SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
Rule 13e-3 Transaction Statement
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
McNeil Real Estate Fund XXVI, L.P.
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(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)
Ron K. Taylor
President
McNeil Investors, Inc.
13760 Noel Road, Suite 600
Dallas, Texas 75240
(972) 448-5800
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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
919 Third Avenue New York, New York 10004 Dallas, Texas 75202
New York, New York 10022 (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: [X]
Calculation of Filing Fee
- -------------------------------------------------------------------------------
Transaction Amount of
valuation* Filing Fee**
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$ 22,497,974 $ 4,499.59
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* 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 Rule 13e-3 Transaction Statement on Schedule 13E-3 (this "Amended
and Restated Transaction Statement") is being jointly filed by (1) McNeil Real
Estate Fund XXVI, L.P., a California limited partnership (the "Partnership"),
(2) McNeil Partners, L.P., a Delaware limited partnership and the general
partner of the 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, (5)
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
"Securities Exchange Act"), and Rule 13e-3 thereunder ("Rule 13e-3"), to amend
and restate Amendment No. 3 to the Preliminary Rule 13e-3 Transaction Statement
on Schedule 13E-3 (File No. 5-46941) jointly filed by the Filing Persons with
the Securities and Exchange Commission on November 10, 1999.
The Partnership has entered into a Master Agreement, dated as of June 24,
1999, as amended as of December 2, 1999 and December 10, 1999 (as amended, the
"Master Agreement"), by and among the Purchaser, the General Partner, McNeil
Investors, McNeil Real Estate Management, Inc., McNeil Summerhill, Inc. and
eighteen other limited partnerships for which the General Partner or an
affiliate of the General Partner serves as the general partner. The Master
Agreement provides, among other things, that (1) the General Partner will
contribute all of its general partner interests in the Partnership to a newly
formed limited liability company directly or indirectly wholly owned by the
Purchaser and this subsidiary will be appointed as the new general partner of
the Partnership and (2) a separate newly formed limited partnership directly or
indirectly wholly owned by the Purchaser will merge with and into the
Partnership with the Partnership continuing as the surviving limited
partnership, and each limited partner of the Partnership (other than limited
partners who validly exercise dissenters' rights in connection with the merger)
will receive cash merger consideration of approximately $0.26 for each limited
partner unit held by that limited partner in the Partnership, together with that
limited partner's allocable share, if any, of a special distribution in cash if
the Partnership participates in the transaction and has a positive net working
capital balance calculated in accordance with the terms of the Master Agreement
on the closing date of the transaction, all as more fully described in the
Proxy Statement (as defined below). A copy of the Master Agreement is included
as Appendix A to the Definitive Proxy Statement on Schedule 14A of the
Partnership filed by the Partnership today with the Securities and Exchange
Commission (the "Proxy Statement"). The Proxy Statement also has been filed as
Exhibit (d)(1) to this Amended and Restated Transaction Statement.
By filing this Amended and Restated Transaction Statement, none of the
Filing Persons concedes that Rule 13e-3 is applicable to the merger or the other
transactions contemplated by the Master Agreement. In addition, under a
potential interpretation of the Securities Exchange Act and Rule 13e-3, one or
more of Whitehall, WXI/MNL Real Estate and the Purchaser may be deemed to be an
affiliate of the Partnership. Therefore, each of Whitehall, WXI/MNL Real Estate
and the Purchaser has been included as a filing person on this Amended and
Restated Transaction Statement.
The cross-reference sheet below is being supplied pursuant to General
Instruction F to Schedule 13E-3 and shows the location in the Proxy Statement of
the information required to be included in response to the items of this Amended
and Restated Transaction Statement. The information in the Proxy Statement,
including all exhibits and appendices thereto, is hereby expressly incorporated
herein by reference, and the responses to each item of this Amended and Restated
Transaction Statement are qualified in their entirety by reference to the
information contained in the Proxy Statement and such exhibits and appendices.
1
CROSS-REFERENCE SHEET
Item in Schedule 13E-3 Location in Proxy Statement
---------------------- ---------------------------
Item 1(a)....................... Cover page, Summary -- Parties to the
transaction
Item 1(b)....................... Cover page, Summary -- Record date;
voting power, The Meeting -- Record
date; voting power, Related Security Holder
Matters -- Additional information concerning
limited partner units
Item 1(c)-(d)................... Related Security Holder Matters --
Additional information concerning
limited partner units
Item 1(e)....................... Not applicable
Item 1(f)....................... Related Security Holder Matters -- Recent
transactions in the Partnership's limited
partner units
Item 2(a)-(g)................... Cover page, Summary -- Parties to the
transaction, Controlling Persons,
Directors and Executive Officers of
McNeil Partners, McNeil Investors,
WXI/MNL Real Estate, L.L.C., WH
Advisors, L.L.C. XI and The Goldman
Sachs Group, Inc.
