON
WITH
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8 SHARED VOTING POWER
Voting and dispositive power is
exercised on behalf of Opal
Partners, L.P. by its general
partner, DDC&R, Inc., a California
corporation.
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9 SOLE DISPOSITIVE POWER
670,634 See also Item 5.
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10 SHARED DISPOSITIVE POWER
Voting and dispositive power is
exercised on behalf of Opal
Partners, L.P. by its general
partner, DDC&R, Inc., a California
corporation.
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
670,634 Units of Limited Partnership Interest
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW (11)
13.0%
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14 TYPE OF REPORTING PERSON*
PN
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<PAGE>
Item 1. Security and Issuer.
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This statement relates to the Units of Limited Partnership Interest
(the "Units"), of McNeil Real Estate Fund XXVII, L.P., a California limited
partnership (the "Partnership"). The address of the principal executive offices
of the Partnership is 13760 Noel Road, Suite 600, LB70, Dallas, Texas 75240.
Item 2. Identity and Background.
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This statement is filed on behalf of Opal Partners, L.P., a California
limited partnership ("Opal Partners"). The general partner of Opal Partners is
DDC&R, Inc., a California corporation ("DDC&R"). Carole J. McNeil, a citizen of
the United States, is the sole director, sole executive officer and sole
stockholder of DDC&R. DDC&R and Carole J. McNeil are herein referred to as
"Control Persons."
The address of the principal offices of Opal Partners, DDC&R and Carole
J. McNeil is Four Embarcadero Center, Suite 3250, San Francisco, California
94111.
The principal business of Opal Partners is investing in real estate
limited partnerships. The principal business of DDC&R is serving as the general
partner of Opal Partners. Carole J. McNeil's principal business is serving as
Co-Chairman of the Board of Directors of McNeil Investors, Inc. and investing in
other real estate investments. McNeil Investors, Inc. serves as the general
partner of McNeil Partners, L.P., which serves as the general partner of the
Partnership and certain other limited partnerships engaged in the business of
investing in, holding, managing and disposing of real estate and real
estate-related investments. The principal executive offices of McNeil Investors,
Inc. and McNeil Partners, L.P. are 13760 Noel Road, Suite 600, LB70, Dallas,
Texas 75240.
None of Opal Partners nor, to the best of their knowledge, any Control
Person has, during the last five years, been convicted in a criminal proceeding
(excluding traffic violations and similar misdemeanors).
None of Opal Partners nor, to the best of their knowledge, any Control
Person has, during the last five years, been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
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In April, 1998, McNeil Partners, L.P., Robert A. McNeil and Carole J.
McNeil transferred 670,634 Units to Opal Partners, which was established for the
benefit of Carole J. McNeil and certain members of her family.
<PAGE>
Item 4. Purpose of the Transaction.
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Opal Partners acquired the Units for investment purposes. Except as
described herein, Opal Partners does not have any present plans or intentions
which would result in or relate to any of the transactions described in
subparagraphs (a) through (j) of Item 4 of Schedule 13D.
On June 24, 1999, the Partnership, 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., 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. (collectively, the "McNeil Partnerships"), McNeil
Investors, Inc., McNeil Partners, L.P., McNeil Real Estate Management, Inc.
("McREMI"), McNeil Summerhill, Inc. and Robert A. McNeil, the husband of Carole
J. McNeil, entered into a definitive acquisition agreement (the "Master
Agreement") with WXI/McN Realty L.L.C. ("Newco"), an affiliate of Whitehall
Street Real Estate Limited Partnership XI, a real estate investment fund managed
by Goldman, Sachs & Co., whereby Newco and its subsidiaries will acquire the
McNeil Partnerships. The Master Agreement also provides for the acquisition by
Newco and its subsidiaries of the assets of McREMI.
