UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1999
-------------------------------------------
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 0-14258
---------
MCNEIL REAL ESTATE FUND XV, LTD.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
California 94-2941516
- --------------------------------------------------------------------------------
(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>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
- ------- --------------------
MCNEIL REAL ESTATE FUND XV, LTD.
BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>
March 31, December 31,
1999 1998
------------- -------------
ASSETS
- ------
Real estate investments:
<S> <C> <C>
Land ....................................................... $ 6,220,730 $ 6,220,730
Buildings and improvements ................................. 42,144,255 42,086,266
------------ ------------
48,364,985 48,306,996
Less: Accumulated depreciation ............................ (24,502,737) (24,021,290)
------------ ------------
23,862,248 24,285,706
Asset held for sale ........................................... 3,487,893 3,487,893
Cash and cash equivalents ..................................... 1,140,110 1,199,360
Cash segregated for security deposits ......................... 231,214 214,190
Accounts receivable ........................................... 26,344 33,736
Prepaid expenses and other assets ............................. 37,105 37,105
Escrow deposits ............................................... 456,577 365,199
Deferred borrowing costs (net of accumulated amortization
of $479,902 and $455,712 at March 31, 1999 and December
31, 1998, respectively) .................................... 529,430 553,620
------------ ------------
$ 29,770,921 $ 30,176,809
============ ============
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
- ------------------------------------------
Mortgage notes payable, net ................................... $ 22,948,009 $ 23,057,324
Accrued expenses .............................................. 140,936 126,907
Accrued property taxes ........................................ 292,200 177,643
Accrued interest .............................................. 159,538 160,388
Payable to affiliates - General Partner ....................... 964,291 851,407
Security deposits and deferred rental revenue ................. 189,737 185,874
------------ ------------
24,694,711 24,559,543
------------ ------------
Partners' equity (deficit):
Limited partners - 120,000 limited partnership units
authorized; 102,796 limited partnership units
issued and outstanding at March 31, 1999
and December 31, 1998 .................................... 6,217,455 6,672,660
General Partner ............................................ (1,141,245) (1,055,394)
------------ ------------
5,076,210 5,617,266
------------ ------------
$ 29,770,921 $ 30,176,809
============ ============
</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 XV, LTD.
STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
-------------------------------
1999 1998
----------- -----------
Revenue:
<S> <C> <C>
Rental revenue ..................................... $ 1,940,568 $ 2,028,217
Interest ........................................... 13,274 26,442
----------- -----------
Total revenue .................................... 1,953,842 2,054,659
----------- -----------
Expenses:
Interest ........................................... 518,937 532,124
Depreciation and amortization ...................... 481,447 474,364
Property taxes ..................................... 114,557 115,473
Personnel expenses ................................. 240,074 237,200
Utilities .......................................... 111,463 106,004
Repair and maintenance ............................. 183,560 146,353
Property management fees - affiliates .............. 98,168 101,452
Other property operating expenses .................. 122,566 129,689
General and administrative ......................... 52,964 85,711
General and administrative - affiliates ............ 47,899 45,805
----------- -----------
Total expenses ................................... 1,971,635 1,974,175
----------- -----------
Net income (loss) ..................................... $ (17,793) $ 80,484
=========== ===========
Net income (loss) allocable to limited partners ....... $ (55,329) $ 79,680
Net income allocable to General Partner ............... 37,536 804
----------- -----------
Net income (loss) ..................................... $ (17,793) $ 80,484
=========== ===========
Net income (loss) per limited partnership unit ........ $ (.54) $ .78
=========== ===========
Distribution per limited partnership unit ............. $ 3.89 $ 4.86
=========== ===========
</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 XV, LTD.
STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
(Unaudited)
For the Three Months Ended March 31, 1999 and 1998
<TABLE>
<CAPTION>
Total
General Limited Partners'
Partner Partners Equity (Deficit)
------------ ------------ ----------------
<S> <C> <C> <C>
Balance at December 31, 1997 ............... $ (561,038) $ 7,555,525 $ 6,994,487
Net income ................................. 804 79,680 80,484
Management Incentive Distribution .......... (138,180) -- (138,180)
Distributions to limited partners .......... -- (500,004) (500,004)
----------- ----------- -----------
Balance at March 31, 1998 .................. $ (698,414) $ 7,135,201 $ 6,436,787
=========== =========== ===========
Balance at December 31, 1998 ............... $(1,055,394) $ 6,672,660 $ 5,617,266
Net loss ................................... 37,536 (55,329) (17,793)
Management Incentive Distribution .......... (123,387) -- (123,387)
Distributions to limited partners .......... -- (399,876) (399,876)
----------- ----------- -----------
Balance at March 31, 1999 .................. $(1,141,245) $ 6,217,455 $ 5,076,210
=========== =========== ===========
</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 XV, LTD.
STATEMENTS OF CASH FLOWS
(Unaudited)
Increase (Decrease) in Cash and Cash Equivalents
<TABLE>
<CAPTION>
Three Months Ended
March 31,
--------------------------------
1999 1998
------------ ------------
Cash flows from operating activities:
<S> <C> <C>
Cash received from tenants ......................... $ 1,920,928 $ 2,035,722
Cash paid to suppliers ............................. (664,333) (746,714)
Cash paid to affiliates ............................ (114,220) (101,390)
Interest received .................................. 13,274 26,442
Interest paid ...................................... (480,318) (490,083)
Property taxes paid ................................ (109,772) (120,322)
----------- -----------
Net cash provided by operating activities ............. 565,559 603,655
----------- -----------
Cash used in investing activities:
Additions to real estate investments and
asset held for sale .............................. (57,989) (30,714)
----------- -----------
Cash flows from financing activities:
Principal payments on mortgage notes
payable .......................................... (124,594) (114,829)
Management Incentive Distribution .................. (42,350) --
Distributions to limited partners .................. (399,876) (500,004)
----------- -----------
Net cash used in financing activities ................. (566,820) (614,833)
----------- -----------
Net decrease in cash and cash equivalents ............. (59,250) (41,892)
Cash and cash equivalents at beginning of
period ............................................. 1,199,360 1,118,379
----------- -----------
Cash and cash equivalents at end of period ............ $ 1,140,110 $ 1,076,487
=========== ===========
</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 XV, LTD.
STATEMENTS OF CASH FLOWS
(Unaudited)
Reconciliation of Net Income (Loss) to Net Cash Provided by
Operating Activities
<TABLE>
<CAPTION>
Three Months Ended
March 31,
---------------------------
1999 1998
---------- ---------
<S> <C> <C>
Net income (loss) ......................................... $ (17,793) $ 80,484
--------- ---------
Adjustments to reconcile net income (loss) to net
cash provided by operating activities:
Depreciation ........................................... 481,447 474,364
Amortization of discounts on mortgage
notes payable ........................................ 15,279 14,140
Amortization of deferred borrowing costs ............... 24,190 28,685
Changes in assets and liabilities:
Cash segregated for security deposits ................ (17,024) (12,251)
Accounts receivable .................................. 7,392 43,892
Prepaid expenses and other assets .................... -- 4,399
Escrow deposits ...................................... (91,378) (159,883)
Accrued expenses ..................................... 14,029 (10,095)
Accrued property taxes ............................... 114,557 115,473
Accrued interest ..................................... (850) (784)
Payable to affiliates - General Partner .............. 31,847 45,867
Security deposits and deferred rental
revenue ............................................ 3,863 (20,636)
--------- ---------
Total adjustments .................................. 583,352 523,171
--------- ---------
Net cash provided by operating activities ................. $ 565,559 $ 603,655
========= =========
</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 XV, LTD.
Notes to Financial Statements
(Unaudited)
March 31, 1999
NOTE 1.
- -------
McNeil Real Estate Fund XV, Ltd. (the "Partnership") was organized June 26, 1984
as a limited partnership organized under the provisions of the California
Uniform Limited Partnership Act. The general partner of the Partnership is
McNeil Partners, L.P. (the "General Partner"), a Delaware limited partnership,
an affiliate of Robert A. McNeil. The Partnership is governed by an amended and
restated limited partnership agreement, dated October 11, 1991 (the "Amended
Partnership Agreement"). The principal place of business for the Partnership and
the General Partner is 13760 Noel Road, Suite 600, LB70, Dallas, Texas 75240.