Item 3(a)-(b)................... Summary--Structure of the transaction,
Summary--Effects of the transaction, Special
Factors--Effects of the transaction, Summary--
Allocation of the aggregate consideration in
the transaction, Special Factors--Opinions and
reports of financial advisors--Allocation
analysis and opinions of Stanger & Co.--
Stanger & Co. allocation analysis, Special
Factors --Interests of certain persons in
matters to be acted upon; conflicts of
interest, Special Factors -- Background of the
transaction, Special Factors -- Purposes and
reasons for the transaction, Related Security
Holder Matters -- Recent transactions in the
Partnership's limited partner units, Related
Security Holder Matters -- Past contacts,
transactions and negotiations, Special Factor
-- Events subsequent to the execution of the
Master Agreement
Item 4(a)....................... Summary, Special Factors -- Recommendations of
the special committee and the McNeil Investors
board of directors; fairness of the
transaction, Special Factors -- Interests of
certain persons in matters to be acted upon;
conflicts of interest, Special Factors --
Purposes and reasons for the transaction,
Special Factors -- Effects of the transaction,
Special Factors--Opinions and reports of
financial advisors--Allocation analysis and
opinions of Stanger & Co.--Stanger & Co.
allocation analysis, The Master Agreement,
WXI/McN Realty Operating Agreement, Other
Agreements Between the McNeil Affiliates and
Affiliates of WXI/McN Realty, Special
Factors -- Plans for the McNeil Partnerships
that participate in the transaction
Item 4(b)....................... Summary -- Interests of certain persons in
matters to be acted upon; conflicts of
interest, Special Factors -- Interests of
certain persons in matters to be acted upon;
conflicts of interest, WXI/McN Realty
Operating Agreement
Item 5(a)-(g)................... Special Factors -- Financing; sources
of funds, Special Factors -- Plans
for the McNeil
2
a
b
Partnerships that participate in the
transaction, Special Factors -- Effects of the
transaction, Related Security Holder
Matters -- Plans or proposals, Special
Factors -- Interests of certain persons in
matters to be acted upon; conflicts of
interest, The Master Agreement, WXI/McN Realty
Operating Agreement, Other Agreements Between
the McNeil Affiliates and Affiliates of
WXI/McN Realty, Summary -- Financing; sources
of funds, Summary -- Interests of certain
persons in matters to be acted upon; conflicts
of interest, Summary -- Effects of the
transaction, Summary -- Structure of the
transaction
Item 6(a), (c).................. Special Factors -- Financing; sources
of funds, The Master Agreement -- Aggregate
consideration, The Master Agreement --
Material representations and warranties,
Special Factors -- Effects of the transaction,
Special Factors -- Interests of certain
persons in matters to be acted upon; conflicts
of interest -- Receipt of aggregate
consideration by the McNeil Affiliates,
Summary--Structure of the transaction, Special
Factors--Opinions and reports of financial
advisors--Allocation analysis and opinions of
Stanger & Co.--Stanger & Co. allocation
analysis, Summary -- Effects of the
transaction, Summary -- Allocation of the
aggregate consideration in the
transaction
Item 6(b)....................... Special Factors -- Expenses relating
to the transaction, The Meeting --
Solicitation of proxies, Special Factors --
Opinions and reports of financial advisors
-- Allocation analysis and opinions of
Stanger & Co. -- Fee arrangements, Special
Factors -- Opinions and reports of financial
advisors -- Eastdil Realty Company opinions
-- Fee arrangements, The Master Agreement --
Fees and expenses
Item 6(d)....................... Not applicable
Item 7(a),(c)................... Special Factors -- Purposes and
reasons for the transaction, Special
Factors -- Recommendations of the
special committee and the McNeil
Investors board of directors;
fairness of the transaction, Special
Factors -- Background of the transaction,
Special Factors -- Opinions and reports of
financial advisors, Special Factors --
Alternatives to the transaction, Summary --
Purposes and reasons for the transaction,
Summary -- Recommendations of the special
committee and the McNeil Investors board of
directors, Summary -- Factors considered by
the McNeil Investors board of directors and
the special committee; fairness of the
transaction, Summary -- Opinions and reports
of financial advisors, Appendices C-1, C-2,
D-1 and D-2
Item 7(b)....................... Special Factors -- Alternatives to the
transaction
Item 7(d)....................... Summary -- Structure of the transaction,
Summary -- Effects of the transaction,
Summary -- Purposes and reasons for the
transaction, Summary -- Interests of certain
persons in matters to be acted upon; conflicts
of interest, Summary -- Allocation of the
aggregate consideration in the transaction,
Summary -- Federal income tax consequences of
the transaction, Summary -- Accounting
treatment of transaction, Special Factors --
Effects of the transaction, Special Factors
-- Purposes and reasons for the transaction,
Special Factors--Opinions and reports of
financial advisors--Allocation analysis and
opinions of Stanger & Co.--Stanger & Co.
