UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the period ended September 30, 1997
----------------------------------------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ______________to_____________
Commission file number 0-10743
MCNEIL REAL ESTATE FUND XII, LTD.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
California 94-2717957
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
13760 Noel Road, Suite 600, LB70, Dallas, Texas, 75240
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (972) 448-5800
----------------------------
Indicate by check mark whether the registrant, (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
--- ---
<PAGE>
MCNEIL REAL ESTATE FUND XII, LTD.
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
- ------- --------------------
BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>
September 30, December 31,
1997 1996
--------------- --------------
ASSETS
- ------
Real estate investments:
<S> <C> <C>
Land..................................................... $ 4,534,618 $ 6,079,334
Buildings and improvements............................... 57,900,954 75,302,352
-------------- -------------
62,435,572 81,381,686
Less: Accumulated depreciation and amortization......... (35,997,683) (44,160,334)
-------------- -------------
26,437,889 37,221,352
Asset held for sale 9,199,982 -
Cash and cash equivalents................................... 1,427,567 1,768,249
Cash segregated for security deposits ...................... 445,434 433,750
Accounts receivable......................................... 153,730 242,360
Prepaid expenses and other assets........................... 109,105 138,853
Escrow deposits............................................. 1,444,904 1,167,732
Deferred borrowing costs, net of accumulated amorti-
zation of $722,491 and $617,954 at September 30,
1997 and December 31, 1996, respectively................. 1,590,102 1,694,639
-------------- -------------
$ 40,808,713 $ 42,666,935
============== =============
LIABILITIES AND PARTNERS' DEFICIT
- ---------------------------------
Mortgage notes payable...................................... $ 54,371,137 $ 54,859,073
Accounts payable............................................ 8,990 16,402
Accrued expenses............................................ 118,347 142,099
Accrued interest............................................ 378,213 383,990
Accrued property taxes...................................... 1,036,660 837,798
Deferred gain - land condemnation........................... 297,754 297,754
Advance from Southmark...................................... 39,240 37,472
Advances from affiliates - General Partner.................. 31,468 29,494
Payable to affiliates - General Partner..................... 4,291,281 3,941,378
Security deposits and deferred rental revenue............... 540,133 502,905
-------------- -------------
61,113,223 61,048,365
-------------- -------------
Partners' deficit:
Limited partners - 240,000 limited partnership units
authorized; 229,690 and 229,828 limited partnership
units issued and outstanding at September 30,
1997 and December 31, 1996, respectively............... (10,375,793) (9,148,979)
General Partner.......................................... (9,928,717) (9,232,451)
-------------- -------------
(20,304,510) (18,381,430)
-------------- -------------
$ 40,808,713 $ 42,666,935
============== =============
</TABLE>
The financial information included herein has been prepared by management
without audit by independent public accountants.
See accompanying notes to financial statements.
<PAGE>
MCNEIL REAL ESTATE FUND XII, LTD.
STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
--------------------------------- ---------------------------------
1997 1996 1997 1996
-------------- --------------- -------------- --------------
Revenue:
<S> <C> <C> <C> <C>
Rental revenue................ $ 3,924,806 $ 4,228,818 $ 11,568,267 $ 12,510,833
Interest...................... 19,659 33,541 69,467 178,629
------------- ------------- ------------- -------------
Total revenue............... 3,944,465 4,262,359 11,637,734 12,689,462
------------- ------------- ------------- -------------
Expenses:
Interest...................... 1,201,099 1,305,014 3,616,416 3,897,787
Interest - affiliates......... 669 651 1,974 52,972
Depreciation and
amortization................ 893,123 906,536 2,828,041 2,697,294
Property taxes................ 303,171 321,067 909,513 883,799
Personnel expenses............ 508,319 503,874 1,369,512 1,428,688
Utilities..................... 274,895 322,545 962,545 1,095,444
Repair and maintenance........ 636,937 546,145 1,669,184 1,615,186
Property management
fees - affiliates........... 194,795 208,158 578,327 620,793
Other property operating
expenses.................... 240,491 272,718 657,487 793,989
General and administrative.... 69,645 32,656 170,405 130,610
General and administrative -
affiliates.................. 54,110 75,856 165,713 270,091
------------- ------------- ------------- -------------
Total expenses.............. 4,377,254 4,495,220 12,929,117 13,486,653
------------- ------------- ------------- -------------
Net loss......................... $ (432,789) $ (232,861) $ (1,291,383) $ (797,191)
============= ============= ============= =============
Net loss allocable
to limited partners........... $ (411,150) $ (1,098,085) $ (1,226,814) $ (1,572,877)
Net income (loss) allocable
to General Partner............ (21,639) 865,224 (64,569) 775,686
------------- ------------- ------------- -------------
Net loss......................... $ (432,789) $ (232,861) $ (1,291,383) $ (797,191)
============= ============= ============= =============
Net loss per limited
partnership unit.............. $ (1.79) $ (4.78) $ (5.34) $ (6.84)
============= ============= ============= =============
</TABLE>
The financial information included herein has been prepared by management
without audit by independent public accountants.