In the opinion of management, the financial statements reflect all adjustments
necessary for a fair presentation of the Partnership's financial position and
results of operations. All adjustments were of a normal recurring nature.
However, the results of operations for the three months ended March 31, 1999 are
not necessarily indicative of the results to be expected for the year ending
December 31, 1999.
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, 1998, and the notes thereto, as filed with the
Securities and Exchange Commission, which is available upon request by writing
to McNeil Real Estate Fund XV, Ltd., c/o McNeil Real Estate Management, Inc.,
Investor Services, 13760 Noel Road, Suite 600, LB70, Dallas, Texas 75240.
NOTE 3.
- -------
The Partnership pays property management fees equal to 5% of 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 and leasing services.
The Partnership reimburses McREMI for its costs, including overhead, of
administering the Partnership's affairs.
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. 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 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. The maximum
MID percentage decreases to .75% in 2000, .50% in 2001 and .25% thereafter.
<PAGE>
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, and may be paid (i) in
cash, unless there is insufficient cash to pay the distribution in which event
any unpaid portion not taken in limited partnership units ("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:
Three Months Ended
March 31,
-----------------------
1999 1998
--------- ---------
Property management fees - affiliates................ $ 98,168 $ 101,452
Charged to general and administrative -
affiliates:
Partnership administration........................ 47,899 45,805
-------- --------
$ 146,067 $ 147,257
======== ========
Charged to General Partner's deficit:
MID............................................... $ 123,387 $ 138,180
======== ========
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
- ------- ---------------------------------------------------------------
RESULTS OF OPERATIONS
---------------------
FINANCIAL CONDITION
- -------------------
The Partnership is engaged in real estate activities, including the ownership,
operation and management of residential and other real estate related assets. At
March 31, 1999, the Partnership owned four apartment properties. Three of the
four Partnership's properties are subject to mortgage notes.
RESULTS OF OPERATIONS
- ---------------------
Revenue:
Partnership revenues decreased by $100,817 or 5% for the three months ended
March 31, 1999 as compared to the same period last year. Rental revenue
decreased by $87,649 or 4% and interest income decreased by $13,168 or 50% for
the three months ended March 31, 1999 as compared to the same period last year.
<PAGE>
Rental revenues decreased $87,649 for the three months ended March 31, 1999 as
compared to the same period last year. The decrease in rental revenues is due to
a decrease in occupancy at Mountain Shadows offset by increases in rental rates
at Arrowhead and Cedar Run. Mountain Shadows, located in Albuquerque, New
Mexico, has experience a decline in occupancy as a result of over building in
the apartment market.
Expenses:
Partnership expenses decreased by $2,540 for the three months ended March 31,
1999 as compared to the same period in 1998. A decrease in general and
administrative expenses was partially offset by an increase in repairs and
maintenance expense.
Repairs and maintenance expense increased for the three months ended March 31,
1999 by $37,207 or 25% as compared to the same period in 1998. The increase is
due to increases in cleaning and decorating, floor and window replacements and
landscaping expense. Most of these increased costs incurred at Mountain Shadows
where the increased vacancy rate is forcing the Partnership to spend more to
bring units to a market ready condition.
General and administrative expenses decreased $32,747 or 38% for the three
months ended March 31, 1999 as compared to the same period last year. The
decrease is mainly due to decreased costs incurred to explore alternatives to
maximize the value of the Partnership (see Liquidity and Capital Resources).
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
The Partnership's primary source of cash flows is from operating activities
which generated $565,559 of cash in the first three months of 1999 as compared
to $603,655 for the same period in 1998. The decrease in cash provided by
operating activities of $38,096 was mainly the result of an decrease in cash
received from tenants which was offset by a reduction in the cash paid to
suppliers.
The Partnership expended $57,989 and $30,714 for capital improvements to its
properties in the first three months of 1999 and 1998, respectively.
Total principal payments on mortgage notes payable were $124,594 for the three
months ended March 31, 1999 as compared to $114,829 for the same period of 1998.
The Partnership distributed $399,876 to the limited partners during 1999, while
$500,004 was paid during 1998.
Short-term liquidity:
At March 31, 1999, the Partnership held cash and cash equivalents of $1,140,110,
a decrease of $59,250 from the balance at December 31, 1998. This balance
provides a comfortable level of working capital for the Partnership's
operations.
