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 0-14268
-----------
MCNEIL REAL ESTATE FUND XXII, L.P.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
California 33-0085680
- --------------------------------------------------------------------------------
(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 XXII, L.P.
BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>
March 31, December 31,
1999 1998
------------ ------------
ASSETS
- ------
Real estate investments:
<S> <C> <C>
Land ....................................................... $ 380,414 $ 380,414
Buildings and improvements ................................. 10,911,123 10,902,583
------------ ------------
11,291,537 11,282,997
Less: Accumulated depreciation ............................ (6,295,750) (6,151,093)
------------ ------------
4,995,787 5,131,904
Cash and cash equivalents ..................................... 1,282,321 1,114,934
Cash segregated for security deposits ......................... 68,788 68,788
Accounts receivable ........................................... 2,949 4,867
Escrow deposits ............................................... 159,000 118,261
Prepaid expenses and other assets ............................. 9,700 9,700
------------ ------------
$ 6,518,545 $ 6,448,454
============ ============
LIABILITIES AND PARTNERS' DEFICIT
- ---------------------------------
Mortgage note payable, net .................................... $ 5,856,962 $ 5,871,684
Accounts payable and accrued expenses ......................... 110,970 119,347
Accrued property taxes ........................................ 113,800 71,800
Payable to affiliates - General Partner ....................... 2,181,632 2,140,623
Deferred revenue .............................................. 39,203 40,514
Security deposits and deferred rental revenue ................. 69,476 66,792
------------ ------------
8,372,043 8,310,760
------------ ------------
Partners' deficit:
Limited partners - 55,000,000 Units
authorized; 32,694,117 and 32,736,117 Units issued
and outstanding at March 31, 1999 and December 31,
1998, respectively (19,493,088 Current Income Units
outstanding at March 31, 1999 and December 31, 1998;
and 13,201,029 and 13,243,029 Growth/Shelter Units
outstanding at March 31, 1999 and December 31, 1998,
respectively) ............................................ (1,599,987) (1,608,707)
General Partner ............................................ (253,511) (253,599)
------------ ------------
(1,853,498) (1,862,306)
------------ ------------
$ 6,518,545 $ 6,448,454
============ ============
</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 XXII, L.P.
STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
--------------------------------
1999 1998
-------------- --------------
Revenue:
<S> <C> <C>
Rental revenue ............................................ $ 626,354 $ 601,864
Interest................................................... 10,032 12,061
------------- -------------
Total revenue............................................. 636,386 613,925
------------- -------------
Expenses:
Interest.................................................... 133,318 134,178
Depreciation................................................ 144,657 137,566
Property taxes.............................................. 42,000 42,501
Personnel expenses.......................................... 71,105 83,875
Utilities................................................... 31,914 41,201
Repair and maintenance...................................... 64,574 55,591
Property management fees -affiliates........................ 31,402 30,071
Other property operating expenses........................... 24,408 18,521
General and administrative.................................. 23,939 65,657
General and administrative - affiliates..................... 60,261 55,445
------------- -------------
Total expenses............................................ 627,578 664,606
------------- -------------
Net income (loss).............................................. $ 8,808 $ (50,681)
============= ==============
Net income (loss) allocable to limited partners -
Current Income Unit......................................... 4,360 $ (4,561)
Net income (loss) allocable to limited partners -
Growth/Shelter Unit......................................... 4,360 (45,613)
Net income (loss) allocable to General Partner................. 88 (507)
------------- -------------
Net income (loss).............................................. $ 8,808 $ (50,681)
============= ==============
Net income (loss) per thousand limited partnership units:
Current Income Units........................................... $ .22 $ (.23)
============= ==============
Growth/Shelter Units........................................... $ .33 $ (3.44)
============= ==============
</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 XXII, L.P.