See accompanying notes to financial statements.
<PAGE>
MCNEIL REAL ESTATE FUND XII, LTD.
STATEMENTS OF PARTNERS' DEFICIT
(Unaudited)
For the Nine Months Ended September 30, 1997 and 1996
<TABLE>
<CAPTION>
Total
General Limited Partners'
Partner Partners Deficit
---------------- ---------------- ----------------
<S> <C> <C> <C>
Balance at December 31, 1995.............. $ (10,335,932) $ (7,513,252) $ (17,849,184)
Net income (loss)......................... 775,686 (1,572,877) (797,191)
Management Incentive Distribution......... (377,757) - (377,757)
------------- ------------- -------------
Balance at September 30, 1996............. $ (9,938,003) $ (9,086,129) $ (19,024,132)
============== ============= =============
Balance at December 31, 1996.............. $ (9,232,451) $ (9,148,979) $ (18,381,430)
Net loss.................................. (64,569) (1,226,814) (1,291,383)
Management Incentive Distribution......... (631,697) - (631,697)
------------- ------------- -------------
Balance at September 30, 1997............. $ (9,928,717) $ (10,375,793) $ (20,304,510)
============= ============= =============
</TABLE>
The financial information included herein has been prepared by management
without audit by independent public accountants.
See accompanying notes to financial statements.
<PAGE>
MCNEIL REAL ESTATE FUND XII, LTD.
STATEMENTS OF CASH FLOWS
(Unaudited)
Decrease in Cash and Cash Equivalents
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
-------------------------------------------
1997 1996
------------------- ----------------
Cash flows from operating activities:
<S> <C> <C>
Cash received from tenants........................ $ 11,646,198 $ 12,391,277
Cash paid to suppliers............................ (4,785,620) (4,658,985)
Cash paid to affiliates........................... (1,025,834) (2,873,715)
Interest received................................. 69,467 178,629
Interest paid..................................... (3,515,888) (3,780,108)
Interest paid to affiliates....................... - (79,757)
Property taxes paid............................... (996,509) (1,066,531)
----------------- --------------
Net cash provided by operating activities............ 1,391,814 110,810
----------------- --------------
Net cash flows from investing activities:
Additions to real estate investments.............. (1,244,560) (1,925,457)
----------------- --------------
Cash flows from financing activities:
Principal payments on mortgage notes
payable......................................... (487,936) (186,949)
Deferred borrowing costs paid..................... - (35,665)
Repayment of advances from affiliates -
General Partner................................. - (1,419,340)
Management Incentive Distribution................. - (910,551)
----------------- --------------
Net cash used in financing activities................ (487,936) (2,552,505)
----------------- --------------
Net decrease in cash and
cash equivalents................................. (340,682) (4,367,152)
Cash and cash equivalents at beginning of
period............................................ 1,768,249 5,791,363
----------------- --------------
Cash and cash equivalents at end of period........... $ 1,427,567 $ 1,424,211
================= ==============
</TABLE>
The financial information included herein has been prepared by management
without audit by independent public accountants.
See accompanying notes to financial statements.
<PAGE>
MCNEIL REAL ESTATE FUND XII, LTD.
STATEMENTS OF CASH FLOWS
(Unaudited)
Reconciliation of Net Loss to Net Cash Provided by
Operating Activities
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
-----------------------------------------
1997 1996
----------------- ----------------
<S> <C> <C>
Net loss............................................. $ (1,291,383) $ (797,191)
--------------- --------------
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation and amortization..................... 2,828,041 2,697,294
Amortization of deferred borrowing costs.......... 104,537 116,633
Net interest added on advances from
affiliates - General Partner.................... 1,974 940
Net interest added on advances from
Southmark....................................... 1,768 1,742
Changes in assets and liabilities:
Cash segregated for security deposits........... (11,684) 6,603
Accounts receivable............................. 88,630 (127,666)
Prepaid expenses and other assets............... 29,748 (21,230)
Escrow deposits................................. (277,172) 131,577
Accounts payable................................ (7,412) (549)
Accrued expenses................................ (23,752) (23,781)
Accrued interest................................ (5,777) (28,421)
Accrued property taxes.......................... 198,862 61,944
Payable to affiliates - General Partner......... (281,794) (1,982,831)
Security deposits and deferred rental ..........