allocation analysis, The Master Agreement --
The mergers, The Master Agreement -- The
contributions, The Master Agreement --
Aggregate consideration, The Master Agreement
-- Fees and expenses, The Master Agreement --
Material covenants, Special Factors --
Anticipated accounting treatment, WXI/McN
Realty Operating Agreement, Other Agreements
Between the McNeil Affiliates and Affiliates
of WXI/McN Realty, Special Factors -- Federal
income tax consequences, Special Factors --
Interests of certain persons in matters to be
acted upon; conflicts of interest, Special
Factors -- Plans for the McNeil Partnerships
that participate in the transaction, Special
Factors -- Plans for the McNeil Partnerships
that do not participate in the
transaction
Item 8(a)-(b), (d)-(f).......... Special Factors -- Recommendations of the
special committee and the McNeil Investors
board of directors; fairness of the
transaction, Summary -- Factors considered by
the McNeil Investors board of directors and
the special committee; fairness of the
transaction, Summary -- Recommendations of the
special committee and the McNeil Investors
board of directors, Summary -- Position of
McNeil Partners and Robert A. McNeil regarding
the fairness of the transaction, Summary --
Position of Whitehall, WXI/MNL Real Estate
and WXI/McN Realty, Summary -- Opinions and
reports of financial advisors, Special
Factors -- Opinions and reports of financial
advisors, Special Factors -- Position of
McNeil Partners and Robert A. McNeil regarding
the fairness of the transaction, Special
Factors -- Position of Whitehall, WXI/MNL Real
Estate and WXI/McN Realty, Special Factors --
Alternatives to the transaction, Special
Factors -- Background of the transaction,
Special Factors -- Interests of certain
persons in matters to be acted upon; conflicts
of interest, Appendices C-1, C-2, D-1 and D-2
Item 8(c)....................... Cover page, Summary -- Quorum; vote required,
The Meeting -- Vote required, Summary --
Interests of certain persons in matters to be
acted upon; conflicts of interest -- Ownership
of limited partner units in the Partnership,
The Meeting -- Ownership of limited partner
units in the Partnership, Special Factors --
Interests of certain persons in matters to be
acted upon; conflicts of interest -- Ownership
of limited partner units in the McNeil
Partnerships by the McNeil Affiliates, Special
Factors -- Recommendations of the special
committee and the McNeil Investors board of
directors; fairness of the transaction --
Recommendations of the special committee,
Summary -- Factors considered by the McNeil
Investors board of directors and the special
committee; fairness of the transaction
Item 9(a)-(b)................... Special Factors -- Recommendations of the
special committee and the McNeil Investors
board of directors; fairness of the
transaction, Special Factors -- Opinions and
reports of financial advisors, Special
Factors -- Background of the transaction, The
Master Agreement -- Aggregate consideration --
Allocation of the aggregate consideration,
Summary -- Allocation of the aggregate
consideration in the transaction, Summary --
Opinions and reports of financial advisors,
Summary -- Recommendations of the special
committee and the McNeil Investors board of
directors, Summary -- Factors considered by
the McNeil Investors board of directors and
the special committee; fairness of the
transaction, Appendices C-1, C-2, D-1 and
D-2
Item 9(c)....................... Where You Can Find More Information,
Appendices C-1, C-2, D-1 and D-2
Item 10(a)...................... Special Factors -- Interests of certain
persons in matters to be acted upon; conflicts
of interest -- Ownership of limited partner
units
3
in the McNeil Partnerships by the
McNeil Affiliates, Related Security
Holder Matters -- Principal holders
of limited partner units
Item 10(b)....................... Related Security Holder Matters -- Recent
transactions in the Partnership's limited
partner units
Item 11.......................... Summary--Structure of the transaction,
Summary--Effects of the transaction, Special
Factors--Effects of the transaction,
Summary--Allocation of the aggregate
consideration in the transaction, Special
Factors--Opinions and reports of financial
advisors--Allocation analysis and opinions of
Stanger & Co.--Stanger & Co. allocation
analysis, The Master Agreement, WXI/McN
Realty Operating Agreement, Other Agreements
Between the McNeil Affiliates and Affiliates
of WXI/McN Realty, Related Security Holder
Matters --Contracts, arrangements and
understandings with respect to limited
partner units in the Partnership, Summary --
Quorum; vote required, Summary --Interests of
certain persons in matters to be acted upon;
conflicts of interest --Ownership of limited
partner units in the Partnership, The
Meeting --Ownership of limited partner units
in the Partnership, Special Factors --
Interests of certain persons in matters to be
acted upon; conflicts of interest --Ownership
of limited partner units in the McNeil
Partnerships by the McNeil Affiliates,
Special Factors --Events subsequent to the
execution of the Master Agreement, Other
Agreements With Respect to the Transaction
Item 12(a)....................... Summary -- Quorum; vote required, Summary --
Interests of certain persons in matters to be
acted upon; conflicts of interest --
Ownership of limited partner units in the
Partnership, The Meeting -- Ownership of
limited partner units in the Partnership,
Special Factors -- Interests of certain
persons in matters to be acted upon;
conflicts of interest -- Ownership of limited
partner units in the McNeil Partnerships by
the McNeil Affiliates
Item 12(b)....................... Cover page, Summary -- Recommendations of the
special committee and the McNeil Investors
board of directors, Summary -- Factors
considered by the McNeil Investors board of
directors and the special committee; fairness
of the transaction, Summary -- Position of
McNeil Partners and Robert A. McNeil
regarding the fairness of the transaction,
Summary -- Position of Whitehall, WXI/MNL
Real Estate and WXI/McN Realty, Special
Factors -- Recommendations of the special
committee and the McNeil Investors board of
directors; fairness of the transaction,
Special Factors -- Position of McNeil
Partners and Robert A. McNeil regarding the
fairness of the transaction, Special
Factors -- Position of Whitehall, WXI/MNL
Real Estate and WXI/McN Realty, The
Meeting -- Recommendations of the McNeil
Investors board of directors
Item 13(a)....................... Summary -- Dissenters' rights, Summary --
Recommendations of the special committee and
the McNeil Investors board of directors,
Summary -- Factors considered by the McNeil
Investors board of directors and the special
committee; fairness of the transaction, Special Factors -- Dissenters'
rights, Special Factors -- Recommendations of
the special committee and the McNeil
Investors board of directors; fairness of the
transaction, Appendix E
Item 13(b)....................... The Meeting -- Lists of limited
partners of the Partnership
Item 13(c)....................... Not applicable
Item 14(a)....................... Incorporation of Certain Documents by
Reference, Summary Financial Data of
the Partnership, Certain Financial
Projections of the Partnership, Annual Report
and Quarterly Report (The Partnership's
Annual Report on Form 10-K for the year ended
December 31, 1998, and the Partnership's
Quarterly Report on Form 10-Q for the
quarter ended September 30, 1999, and the
Partnership's audited financial statements
included in the Form 10-K and unaudited
financial statements included in the Form 10-
Q, are incorporated herein by reference
pursuant to General Instruction D to Schedule
13E-3.)
