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 0-12915
-------
McNEIL REAL ESTATE FUND XIV, LTD.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
California 94-2822299
- --------------------------------------------------------------------------------
(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 XIV, LTD.
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
- ------- --------------------
BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>
June 30, December 31,
1996 1995
---------------- ----------------
ASSETS
- ------
Real estate investments:
<S> <C> <C>
Land..................................................... $ 6,833,471 $ 6,833,471
Buildings and improvements............................... 46,164,399 45,953,575
-------------- --------------
52,997,870 52,787,046
Less: Accumulated depreciation.......................... (22,982,478) (21,836,162)
-------------- --------------
30,015,392 30,950,884
Cash and cash equivalents................................... 2,066,204 1,417,948
Cash segregated for security deposits....................... 413,609 370,097
Accounts receivable......................................... 385,854 350,823
Prepaid expenses and other assets........................... 183,321 200,574
Escrow deposits............................................. 827,261 844,622
Deferred borrowing costs, net of accumulated amorti-
zation of $298,426 and $250,597 at June 30 1996,
and December 31, 1995, respectively...................... 1,092,566 1,140,395
-------------- --------------
$ 34,984,207 $ 35,275,343
============== ==============
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
- ------------------------------------------
Mortgage notes payable, net................................. $ 27,654,274 $ 27,871,969
Accounts payable............................................ 133,150 166,434
Accrued interest............................................ 199,211 201,267
Accrued property taxes...................................... 332,423 100,877
Other accrued expenses...................................... 63,429 79,725
Payable to affiliates - General Partner..................... 1,539,703 1,255,290
Security deposits and deferred rental revenue............... 400,073 380,367
-------------- --------------
30,322,263 30,055,929
-------------- --------------
Partners' equity (deficit):
Limited partners - 100,000 limited partnership
units authorized; 86,534 limited partnership
units outstanding...................................... 7,501,628 7,766,250
General Partner.......................................... (2,839,684) (2,546,836)
-------------- --------------
4,661,944 5,219,414
-------------- --------------
$ 34,984,207 $ 35,275,343
============== ==============
</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 XIV, LTD.
STATEMENTS OF OPERATIONS
(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................ $ 2,318,311 $ 2,304,415 $ 4,620,968 $ 4,580,514
Interest...................... 27,166 29,002 57,150 54,155
Gain on legal settlement...... - 39,841 - 39,841
------------- ------------- ------------- -------------
Total revenue............... 2,345,477 2,373,258 4,678,118 4,674,510
------------- ------------- ------------- -------------
Expenses:
Interest...................... 672,304 671,006 1,347,691 1,339,019
Depreciation and
amortization................ 574,217 540,754 1,146,316 1,062,181
Property taxes................ 184,991 178,272 385,941 366,608
Personnel expenses............ 218,320 230,027 473,226 513,485
Utilities..................... 126,345 115,966 246,391 226,262
Repair and maintenance........ 360,255 247,797 644,989 475,623
Property management
fees - affiliates........... 114,993 116,610 227,185 227,973
Other property operating
expenses.................... 140,498 141,817 271,829 286,143
General and administrative.... 16,262 17,188 40,082 33,751
General and administrative -
affiliates.................. 80,821 91,708 161,763 188,211
------------- ------------- ------------- -------------
Total expenses.............. 2,489,006 2,351,145 4,945,413 4,719,256
------------- ------------- ------------- -------------
Net income (loss)................ $ (143,529) $ 22,113 $ (267,295) $ (44,746)
============= ============== ============= =============
Net income (loss) allocated to
limited partners.............. $ (142,094) $ 21,892 $ (264,622) $ (44,299)
Net income (loss) allocated to
General Partner............... (1,435) 221 (2,673) (447)
------------- ------------- ------------- -------------
Net income (loss)................ $ (143,529) $ 22,113 $ (267,295) $ (44,746)
============= ============== ============= =============
Net income (loss) per limited
partnership unit.............. $ (1.64) $ .25 $ (3.06) $ (.51)
============= ============== ============= =============
</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 XIV, LTD.
STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
(Unaudited)
For the Six Months Ended June 30, 1996 and 1995
<TABLE>
<CAPTION>
Total
Partners'
General Limited Equity
Partner Partners (Deficit)
--------------- --------------- ---------------
<S> <C> <C> <C>
Balance at December 31, 1994.............. $ (1,941,941) $ 8,094,114 $ 6,152,173
Net loss.................................. (447) (44,299) (44,746)
Management Incentive Distribution......... (305,150) - (305,150)
------------- ------------- -------------
Balance at June 30, 1995.................. $ (2,247,538) $ 8,049,815 $ 5,802,277
============= ============= =============
Balance at December 31, 1995.............. $ (2,546,836) $ 7,766,250 $ 5,219,414
Net loss.................................. (2,673) (264,622) (267,295)
Management Incentive Distribution......... (290,175) - (290,175)
------------- ------------- -------------
Balance at June 30, 1996.................. $ (2,839,684) $ 7,501,628 $ 4,661,944
============= ============= =============
</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 XIV, LTD.