revenue....................................... 37,228 75,746
--------------- --------------
Total adjustments............................. 2,683,197 908,001
--------------- --------------
Net cash provided by operating activities............ $ 1,391,814 $ 110,810
=============== ==============
</TABLE>
The financial information included herein has been prepared by management
without audit by independent public accountants.
See accompanying notes to financial statements.
<PAGE>
McNEIL REAL ESTATE FUND XII, LTD.
Notes to Financial Statements
(Unaudited)
September 30, 1997
NOTE 1.
- -------
McNeil Real Estate Fund XII, Ltd. (the "Partnership") was organized February 2,
1981 as a limited partnership organized under the provisions of the California
Uniform Limited Partnership Act. The general partner of the Partnership is
McNeil Partners, L.P. (the "General Partner"), a Delaware limited partnership,
an affiliate of Robert A. McNeil. The Partnership is governed by an amended and
restated limited partnership agreement, dated September 6, 1991 (the "Amended
Partnership Agreement"). The principal place of business for the Partnership and
the General Partner is 13760 Noel Road, Suite 600, LB70, Dallas, Texas, 75240.
In the opinion of management, the financial statements reflect all adjustments
necessary for a fair presentation of the Partnership's financial position and
results of operations. All adjustments were of a normal recurring nature.
However, the results of operations for the nine months ended September 30, 1997
are not necessarily indicative of the results to be expected for the year ending
December 31, 1997.
NOTE 2.
- -------
The financial statements should be read in conjunction with the financial
statements contained in the Partnership's Annual Report on Form 10-K for the
year ended December 31, 1996, and the notes thereto, as filed with the
Securities and Exchange Commission, which is available upon request by writing
to McNeil Real Estate Fund XII, Ltd. c/o The Human Group, 2121 San Jacinto St.,
26th Floor Dallas, Texas 75201.
NOTE 3.
- -------
Certain reclassifications have been made to prior period amounts to conform with
current period presentation.
NOTE 4.
- -------
The Partnership pays property management fees equal to 5% of the gross rental
receipts of the Partnership's properties to McNeil Real Estate Management, Inc.
("McREMI"), an affiliate of the General Partner, for providing property
management services for the Partnership's residential and commercial properties
and leasing services for its residential properties. McREMI may choose to
provide leasing services for the Partnership's commercial properties, in which
case McREMI will receive a property management fee from such commercial
properties equal to 3% of the property's gross rental receipts plus commissions
based on the prevailing market rate for such services where the property is
located.
The Partnership reimburses McREMI for its costs, including overhead, of
administering the Partnership's affairs.
<PAGE>
Affiliates of the General Partner have advanced funds to the Partnership to meet
working capital requirements. These advances accrue interest at a rate equal to
the prime lending rate plus 1%.
Under terms of the Amended Partnership Agreement, the Partnership is paying a
Management Incentive Distribution ("MID") to the General Partner. The maximum
MID is calculated as 1% of the tangible asset value of the Partnership. The
maximum MID percentage decreases subsequent to 1999. Tangible asset value is
determined by using the greater of (i) an amount calculated by applying a
capitalization rate of 9% to the annualized net operating income of each
property or (ii) a value of $10,000 per apartment unit for residential property
and $50 per gross square foot for commercial property to arrive at the property
tangible asset value. The property tangible asset value is then added to the
book value of all other assets excluding intangible items.
MID will be paid to the extent of the lesser of the Partnership's excess cash
flow, as defined, or net operating income, as defined ("the Entitlement
Amount"), and may be paid (i) in cash, unless there is insufficient cash to pay
the distribution in which event any unpaid portion not taken in limited
partnership ("Units") will be deferred and is payable, without interest, from
the first available cash and/or (ii) in Units. A maximum of 50% of the MID may
be paid in Units. The number of Units issued in payment of the MID is based on
the greater of $50 per Unit or the net tangible asset value, as defined, per
Unit.