Item 14(b)....................... Not applicable
4
Item 15(a)-(b)................... Summary -- Recommendations of the special
committee and the McNeil Investors board of
directors, Summary -- Opinions and reports of
financial advisors, Summary -- Interests of
certain persons in matters to be acted upon;
conflicts of interest, Special Factors --
Background of the transaction, Special
Factors -- Interests of certain persons in
matters to be acted upon; conflicts of
interest, Special Factors -- Recommendations
of the special committee and the McNeil
Investors board of directors; fairness of the
transaction, Special Factors -- Opinions and
reports of financial advisors, Special
Factors -- Expenses relating to the
transaction, The Meeting -- Solicitation of
proxies
Item 16.......................... Proxy Statement in its entirety
Item 17.......................... Not applicable. See Item 17 of this Amended
and Restated Transaction Statement.
- ----------
5
ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION.
(a) The information set forth on the cover page and under "Summary --
Parties to the transaction" in the Proxy Statement is incorporated herein by
reference.
(b) The information set forth on the cover page and under "Summary --
Record date; voting power," "The Meeting -- Record date; voting power" and
"Related Security Holder Matters -- Additional information concerning limited
partner units" in the Proxy Statement is incorporated herein by reference.
(c)-(d) The information set forth under "Related Security Holder
- -- Matters -- Additional information concerning limited partner units" in the
Proxy Statement is incorporated herein by reference.
(e) Not applicable
(f) The information set forth under "Related Security Holder Matters
Recent transactions in the Partnership's limited partner units" in the Proxy
Statement is incorporated herein by reference.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(e), (g) This Amended and Restated Transaction Statement is being
filed jointly by the Filing Persons. One of the Filing Persons is the
Partnership. The Partnership is the issuer of the class of equity securities
which is the subject of the Rule 13e-3 transaction. The information set forth on
the cover page and under "Summary --Parties to the transaction" and "Controlling
Persons, Directors And Executive Officers of McNeil Partners, McNeil Investors,
WXI/MNL Real Estate, L.L.C., WH Advisors, L.L.C. XI and The Goldman Sachs Group,
Inc." in the Proxy Statement is incorporated herein by reference.
(f) During the past five years, none of McNeil Partners, McNeil
Investors, Robert A. McNeil or any of the other McNeil named persons set forth
in "Controlling Persons, Directors and Executive Officers of McNeil Partners,
McNeil Investors, WXI/MNL Real Estate, L.L.C., WH Advisors, L.L.C. XI and The
Goldman Sachs Group, Inc.--Background of McNeil named persons" in the Proxy
Statement has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or was a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
that proceeding was or is subject to a judgment, decree or final order enjoining
further violations of, or prohibiting activities subject to, federal or state
securities laws or finding any violations of those laws.
During the past five years, none of WXI/McN Realty, WXI/MNL Real
Estate, Whitehall or any of the WXI/McN Realty named persons set forth in
"Controlling Persons, Directors and Executive Officers of McNeil Partners,
McNeil Investors, WXI/MNL Real Estate, L.L.C., WH Advisors, L.L.C. XI and The
Goldman Sachs Group, Inc.--Background of WXI/McN Realty named persons" in the
Proxy Statement has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or was a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
that proceeding was or is subject to a judgment, decree or final order enjoining
further violations of, or prohibiting activities subject to, federal or state
securities laws or finding any violations of those laws.
6
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS.
(a)-(b) The information set forth under "Summary--Structure of the
transaction," "Summary--Effects of the transaction," "Special Factors--Effects
of the transaction," "Summary--Allocation of the aggregate consideration in the
transaction," "Special Factors--Opinions and reports of financial advisors--
Allocation analysis and opinions of Stanger & Co. -- Stanger & Co. allocation
analysis," "Special Factors--Interests of certain persons in matters to be acted
upon; conflicts of interest," "Special Factors -- Background of the
transaction," "Special Factors-- Purposes and reasons for the transaction,"
"Related Security Holder Matters-- Recent transactions in the Partnership's
limited partner units," "Related Security Holder Matters -- Past contacts,
transactions and negotiations" and "Special Factors -- Events subsequent to the
execution of the Master Agreement" in the Proxy Statement is incorporated herein
by reference.
ITEM 4. TERMS OF THE TRANSACTION.
(a) The information set forth under "Summary," "Special Factors --
Recommendations of the special committee and the McNeil Investors board of
directors; fairness of the transaction," "Special Factors -- Interests of
certain persons in matters to be acted upon; conflicts of interest," "Special
Factors -- Purposes and reasons for the transaction," "Special Factors --Effects
of the transaction," "Special Factors--Opinions and reports of financial
advisors--Allocation analysis and opinions of Stanger & Co.--Stanger & Co.
allocation analysis," "The Master Agreement," "WXI/McN Realty Operating
Agreement," "Other Agreements Between the McNeil Affiliates and Affiliates of
WXI/McN Realty" and "Special Factors --Plans for the McNeil Partnerships that
participate in the transaction" in the Proxy Statement is incorporated herein by
reference.