STATEMENTS OF PARTNERS' DEFICIT
(Unaudited)
For the Three Months Ended March 31, 1999 and 1998
<TABLE>
<CAPTION>
Total
General Limited Partners'
Partner Partners Deficit
------------ ------------ ------------
<S> <C> <C> <C>
Balance at December 31, 1997 ............... $ (252,705) $(1,520,196) $(1,772,901)
Net loss
General Partner ......................... (507) -- (507)
Current Income Units .................... -- (4,561) (4,561)
Growth/Shelter Units .................... -- (45,613) (45,613)
----------- ----------- -----------
Total net loss ............................. (507) (50,174) (50,681)
----------- ----------- -----------
Balance at March 31, 1998 .................. $ (253,212) $(1,570,370) $(1,823,582)
=========== =========== ===========
Balance at December 31, 1998 ............... $ (253,599) $(1,608,707) $(1,862,306)
Net income
General Partner ......................... 88 -- 88
Current Income Units .................... -- 4,360 4,360
Growth/Shelter Units .................... -- 4,360 4,360
----------- ----------- -----------
Total net income ........................... 88 8,720 8,808
----------- ----------- -----------
Balance at March 31, 1999 .................. $ (253,511) $(1,599,987) $(1,853,498)
=========== =========== ===========
</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 XXII, L.P.
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 ......................... $ 628,628 $ 625,993
Cash paid to suppliers ............................. (223,153) (265,121)
Cash paid to affiliates ............................ (50,654) (29,801)
Interest received .................................. 10,032 12,061
Interest paid ...................................... (122,900) (124,605)
Property taxes paid and escrowed ................... (40,739) (54,362)
----------- -----------
Net cash provided by operating activities ............. 201,214 164,165
----------- -----------
Cash used in investing activities:
Additions to real estate investments ............... (8,540) (73,293)
----------- -----------
Cash used in financing activities:
Principal payments on mortgage note
payable .......................................... (25,287) (23,582)
----------- -----------
Net increase in cash and cash equivalents ............. 167,387 67,290
Cash and cash equivalents at beginning of
period ............................................. 1,114,934 794,630
----------- -----------
Cash and cash equivalents at end of period ............ $ 1,282,321 $ 861,920
=========== ===========
</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 XXII, L.P.
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) ..................................... $ 8,808 $ (50,681)
--------- ---------
Adjustments to reconcile net income (loss) to net
cash provided by operating activities:
Depreciation ....................................... 144,657 137,566
Amortization of discounts on mortgage
note payable ..................................... 10,565 9,710
Changes in assets and liabilities:
Cash segregated for security deposits ............ -- (577)
Accounts receivable .............................. 1,918 (118)
Escrow deposits .................................. (40,739) 13,767
Prepaid expenses and other assets ................ -- 953
Accounts payable and accrued expenses ............ (8,377) 4,320
Accrued property taxes ........................... 42,000 (25,628)
Payable to affiliates - General Partner .......... 41,009 55,715
Deferred revenue ................................. (1,311) 39,569
Security deposits and deferred rental
revenue ........................................ 2,684 (20,431)
--------- ---------
Total adjustments .............................. 192,406 214,846
--------- ---------
Net cash provided by operating activities ............. $ 201,214 $ 164,165
========= =========
</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 XXII, L.P.
Notes to Financial Statements
(Unaudited)
March 31, 1999
NOTE 1.
- -------
McNeil Real Estate Fund XXII, L.P., (the "Partnership"), formerly known as
Southmark Realty Partners II, Ltd., was organized on November 30, 1984 as a
limited partnership under the provisions of the California Revised Limited
Partnership Act to acquire and operate commercial and residential properties.
The general partner of the Partnership is McNeil Partners, L.P. (the "General
Partner"), a Delaware limited partnership, an affiliate of Robert A. McNeil
("McNeil"). The principal place of business for the Partnership and the General
Partner is 13760 Noel Road, Suite 600, LB70, Dallas, Texas, 75240.
In the opinion of management, the financial statements reflect all adjustments
necessary for a fair presentation of the Partnership's financial position and
results of operations. All adjustments were of a normal recurring nature.