Any amount of the MID that is paid to the General Partner in Units will be
treated as if cash is distributed to the General Partner and is then contributed
to the Partnership by the General Partner. The MID represents a return of equity
to the General Partner for increasing cash flow, as defined, and accordingly is
treated as a distribution.
Compensation, reimbursements and distributions paid to or accrued for the
benefit of the General Partner and its affiliates are as follows:
Nine Months Ended
September 30,
---------------------
1997 1996
--------- ---------
Charged to other assets:
Property management fees - affiliates................ $ 578,327 $ 620,793
Interest - affiliates................................ 1,974 52,972
Charged to general and administrative affiliates:
Partnership administration........................ 165,713 270,091
-------- --------
$ 746,014 $ 943,856
======== ========
Charged to General Partner's deficit:
Management Incentive Distribution................. $ 631,697 $ 377,757
======== ========
<PAGE>
NOTE 5.
- -------
On February 23, 1996, the Partnership was awarded $499,000 as payment for
condemnation of 6.45 acres, with a carrying value of $201,246, at Palisades at
the Galleria by Cobb County, Georgia. The county required the right-of-way to
this property for highway construction. The condemnation of this parcel will not
materially affect the operations of the property. The $499,000 is being held in
escrow by the mortgagee pending completion of construction adjacent to the
property. Upon receipt of the $499,000, the Partnership will recognize a gain of
$297,754.
NOTE 6.
- -------
The Partnership has become aware of the presence of certain solvent based
contamination in ground water under a portion of the Lodge at Aspen Grove. The
source of the contamination is related to a documented release of solvents from
underground storage tanks located at a Colorado Department of Transportation
("CDOT") facility nearby. The Partnership has been informed that CDOT, as the
responsible party, has agreed to remediate the property to comply with state and
federal standards. CDOT has submitted a corrective action plan to the Colorado
Department of Public Health and Environment and implementation of the plan is
ongoing. The Partnership is unable to estimate impairment, if any, to the
property at this time. However, due to the existence and involvement of the
responsible party, the Partnership does not believe that this event has a
material impact on the accompanying financial statements.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
- ------- ---------------------------------------------------------------
RESULTS OF OPERATIONS
---------------------
FINANCIAL CONDITION
- -------------------
The Partnership is engaged in diversified real estate activities, including the
ownership, operation and management of residential and commercial real estate
and other real estate related assets. At September 30, 1997, the Partnership
owned five apartment properties and one shopping center. All of the
Partnership's properties are subject to mortgage notes.
RESULTS OF OPERATIONS
- ---------------------
Revenue:
Partnership revenues decreased $317,894 and $1,051,728 for the three and nine
months ended September 30, 1997, respectively, as compared to the same period
last year. Rental revenue decreased $942,566 or 8% and interest income decreased
$109,162.
Rental revenue for the nine months ended September 30, 1997 was $11,568,267 as
compared to $12,510,833 for the same period last year. This decline in rental
revenue for the first nine months of 1997 as compared to the same period last
year is primarily due to the sale of Millwood Park in October 1996. The effect
from this transaction was a decline in rental revenue of $1,041,660. This
decline was somewhat offset by increases in rental revenue at The Lodge at Aspen
Grove, Castle Bluff, and Channingway.
<PAGE>
Expenses:
Partnership expenses decreased $117,966 and $557,536 for the three and nine
months ended September 30, 1997, respectively, as compared to the same period
last year primarily due to the sale of Millwood Park in 1996. The effects from
this transaction were declines of $252,161 for interest, $49,590 for property
taxes, $143,637 for personnel expenses, $139,200 for utilities, $189,971 for
repair and maintenance, $50,738 for property management fees - affiliates, and
$106,506 for other property operating expenses. In addition to the sale of
Millwood Park, other factors affected the level of expenses reported by the
remaining properties.
Excluding the effects of the Millwood Park sale, the Partnership incurred
increases in depreciation, property taxes, repair and maintenance and general
and administrative expenses. These expenses were partially offset by decreases
in interest expense-affiliates, and general and administrative-affiliates.
Interest expense - affiliates decreased by $50,998 for the nine months ended
September 30, 1997, due to the repayment of $1,419,339 in advances in May 1996.
Depreciation expense increased $130,747 or 5% in 1997 compared to 1996.
Increased depreciation expense is the result of depreciation on the $1,244,560
of new capital improvements placed in service during 1997. The capital
improvements are generally depreciated over lives ranging from five to ten
years.