(b) The information set forth in "Summary -- Interests of certain persons
in matters to be acted upon; conflicts of interest," "Special Factors --
Interests of certain persons in matters to be acted upon; conflicts of interest"
and "WXI/McN Realty Operating Agreement" in the Proxy Statement is incorporated
herein by reference.
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.
(a)-(g) The information set forth under "Special Factors -- Financing;
sources of funds," "Special Factors -- Plans for the McNeil Partnerships that
participate in the transaction," "Special Factors -- Effects of the
transaction," "Related Security Holder Matters -- Plans or proposals," "Special
Factors -- Interests of certain persons in matters to be acted upon; conflicts
of interest," "The Master Agreement," "WXI/McN
Realty Operating Agreement," "Other Agreements Between the McNeil Affiliates and
Affiliates of WXI/McN Realty," "Summary -- Financing; sources of funds,"
"Summary -- Interests of certain persons in matters to be acted upon; conflicts
of interest," "Summary -- Effects of the transaction" and "Summary -- Structure
of the transaction" in the Proxy Statement is incorporated herein by
reference.
ITEM 6. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a), (c) The information set forth under "Special Factors -- Financing;
sources of funds," "The Master Agreement -- Aggregate consideration," "The
Master Agreement -- Material representations and warranties," "Special
Factors -- Effects of the transaction," "Special Factors -- Interests of certain
persons in matters to be acted upon; conflicts of interest -- Receipt of
aggregate consideration by the McNeil Affiliates," "Summary--Structure of the
transaction," "Special Factors--Opinions and reports of financial advisors--
Allocation analysis and opinions of Stanger & Co.--Stanger & Co. allocation
analysis," "Summary -- Effects of the transaction" and "Summary -- Allocation of
the aggregate consideration in the transaction" in the Proxy
Statement is incorporated herein by reference.
(b) The information set forth under "Special Factors -- Expenses relating
to the transaction," "The Meeting -- Solicitation of proxies" "Special Factors
- -- Opinions and reports of financial advisors--Allocation analysis and opinions
of Stanger & Co.-- Fee arrangements," "Special Factors -- Opinions and reports
of financial advisors -- Eastdil Realty Company opinions -- Fee arrangements"
and "The Master Agreement -- Fees and expenses" in the Proxy Statement is
incorporated herein by reference.
(d) Not applicable.
ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS.
(a), (c) The information set forth under "Special Factors -- Purposes and
reasons for the transaction," "Special Factors -- Recommendations of the
special committee and the McNeil Investors board of directors; fairness of the
transaction," "Special Factors -- Background of the transaction" "Special
Factors -- Opinions and reports of financial advisors,""Special Factors --
Alternatives to the transaction," "Summary -- Purposes and reasons for the
transaction," "Summary--Recommendations of the special committee and the McNeil
Investors board of directors," "Summary -- Factors considered by the McNeil
Investors board of directors and the special committee; fairness of the
transaction" and "Summary -- Opinions and reports of financial advisors" in the
Proxy Statement and Appendices C-1, C-2, D-1 and D-2 thereto are
incorporated herein by reference.
(b) The information set forth under "Special Factors -- Alternatives to the
transaction" in the Proxy Statement is incorporated herein by reference.
7
(d) The information set forth under "Summary -- Structure of the
transaction," "Summary -- Effects of the transaction," "Summary -- Purposes and
reasons for the transaction," "Summary -- Interests of certain persons in
matters to be acted upon; conflicts of interest," "Summary -- Allocation of the
aggregate consideration in the transaction," "Summary -- Federal income tax
consequences of the transaction," "Summary -- Accounting treatment of
transaction" "Special Factors -- Effects of the transaction," "Special Factors--
Purposes and reasons for the transaction," "Special Factors--Opinions and
reports of financial advisors--Allocation analysis and opinions of Stanger &
Co.-- Stanger & Co. allocation analysis," "The Master Agreement -- The mergers,"
"The Master Agreement -- The contributions," "The Master Agreement --Aggregate
consideration," "The Master Agreement -- Fees and expenses," "The Master
Agreement -- Material covenants," "Special Factors -- Anticipated accounting
treatment," "WXI/McN Realty Operating Agreement," "Other Agreements Between the
McNeil Affiliates and Affiliates of WXI/McN Realty," "Special Factors -- Federal
income tax consequences," "Special Factors -- Interests of certain persons in
matters to be acted upon; conflicts of interest," "Special Factors -- Plans for
the McNeil Partnerships that participate in the transaction" and "Special
Factors -- Plans for the McNeil Partnerships that do not participate in the
transaction" in the Proxy Statement is incorporated herein by reference.
ITEM 8. FAIRNESS OF THE TRANSACTION.
(a)-(b); (d)-(f) The information set forth under "Special Factors --
Recommendations of the special committee and the McNeil Investors board of
directors; fairness of the transaction," "Summary -- Factors considered by the
McNeil Investors board of directors and the special committee; fairness of the
transaction," "Summary -- Recommendations of the special committee and the
McNeil Investors board of directors," "Summary -- Position of McNeil Partners
and Robert A. McNeil regarding the fairness of the transaction," "Summary --
Position of Whitehall, WXI/MNL Real Estate and WXI/McN Realty," "Summary --
Opinions and reports of financial advisors," "Special Factors -- Opinions and
reports of financial advisors," "Special Factors -- Position of McNeil Partners
and Robert A. McNeil regarding the fairness of the transaction," "Special
Factors -- Position of Whitehall, WXI/MNL Real Estate and WXI/McN Realty,"
"Special Factors -- Alternatives to the transaction," "Special Factors --
Background of the transaction" and "Special Factors -- Interests of certain
persons in matters to be acted upon; conflicts of interest" in the Proxy
Statement and Appendices C-1, C-2, D-1 and D-2 thereto are incorporated herein
by reference.
