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 0-7162
-------
McNeil PACIFIC INVESTORS FUND 1972
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
California 94-6279375
- --------------------------------------------------------------------------------
(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 PACIFIC INVESTORS FUND 1972
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
- ------- --------------------
BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>
June 30, December 31,
1997 1996
--------------- ----------------
ASSETS
- -------
<S> <C> <C>
Asset held for sale......................................... $ 6,317,970 $ 6,253,753
Cash and cash equivalents................................... 638,236 581,031
Cash segregated for security deposits....................... 57,829 57,204
Accounts receivable......................................... 631 4,147
Prepaid expenses and other assets........................... 30,161 23,694
Escrow deposits............................................. 90,233 33,232
Deferred borrowing costs, net of accumulated
amortization of $51,934 and $47,607 at
June 30, 1997 and December 31, 1996,
respectively............................................. - 4,327
-------------- --------------
$ 7,135,060 $ 6,957,388
============== ==============
LIABILITIES AND PARTNERS' EQUITY
- --------------------------------
Mortgage note payable....................................... $ 1,950,131 $ 2,023,577
Accrued interest............................................ 14,220 14,755
Accrued property taxes...................................... 58,736 -
Other accrued expenses...................................... 4,847 24,346
Payable to affiliates - General Partner..................... 13,861 17,108
Security deposits and deferred rental revenue............... 58,791 58,081
-------------- --------------
2,100,586 2,137,867
-------------- --------------
Partners' equity:
Limited partners - 15,000 limited partnership units
authorized; 13,752.5 limited partnership units
issued and outstanding................................. 4,724,530 4,509,577
General Partner.......................................... 309,944 309,944
-------------- --------------
5,034,474 4,819,521
-------------- --------------
$ 7,135,060 $ 6,957,388
============== ==============
</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 PACIFIC INVESTORS FUND 1972
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................ $ 452,128 $ 425,396 $ 898,707 $ 816,345
Interest...................... 7,570 4,611 15,087 11,161
------------- ------------- ------------- -------------
Total revenue............... 459,698 430,007 913,794 827,506
------------- ------------- ------------- -------------
Expenses:
Interest...................... 46,162 48,650 92,496 103,721
Depreciation.................. - 98,321 - 193,997
Property taxes................ 28,974 28,974 58,736 57,948
Personnel expenses............ 57,735 63,798 145,518 136,584
Utilities..................... 15,822 16,023 34,089 32,902
Repair and maintenance........ 99,930 73,441 192,459 160,546
Property management
fees - affiliates........... 26,671 24,614 53,358 48,481
Other property operating
expenses.................... 22,490 38,029 63,132 68,227
General and administrative.... 15,336 5,942 25,425 16,377
General and administrative -
affiliates.................. 20,869 2,344 33,628 19,330
------------- ------------- ------------- -------------
Total expenses.............. 333,989 400,136 698,841 838,113
------------- ------------- ------------- -------------
Net income (loss)................ $ 125,709 $ 29,871 $ 214,953 $ (10,607)
============= ============= ============= =============
Net income (loss) allocated
to limited partners........... $ 125,709 $ 29,871 $ 214,953 $ (10,607)
Net income (loss) allocated
to General Partner............ - - - -
------------- ------------- ------------- -------------
Net income (loss)................ $ 125,709 $ 29,871 $ 214,953 $ (10,607)
============= ============= ============= =============
Net income (loss) per limited
partnership unit.............. $ 9.14 $ 2.17 $ 15.63 $ (0.77)
============= ============= ============= =============
</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 PACIFIC INVESTORS FUND 1972
STATEMENTS OF PARTNERS' EQUITY
(Unaudited)
For the Six Months Ended June 30, 1997 and 1996
<TABLE>
<CAPTION>
Total
General Limited Partners'
Partner Partners Equity
-------------- -------------- ---------------
<S> <C> <C> <C>
Balance at December 31, 1995.............. $ 309,944 $ 4,405,038 $ 4,714,982
Net loss.................................. - (10,607) (10,607)
------------- ------------- -------------
Balance at June 30, 1996.................. $ 309,944 $ 4,394,431 $ 4,704,375
============= ============= =============
Balance at December 31, 1996.............. $ 309,944 $ 4,509,577 $ 4,819,521
Net income................................ - 214,953 214,953
------------- ------------- -------------
Balance at June 30, 1997.................. $ 309,944 $ 4,724,530 $ 5,034,474
============= ============= =============
