MCNEIL REAL ESTATE FUND V LTD
10-Q, 1996-08-14
OPERATORS OF NONRESIDENTIAL BUILDINGS
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                                  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, 1996
                        --------------------------------------------------------


                                       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  0-8229
                            -------



                         MCNEIL REAL ESTATE FUND V, LTD.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)





         California                                 94-6356980
- --------------------------------------------------------------------------------
(State or other jurisdiction of                   (I.R.S. Employer
incorporation or organization)                     Identification No.)



              13760 Noel Road, Suite 700, LB70, Dallas, Texas 75240
- --------------------------------------------------------------------------------
              (Address of principal executive offices)      (Zip code)



Registrant's telephone number, including area code    (214)  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 V, LTD.

                          PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS
- ------- --------------------

                                 BALANCE SHEETS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                           June 30,         December 31,
                                                                             1996                1995
                                                                       ---------------      --------------
ASSETS
- ------
<S>                                                                    <C>                  <C>           
Asset held for sale.........................................           $    13,789,030      $   13,789,030

Cash and cash equivalents...................................                 2,162,076           2,025,005
Cash segregated for security deposits.......................                   146,074             144,797
Accounts receivable.........................................                         -               8,260
Prepaid expenses and other asset............................                    22,341              61,414
Escrow deposits.............................................                       929                   -
Deferred borrowing costs (net of accumulated
   amortization of $33,393 and $29,037 at
   June 30, 1996 and December 31, 1995,
   respectively)............................................                   227,940             232,296
                                                                        --------------       -------------
                                                                       $    16,348,390      $   16,260,802
                                                                        ==============       =============

LIABILITIES AND PARTNERS' EQUITY
- --------------------------------

Mortgage note payable.......................................           $    11,307,207      $   11,358,707
Accounts payable............................................                    18,367              33,528
Accrued interest............................................                    69,172              72,090
Accrued expenses............................................                    27,838              48,936
Payable to affiliates - General Partner.....................                    16,735              15,734
Security deposits and deferred rental revenue...............                   165,641             152,328
                                                                        --------------       -------------
                                                                            11,604,960          11,681,323
                                                                        --------------       -------------

Partners' equity:
   Limited partners - 20,000 limited partnership
     units authorized; 18,223 limited partnership
     units outstanding......................................                 4,726,445           4,562,494
   General Partner..........................................                    16,985              16,985
                                                                        --------------       -------------
                                                                             4,743,430           4,579,479
                                                                        --------------       -------------
                                                                       $    16,348,390      $   16,260,802
                                                                        ==============       =============
</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 V, LTD.

                              STATEMENTS OF INCOME
                                   (Unaudited)
<TABLE>
<CAPTION>
                                             Three Months Ended                      Six Months Ended
                                                  June 30,                              June 30,
                                      ---------------------------------    ---------------------------------
                                          1996               1995               1996                1995
                                      --------------     --------------    --------------     --------------
Revenue:
<S>                                   <C>                <C>               <C>                <C>           
   Rental revenue................     $    1,009,202     $    1,014,810    $    2,033,412     $    2,050,015
   Interest......................             27,562             27,889            54,793             53,788
   Gain on legal settlement......                  -              4,398                 -              4,398
                                       -------------      -------------     -------------      -------------
     Total revenue...............          1,036,764          1,047,097         2,088,205          2,108,201
                                       -------------      -------------     -------------      -------------

Expenses:
   Interest......................            211,451            216,408           428,309            420,113
   Depreciation..................                  -            125,361                 -            250,722
   Property taxes................             65,249             53,457           126,149            113,643
   Personnel expenses............             78,498             77,413           164,562            168,263
   Utilities.....................             53,079             62,661           129,944            144,218
   Repairs and maintenance.......            145,373            123,312           254,323            213,067
   Property management
     fees - affiliates...........             50,254             50,415           101,720            102,192
   Other property operating
     expenses....................             76,648             59,721           146,759            118,461
   General and administrative....             45,425              7,394            72,487             14,498
   Partnership management
     fee.........................                  -                  -            25,000             15,000
                                       -------------      -------------     -------------      -------------
     Total expenses..............            725,977            776,142         1,449,253          1,560,177
                                       -------------      -------------     -------------      -------------

Net income.......................     $      310,787     $      270,955    $      638,952     $      548,024
                                       =============      =============     =============      =============

Net income allocable to
   limited partners..............     $      310,787     $      270,955    $      638,952     $     548,024
Net income allocable to
   General Partner...............                  -                  -                 -                  -
                                       -------------      -------------     -------------      -------------
Net income.......................     $      310,787     $      270,955    $      638,952     $      548,024
                                       =============      =============     =============      =============

Net income per limited
   partnership unit..............     $        17.06     $        14.87    $        35.06     $        30.07
                                       =============      =============     =============      =============

Distributions per limited
   partnership unit..............     $            -     $            -    $        26.06     $        15.64
                                       =============      =============     =============      =============
</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 V, LTD.