(c) The information set forth on the cover page and under "Summary --
Quorum; vote required," "The Meeting -- Vote required," "Summary -- Interests of
certain persons in matters to be acted upon; conflicts of interest -- Ownership
of limited partner units in the Partnership," "The Meeting -- Ownership of
limited partner units in the Partnership," "Special Factors -- Interests of
certain persons in matters to be acted upon; conflicts of interest -- Ownership
of limited partner units in the McNeil Partnerships by the McNeil Affiliates,"
"Special Factors -- Recommendations of the special committee and the McNeil
Investors board of directors; fairness of the transaction -- Recommendations of
the special committee" and "Summary -- Factors considered by the McNeil
Investors board of directors and the special committee; fairness of the
transaction" in the Proxy Statement is incorporated herein by reference.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.
(a)-(b) The information set forth under "Special Factors -- Recommendations
of the special committee and the McNeil Investors board of directors; fairness
of the transaction," "Special Factors -- Opinions and reports of financial
advisors," "Special Factors -- Background of the transaction," "The Master
Agreement -- Aggregate consideration -- Allocation of the aggregate
consideration," "Summary -- Allocation of the aggregate consideration in the
transaction," "Summary -- Opinions and reports of financial advisors,"
"Summary -- Recommendations of the special committee and the McNeil Investors
board of directors" and "Summary -- Factors considered by the McNeil Investors
board of directors and the special committee; fairness of the transaction" in
the Proxy Statement and Appendices C-1, C-2, D-1 and D-2 thereto are
incorporated herein by reference.
(c) The information set forth under "Where You Can Find More Information"
in the Proxy Statement and Appendices C-1, C-2, D-1 and D-2 thereto are
incorporated herein by reference.
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.
(a) The information set forth under "Special Factors -- Interests of
certain persons in matters to be acted upon; conflicts of interest --
Ownership of limited partner units in the McNeil Partnerships by the McNeil
Affiliates," and "Related Security Holder Matters -- Principal holders of
limited partner units" in the Proxy Statement is incorporated herein
by reference.
(b) The information set forth in "Related Security Holder Matters -- Recent
transactions in the Partnership's limited partner units" in the Proxy Statement
is incorporated herein by reference.
ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE
ISSUER'S SECURITIES.
The information set forth under "Summary--Structure of the transaction,"
"Summary--Effects of the transaction," "Special Factors--Effects of the
transaction," "Summary--Allocation of the aggregate consideration in the
transaction," "Special Factors--Opinions and reports of financial advisors--
Allocation analysis and opinions of Stanger & Co.-- Stanger & Co. allocation
analysis," "The Master Agreement," "WXI/McN Realty Operating Agreement," "Other
Agreements Between the McNeil Affiliates and Affiliates of WXI/McN Realty,"
"Related Security Holder Matters -- Contracts, arrangements and understandings
with respect to limited partner units in the Partnership," "Summary -- Quorum;
vote required," "Summary -- Interests of certain persons in matters to be acted
upon; conflicts of interest -- Ownership of limited partner units in the
Partnership," "The Meeting -- Ownership of limited partner units in the
Partnership," "Special Factors -- Interests of certain persons in matters to be
acted upon; conflicts of interest -- Ownership of limited partner units in the
McNeil Partnerships by the McNeil Affiliates," "Special Factors -- Events
subsequent to the execution of the Master Agreement" and "Other Agreements With
Respect to the Transaction" in the Proxy Statement is incorporated herein by
reference.
ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH REGARD
TO THE TRANSACTION.
8
(a) The information set forth under "Summary -- Quorum; vote required,"
"Summary -- Interests of certain persons in matters to be acted upon; conflicts
of interest -- Ownership of limited partner units in the Partnership," "The
Meeting -- Ownership of limited partner units in the Partnership" and "Special
Factors -- Interests of certain persons in matters to be acted upon; conflicts
of interest -- Ownership of limited partner units in the McNeil Partnerships by
the McNeil Affiliates" in the Proxy Statement is incorporated herein by
reference.
(b) The information set forth on the cover page and under "Summary --
Recommendations of the special committee and the McNeil Investors board of
directors," "Summary -- Factors considered by the McNeil Investors board of
directors and the special committee; fairness of the transaction,"
"Summary -- Position of McNeil Partners and Robert A. McNeil regarding the
fairness of the transaction," "Summary -- Position of Whitehall, WXI/MNL Real
Estate and WXI/McN Realty," "Special Factors -- Recommendations of the special
committee and the McNeil Investors board of directors; fairness of the
transaction," "Special Factors -- Position of McNeil Partners and Robert A.
McNeil regarding the fairness of the transaction," "Special Factors -- Position
of Whitehall, WXI/MNL Real Estate and WXI/McN Realty" and "The Meeting --
Recommendations of the McNeil Investors board of directors" in the Proxy
Statement is incorporated herein by reference.
ITEM 13. OTHER PROVISIONS OF THE TRANSACTION.
(a) The information set forth under "Summary -- Dissenters' rights,"
"Summary -- Recommendations of the special committee and the McNeil Investors
board of directors," "Summary -- Factors considered by the McNeil Investors
board of directors and the special committee; fairness of the transaction,"
"Special Factors -- Dissenters' rights" and "Special Factors-Recommendations of
the special committee and the McNeil Investors board of directors; fairness of
the transaction -- Recommendations of the special committee" in the Proxy
Statement and Appendix E thereto are incorporated herein by reference.