</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 PACIFIC INVESTORS FUND 1972
STATEMENTS OF CASH FLOWS
(Unaudited)
Increase (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....................... $ 901,228 $ 817,642
Cash paid to suppliers........................... (485,509) (441,517)
Cash paid to affiliates.......................... (90,233) (68,517)
Interest received................................ 15,087 11,161
Interest paid.................................... (88,704) (93,336)
Property taxes paid and escrowed................. (57,001) (49,469)
------------- -------------
Net cash provided by operating activities........... 194,868 175,964
------------- -------------
Cash flows from investing activities:
Additions to real estate investments............. (64,217) (99,139)
------------- -------------
Cash flows from financing activities:
Principal payments on mortgage notes
payable........................................ (73,446) (67,314)
------------- -------------
Net increase in cash and cash equivalents........... 57,205 9,511
Cash and cash equivalents at beginning
of period........................................ 581,031 523,389
------------- -------------
Cash and cash equivalents at end of period.......... $ 638,236 $ 532,900
============= =============
</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 PACIFIC INVESTORS FUND 1972
STATEMENTS OF CASH FLOWS
(Unaudited)
Reconciliation of Net Income (Loss) to Net Cash Provided by
Operating Activities
<TABLE>
<CAPTION>
Six Months Ended
June 30,
-----------------------------------
1997 1996
-------------- ---------------
<S> <C> <C>
Net income (loss)................................... $ 214,953 $ (10,607)
------------- -------------
Adjustments to reconcile net income (loss) to
net cash provided by operating activities:
Depreciation..................................... - 193,997
Amortization of deferred borrowing costs......... 4,327 5,193
Changes in assets and liabilities:
Cash segregated for security deposits.......... (625) (12,701)
Accounts receivable............................ 3,516 3,380
Prepaid expenses and other assets.............. (6,467) 10
Escrow deposits................................ (57,001) (49,469)
Accounts payable............................... - (16,095)
Accrued interest............................... (535) 5,192
Accrued property taxes......................... 58,736 57,948
Other accrued expenses......................... (19,499) (12,130)
Payable to affiliates - General Partner........ (3,247) (706)
Security deposits and deferred rental
revenue...................................... 710 11,952
------------- -------------
Total adjustments............................ (20,085) 186,571
------------- -------------
Net cash provided by operating activities........... $ 194,868 $ 175,964
============= =============
</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 PACIFIC INVESTORS FUND 1972
Notes To Financial Statements
(Unaudited)
June 30, 1997
NOTE 1.
- -------
McNeil Pacific Investors Fund 1972 (the "Partnership") is a limited partnership
organized under the laws of the State of California to invest in real property.
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
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 Pacific Investors Fund 1972, c/o The Herman Group, 2121 San Jacinto
St., 26th Floor, Dallas, Texas 75201.
NOTE 3.
- -------
The Partnership pays property management fees equal to 6% of the gross rental
receipts of the Partnership's property to McNeil Real Estate Management, Inc.
("McREMI"), an affiliate of the General Partner, for providing property
management and leasing services for the Partnership's property.
The Partnership reimburses McREMI for its costs, including overhead, of
administering the Partnership's affairs.
The General Partner is entitled to receive a partnership management fee equal to
9.5% of distributions of cash from operations when distributable cash from
operations is distributed to the limited partners. No partnership management
fees were incurred or paid during the six month periods ended June 30, 1997 and
1996.
The General Partner is entitled to receive a sales commission as compensation
for selling Partnership property equal to the lesser of 4% of the sales price of
the property sold or the customary fee charged by independent real estate
brokers in the area where the property is located.
The General Partner is also entitled to a distribution of cash from sales and
refinancings and cash from working capital reserves equal to 9.5% of such
distributions. No such distributions were paid to the partners during 1997 or
1996.
<PAGE>
Compensation and reimbursements accrued for the benefit of the General Partner
and its affiliates are as follows:
Six Months Ended
June 30,
----------------------
1997 1996
--------- ---------
Property management fees - affiliates............... $ 53,358 $ 48,481
Charged to general and administrative -
affiliates:
Partnership administration....................... 33,628 19,330
-------- --------
$ 86,986 $ 67,811
======== ========
NOTE 4.
