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 June 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>
June 30, December 31,
1997 1996
--------------- --------------
ASSETS
- ------
Real estate investments:
<S> <C> <C>
Land..................................................... $ 6,079,334 $ 6,079,334
Buildings and improvements............................... 75,923,951 75,302,352
-------------- -------------
82,003,285 81,381,686
Less: Accumulated depreciation and amortization......... (46,095,252) (44,160,334)
-------------- -------------
35,908,033 37,221,352
Cash and cash equivalents................................... 1,569,766 1,768,249
Cash segregated for security deposits ...................... 438,963 433,750
Accounts receivable......................................... 210,380 242,360
Prepaid expenses and other assets........................... 132,464 138,853
Escrow deposits............................................. 1,276,974 1,167,732
Deferred borrowing costs, net of accumulated amorti-
zation of $687,876 and $617,954 at June 30,
1997 and December 31, 1996, respectively................. 1,624,717 1,694,639
-------------- -------------
$ 41,161,297 $ 42,666,935
============== =============
LIABILITIES AND PARTNERS' DEFICIT
- ---------------------------------
Mortgage notes payable, net................................. $ 54,536,769 $ 54,859,073
Accounts payable............................................ 9,936 16,402
Accrued expenses............................................ 87,323 142,099
Accrued interest............................................ 380,698 383,990
Accrued property taxes...................................... 857,098 837,798
Deferred gain - land condemnation........................... 297,754 297,754
Advance from Southmark...................................... 38,641 37,472
Advances from affiliates - General Partner.................. 30,799 29,494
Payable to affiliates - General Partner..................... 4,037,717 3,941,378
Security deposits and deferred rental revenue............... 554,356 502,905
-------------- -------------
60,831,091 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 June 30, 1997 and
December 31, 1996, respectively............... (9,964,643) (9,148,979)
General Partner.......................................... (9,705,151) (9,232,451)
-------------- -------------
(19,669,794) (18,381,430)
-------------- -------------
$ 41,161,297 $ 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 Six Months Ended
June 30, June 30,
--------------------------------- ---------------------------------
1997 1996 1997 1996
-------------- --------------- -------------- --------------
Revenue:
<S> <C> <C> <C> <C>
Rental revenue................ $ 3,836,204 $ 4,173,980 $ 7,643,461 $ 8,282,015
Interest...................... 26,818 69,043 49,808 145,088
------------- ------------- ------------- -------------
Total revenue............... 3,863,022 4,243,023 7,693,269 8,427,103
------------- ------------- ------------- -------------
Expenses:
Interest...................... 1,207,287 1,324,708 2,415,317 2,592,773
Interest - affiliates......... 668 28,708 1,305 52,321
Depreciation and
amortization................ 987,959 906,466 1,934,918 1,790,758
Property taxes................ 303,171 324,219 606,342 562,732
Personnel expenses............ 396,809 422,370 861,193 924,814
Utilities..................... 266,900 314,909 687,650 772,899
Repair and maintenance........ 573,231 542,068 1,032,247 1,069,041
Property management
fees - affiliates........... 190,977 208,417 383,532 412,635
Other property operating
expenses.................... 199,456 267,159 416,996 521,271
General and administrative.... 50,073 28,018 100,760 97,954
General and administrative -
affiliates.................. 56,798 96,870 111,603 194,235
------------- ------------- ------------- -------------
Total expenses.............. 4,233,329 4,463,912 8,551,863 8,991,433
------------- ------------- ------------- -------------
Net loss......................... $ (370,307) $ (220,889) $ (858,594) $ (564,330)
============= ============= ============= =============
Net loss allocable
to limited partners........... $ (351,792) $ (209,845) $ (815,664) $ (536,113)
Net loss allocable
to General Partner............ (18,515) (11,044) (42,930) (28,217)
------------- ------------- ------------- -------------
Net loss......................... $ (370,307) $ (220,889) $ (858,594) $ (564,330)
============= ============= ============= =============
Net loss per limited
partnership unit.............. $ (1.53) $ (.91) $ (3.55) $ (2.33)
============= ============= ============= =============
</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 Six Months Ended June 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 loss.................................. (28,217) (536,113) (564,330)
Management Incentive Distribution......... (382,972) - (382,972)
------------- ------------- -------------
Balance at June 30, 1996.................. $ (10,747,121) $ (8,049,365) $ (18,796,486)
============== ============= ==============
