SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO.1
TO THE
SCHEDULE 13E-3
(Final Amendment)
Rule 13e-3 Transaction Statement
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
McNeil Real Estate Fund XI, Ltd.
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(Name of Issuer)
McNeil Real Estate Fund XI, Ltd.
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)
Jonathan Langer
Vice President
WXI/McN Realty L.L.C.
85 Broad Street
New York, New York 10004
(212) 902-1000
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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:
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
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.
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**
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$ 33,400,917 $ 6,680.18
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* For purposes of calculating the filing fee only. This calculation assumes
the exchange of 159,813 units of limited partner interest in the Issuer at
$209.00 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: $ 6,648.22 Filing Party: McNeil Real Estate
Fund XI, Ltd.
Form or Registration No.: Schedule 14A Date Filed: August 3, 1999
(2) Amount Previously Paid: $ 31.96 Filing Party: McNeil Real Estate
Fund XI, Ltd.
Form or Registration No.: Schedule 14A Date Filed: December 14, 1999
INTRODUCTION
This Final Amendment to Rule 13e-3 Transaction Statement (this
"Final Amendment") is being jointly filed by each of (1) McNeil Real Estate
Fund XI, Ltd., a California limited partnership (the "Partnership"),
(2) McNeil Partners, L.P., a Delaware limited partnership (the "General
Partner"), (3) McNeil Investors, Inc., a Delaware corporation and the
general partner of the General Partner ("McNeil Investors"), (4) Robert A.
McNeil, the sole stockholder of McNeil Investors, (v) WXI/McN Realty
L.L.C., a Delaware limited liability company (the "Purchaser"), (6) WXI/MNL
Real Estate, L.L.C., a Delaware limited liability company and the managing
member of the Purchaser ("WXI/MNL Real Estate"), and (7) Whitehall Street
Real Estate Limited Partnership XI, a Delaware limited partnership and the
managing member of WXI/MNL Real Estate ("Whitehall" and, collectively with
the Partnership, the General Partner, McNeil Investors, Robert A. McNeil,
WXI/McN Realty and WXI/MNL Real Estate, the "Filing Persons"), pursuant to
Section 13(e) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and Rule 13e-3 thereunder, to amend and supplement the
definitive Rule 13e-3 Transaction Statement on Schedule 13E-3, jointly
filed by the Filing Persons with the Securities and Exchange Commission
(the "SEC") on December 14, 1999 (the "Transaction Statement"). Unless otherwise
indicated herein, each capitalized term used but not defined herein shall
have the meaning assigned to such term in the Transaction Statement or in
the Definitive Proxy Statement on Schedule 14A of the Partnership filed by
the Partnership with the SEC on December 14, 1999 (the "Proxy Statement").
This Final Amendment is being filed with the SEC pursuant to the
requirements of Rule 13e-3(d)(3) promulgated under the Exchange Act, to
reflect the results of the transactions contemplated by the Master
Agreement with respect to the Partnership. Except as expressly set forth in
this Final Amendment, all information in the Transaction Statement remains
unchanged.
ITEM 6. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION.
Item 6 is hereby amended and supplemented by adding the following
information:
On January 31, 2000, a subsidiary of the Purchaser 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 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 in its entirety by reference to the
Commercial Loan Agreement, which is attached as Exhibit (a)(1)
hereto and is incorporated herein by reference in its entirety.
On January 31, 2000, subsidiaries of the Purchaser 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 to partially finance
the acquisition of the McNeil Partnerships. The foregoing
description is qualified in its entirety by reference to the
Multifamily Loan Agreement, which is attached as Exhibit (a)(2)
hereto and is incorporated herein by reference in its entirety.
ITEM 16. ADDITIONAL INFORMATION.
Item 16 is hereby amended and supplemented by adding the following
information.
The transactions contemplated by the Master Agreement,
including the merger of a separate newly formed subsidiary of the
Purchaser with and into the Partnership (the "Merger"), were
approved by the limited partners of the Partnership on January 20,
2000. Such transactions were consummated with respect to the
Partnership on January 31, 2000, and the Merger became effective on
such date upon the filing of a Certificate of Merger with the
Secretary of State of the State of California. As a result of the
Merger, each limited partner unit in the Partnership has been
converted into the right to receive $209.00 in cash. In addition, a
special cash distribution of approximately $12.39 per unit was declared
as of January 31, 2000, payable to limited partners holding limited
partner units immediately prior to the effective time of the Merger. As
a result of and following the Merger, all the issued and outstanding
limited partner units in the Partnership are directly or indirectly
beneficially owned by the Purchaser. Accordingly, the Partnership has
filed a Certification and Notice of Termination of Registration on Form
15 with the SEC.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
Item 17 is hereby amended and supplemented by adding the following
exhibits:
(a)(1) Loan Agreement, dated January 31, 2000, between
WXI/MCN Comercial Real Estate Limited Partnership and
General Electric Capital Corporation
(a)(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.
(d)(4) Press Release issued by McNeil Partners, L.P. dated
January 31, 2000
SIGNATURE
After due inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: February 11, 2000 McNEIL REAL ESTATE FUND XI, LTD.
By: WXI/MCN Gen-Par I, L.L.C.
Its: General Partner
By: WXI/McN Realty L.L.C.
Its: Managing Member
By: /s/ Jonathan Langer
_________________________
Name: Jonathan Langer
Title: Vice President
McNEIL PARTNERS, L.P.
By: McNeil Investors, Inc.
Its: General Partner
By: /s/ Robert A. McNeil
___________________________
Name: Robert A. McNeil
Title: Chaiman of the Board
McNEIL INVESTORS, INC.
By: /s/ Robert A. McNeil
___________________________
Name: Robert A. McNeil
Title: Chairman of the Board
/s/ Robert A. McNeil
_____________________________
ROBERT A. McNEIL
WXI/McN REALTY L.L.C.
By: /s/ Jonathan Lanager
_________________________
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 Lanager
_________________________
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 Lanager
_________________________
Name: Jonathan Langer
Title: Vice President
EXHIBIT INDEX
The Exhibit Index is hereby amended and supplemented by adding the
following exhibits:
(a)(1) Loan Agreement, dated January 31, 2000, between
WXI/MCN Comercial Real Estate Limited Partnership
and General Electric Capital Corporation
(a)(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.
(d)(4) Press Release issued by McNeil Partners, L.P. dated
January 31, 2000