- -------
On October 1, 1996, the General Partner placed the Partnership's only remaining
property, Palm Bay Apartments, on the market for sale. Consequently, Palm Bay
Apartments is classified as an Asset Held for Sale on the accompanying financial
statements.
In 1996, the Partnership adopted the Financial Accounting Standards Board's
Statement of Financial Accounting Standards No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of."
This statement requires the cessation of depreciation on assets held for sale.
Accordingly, no depreciation charges have been incurred since October 1, 1996.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
- ------- ---------------------------------------------------------------
RESULTS OF OPERATIONS
---------------------
FINANCIAL CONDITION
- -------------------
Net income of the Partnership has increased in recent periods. Net income for
the six months ended June 30, 1997 increased $225,560 to $214,953 as compared to
a $10,604 loss for the six months ended June 30, 1996. For the year ended
December 31, 1996, net income increased $390,425 to $104,539 as compared to a
$285,886 loss reported for the year ended December 31, 1995. For the most recent
quarter, net income increased $95,838 to $125,709 as compared to $29,871 of net
income for the second quarter of 1996. The capital improvement program begun
shortly after the Partnership repossessed the Palm Bay Apartments has allowed
the Partnership (I) to improve the physical condition of the Property, (ii) to
improve the tenant profile of the Property, and (iii) to improve the occupancy
rate at the Property. Accomplishment of these three steps has allowed the
Partnership to begin implementing selected rental rate increases at Palm Bay
Apartments. In May 1997, the Partnership increased base rental rates at Palm Bay
Apartments by an average of 4%.
<PAGE>
Since the sale of Pacesetter Apartments on March 17, 1994, the focus of the
Partnership's efforts has been directed to the renovation program at Palm Bay
Apartments. Since repossession Palm Bay Apartments, the Partnership has
completed capital renovation projects totaling $1,876,570. Occupancy rates have
improved from 63% shortly after the Partnership repossessed Palm Bay Apartments
to 95% at June 30, 1997.
On October 1, 1996, the General Partner decided to begin marketing Palm Bay
Apartments for sale. This decision was based on favorable market conditions, the
improved performance of Palm Bay Apartments, and the June 1, 1997 maturity of
the Palm Bay mortgage note. On May 22, 1997, the Partnership entered into an
amended agreement to sell Palm Bay Apartments to an unaffiliated purchaser for a
cash purchase price of $6,750,000.
Consummation of the sale is subject to the satisfaction of certain conditions,
including the approval of the limited partners of the Partnership to the sale of
Palm Bay Apartments. Proxy solicitation materials were mailed to the limited
partners on July 14, 1997. The General Partner scheduled an August 12, 1997
meeting of the limited partners. At that meeting, the limited partners approved
the sale of Palm Bay Apartments and the dissolution of the Partnership. The sale
is scheduled to close by September 2, 1997.
As the Partnership's last real estate asset, a sale of Palm Bay Apartments would
also begin the process of dissolving the Partnership and, after establishing
reserves for contingencies and winding up expenses, distributing all remaining
Partnership funds to the partners.
RESULTS OF OPERATIONS
- ---------------------
Revenues:
Rental revenues at Palm Bay Apartments increased 6.3% and 10.1% for the quarter
and six months ended June 30, 1997 as compared to the same periods of 1996. Most
of the increase in rental revenue was obtained by improving the occupancy rate
of the Orlando property. Vacancy losses decreased 36%, and other rental
discounts and concessions decreased 40%. The occupancy rate at June 30,1997
improved to 95.1% from 94.2% at December 31, 1996. The occupancy rate at June
30, 1996 was 95.1%. The Partnership also increased base rental rates an average
of 4% for the property's units. Although small rental rate increases have been
implemented, most of the increase in rental revenues is from improved occupancy
rates at the property.
Expenses:
Partnership expenses decreased $139,272 or 16.6% for the six months ended June
30, 1997 as compared to the six months ended June 30, 1996. In accordance with
accounting standards, the Partnership ceased depreciating Palm Bay Apartments
after deciding to sell the property in October 1996. Thus, no depreciation is
recorded for the second quarter of 1997 as opposed to $193,997 of depreciation
during the second quarter of 1996.