Property tax expense increased $75,304 or 9% for the nine months ended September
30, 1997 as compared to the same period last year. The increase is due to the
successful appeal of real estate taxes at Palisades at the Galleria for the
years 1990 through 1993, resulting in refunds of $88,775 realized in the first
quarter of 1996.
Repair and maintenance expenses increased $243,969 or 15% in 1997. The increase
can be attributable to the replacement of floor coverings and appliances which
met the criteria for capitalization based on the magnitude of replacements in
1996, but were expensed in 1997.
General and administrative expenses increased $39,795 or 31% for the nine months
ended September 30, 1997 as compared to the same period last year. The increase
is due to costs incurred for investor services which were paid to an unrelated
third party in 1997. During the first nine months of 1996, such costs were paid
to an affiliate of the General Partner and were included in general and
administrative - affiliates on the Statement of Operations. General and
administrative - affiliate expenses decreased $104,378 or 39% for the nine
months ended September 30, 1997 as compared to the same period last year. This
decrease is due to a decrease in the percentage of the Partnership's portion of
reimbursable costs and to cost of investor services discussed above.
All other remaining expense categories remained comparable to the same period
last year.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
During the first nine months of 1997, the Partnership provided $1,391,814 in
cash from operations as compared to $110,810 in cash from operations in 1996.
This increase in cash can be attributed to the reduction in cash paid to
affiliates in 1997 as compared to 1996.
<PAGE>
The Partnership expended $1,244,560 and $1,925,457 for capital improvements to
its properties for the nine months ended September 30, 1997 and 1996,
respectively.
Cash used for financing activities was $487,936 for the nine months ended
September 30, 1997 as compared to $2,552,505 for the same period in 1996. Cash
used for principal payments on mortgage notes payable was $487,936 in 1997 as
compared to $186,949 for the same period in 1996. The Partnership also incurred
$35,665 in deferred borrowing costs, repaid $1,419,340 in advances from
affiliates and MID payments of $910,551 in 1996.
Short-term liquidity:
At September 30, 1997, the Partnership held cash and cash equivalents of
$1,427,567. The General Partner considers this level of cash reserves to be
adequate to meet the Partnership's operating needs in 1997. The General Partner
believes that anticipated operating results for 1997 will be sufficient to fund
the Partnership's budgeted $1.87 million in capital improvements for 1997 and to
repay the current portion of the Partnership's mortgage notes.
Long-term liquidity:
The Partnership's working capital needs have been supported by advances from
affiliates during the past several years. Some of that support was provided on a
short-term basis to meet monthly operating requirements, with repayment
occurring as funds became available; other advances were longer term in nature
due to lack of funds for repayment. Additionally, the General Partner has
allowed the Partnership to defer payment of MID and reimbursements until such
time as the Partnership 's cash reserves allow payments. During 1994, the
Partnership began to make repayments to the General Partner for advances and
accrued MID. The Partnership will continue to make such payments as is allowed
by cash reserves and cash flows of the Partnership. However, the Partnership
will not be able to repay the General Partner all payables outstanding in the
foreseeable future. The General Partner will continue to defer the unpaid sums
until the Partnership's cash reserves allow such payments.
For the long-term, property operations will remain the primary source of funds.
In this regard, the General Partner expects that the capital improvements made
by the Partnership during the past will yield improved cash flow from property
operations in the future. If the Partnership's cash position deteriorates, the
General Partner may elect to defer certain of the capital improvements, except
where such improvements are expected to increase the competitiveness or
marketability of the Partnership's properties.
The Partnership has determined to begin orderly liquidation of all its assets.
Although there can be no assurance as to the timing of the liquidation due to
real estate market conditions, the general difficulty of disposing of real
estate, and other general economic factors, it is anticipated that such
liquidation would result in the dissolution of the Partnership followed by a
liquidating distribution to Unit holders by December 2001. In this regard, the
Partnership has placed Channingway Apartments on the market for sale as of
August 1, 1997.
<PAGE>
Income allocation and distributions:
Terms of the Amended Partnership Agreement specify that income before
depreciation is allocated to the General Partner to the extent of MID paid in
cash. Depreciation is allocated in the ratio of 95:5 to the limited partners and
the General Partner, respectively. Therefore, for the nine months ended
September 30, 1997 and 1996, $(64,569) and $775,686, respectively, was allocated
to the General Partner. The limited partners received allocations of net loss of
$(1,226,814) and $(1,572,877) for the nine months ended September 30, 1997 and
1996, respectively.