STATEMENTS OF CASH FLOWS
(Unaudited)
Increase 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............................... $ 4,560,513 $ 4,501,365
Cash received from legal settlement...................... - 39,841
Cash paid to suppliers................................... (1,580,548) (1,654,486)
Cash paid to affiliates.................................. (394,710) (758,473)
Interest received........................................ 57,150 54,155
Interest paid............................................ (1,231,657) (1,237,538)
Property taxes paid and escrowed......................... (263,712) (220,683)
-------------- --------------
Net cash provided by operating activities................... 1,147,036 724,181
-------------- --------------
Cash flows from investing activities:
Additions to real estate investments..................... (210,824) (816,549)
-------------- --------------
Cash flows from financing activities:
Principal payments on mortgage notes
payable................................................ (287,956) (260,959)
Deferred borrowing costs paid............................ - (107,525)
Proceeds from refinancing of mortgage
note payable........................................... - 1,115,767
-------------- --------------
Net cash provided by (used in) financing
activities............................................... (287,956) 747,283
-------------- --------------
Net increase in cash and cash equivalents................... 648,256 654,915
Cash and cash equivalents at beginning of
period................................................... 1,417,948 1,045,158
-------------- --------------
Cash and cash equivalents at end of period.................. $ 2,066,204 $ 1,700,073
============== ==============
</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 XIV, LTD.
STATEMENTS OF CASH FLOWS
(Unaudited)
Reconciliation of Net Loss to Net Cash Provided by
Operating Activities
<TABLE>
<CAPTION>
Six Months Ended
June 30,
------------------------------------
1996 1995
---------------- ----------------
<S> <C> <C>
Net loss.................................................... $ (267,295) $ (44,746)
-------------- --------------
Adjustments to reconcile net loss to net cash provided
by operating activities:
Depreciation and amortization............................ 1,146,316 1,062,181
Amortization of deferred borrowing costs................. 47,829 35,731
Amortization of discounts on mortgage
notes payable.......................................... 70,261 65,794
Changes in assets and liabilities:
Cash segregated for security deposits.................. (43,512) (31,015)
Accounts receivable.................................... (35,031) (52,616)
Prepaid expenses and other assets...................... 17,253 23,565
Escrow deposits........................................ 17,361 (221,341)
Accounts payable....................................... (33,284) 12,378
Accrued interest....................................... (2,056) (44)
Accrued property taxes................................. 231,546 218,882
Other accrued expenses................................. (16,296) (8,173)
Payable to affiliates - General Partner................ (5,762) (342,289)
Security deposits and deferred rental
revenue.............................................. 19,706 5,874
-------------- --------------
Total adjustments.................................... 1,414,331 768,927
-------------- --------------
Net cash provided by operating activities................... $ 1,147,036 $ 724,181
============== ==============
</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 XIV, LTD.
Notes to Financial Statements
(Unaudited)
June 30, 1996
NOTE 1.
- -------
McNeil Real Estate Fund XIV, Ltd. (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 affiliated with Robert A. McNeil. The
Partnership is governed by an agreement of limited partnership ("Amended
Partnership Agreement") that was adopted September 20, 1991. 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 XIV, Ltd., c/o McNeil Real Estate Management, Inc.,
Investor Services, 13760 Noel Road, Suite 700, LB70, Dallas, Texas 75240.
NOTE 3.
- -------
Certain prior period amounts within the accompanying financial statements have
been reclassified to conform with current year 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 also choose to
provide leasing services for the Partnership's commercial properties, in which
case McREMI will receive property management fees from such commercial
properties equal to 3% of the property's gross rental receipts plus leasing
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>
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 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,
--------------------------
1996 1995
---------- ----------
Property management fees - affiliates....... $ 227,185 $ 227,973
Charged to general and administrative -
affiliates:
Partnership administration............... 161,763 188,211
--------- ---------
$ 388,948 $ 416,184
========= =========
Charged to General Partner's deficit:
Management Incentive Distribution $ 290,175 $ 305,150
========= ==========
<PAGE>
NOTE 5.