Excluding depreciation, expenses increased $54,725 or 8.5% for the six months
ended June 30, 1997. Increases in repair and maintenance, general and
administrative, and general and administrative expenses paid to affiliates were
partially offset by decreased interest expense.
<PAGE>
Repair and maintenance expenses increased $31,913 or 19.9% for the first six
months of 1997 as compared to the first six months of 1996. Costs incurred for
replacement of appliances and floor coverings were expensed in 1997 as opposed
to being capitalized in 1996. The 1997 costs did not meet the Partnership's
capitalization criteria and were, therefore, expensed.
General and administrative expenses increased $9,048 or 55% for the first six
months of 1997 as compared to the first six months of 1996. Beginning in 1997,
the Partnership began incurring charges for investor services, which are now
provided by a third party vendor instead of by affiliates of the General
Partner.
General and administrative expenses paid to affiliates of the General Partner
increased $14,298 or 74% for the first six months of 1997 as compared to the
first six months of 1996. As discussed in the preceding paragraph, the
Partnership's costs for investor relations are reported in general and
administrative instead of general and administrative paid to affiliates
beginning in 1997. However, the Partnership incurred increased costs relating to
the proposed sale of Palm Bay Apartments and the anticipated liquidation of the
Partnership.
Interest expense decreased $11,225 or 10.8% in the first six months of 1997 as
compared to the first six months of 1996. Interest expense on the Palm Bay
mortgage note continues to decrease as the balance of the note is paid down
through monthly debt service payments. Approximately half of the decrease is
attributable to a one-time adjustment that increased interest expense in 1996.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
Cash generated by Partnership operating activities increased to $194,868 for the
six months ended June 30, 1997, a 10.7% increase over the $175,964 generated by
operating activities for the first six months of 1996. The capital renovation
projects undertaken at Palm Bay Apartments during the past three years have
enabled the Partnership to improve the condition of Palm Bay Apartments, to
improve the tenant profile of Palm Bay Apartments, and finally to improve the
occupancy rate of Palm Bay Apartments. These steps, all beginning with the
capital renovation program, now all Palm Bay Apartments to compete effectively
with other apartment communities in the surrounding area.
For the balance of 1997, cash flow from operations is projected to be sufficient
to pay for current operating expenses, budgeted capital improvements, and
repayment of the Palm Bay mortgage note through monthly debt service payments.
With the renovation of Palm Bay Apartments now complete, and net operating
income restored to acceptable levels, the Partnership is now in a position to
dispose of its investment in Palm Bay Apartment profitably.
The Partnership's investing activities since the March 17, 1994 sale of
Pacesetter Apartments have been limited to renovating Palm Bay Apartments.
Capital expended for capital improvements at Palm Bay Apartments totaled
$212,261 and $440,906 for the years ended December 31, 1996 and 1995,
respectively. An additional $64,217 was expended for capital improvements during
the first six months of 1997.
Financing activities since the sale of Pacesetter Apartments have been limited
to repayment of the Palm Bay mortgage note through regularly scheduled monthly
debt-service payments. Such payments totaled $137,627 and $126,137 for the years
ended December 31, 1996 and 1995, respectively. An additional $73,446 of
principal payments occurred during he first six months of 1997.
<PAGE>
Liquidity:
The Palm Bay mortgage note was scheduled to mature on June 1, 1997. The General
Partner discussed the impending maturity of the mortgage note and the prospects
for the sale of Palm Bay Apartments with the holder of the mortgage note.
Pursuant to those discussions, the holder of the mortgage note executed a
forbearance letter on May 16, 1997, stating that the mortgage note holder will
forbear from exercising its rights under the loan documents until September 1,
1997 so long as the Partnership continues paying monthly debt service payments
as in the past. This agreement effectively extends the date the Partnership will
have to payoff the mortgage note until September 1, 1997. If the sale of Palm
Bay Apartments is consummated as scheduled on September 2, 1997, approximately
$1,924,929 of sales proceeds will be required to payoff the Palm Bay mortgage
note. The holder of the mortgage note has indicated informally that the
forbearance letter will be honored until September 2, 1997.