                         STATEMENTS OF PARTNERS' EQUITY
                                   (Unaudited)

                 For the Six Months Ended June 30, 1996 and 1995


<TABLE>
<CAPTION>
                                                                                                   Total
                                                    General                 Limited                Partners'
                                                    Partner                 Partners               Equity
                                                 --------------          ---------------       ---------------
<S>                                              <C>                     <C>                   <C>           
Balance at December 31, 1994..............       $       16,985          $    4,383,431        $    4,400,416

Net income................................                    -                 548,024               548,024

Distributions.............................                    -                (285,008)             (285,008)
                                                  -------------           -------------         -------------

Balance at June 30, 1995..................       $       16,985          $    4,646,447        $    4,663,432
                                                  =============           =============         =============


Balance at December 31, 1995..............       $       16,985          $    4,562,494        $    4,579,479

Net income................................                    -                 638,952               638,952

Distributions.............................                    -                (475,001)             (475,001)
                                                  -------------           -------------         -------------

Balance at June 30, 1996..................       $       16,985          $    4,726,445        $    4,743,430
                                                  =============           =============         =============

</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 V, LTD.

                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                Increase (Decrease) in Cash and Cash Equivalents


<TABLE>
<CAPTION>
                                                                              Six Months Ended
                                                                                   June 30,
                                                                -------------------------------------------
                                                                       1996                      1995
                                                                -------------------        ----------------
Cash flows from operating activities:
<S>                                                             <C>                        <C>            
   Cash received from tenants........................           $        2,052,539         $     2,054,693
   Cash received from legal settlement...............                            -                   4,398
   Cash paid to suppliers............................                     (765,021)               (733,718)
   Cash paid to affiliates...........................                     (125,719)               (117,890)
   Interest received.................................                       54,793                  53,788
   Interest paid.....................................                     (426,871)               (406,933)
   Property taxes paid...............................                     (126,149)               (113,643)
                                                                 -----------------          --------------
Net cash provided by operating activities............                      663,572                 740,695
                                                                 -----------------          --------------

Net cash used in investing activities:
   Additions to real estate investments..............                            -                (203,017)
                                                                 -----------------          --------------

Cash flows from financing activities:
   Principal payments on mortgage note payable.......                      (51,500)                (38,062)
   Distributions.....................................                     (475,001)               (285,008)
                                                                 -----------------          --------------
Net cash used in financing activities................                     (526,501)               (323,070)
                                                                 -----------------          --------------

Net increase in cash and cash equivalents............                      137,071                 214,608

Cash and cash equivalents at beginning of
   year..............................................                    2,025,005               1,799,590
                                                                 -----------------          --------------

Cash and cash equivalents at end of year.............           $        2,162,076         $     2,014,198
                                                                 =================          ==============

</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 V, LTD.

                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)

              Reconciliation of Net Income to Net Cash Provided by
                              Operating Activities


<TABLE>
<CAPTION>
                                                                              Six Months Ended
                                                                                   June 30,
                                                                  -----------------------------------------
                                                                        1996                     1995
                                                                  -----------------        ----------------
<S>                                                               <C>                      <C>            
Net income...........................................             $        638,952         $       548,024
                                                                   ---------------          --------------

Adjustments to reconcile net income to  net cash
   provided  by  operating activities:
   Depreciation......................................                            -                 250,722
   Amortization of deferred borrowing costs..........                        4,356                   4,356
   Changes in assets and liabilities:
     Cash segregated for security deposits...........                       (1,277)                  1,726
     Accounts receivable.............................                        8,260                   1,931
     Prepaid expenses and other assets...............                       39,073                 (59,885)
     Escrow deposits.................................                         (929)                      -
     Accounts payable................................                      (15,161)                (27,236)
     Accrued interest................................                       (2,918)                  8,824
     Accrued expenses................................                      (21,098)                 12,214
     Payable to affiliates - General Partner.........                        1,001                    (698)
     Security deposits and deferred rental
       revenue.......................................                       13,313                     717
                                                                   ---------------          --------------

       Total adjustments.............................                       24,620                 192,671
                                                                   ---------------          --------------

Net cash provided by operating activities............             $        663,572         $       740,695
                                                                   ===============          ==============

</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 V, LTD.