Balance at December 31, 1996.............. $ (9,232,451) $ (9,148,979) $ (18,381,430)
Net loss.................................. (42,930) (815,664) (858,594)
Management Incentive Distribution......... (429,770) - (429,770)
------------- ------------- -------------
Balance at June 30, 1997.................. $ (9,705,151) $ (9,964,643) $ (19,669,794)
============= ============= ==============
</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>
Six Months Ended
June 30,
-------------------------------------------
1997 1996
------------------- ----------------
Cash flows from operating activities:
<S> <C> <C>
Cash received from tenants........................ $ 7,710,513 $ 8,213,037
Cash paid to suppliers............................ (3,037,651) (2,862,634)
Cash paid to affiliates........................... (828,566) (2,193,482)
Interest received................................. 49,808 145,088
Interest paid..................................... (2,347,518) (2,597,197)
Property taxes paid............................... (801,166) (789,614)
----------------- --------------
Net cash provided by (used in)
operating activities.............................. 745,420 (84,802)
----------------- --------------
Net cash flows from investing activities:
Additions to real estate investments.............. (621,599) (1,132,533)
----------------- --------------
Cash flows from financing activities:
Principal payments on mortgage notes
payable......................................... (322,304) (27,069)
Deferred borrowing costs paid..................... - (35,666)
Repayment of advances from affiliates -
General Partner................................. - (1,419,339)
----------------- --------------
Net cash used in financing activities................ (322,304) (1,482,074)
----------------- --------------
Net decrease in cash and
cash equivalents................................. (198,483) (2,699,409)
Cash and cash equivalents at beginning of
period............................................ 1,768,249 5,791,363
----------------- --------------
Cash and cash equivalents at end of period........... $ 1,569,766 $ 3,091,954
================= ==============
</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>
Six Months Ended
June 30,
-----------------------------------------
1997 1996
----------------- ----------------
<S> <C> <C>
Net loss............................................. $ (858,594) $ (564,330)
--------------- --------------
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation and amortization..................... 1,934,918 1,790,758
Amortization of deferred borrowing costs.......... 69,922 77,463
Net interest added on advances from
affiliates - General Partner.................... 1,305 290
Net interest added on advances from
Southmark....................................... 1,169 1,159
Changes in assets and liabilities:
Cash segregated for security deposits........... (5,213) 8,761
Accounts receivable............................. 31,980 (62,870)
Prepaid expenses and other assets............... 6,389 (8,798)
Escrow deposits................................. (109,242) 240,479
Accounts payable................................ (6,466) 149,613
Accrued expenses................................ (54,776) (39,577)
Accrued interest................................ (3,292) (31,015)
Accrued property taxes.......................... 19,300 (86,505)
Payable to affiliates - General Partner......... (333,431) (1,586,612)
Security deposits and deferred rental ..........
revenue....................................... 51,451 26,382
--------------- --------------
Total adjustments............................. 1,604,014 479,528
--------------- --------------
Net cash provided by (used in)
operating activities.............................. $ 745,420 $ (84,802)
=============== ==============
</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)
June 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 six months ended June 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:
Six Months Ended
June 30,
-----------------------
1997 1996
---------- ----------
Charged to other assets:
Property management fees - affiliates................ $ 383,532 $ 412,635
Interest - affiliates................................ 1,305 52,321
Charged to general and administrative affiliates:
Partnership administration........................ 111,603 194,235
--------- ---------
$ 496,440 $ 659,191
========= =========
Charged to General Partner's deficit:
MID............................................... $ 429,770 $ 382,972
========= =========
<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 existence of certain underground solvent
based contamination at a portion of the Lodge at Aspen Grove. The source of the
contamination is related to 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 June 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 by $733,834 or 9% for the period ended June 30,
1997, as compared to the same period last year. Rental revenue decreased by
$638,554 or 8% and interest income decreased by $95,280.