The Partnership does not have and will not have adequate cash reserves to pay
off the Palm Bay mortgage note before September 1, 1997 unless the Partnership
can successfully sell Palm Bay Apartments before that date. Should the
Partnership be required to pay off the Palm Bay mortgage note prior to the sale
of Palm Bay Apartments, the General Partner will attempt to arrange interim
financing from an affiliate of the General Partner or from a third party. The
General Partner does not anticipate unusual difficulties securing temporary
financing given the high level of equity the Partnership has in Palm Bay
Apartments and the Partnership's decision to sell Palm Bay Apartments. However,
such temporary financing, if needed, is not assured.
At June 30, 1997, the Partnership held $638,236 of cash and cash equivalents, up
$57,205 from the balance at the end of 1996. Except for the impending maturity
of the Palm Bay mortgage note, the General Partner considers the Partnership's
cash reserves adequate for anticipated Partnership operations for the balance of
1997, or until Palm Bay Apartments is sold. Furthermore, the General Partner
believes that operations at Palm Bay Apartments will generate sufficient cash
flow to pay the operating expenses of Palm Bay Apartments, pay the required
monthly debt service payments on the Palm Bay mortgage note, and provide funds
to make necessary capital improvement to Palm Bay Apartments.
Although there can be no assurance as to the timing of any sale or liquidation,
it is anticipated that such liquidation would result in distributions to the
partners of the net cash proceeds from the sale of Palm Bay Apartments, subject
to cash reserve requirements (including an estimated reserve of $200,000 to
provide for legal fees and potential costs, expenses and losses from ongoing
litigation), to be followed by a dissolution of the Partnership.
Distributions:
Distributions to partners have been suspended as part of the General Partner's
policy of maintaining adequate cash reserves. Distributions to limited partners
will remain suspended until Palm Bay Apartments is sold and all liabilities of
the Partnership are either paid or provided for. If the sale of Palm Bay
Apartments closes as expected on September 2, 1997, the Partnership anticipates
distributing available sales proceeds to the partners by the end of 1997.
<PAGE>
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.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- ------- ---------------------------------------------------
On August 12, 1997, at a special meeting of limited partners, the Partnership's
limited partners approved a proposal to amend the Restated Certificate and
Agreement of Limited Partnership to authorize the General Partner to sell Palm
Bay Apartments. This proposal was approved by 9,038.92 affirmative votes. 15
votes against the proposal were cast.
<PAGE>
At the August 12, 1997 special meeting, limited partners also approved a
proposal to authorize the General Partner to liquidate the Partnership. This
second proposal was approved by 9,038.92 affirmative votes. 15 votes against the
proposal were cast.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
- ------- --------------------------------
(a) Exhibits.
Exhibit
Number Description
------- -----------
3. Restated Certificate and Agreement of
Limited Partnership dated of March 8,
1972. (1)
4. Amendment to Restated Certificate and
Agreement of Limited Partnership dated
March 30, 1992. (2)
11. Statement regarding computation of net
income per limited partnership unit: Net
income per limited partnership unit is
computed by dividing net income allocated to
the limited partners by the number of
limited partnership units outstanding. Per
unit information has been computed based on
13,752.5 limited partnership units
outstanding in 1997 and 1996.
27. Financial Data Schedule for the quarter
ended June 30, 1997.
(1) Incorporated by reference to the Annual Report of Registrant on Form
10-K for the period ended December 31, 1990, as filed on March 29,
1991.
(2) Incorporated by reference to the Current Report on Form 8-K filed by
the Registrant with the Securities and Exchange Commission on April
10, 1992.
(b) Reports on Form 8-K.
On June 6, 1997, the Partnership filed a Current Report on Form 8-K to
report the signing of a Real Estate Sales Agreement to sell Palm Bay
Apartments to an unaffiliated purchaser. The sale is subject to the
satisfaction of certain conditions, including the approval of the limited
partners of the Partnership to the sale of Palm Bay Apartments. The sale is
scheduled to close during the third quarter of 1997.
<PAGE>
McNEIL PACIFIC INVESTORS FUND 1972
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 PACIFIC INVESTORS FUND 1972
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> 638,236
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 7,135,060
<CURRENT-LIABILITIES> 0
<BONDS> 1,950,131
0
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 7,135,060
<SALES> 898,707
<TOTAL-REVENUES> 913,794
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 606,345
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 92,496
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 214,953
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 214,953
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