                          Notes to Financial Statements
                                   (Unaudited)

                                  June 30, 1996

NOTE 1.
- -------

McNeil Real Estate Fund V, Ltd. (the  "Partnership") was organized September 12,
1974 as a limited  partnership  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 agreement of
limited partnership dated September 12, 1974 (the "Partnership Agreement").  The
principal place of business for the Partnership and the General Partner is 13760
Noel Road, Suite 700, 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, 1996 are
not  necessarily  indicative  of the results to be expected  for the year ending
December 31, 1996.

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,  1995,  and the  notes  thereto,  as  filed  with the
Securities and Exchange  Commission,  which is available upon request by writing
to McNeil  Real Estate Fund V, Ltd.  c/o McNeil  Real Estate  Management,  Inc.,
Investor Services, 13760 Noel Road, Suite 700, LB70, Dallas, Texas 75240.

NOTE 3.
- -------

The  Partnership  pays  property  management  fees  equal to 5% of gross  rental
receipts of Sycamore Valley, the Partnership's  residential  property, to McNeil
Real Estate Management,  Inc.  ("McREMI"),  an affiliate of the General Partner,
for providing management and leasing services.

As compensation for  administering  the affairs of the Partnership,  the General
Partner  receives  a  partnership  management  fee  equal  to  5% of  cash  from
operations,  as defined, but only if the limited partners receive  distributions
of cash from operations equal to a 6% per annum  non-cumulative  return on their
adjusted invested capital.

The  Partnership  is  obligated  to pay  commissions  for real estate  brokerage
services to an affiliate of the General  Partner in connection  with the sale of
the Partnership's  property. Such commissions shall not exceed the lesser of (i)
the normal and competitive  rate for similar  services in the locality where the
services are performed, (ii) 50% of the standard commission or (iii) one-half of
the total  acquisition  fees which could have been paid to the  General  Partner
under the terms of the Partnership Agreement.


<PAGE>
Under  the terms of the  Partnership  Agreement,  the  General  Partner  is also
entitled to receive a subordinated incentive fee. This fee is an amount equal to
10% of the remaining cash from sales or refinancings,  as defined,  in excess of
the cost of all  partnership  properties,  as  defined.  The cash from  sales or
refinancing  distributed to the limited partners has exceeded the  subordination
requirement.

Compensation  and  reimbursements  paid to or  accrued  for the  benefit  of the
General Partner and its affiliates are as follows:

                                                     Six Months Ended
                                                         June 30,
                                                ------------------------
                                                   1996           1995
                                                ---------      ---------

Property management fees...........             $ 101,720      $ 102,192
Partnership management fees........                25,000         15,000
                                                 --------       --------
                                                $ 126,720      $ 117,192
                                                 ========       ========
NOTE 4.
- -------

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.
Since  Sycamore  Valley is currently  classified  as an asset held for sale,  no
depreciation was taken in 1996.

NOTE 5.
- -------

On February 5, 1996, the Partnership executed a purchase agreement dated January
23, 1996 with BRE Properties, Inc. to sell to BRE the Sycamore Valley Apartments
which represents  substantially all of the assets of the Partnership.  The gross
purchase  price  for  Sycamore  Valley  is   $23,085,000,   subject  to  certain
adjustments.  Consummation of the sale is subject to the satisfaction of certain
conditions,  including the approval of the limited  partners of the  Partnership
for the sale of Sycamore Valley.  The Partnership filed a 14A Proxy Statement on
August  9,  1996,  submitting  the  sale  and  the  subsequent  dissolution  and
termination  of the  Partnership  for limited  partner  approval at a meeting on
September 10, 1996.