- -------
On March 13, 1995, the Partnership refinanced the Windrock mortgage note. The
new mortgage note, in the amount of $3,450,000, bears interest at 9.44% per
annum, and requires monthly principal and interest payments of $28,859. The
maturity date of the new mortgage note is April 1, 2002. Cash proceeds from the
refinancing transaction are as follows:
New loan proceeds....................... $ 3,450,000
Existing first lien retired............. (1,894,233)
Existing second lien retired............ (440,000)
-----------
Cash proceeds from refinancing.......... $ 1,115,767
===========
The Partnership incurred $107,525 of deferred borrowing costs related to the
refinancing of the Windrock mortgage note. The Partnership was also required to
fund $184,172 into various escrows for capital improvements, property taxes and
insurance.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
- ------- ---------------------------------------------------------------
RESULTS OF OPERATIONS
---------------------
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 four apartment properties and three shopping centers. All of the
Partnership's properties are subject to mortgage notes.
On March 13, 1995, the Partnership refinanced Windrock Apartments with a new
$3,450,000 mortgage note. Proceeds from the new mortgage were used to payoff the
prior first and second mortgage notes encumbering Windrock Apartments, to fund
various escrows for the payment of property taxes, insurance, repairs and
replacements, and to pay for loan fees and other costs associated with obtaining
the new mortgage note. Residual proceeds of approximately $824,000 were added to
the Partnership's cash reserves. The Partnership's next maturing mortgage note
does not come due until April 1, 2002.
RESULTS OF OPERATIONS
- ---------------------
The Partnership reported a loss of $143,529 for the quarter ended June 30, 1996,
a decrease of $165,642 from net income of $22,113 reported for the quarter ended
June 30, 1995. Year-to-date, the net loss increased $222,549 to $267,295.
Revenues:
Rental revenue for the three month and six month periods ended June 30, 1996
increased $13,896 and $40,454, respectively, over rental revenue for the same
periods of 1995. The increase was less than 1% for both the quarter and the
year-to-date figures. Increased rental rates that were partially offset by
decreasing occupancy percentages led to 1.6%, 1.2% and 3.3% increases in rental
revenue at Embarcadero Club Apartments, Tanglewood Village Apartments and
Thunder Hollow Apartments, respectively. The Partnership's other residential
property, Windrock Apartments, continues to report decreasing occupancy rates
that led to a 9.8% decrease in rental revenue at the El Paso property. A weak
local economy and competition from newer apartment properties continue to drive
down rental rates.
<PAGE>
The Partnership's commercial properties reported mixed results for the first six
months of 1996. Rental revenue increased at 5.2% and 1.4% at Redwood Plaza and
Country Hills Plaza, respectively. Rental rates continue to improve at Redwood
Plaza as well as collections of reimbursable expenses from the property's
tenants. For the year, Redwood Plaza has maintained 100% occupancy. Country
Hills has maintained 100% occupancy for both 1996 and 1995 year-to-date periods.
Rental rates increased at a slower rate for the Ogden property as compared to
Redwood Plaza. A decrease in percentage rents collected from tenants at Midvale
Plaza led to a 4.4% decrease in rental revenue in 1996 as compared to 1995.
Although percentage rents decreased, Midvale Plaza remains 100% occupied for the
year, and base rental rates as well as expense reimbursements from tenants
continue to slowly improve.
Expenses:
Partnership expenses increased $137,861 or 5.9% and $226,157 or 4.8% for the
three months and six months ended June 30, 1996 as compared to the same periods
of 1995. Increased expenses, on a percentage basis, were concentrated in repair
and maintenance, utilities, and general and administrative. The Partnership also
reported a material decrease in general and administrative expenses paid to
affiliates.
Repair and maintenance expenses increased 45% and 36% for the three month and
six months periods ended June 30, 1996 as compared to the same periods of 1995.
This increase is attributable 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. Thunder Hollow Apartments
also reported a significant increase in snow removal expenses during the first
quarter of 1996.
Utilities expense increased 8.9% for both the three month and six month periods
ended June 30, 1996 as compared to the same periods for 1995. The increase was
concentrated at Thunder Hollow Apartments. The Pennsylvania property incurred
higher utility rates and increased usage for electricity and water and sewer
charges. Tanglewood Village Apartments reported lower utility expense in 1996
because of a gas refund in March. The Partnership's remaining properties
reported current utility expenses comparable to the expenses incurred in 1995.
Partnership general and administrative expenses increased 18.8% for the six
month period ended June 30, 1996. For the most recent quarter, however, general
and administrative expenses decreased 5.4%. During the first quarter of 1996,
the Partnership incurred $12,111 of expenses defending class action litigation.
No such expenses were incurred in the most recent quarter or during the six
months ended June 30, 1995.