With the exception of the MID, distributions to partners have been suspended
since 1986 as part of the General Partner's policy of maintaining adequate cash
reserves. Distributions to the limited partners will remain suspended for the
foreseeable future. The General Partner will continue to monitor the cash
reserves and working capital needs of the Partnership to determine when cash
flows will support distributions to the limited partners. A distribution of
$631,697 for the MID has been accrued by the Partnership for the period ended
September 30, 1997 for the General Partner.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
- ------- -----------------
James F. Schofield, Gerald C. Gillett, Donna S. Gillett, Jeffrey Homburger,
Elizabeth Jung, Robert Lewis, and Warren Heller et al. v. McNeil Partners L.P.,
McNeil Investors, Inc., McNeil Real Estate Management, Inc., Robert A. McNeil,
Carole J. McNeil, McNeil Pacific Investors Fund 1972, Ltd., 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 XXIV, L.P., McNeil Real Estate Fund XXV, L.P., McNeil Real Estate Fund
XXVI, L.P., and McNeil Real Estate Fund XXVII, L.P., et al. - Superior Court of
the State of California for the County of Los Angeles, Case No. BC133799 (Class
and Derivative Action Complaint).
The action involves purported class and derivative actions brought by limited
partners of each of the fourteen limited partnerships that were named as nominal
defendants as listed above (the "Partnerships"). Plaintiffs allege that McNeil
Investors, Inc., its affiliate McNeil Real Estate Management, Inc. and three of
their senior officers and/or directors (collectively, the "Defendants") breached
their fiduciary duties and certain obligations under the respective Amended
Partnership Agreement. Plaintiffs allege that Defendants have rendered such
Units highly illiquid and artificially depressed the prices that are available
for Units on the resale market. Plaintiffs also allege that Defendants engaged
in a course of conduct to prevent the acquisition of Units by an affiliate of
Carl Icahn by disseminating purportedly false, misleading and inadequate
information. Plaintiffs further allege that Defendants acted to advance their
own personal interests at the expense of the Partnerships' public unit holders
by failing to sell Partnership properties and failing to make distributions to
unitholders.
<PAGE>
On December 16, 1996, the Plaintiffs filed a consolidated and amended complaint.
Plaintiffs are suing for breach of fiduciary duty, breach of contract and an
accounting, alleging, among other things, that the management fees paid to the
McNeil affiliates over the last six years are excessive, that these fees should
be reduced retroactively and that the respective Amended Partnership Agreements
governing the Partnerships are invalid.
Defendants filed a demurrer to the consolidated and amended complaint and a
motion to strike on February 14, 1997, seeking to dismiss the consolidated and
amended complaint in all respects. A hearing on Defendant's demurrer and motion
to strike was held on May 5, 1997. The Court granted Defendants' demurrer,
dismissing the consolidated and amended complaint with leave to amend. On
October 31, 1997, the Plaintiffs filed a second consolidated and amended
complaint. Defendants intend to file a demurrer to the second consolidated and
amended complaint on or before December 1, 1997.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
- ------- --------------------------------
(a) Exhibits.
Exhibit
Number Description
------- -----------
3.3 Amended and Restated Partnership Agreement,
dated September 6, 1991 (Incorporated by
reference to the Quarterly Report on Form
10-Q for the quarter ended September 30,
1991).
11. Statement regarding computation of net loss
per limited partnership unit: net loss per
limited partnership unit is computed by
dividing net loss allocated to the limited
partners by the number of limited
partnership units outstanding. Per unit
information has been computed based on
229,690 and 229,828 limited partnership
units outstanding in 1997 and 1996.
27. Financial Data Schedule for the quarter
ended September 30, 1997.
(b) Reports on Form 8-K. There were no reports on Form 8-K filed during the
quarter ended September 30, 1997.
<PAGE>
McNEIL REAL ESTATE FUND XII, LTD.
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 thereunto duly authorized:
McNEIL REAL ESTATE FUND XII, Ltd.
By: McNeil Partners, L.P., General Partner
By: McNeil Investors, Inc., General Partner
November 13, 1997 By: /s/ Ron K. Taylor
- ------------------ ----------------------------------------
Date Ron K. Taylor
President and Director of McNeil
Investors, Inc.
(Principal Financial Officer)
November 13, 1997 By: /s/ Brandon K. Flaming
- ------------------ ----------------------------------------
Date Brandon K. Flaming
Vice President of McNeil Investors, Inc.
(Principal Accounting Officer)
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<PERIOD-END> SEP-30-1997
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0
0
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