If the limited  partners approve and the sale of Sycamore Valley is consummated,
the General  Partner  will  commence  the  dissolution  and  termination  of the
Partnership.  In connection with such dissolution and  termination,  the General
Partner will liquidate any remaining assets, repay creditors, pay to the General
Partner  a  brokerage  fee and  subordinated  incentive  fee (See  Note 2),  and
authorize  distributions to the limited  partners of the Partnership,  including
distributions  of net proceeds from the sale of Sycamore  Valley,  in accordance
with the terms of the  Partnership  Agreement  of the  Partnership.  Neither the
amount nor timing of any such  distributions has been determined.  The financial
statements have not been prepared on the liquidation basis of accounting, as the
sale is subject to limited partner approval.



<PAGE>
NOTE 6.
- -------

The  Partnership  filed claims with the United States  Bankruptcy  Court for the
Northern  District of Texas,  Dallas Division (the  "Bankruptcy  Court") against
Southmark Corporation ("Southmark"), an affiliate of a previous general partner,
for damages relating to improper  overcharges,  breach of contract and breach of
fiduciary  duty.  The  Partnership  settled  these  claims  in  1991,  and  such
settlement was approved by the Bankruptcy Court.

An Order Granting  Motion to Distribute  Funds to Class 8 Claimants  dated April
14, 1995 was issued by the Bankruptcy  Court.  In accordance  with the Order, in
May 1995 the Partnership received in full satisfaction of its claims,  $3,325 in
cash,  and  common  and  preferred  stock in the  reorganized  Southmark,  which
represents the  Partnership's  pro-rata share of Southmark  assets available for
Class 8 Claimants. The Partnership sold the Southmark common and preferred stock
in May 1995 for $1,073,  which  combined with the cash proceeds from  Southmark,
resulted in a gain on legal settlement of $4,398.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
- -------  ---------------------------------------------------------------
         RESULTS OF OPERATIONS
         ---------------------

FINANCIAL CONDITION
- -------------------

The  Partnership  was formed to  acquire,  operate and  ultimately  dispose of a
portfolio of income-producing real properties. At June 30, 1996, the Partnership
owned one apartment property which is subject to a mortgage note.

On February 5, 1996, the Partnership executed a purchase agreement dated January
23, 1996 with BRE Properties, Inc. to sell to BRE the Sycamore Valley Apartments
which represents  substantially all of the assets of the Partnership.  The gross
purchase  price  for  Sycamore  Valley  is   $23,085,000,   subject  to  certain
adjustments.  Consummation of the sale is subject to the satisfaction of certain
conditions,  including the approval of the limited  partners of the  Partnership
for the sale of Sycamore Valley.  The Partnership filed a 14A Proxy Statement on
August  9,  1996,  submitting  the  sale  and  the  subsequent  dissolution  and
termination  of the  Partnership  for limited  partner  approval at a meeting on
September 10, 1996.

If the limited  partners approve and the sale of Sycamore Valley is consummated,
the General  Partner  will  commence  the  dissolution  and  termination  of the
Partnership.  In connection with such dissolution and  termination,  the General
Partner will liquidate any remaining assets, repay creditors, pay to the General
Partner  a  brokerage  fee and  subordinated  incentive  fee (See  Note 2),  and
authorize  distributions to the limited  partners of the Partnership,  including
distributions  of net proceeds from the sale of Sycamore  Valley,  in accordance
with the terms of the  Partnership  Agreement  of the  Partnership.  Neither the
amount nor timing of any such  distributions has been determined.  The financial
statements have not been prepared on the liquidation basis of accounting, as the
sale is subject to limited partner approval.






<PAGE>

RESULTS OF OPERATIONS
- ---------------------

Revenue:

Total Partnership  revenues  decreased by $19,996 or 1% for the six months ended
June 30, 1996.  Rental revenue  decreased  $16,603 and interest income increased
$1,005.

Rental  revenue for the first six months of 1996 was  $2,033,412  as compared to
$2,050,015  for the same period in 1995.  The decrease in rental revenue for the
six months ended June 30, 1996 is due to a decrease in the occupancy rate of the
property.  The occupancy  rate decreased from 96% in June of 1995 to 94% in June
of 1996.

Expenses:

Total Partnership  expenses  decreased by $110,924 or 7% the first six months of
1996 as  compared  to the same period in 1995.  The most  significant  decreases
occurred in depreciation and utilities. The total decrease in expense was offset
by  increases  in  property  taxes,  repair  and  maintenance,   other  property
operating, general and administrative, and partnership management fees.

The  Partnership  did not recognize any  depreciation  expense  during 1996 as a
result of the adoption of Financial  Accounting  Standards No. 121,  "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
Of."