However, the results of operations for the 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 XXII, L.P., 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 the gross rental
receipts for its residential property to McNeil Real Estate Management, Inc.
("McREMI"), an affiliate of McNeil, for providing property management and
leasing services.
The Partnership reimburses McREMI for its costs, including overhead, of
administering the Partnership's affairs.
The Partnership is incurring an asset management fee which is payable to the
General Partner. Through 1999, the asset management fee is calculated as 1% of
the Partnership's tangible asset value. 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 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 fee percentage
decreases subsequent to 1999. Total accrued but unpaid asset management fees of
$1,495,579 were outstanding at March 31, 1999. The fee percentage decreases to
.75% in 2000, .50% in 2001 and .25% thereafter.
<PAGE>
Compensation and reimbursements 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....................... $ 31,402 $ 30,071
Charged to general and administrative -
affiliates:
Partnership administration.................. 16,487 15,842
Asset management fee........................ 43,774 39,603
--------- ----------
$ 91,663 $ 85,516
========= ==========
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
- ------- ---------------------------------------------------------------
RESULTS OF OPERATIONS
---------------------
FINANCIAL CONDITION
- -------------------
Harbour Club III Apartments was able to provide enough cash flow from operations
to meet ordinary operating expenses as well as the debt service for its related
mortgage note for the first three months of 1999. The property is in need of
major capital improvements in order to compete in its local market, and the
Partnership has begun a program to complete such capital improvements to be
funded from existing cash reserves. However, there can be no assurances that
such reserves will be sufficient to complete all needed improvements.
RESULTS OF OPERATIONS
- ---------------------
Revenue:
Total Partnership revenues increased by $22,461 or 4% for the three months ended
March 31, 1999 as compared to the same period of 1998. Rental revenue was
$626,354 for the three months ended March 31, 1999 and remained comparable to
$601,864 for the same period in 1998. Interest income for the first three months
of 1999 decreased by $2,029 as compared to the prior period.
Expenses:
Total expenses decreased by $37,028 or 6% for the three months ended March 31,
1999 as compared to the same period in 1998. Decreases in personnel, utilities,
and general and administrative expenses were partially offset by increases in
repairs and maintenance and other operating expenses.
Personnel expenses decreased $12,770 or 15% for the three months ended March 31,
1999 as compared to the same period for 1998. The decrease can be mainly
attributed to salaries of more than $9,600 paid in 1998 from 1997 year-end
payroll. There were no such timing discrepancies in 1999 for 1998 end of year
payroll.
<PAGE>
Utilities expense decreased $9,287 or 23% the three months ended March 31, 1999
as compared to the same period for 1998. This decrease is exclusively
attributable to lower electric expense. Electric expenses were under accrued at
the end of 1997 and subsequently paid in 1998.
Repairs and maintenance expenses increased by $8,983 or 16% for the three months
ended March 31, 1999 as compared to the same period of 1998. The increase was
primarily due to increased snow removal expenses of more than $11,000 incurred
during the first quarter of 1999. These costs were offset with decreases in
courtesy patrol and equipment rentals.
Other property operating expenses increased $5,887 or 32% for the three months
ended March 31, 1999 as compared to the same period of 1998. This increase was
mainly attributable to decreased bad debt collections. Bad debt collections
totaled more than $8,700 during the first three months of 1998.
General and administrative expensed decreased by $41,718 for the three months
ended March 31, 1999 as compared to the same period of last year. The decrease
was primarily due to increased costs during 1998 incurred to explore
alternatives to maximize the value of the Partnership not incurred during the
first three months of 1999. (see Liquidity and Capital Resources).
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
The Partnership was provided $201,214 of cash by operating activities during the
first three months of 1999 as compared to $164,165 for the same period in 1998.
This increase is due to a reduction in cash paid to suppliers but was offset
somewhat by an increase in cash paid to affiliates.