During 1999, operations of the Partnership's properties are expected to provide
positive cash flow from operations. Management will perform routine repairs and
maintenance on the properties to preserve and enhance their value in the market.
In 1999, the Partnership has budgeted to spend approximately $408,000 on capital
improvements, which are expected to be funded from operations of the properties.
<PAGE>
Long-term liquidity:
For the long-term, property operations will remain the primary source of funds.
While the present outlook for the Partnership's liquidity is favorable, market
conditions may change and property operations can deteriorate. In that event,
the Partnership would require other sources of working capital. No such other
sources have been identified, and the Partnership has no established lines of
credit. Other possible actions to resolve working capital deficiencies include
refinancing or renegotiating terms of existing loans, deferring major capital
expenditures on Partnership properties except where improvements are expected to
enhance the competitiveness or marketability of the properties, or arranging
working capital support from affiliates. All or a combination of these steps may
be inadequate or unfeasible in resolving such potential working capital
deficiencies. No affiliate support has been required in the past, and there is
no assurance that support would be provided in the future, since neither the
General Partner nor any affiliates have any obligation in this regard.
As previously announced, the Partnership has retained PaineWebber, Incorporated
as its exclusive financial advisor to explore alternatives to maximize the value
of the Partnership, including, without limitation, a transaction in which
limited partnership interests in the Partnership are converted into cash. During
the last full week of March, the Partnership entered into a 45 day exclusivity
agreement with a well-financed bidder with whom it had commenced discussions
with respect to a sale transaction. The Partnership and such party have made
significant progress in negotiating the terms of a proposed transaction and are
continuing to have intensive discussions with respect to a transaction. In light
on these continuing negotiations, the exclusivity agreement has been extended
for an additional 21 days until June 4, 1999. It is possible that the General
Partner and its affiliates will receive non-cash consideration for their
ownership interests in connection with any such transaction. There can be no
assurance regarding whether any such agreement will be reached nor the terms
thereof.
The Partnership placed Cedar Run Apartments on the market for sale on August 1,
1997.
Income allocations and distributions:
Terms of the Amended Partnership Agreement specify that income before
depreciation is allocated to the General Partner to the extent of MID paid in
cash. Depreciation is allocated in the ratio of 99:1 to the limited partners and
the General Partner, respectively. Therefore, for the three months ended March
31, 1999 and 1998, net income of $37,536 and $804, respectively, was allocated
to the General Partner. The limited partners received allocations of $(55,329)
and $79,680 for the three months ended March 31, 1999 and 1998, respectively.
During 1999, the limited partners received a cash distribution of $399,876. The
distribution consisted of funds from operations. A distribution of $123,387 for
the MID was accrued by the Partnership for the three months ended March 31, 1999
for the General Partner.
<PAGE>
Forward-Looking Information:
Within this document, certain statements are made as to the expected occupancy
trends, financial condition, results of operations, and cash flows of the
Partnership for periods after March 31, 1999. All of these statements are
forward-looking statements made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. These statements are not
historical and involve risks and uncertainties. The Partnership's actual
occupancy trends, financial condition, results of operations, and cash flows for
future periods may differ materially due to several factors. These factors
include, but are not limited to, the Partnership's ability to control costs,
make necessary capital improvements, negotiate sales or refinancings of its
properties, and respond to changing economic and competitive factors.
YEAR 2000 DISCLOSURE
- --------------------
State of readiness
- ------------------
The year 2000 problem is the result of computer programs being written using two
digits rather than four to define the applicable year. Any programs that have
time-sensitive software may recognize a date using "00" as the year 1900 rather
than the year 2000. This could result in major systems failure or
miscalculations.
Management has assessed its information technology ("IT") infrastructure to
identify any systems that could be affected by the year 2000 problem. The IT
used by the Partnership for financial reporting and significant accounting
functions was made year 2000 compliant during recent systems conversions. The
software utilized for these functions is licensed by third party vendors who
have warranted that their systems are year 2000 compliant.