Property tax expense for the six and three months ended June 30, 1996  increased
$12,506 or 11% and $11,792 or 22%, respectively, as compared to 1995.

Utility expense decreased $14,274 or 10% and $9,582 or 15% for the six and three
months  ended June 30,  1996,  respectively,  as  compared to the same period in
1995.  The  decrease is related to the  installation  of newer,  more  efficient
boilers at the property.

Repair and maintenance  expenses increased $41,256 or 19% and $22,061 or 18% for
the six and three  months  ended  1996,  respectively,  as  compared to the same
period  in  1995.  The  increase  is due to the  replacement  of  carpeting  and
appliances, which met the Partnership's criteria for capitalization based on the
magnitude of replacements in 1995, but were expensed in 1996.

Other property  operating  expenses  increased $28,298 or 24% for the six months
ended  June 30,  1996 as  compared  to 1995 due to the  increase  in  earthquake
insurance for Sycamore  Valley.  This increase was partially offset by decreases
in personnel costs and office supplies.

General and  administrative  expenses increased $57,989 for the six months ended
June 30, 1996 as compared to the same period last year.  The increase was due to
proxy costs and  professional  fees incurred by the Partnership  relating to the
proposed sale of Sycamore Valley.

Partnership  management  fee  increased by $10,000 for the six months ended June
30, 1996.  These fees are based on  distributions  made to the limited  partners
which increased in 1996 compared to 1995.



<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------

The  Partnership's  primary source of cash flows is from  operating  activities,
which  generated  $663,572  for the first  six  months  of 1996 as  compared  to
$740,695 in 1995.  This decrease is due to the an increase in the payment of the
property taxes, cash paid to suppliers, and the increase in interest paid.

The Partnership expended $203,017 for capital improvements to Sycamore Valley in
1995.

The  Partnership  distributed  $475,001 and $285,008 to the limited  partners in
1996 and 1995,  respectively.  Principal  payments on the mortgage  note payable
increased by $13,438 in 1996 as compared to the same period last year.

Liquidity:

At June 30, 1996,  the  Partnership  held  $2,162,076 of cash, up $137,071 since
December 31, 1995.  This balance  provides for the working  capital needs of the
Partnership and allows for distributions to the limited  partners.  As discussed
in Financial Conditions,  the General Partner will seek limited partner approval
for the sale of Sycamore  Valley and to commence  dissolution and termination of
the  Partnership.  Until such  approval is  received,  management  will  perform
routine  repairs and  maintenance  on the  property to preserve  and enhance its
value in the market.

McNeil has established a revolving  credit facility not to exceed  $5,000,000 in
the aggregate which will be available on a "first-come,  first-served"  basis to
the Partnership and other affiliated partnerships if certain conditions are met.
Borrowings  under  the  facility  may be  used  to  fund  deferred  maintenance,
refinancing  obligations and working  capital needs.  There is no assurance that
the partnership will receive funds under the facility because no amounts will be
reserved  for any  particular  partnership.  As of  June  30,  1996,  $4,082,159
remained available for borrowing under the facility;  however,  additional funds
could become available as other  partnerships  repay existing  borrowings.  This
commitment will terminate March 30, 1997.

If the proposed sale is not  consummated and operations  should  deteriorate and
present  resources not be adequate for current  needs,  the  Partnership  has no
established lines of credit on which to draw for its working capital needs other
than any available portion of the $5,000,000 revolving credit facility discussed
above,  and thus would require other sources of working  capital.  No such other
sources have been identified.

Distributions:

During 1996, the limited partners received a cash distribution of $475,001.  The
distribution  consisted of funds from  operations.  During the third  quarter of
1996, the Partnership anticipates making a distribution totaling $570,000 to the
limited  partners  of  record  as of August 1,  1996.  If the  proposed  sale is
consummated,  the General Partner currently  intends to commence  liquidation of
the Partnership. However, the General Partner has not yet determined the precise
timing and actual  amount of  distributions  to the limited  partners that would
occur after the  consummation  of the proposed sale and in  connection  with the
liquidation of the Partnership.






<PAGE>
                           PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS
- -------  -----------------

Two class action  lawsuits  styled Robert Lewis vs. McNeil  Partners,  L.P., et.
al.,  filed  in the  District  Court  of  Dallas  County,  Texas,  and  James F.
Schofield,  et. al. vs.  McNeil  Partners,  L.P.,  et. al.,  filed in the United
States District  Court,  Southern  District of New York,  have been  voluntarily
dismissed without prejudice by the respective plaintiffs in such actions.