Cash used for additions to real estate was $8,540 during the first three months
of 1999 as compared to $73,293 during the same period of 1998. A greater amount
was spent in 1998 at Harbour Club III for landscape and signage improvements, as
well as electrical upgrades. In addition, hallway renovations were capitalized
during the first three months of 1998.
Cash used for principal payments on the mortgage note payable was $25,287 during
the first three months of 1999 as compared to $23,582 for the same period of
1998.
Short-term liquidity:
At March 31, 1999, the Partnership held $1,282,321 of cash and cash equivalents.
The General Partner considers this level of cash reserves to be adequate to meet
the Partnership's operating needs. The General Partner believes that anticipated
operating results for 1999 will be sufficient to fund the Partnership's budgeted
capital improvements for 1999 and to repay the current portion of the
Partnership's mortgage note.
<PAGE>
Long-term liquidity:
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.
Distributions:
To maintain adequate cash balances of the Partnership, distributions to Current
Income Unit holders were suspended in 1988. There have been no distributions to
Growth/Shelter Units holders. Distributions to Unit holders will remain
suspended for the foreseeable future. The General Partner will continue to
monitor the cash reserves and working capital needs of the Partnership to
determine when cash flows will support distributions to the Unit holders.
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 the sale or refinancing of its
property, and respond to changing economic and competitive factors.
YEAR 2000 DISCLOSURE
- --------------------
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.
<PAGE>
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.
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.
<PAGE>
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
- ------- -----------------
James F. Schofield, Gerald C. Gillett, Donna S. Gillett, Jeffrey Homburger,
Elizabeth Jung, Robert Lewis, and Warren Heller et al. v. McNeil Partners L.P.,
McNeil Investors, Inc., McNeil Real Estate Management, Inc., Robert A. McNeil,
Carole J. McNeil, McNeil Pacific Investors Fund 1972, Ltd., McNeil Real Estate
Fund IX, Ltd., McNeil Real Estate Fund X, Ltd., McNeil Real Estate Fund XI,
Ltd., McNeil Real Estate Fund XII, Ltd., McNeil Real Estate Fund XIV, Ltd.,
McNeil Real Estate Fund XV, Ltd., McNeil Real Estate Fund XX, L.P., McNeil Real
Estate Fund XXI, L.P., McNeil Real Estate Fund XXII, L.P., McNeil Real Estate
Fund 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
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.
<PAGE>
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.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
- ------- ---------------------------------
(a) Exhibits.
Exhibit
Number Description
------- -----------
4. Amended and Restated Limited Partnership
Agreement dated March 26, 1992.
(Incorporated by reference to the Current
Report of the Registrant on Form 8-K dated
March 26, 1992, as filed on April 9, 1992).
11. Statement regarding computation of Net
Income (Loss) per Thousand Limited
Partnership Units: Net income (loss) per
thousand limited partnership units is
computed by dividing net income (loss)
allocated to the limited partners by the
weighted average number of limited
partnership units outstanding expressed in
thousands. Per unit information has been
computed based on 19,493 weighted average
Current Income Units (in thousands)
outstanding in 1999 and 1998, respectively,
and 13,201 and 13,243 weighted average
Growth/Shelter Units (in thousands)
outstanding in 1999 and 1998, respectively.
27. Financial Data Schedule for the quarter
ended March 31, 1999.
(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 XXII, L.P.
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 XXII, L.P.
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/ Carol A. Fahs
- ------------ ---------------------------------------------
Date Carol A. Fahs
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> 1,282,321
<SECURITIES> 0
<RECEIVABLES> 2,949
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 11,291,537
<DEPRECIATION> (6,295,750)
<TOTAL-ASSETS> 6,518,545
<CURRENT-LIABILITIES> 0
<BONDS> 5,856,962
0
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 6,518,545
<SALES> 626,354
<TOTAL-REVENUES> 636,386
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 494,260
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 133,318
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 8,808
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 8,808
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