(b) The information set forth under "The Meeting -- Lists of limited
partners of the Partnership" in the Proxy Statement is incorporated herein by
reference.
(c) Not applicable.
ITEM 14. FINANCIAL INFORMATION.
(a) The information set forth under "Incorporation of Certain Documents by
Reference," "Summary Financial Data of the Partnership" and "Certain Financial
Projections of the Partnership" in the Proxy Statement is incorporated herein by
reference. Pursuant to General Instruction D to Schedule 13E-3, the
Partnership's Annual Report on Form 10-K for the year ended December 31, 1998
and its Quarterly Report on Form 10-Q for the quarter ended September 30, 1999
are incorporated herein by reference. The Partnership's audited financial
statements included in the Form 10-K and unaudited financial statements included
in the Form 10-Q are incorporated herein by reference. In addition, the
Partnership's Annual Report on Form 10-K for the year ended December 31, 1998
and its Quarterly Report on Form 10-Q for the quarter ended September 30, 1999
will be delivered to holders of limited partner units in the Partnership
together with the Proxy Statement. See "Annual Report and Quarterly Report" and
"Incorporation of Certain Documents by Reference" in the Proxy Statement.
(b) Not applicable.
ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED.
(a)-(b) The information set forth under "Summary -- Recommendations of the
special committee and the McNeil Investors board of directors," "Summary --
Opinions and reports of financial advisors," "Summary -- Interests of certain
persons in matters to be acted upon; conflicts of interest," "Special Factors --
Background of the transaction," "Special Factors -- Interests of certain persons
in matters to be acted upon; conflicts of interest," "Special Factors --
Recommendations of the special committee and the McNeil Investors board of
directors; fairness of the transaction," "Special Factors -- Opinions and
reports of financial advisors," "Special Factors -- Expenses relating to the
transaction" and "The
9
Meeting -- Solicitation of proxies" in the Proxy Statement is incorporated
herein by reference.
ITEM 16. ADDITIONAL INFORMATION.
The information contained in the Proxy Statement is incorporated herein by
reference in its entirety.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
(a) Not applicable
(b)(1) Opinion of Robert A. Stanger & Co., Inc. dated June 24, 1999
(incorporated by reference to Appendix C-1 to the Proxy
Statement)
(b)(2) Opinion of Robert A. Stanger & Co., Inc. dated December 10, 1999
(incorporated by reference to Appendix C-2 to the Proxy
Statement)
(b)(3) Opinion of Eastdil Realty Company L.L.C. dated June 24, 1999
(incorporated by reference to Appendix D-1 to the Proxy
Statement)
(b)(4) Opinion of Eastdil Realty Company L.L.C. dated December 10, 1999
(incorporated by reference to Appendix D-2 to the Proxy
Statement)
(b)(5) Status Report on Proposed Transaction Involving the McNeil
Partnerships, dated June 24, 1999, prepared by Robert A. Stanger &
Co., Inc.(1)
(b)(6) Factual chronology of PaineWebber, Incorporated, dated June 3,
1999(2)
(b)(7) Estimates of the deficit restoration obligations of the general
partners of the McNeil Partnerships as of January 31, 2000,
prepared by Arthur Andersen LLP**
(b)(8) Status report of Eastdil Realty Company, L.L.C., dated May 25,
1999(2)
(b)(9) Report of Houlihan, Lokey, Howard & Zukin Capital, dated as of
June 1999(2)
(b)(10) Status Report on Proposed Transaction Involving the McNeil
Partnerships, dated December 1999, prepared by Robert A.
Stanger & Co. Inc.**
(c)(1) Master Agreement, dated as of June 24, 1999, as amended as of
December 2, 1999 and December 10, 1999, by and among WXI/McN Realty
L.L.C., the McNeil Partnerships (as defined therein), McNeil
Investors, Inc., McNeil Partners, L.P., McNeil Real Estate
Management, Inc., McNeil Summerhill, Inc. and Robert A. McNeil
(incorporated by reference to Appendix A to the Proxy
Statement)
(c)(2) Form of First Amended and Restated Limited Liability Company
Operating Agreement of WXI/McN Realty L.L.C. (incorporated by
reference to Appendix B to the Proxy Statement)
(c)(3) Voting Agreement, dated as of December 7, 1999, by and among McNeil
Partners, L.P. on behalf of itself and each of the McNeil
Partnerships (other than Regency North Associates, L.P., Fairfax
Associates II, Ltd. and McNeil Summerhill I, L.P.), Regency North
Associates, L.P., Fairfax Associates II, Ltd., McNeil Summerhill I,
L.P., McNeil Real Estate Management, Inc., McNeil Investors, Inc.,
Robert A. McNeil, Carole J. McNeil, High River Limited Partnership,
Riverdale LLC, Unicorn Associates Corporation, Longacre Corp. and
Carl C. Icahn **
(d)(1) Proxy Statement **
(d)(2) The Partnership's Annual Report on Form 10-K for the year ended
December 31, 1998 (incorporated by reference to the Partnership's
Annual Report on Form 10-K for the year ended December 31, 1998)
(d)(3) The Partnership's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1999 (incorporated by reference to the
Partnership's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1999)
(e)(1) Article 7.6 of the California Corporations Code (incorporated by
reference to Appendix E to the Proxy Statement)
(f) Not applicable
- ------------
** Filed herewith.
(1) Previously filed as the similarly numbered exhibit to Amendment No. 1 to the
Preliminary Rule 13e-3 Transaction Statement on Schedule 13E-3 filed by the
Partnership, the General Partner, McNeil Investors and Robert A. McNeil with
the Securities and Exchange Commission on September 30, 1999.