ITEM 5.  OTHER INFORMATION
- -------  -----------------

On August 5, 1996, High River Limited  Partnership ("High River"), a partnership
controlled  by Carl Icahn  ("Icahn"),  and  certain  Icahn's  affiliates,  filed
documents with the Securities and Exchange Commission disclosing that High River
had entered into a letter  agreement dated August 2, 1996 with the attorneys for
the plaintiffs in the case styled James F. Schofield,  et. al. ("Plaintiffs") v.
McNeil  Partners,  L.P.,  et. al. The letter  agreement  provided,  among  other
things, that (i) High River will commence, as soon as possible,  but in no event
more than six months, a tender offer for any and all of the outstanding Units of
the Partnership and other  affiliated  partnerships  (the  "Partnerships")  at a
price that is not less than 75% of the estimated  liquidation value of the Units
(as determined by utilizing the same  methodology that was used to determine the
liquidation  values in High River's previous tender offers for the Partnerships,
as previously disclosed),  which tender offer may be subject to such other terms
and  conditions  as High River  determines in its sole  discretion;  (ii) in the
event that High River  attains  the  position  of general  partner in any of the
Partnerships:  (a) High River  will take all  actions  necessary  to cause a 25%
reduction  of fees of such  Partnerships,  (b) High  River  will not cause  such
Partnerships  to take any action to discontinue  the litigation  with respect to
receivable claims and (c) High River and Plaintiffs'  counsel will in good faith
execute an  appropriate  Stipulation  of Settlement  based upon the terms of the
letter agreement,  which stipulation shall not include a settlement or provide a
release  of the  receivable  claims;  and  (iii)  from and after the date of the
letter  agreement,  Plaintiffs'  counsel  agreed  they will not  enter  into any
settlement of the claims  asserted in such  litigation that does not provide for
all consideration contained in a demand letter dated June 24, 1996.

On August 9, 1996, the Partnership  filed a Schedule 14A Proxy Statement seeking
the approval of the limited partners for the proposed sale of the only remaining
property and the liquidation of the Partnership.


<PAGE>

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K
- -------  --------------------------------

(a)  Exhibits.

         Exhibit
         Number                     Description
         -------                    -----------

         4.                         Partnership  Agreement  dated  September 12,
                                    1974     and     amended     and    restated
                                    January 31, 1975. (1)

         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
                                    18,223 limited partnership units outstanding
                                    in 1996 and 1995.

         27.                        Financial   Data   Schedule  for the quarter
                                    ended June 30, 1996.

         (1)   Incorporated  by  reference  to the Annual  Report of McNeil Real
               Estate  Fund V, Ltd. on Form 10-K for the period  ended  December
               31, 1990, as filed with the Securities and Exchange Commission on
               March 29, 1991.

(b)      Reports  on  Form  8-K.  There were no reports on Form 8-K filed during
         the quarter ended June 30, 1996.
<PAGE>


                        Mc NEIL REAL ESTATE FUND V, 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 V, LTD.

                              By:  McNeil Partners, L.P., General Partner

                                   By: McNeil Investors, Inc., General Partner



August 14, 1996                By: /s/ Donald K. Reed
- --------------------              ----------------------------------------------
Date                              Donald K. Reed
                                  President and Chief Executive Officer



August 14, 1996                By: /s/  Ron K. Taylor
- --------------------               ---------------------------------------------
Date                               Ron K. Taylor
                                   Acting Chief Financial Officer of
                                   McNeil Investors, Inc.




August 14, 1996                By: /s/  Brandon K. Flaming
- ---------------------              ---------------------------------------------
Date                               Brandon K. Flaming
                                   Chief Accounting Officer of McNeil Real 
                                   Estate Management, Inc.




<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               JUN-30-1996
<CASH>                                       2,162,076
<SECURITIES>                                         0
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                              16,348,390
<CURRENT-LIABILITIES>                                0
<BONDS>                                     11,307,207
<COMMON>                                             0
                                0
                                          0
<OTHER-SE>                                           0
<TOTAL-LIABILITY-AND-EQUITY>                16,348,390
<SALES>                                      2,033,412
<TOTAL-REVENUES>                             2,088,205
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                             1,020,944
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                             428,309
<INCOME-PRETAX>                                      0
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                            638,952
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   638,952
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

</TABLE>


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