Rental revenue for the six months ended June 30, 1997 was $7,643,461 as compared
to $8,282,015 for the same period last year. This decline in rental revenue for
the first six 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 $697,020. This decline was
somewhat offset by increases in rental revenue at The Lodge at Aspen Grove and
Channingway.
<PAGE>
Expenses:
Partnership expenses decreased by $439,570 or 5% for the first six months of
1997 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
$167,502 for interest, $33,060 for property taxes, $93,832 for personnel
expenses, $106,348 for utilities, $165,113 for repair and maintenance, $34,185
for property management fees - affiliates, and $64,230 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. Interest expense - affiliates
decreased by $51,016 for the six months ended June 30, 1997, due to the
repayment of $1,419,339 in advances in May 1996.
Depreciation expense increased $144,160 or 8% in 1997 compared to 1996.
Increased depreciation expense is the result of depreciation on the $621,599 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 by $76,670 or 14% for the six months ended June
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 $128,319 or 14% 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 expenses in 1997.
Other property operating expenses decreased by $40,045 or 9% for the six months
ended June 30, 1997 as compared to the same period last year. This decrease is
due to declines in office supplies, bad debt and marketing and leasing.
General and administrative - affiliate expenses decreased $82,632 or 43% for the
six months ended June 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.
All other remaining expense categories remained comparable to the same period
last year.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
During the first six months of 1997, the Partnership provided $745,420 in cash
from operations as compared to $84,802 in cash used in operations in 1996. This
increase in cash can be attributed to the reduction in cash paid to affiliates
in 1997 as compared to 1996.
The Partnership expended $621,599 and $1,132,533 for capital improvements to its
properties for the six months ended June 30, 1997 and 1996, respectively.
Cash used for financing activities was $322,304 for the six months ended June
30, 1997 as compared to $1,419,339 for the same period in 1996. Cash used for
principal payments on mortgage notes payable was $322,304 in 1997 as compared to
$27,069 for the same period in 1996. The Partnership also incurred $35,666 in
deferred borrowing costs and repaid $1,419,339 in advances from affiliates in
1996.
<PAGE>
Short-term liquidity:
At June 30, 1997, the Partnership held cash and cash equivalents of $1,569,766.
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.
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, net loss for the six months ended
June 30, 1997 and 1996, $(42,930) and $(28,217), respectively, were allocated to
the General Partner. The limited partners received allocations of net loss of
$(815,664) and $(536,113) for the six months ended June 30, 1997 and 1996,
respectively.
<PAGE>
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
$429,770 for the MID has been accrued by the Partnership for the period ended
June 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.
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.
<PAGE>
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 June 30, 1997.
(b) Reports on Form 8-K. There were no reports on Form 8-K filed during the
quarter ended June 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
August 13, 1997 By: /s/ Ron K. Taylor
- ------------------------ ----------------------------------------
Date Ron K. Taylor
President and Director of McNeil
Investors, Inc.
(Principal Financial Officer)
August 13, 1997 By: /s/ Brandon K. Flaming
- ------------------------ ----------------------------------------
Date Brandon K. Flaming
Vice President of McNeil
Investors, Inc.
(Principal Accounting Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-1997
<CASH> 1,569,766
<SECURITIES> 0
<RECEIVABLES> 210,380
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 82,003,285
<DEPRECIATION> (46,095,252)
<TOTAL-ASSETS> 41,161,297
<CURRENT-LIABILITIES> 0
<BONDS> 54,536,769
0
0
<COMMON> 0
<OTHER-SE> 0
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</TABLE>