(2) Previously filed as the similarly numbered exhibit to Amendment No. 2 to the
Preliminary Rule 13e-3 Transaction Statement on Schedule 13E-3 filed by the
Filing Persons with the Securities and Exchange Commission on October 21,
1999.
10
SIGNATURE
---------
After due inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this Amended and
Restated Transaction Statement is true, complete and correct.
Dated: December 14, 1999 McNEIL REAL ESTATE FUND XXVI, L.P.
By: McNeil Partners, L.P.
Its: General Partner
By: McNeil Investors, Inc.
Its: General Partner
By: /s/ Ron K. Taylor
---------------------------------
Name: Ron K. Taylor
Title: President
McNEIL PARTNERS, L.P.
By: McNeil Investors, Inc.
Its: General Partner
By: /s/ Ron K. Taylor
---------------------------------
Name: Ron K. Taylor
Title: President
McNEIL INVESTORS, INC.
By: /s/ Ron K. Taylor
---------------------------------
Name: Ron K. Taylor
Title: President
ROBERT A. McNEIL
By: /s/ Robert A. McNeil
---------------------------------
Name: Robert A. McNeil
WXI/McN REALTY L.L.C.
By: WXI/MNL Real Estate, L.L.C.
Its: Managing Member
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
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
(a) Not applicable
(b)(1) Opinion of Robert A. Stanger & Co., Inc. dated June 24, 1999
(incorporated by reference to Appendix C-1 to the Proxy
Statement)
(b)(2) Opinion of Robert A. Stanger & Co., Inc. dated December 10, 1999
(incorporated by reference to Appendix C-2 to the Proxy
Statement)
(b)(3) Opinion of Eastdil Realty Company L.L.C. dated June 24, 1999
(incorporated by reference to Appendix D-1 to the Proxy
Statement)
(b)(4) Opinion of Eastdil Realty Company L.L.C. dated December 10, 1999
(incorporated by reference to Appendix D-2 to the Proxy
Statement)
(b)(5) Status Report on Proposed Transaction Involving the McNeil
Partnerships, dated June 24, 1999, prepared by Robert A. Stanger &
Co., Inc.(1)
(b)(6) Factual chronology of PaineWebber, Incorporated, dated June 3,
1999(2)
(b)(7) Estimates of the deficit restoration obligations of the general
partners of the McNeil Partnerships as of January 31, 2000,
prepared by Arthur Andersen LLP **
(b)(8) Status report of Eastdil Realty Company, L.L.C., dated May 25,
1999(2)
(b)(9) Report of Houlihan, Lokey, Howard & Zukin Capital, dated as of June
1999(2)
(b)(10) Status Report on Proposed Transaction Involving the McNeil
Partnerships, dated December 1999, prepared by Robert A.
Stanger & Co. Inc. **
(c)(1) Master Agreement, dated as of June 24, 1999, as amended as of
December 2, 1999 and December 10, 1999, by and among WXI/McN Realty
L.L.C., the McNeil Partnerships (as defined therein), McNeil
Investors, Inc., McNeil Partners, L.P., McNeil Real Estate
Management, Inc., McNeil Summerhill, Inc. and Robert A. McNeil
(incorporated by reference to Appendix A to the Proxy
Statement)
(c)(2) Form of First Amended and Restated Limited Liability Company
Operating Agreement of WXI/McN Realty L.L.C. (incorporated by
reference to Appendix B to the Proxy Statement)
(c)(3) Voting Agreement, dated as of December 7, 1999, by and among McNeil
Partners, L.P. on behalf of itself and each of the McNeil
Partnerships (other than Regency North Associates, L.P., Fairfax
Associates II, Ltd. and McNeil Summerhill I, L.P.), Regency North
Associates, L.P., Fairfax Associates II, Ltd., McNeil Summerhill I,
L.P., McNeil Real Estate Management, Inc., McNeil Investors, Inc.,
Robert A. McNeil, Carole J. McNeil, High River Limited Partnership,
Riverdale LLC, Unicorn Associates Corporation, Longacre Corp. and
Carl C. Icahn **
(d)(1) Proxy Statement **
(d)(2) The Partnership's Annual Report on Form 10-K for the year ended
December 31, 1998 (incorporated by reference to the Partnership's
Annual Report on Form 10-K for the year ended December 31, 1998)
(d)(3) The Partnership's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1999 (incorporated by reference to the
Partnership's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1999)
(e)(1) Article 7.6 of the California Corporations Code (incorporated by
reference to Appendix E to the Proxy Statement)
(f) Not applicable
- -------------
** Filed herewith.
(1) Previously filed as the similarly numbered exhibit to Amendment No. 1 to the
Preliminary Rule 13e-3 Transaction Statement on Schedule 13E-3 filed by the
Partnership, the General Partner, McNeil Investors and Robert A. McNeil with
the Securities and Exchange Commission on September 30, 1999.
(2) Previously filed as the similarly numbered exhibit to Amendment No. 2 to the
Preliminary Rule 13e-3 Transaction Statement on Schedule 13E-3 filed by the
Filing Persons with the Securities and Exchange Commission on October 21,
1999.