Pursuant to the terms of the Master Agreement, the limited partners in
the Partnership will receive cash on the closing date of the transaction (the
"Closing Date") in exchange for their limited partnership interests. In
addition, the Partnership will declare a special distribution to its limited
partners on the Closing Date equal to its then positive net working capital
balance, if any. The estimated aggregate consideration and net working capital
distribution to be received per Unit of limited partnership interests of the
McNeil Partnerships is set forth in a press release of McNeil Partners, L.P.
dated June 25, 1999 and incorporated by reference herein.
On the Closing Date, McNeil Partners, L.P., the general partner of the
Partnership, will receive an equity interest in Newco in exchange for its
contribution to Newco of the general partnership interests in the McNeil
Partnerships, the limited partnership interests in Fairfax and Summerhill and
the assets of McREMI.
Carole J. McNeil, the sole director, executive officer and stockholder
of DDR&C, the general partner of Opal Partners, is also the Co-Chairman of
McNeil Investors, Inc., which serves as the general partner of McNeil Partners,
L.P. McNeil Partners, L.P. serves as the general partner of the Partnership and
certain of the other McNeil Partnerships. In addition, Robert A. McNeil, the
husband of Carole J. McNeil, is the controlling stockholder and Co-Chairman of
McNeil Investors, Inc. and the sole limited partner of McNeil Partners, L.P.
Carole J. McNeil, in her capacity of position as Co-Chairman of McNeil
Investors, Inc., participated in the negotiation of the transaction contemplated
under the Master Agreement and through Mr. McNeil's ownership of McNeil
Investors, Inc. and McNeil Limited Partners, L.P. will have a beneficial
interest in Newco.
The Partnership's participation in the transaction is subject to, among
other conditions, the approval by a majority of the limited partners of the
Partnership.
<PAGE>
The foregoing is a summary only and is qualified in its entirety by
reference to the Master Agreement, which is filed as an exhibit hereto.
Item 5. Interest in Securities of the Issuer.
(a) Opal Partners beneficially owns 670,634 Units (which is
approximately 13% of the shares of Units outstanding on March 31, 1999 based on
information reported in the Partnership's Quarterly Report on Form 10-Q/A for
the quarter ended March 31, 1999 filed with the Securities and Exchange
Commission on May 18, 1999).
(b) Opal Partners has sole voting power and sole dispositive power
with respect to the 670,634 Units it beneficially owns. Opal Partners' general
partner DDC&R has the sole power to vote and to dispose of the Units. The sole
stockholder, executive officer and director of DDC&R is Carole J. McNeil.
(c) There have been no transactions in the Units by Opal Partners
during the past 60 days.
(d) DDC&R and Carole J. McNeil have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of,
the Units.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
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Master Agreement, dated as of June 24, 1999, 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 Investors, Inc., McNeil Partners,
L.P., McNeil Real Estate Management, Inc., McNeil Summerhill, Inc. and Robert A.
McNeil. See Item 4 for a description of this agreement.
<PAGE>
Item 7. Material to be Filed as Exhibits.
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1. Master Agreement, dated as of June 24, 1999, by and among
WXI/McN Realty, L.L.C., the Partnership, 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., 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 Investors, Inc., McNeil Partners, L.P., McNeil Real
Estate Management, Inc., McNeil Summerhill, Inc. and Robert A.
McNeil.
Incorporated by reference to Form 8-K of McNeil Real Estate
Fund IX, Ltd. (File No. 0-9026) dated June 24, 1999 as filed
with the Securities and Exchange Commission on June 29, 1999.
2. Press Release of McNeil Partners, L.P. dated June 25, 1999.
Incorporated by reference to Form 8-K of McNeil Real Estate
Fund IX, Ltd. (File No. 0-9026) dated June 24, 1999 as filed
with the Securities and Exchange Commission on June 29, 1999.
<PAGE>
SIGNATURE
After reasonable 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.
Date: July 7, 1999
OPAL PARTNERS, L.P.
By: DDC&R, Inc., its general partner
By: /s/ Carole J. McNeil
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Carole J. McNeil
