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 XXVI, L.P. --------------------------------------- (Name of Issuer) McNeil Real Estate Fund XXVI, 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 --------------------------------------- (Name of Person(s) Filing Statement) Units of Limited Partnership Interest --------------------------------------- (Title of Class of Securities) N/A --------------------------------------- (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 --------------------------------------- (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 - ------------------------------------------------------------------------------- Transaction Amount of valuation* Filing Fee** - ------------------------------------------------------------------------------- $ 22,497,974 $ 4,499.59 - ------------------------------------------------------------------------------- * For purposes of calculating the filing fee only. This calculation assumes the exchange of 86,530,671 units of limited partner interest in the Issuer at $0.26 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. Amount Previously Paid: $ 4,499.59 Filing Party: McNeil Real Estate Fund XXVI, L.P. Form or Registration No.: Schedule 14A Date Filed: August 3, 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 XXVI, L.P., 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 21, 2000. Such transactions were consummated with respect to the Partnership on February 15, 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 $0.26 in cash. In addition, a special cash distribution of approximately $0.0212 per unit was declared as of February 15, 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 February 15, 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 17, 2000 McNEIL REAL ESTATE FUND XXVI, L.P. 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 _________________________ Name: ROBERT A. McNEIL WXI/McN REALTY L.L.C. 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 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 February 15, 2000