Management is in the process of evaluating the mechanical and embedded
technological systems at the various properties. Management has inventoried all
such systems and queried suppliers, vendors and manufacturers to determine year
2000 compliance. Based on this review, management believes these systems are
substantially compliant. In circumstances of non-compliance management will work
with the vendor to remedy the problem or seek alternative suppliers who will be
in compliance. Management believes that the remediation of any outstanding year
2000 conversion issues will not have a material or adverse effect on the
Partnership's operations. However, no estimates can be made as to the potential
adverse impact resulting from the failure of third party service providers and
vendors to be year 2000 compliant.
Cost
- ----
The cost of IT and embedded technology systems testing and upgrades is not
expected to be material to the Partnership. Because all the IT systems have been
upgraded over the last three years, all such systems were compliant, or made
compliant at no additional cost by third party vendors. Management anticipates
the costs of assessing, testing, and if necessary replacing embedded technology
components will be less than $50,000. Such costs will be funded from operations
of the Partnership.
<PAGE>
Risks
- -----
Ultimately, the potential impact of the year 2000 issue will depend not only on
the corrective measures the Partnership undertakes, but also on the way in which
the year 2000 issue is addressed by government agencies and entities that
provide services or supplies to the Partnership. Management has not determined
the most likely worst case scenario to the Partnership. As management studies
the findings of its property systems assessment and testing, management will
develop a better understanding of what would be the worst case scenario.
Management believes that progress on all areas is proceeding and that the
Partnership will experience no adverse effect as a result of the year 2000
issue. However, there is no assurance that this will be the case.
Contingency plans
- -----------------
Management is developing contingency plans to address potential year 2000
non-compliance of IT and embedded technology systems. Management believes that
failure of any IT system could have an adverse impact on operations. However,
management believes that alternative systems are available that could be
utilized to minimize such impact. Management believes that any failure in the
embedded technology systems could have an adverse impact on that property's
performance. Management will assess these risks and develop plans to mitigate
possible failures by July 1999.
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 XXIII, 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., Hearth Hollow Associates, McNeil Midwest Properties I, L.P. and
Regency North Associates, L.P., - 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 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
<PAGE>
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. On
October 31, 1997, the Plaintiffs filed a second consolidated and amended
complaint. The case was stayed pending settlement discussions. A Stipulation of
Settlement dated September 15, 1998 has been signed by the parties. Preliminary
Court approval was received on October 6, 1998. A hearing for Final Approval of
Settlement, initially scheduled for December 17, 1998, has been continued to
July 2, 1999.
Because McNeil Real Estate Fund XXIII, L.P., Hearth Hollow Associates, McNeil
Midwest Properties I, L.P. and Regency North Associates, L.P. would be part of
the transaction contemplated in the settlement and Plaintiffs claim that an
effort should be made to sell the McNeil Partnerships, Plaintiffs have included
allegations with respect to McNeil Real Estate Fund XXIII, L.P., Hearth Hollow
Associates, McNeil Midwest Properties I, L.P. and Regency North Associates, L.P.
in the third consolidated and amended complaint.
Plaintiff's counsel intends to seek an order awarding attorney's fees and
reimbursements of their out-of-pocket expenses. The amount of such award is
undeterminable until final approval is received from the court. Fees and
expenses shall be allocated amongst the Partnerships on a pro rata basis, based
upon tangible asset value of each such partnership, less total liabilities,
calculated in accordance with the Amended Partnership Agreements for the quarter
most recently ended.
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
- ------- --------------------------------
(a) Exhibits.
Exhibit
Number Description
------- ------------
3.1 Amended and Restated Partnership Agreement
dated October 11, 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
102,796 limited partnership units
outstanding in 1999 and 1998, respectively.
27. Financial Data Schedule for the quarter
ended March 31, 1999.
(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 March 31, 1999.
<PAGE>
McNEIL REAL ESTATE FUND XV, 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 XV, Ltd.
By: McNeil Partners, L.P., General Partner
By: McNeil Investors, Inc., General Partner
May 18, 1999 By: /s/ Ron K. Taylor
- ------------ ---------------------------------------------
Date Ron K. Taylor
President and Director of McNeil
Investors, Inc.
(Principal Financial Officer)
May 18, 1999 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> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAR-31-1999
<CASH> 1,140,110
<SECURITIES> 0
<RECEIVABLES> 26,344
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0
0
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