General and administrative expenses paid to affiliates decreased 11.9% and 14.1%
for the three month and six month periods ended June 30, 1996 as compared to the
same periods of 1995. Reimbursable costs allocated to the Partnership by
affiliates of the General Partner decreased for 1996.
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
Although the Partnership's net loss increased $222,549 to $267,295 for the first
six months of the year, cash flow from operations increased $422,855 to
$1,147,036. Decreased payments to suppliers and to affiliates were the principal
factors in the improved operating cash flow figure. Also contributing was an
increase in cash received from tenants of the Partnership's properties. The
improved cash flow from operations was more than sufficient to pay for additions
to the Partnership's properties and to fund scheduled repayments of the
Partnership's mortgage notes and to still provide for a $648,256 increase in the
cash reserves of the Partnership.
Capital improvement expenditures decreased 74% to $210,824 in 1996. The
Partnership's capital improvement budget for 1996 totals only $623,000,
approximately half of the amount expended by the Partnership for capital
improvements in each of the past six years.
Cash flows from financing activities for the second quarter of 1996 reflect only
principal repayments on the Partnership's various mortgage notes. The second
quarter of 1995, besides mortgage principal repayments, records the effects of
the refinancing of the Windrock mortgage note.
Short-term liquidity:
At June 30, 1996, the Partnership held $2,066,204 of cash and cash equivalents,
up $648,256 from the balance at the end of 1995. The General Partner considers
this level of cash reserves to be adequate to meet the Partnership's operating
needs for the balance of 1996. The General Partner anticipates that cash
generated from operations for the remainder of 1996 will be sufficient to fund
the Partnership's budgeted capital improvements and debt service requirements.
If cash flow from operations continues its improvement and the Partnership's
properties continue to perform as projected, the General Partner may resume
payments of Management Incentive Distribution that have been suspended for two
and a half years.
The General Partner has established a revolving credit facility not to exceed
$5,000,000 in the aggregate which is 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 be able to receive funds from the facility because no
amount will be reserved for any particular partnership. As of June 30, 1996,
$4,082,159 was available from the facility. However, additional funds could
become available as other partnerships repay borrowings. This commitment will
terminate on September 20, 1996.
Long-term liquidity:
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 two years will yield improved cash flow from
property operations for the balance of 1996. The Partnership has budgeted
$623,000 of capital improvements for 1996. 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.
<PAGE>
As an additional source of liquidity, the General Partner may, from time to
time, attempt to sell Partnership properties judged to be mature considering the
circumstances of the market in which the properties are located, as well as the
Partnership's need for liquidity. However, there can be no guarantee that the
Partnership will be able to sell any of its properties for an amount sufficient
to retire the related mortgage note and still provide cash proceeds to the
Partnership, or that such proceeds could be timed to coincide with the liquidity
needs of the Partnership. Currently, no Partnership properties are being
marketed for sale.
Income Allocations and Distributions:
Terms of the Amended Partnership Agreement specify that net losses for financial
reporting purposes are allocated 99% to the limited partners and 1% to the
General Partner. Net income for financial reporting purposes is allocated to the
General Partner in an amount equal to the greater of (a) 1% of net income or (b)
the cumulative amount of the MID paid for which no income allocation has
previously been made; any remaining net income is allocated to the limited
partners. Therefore, for the six month periods ended June 30, 1996 and 1995,
($2,673) and ($447), respectively, were allocated to the General Partner. The
limited partners received allocations of net loss of ($290,175) and ($305,150),
respectively.
With the exception of the MID, distributions to Partners have been suspended
since 1986 as a part of the General Partner's policy of maintaining adequate
cash reserves. Distributions to Unit holders will remain suspended for the
foreseeable future. Although the Partnership recorded a MID of $290,175 for the
first six months of 1996, payments of MID have been suspended since the
beginning of 1994. The General Partner will continue to monitor the cash
reserves and working capital requirements of the Partnership to determine when
cash flows will support resumption of MID payments and distributions to Unit
holders.
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
<PAGE>
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.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
- ------- --------------------------------
(a) Exhibits.
Exhibit
Number Description
------- ------------
4. Amended and Restated Limited Partnership
Agreement dated September 20, 1991. (1)
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 86,534 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 Registrant, on
Form 10-K for the period ended December 31, 1991, as filed on March
30, 1992.
(b) Reports on Form 8-K. There were no reports on Form 8-K filed during the
quarter ended June 30, 1996.
<PAGE>
McNEIL REAL ESTATE FUND XIV, 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 XIV, 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> 2,066,204
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
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0
0
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</TABLE>
