MCNEIL REAL ESTATE FUND XXVII LP
10-Q, 1997-05-15
REAL ESTATE DEALERS (FOR THEIR OWN ACCOUNT)
Previous: DIGITAL LINK CORP, 10-Q, 1997-05-15
Next: FIRSTFED FINANCIAL CORP, 10-Q, 1997-05-15



                                  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       March 31, 1997
                          ------------------------------------------------------


                                       OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

     For the transition period from ______________ to_____________
     Commission file number  0-17173
                            --------


                       MCNEIL REAL ESTATE FUND XXVII, L.P.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)



         Delaware                                   33-0214387
- --------------------------------------------------------------------------------
(State or other jurisdiction of                    (I.R.S. Employer
incorporation or organization)                      Identification No.)




             13760 Noel Road, Suite 600, LB70, Dallas, Texas, 75240
- --------------------------------------------------------------------------------
           (Address of principal executive offices)         (Zip code)



Registrant's telephone number, including area code     (972) 448-5800
                                                   -----------------------------




Indicate  by check  mark  whether  the  registrant,  (1) has filed  all  reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during the  preceding  12 months and (2) has been  subject to such  filing
requirements for the past 90 days. Yes X No
                                      ---  ---

<PAGE>
                       MCNEIL REAL ESTATE FUND XXVII, L.P.

                          PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS
- ------- --------------------
                                 BALANCE SHEETS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                          March 31,          December 31,
                                                                            1997                 1996
                                                                       ---------------      --------------
ASSETS
- ------

Real estate investments:
<S>                                                                    <C>                  <C>           
   Land.....................................................           $     5,387,855      $    5,387,855
   Buildings and improvements...............................                27,288,499          27,175,885
                                                                        --------------       -------------
                                                                            32,676,354          32,563,740
   Less:  Accumulated depreciation and amortization.........                (9,047,278)         (8,674,792)
                                                                        --------------       -------------
                                                                            23,629,076          23,888,948

Mortgage loan investments - affiliates......................                 7,028,789           4,692,760
Cash and cash equivalents ..................................                 2,088,627           3,022,851
Cash segregated for security deposits and repurchase
   of limited partnership units.............................                   179,787             427,123
Accounts receivable.........................................                   321,675             297,942
Accrued interest receivable.................................                    64,853              43,200
Deferred borrowing costs, net of accumulated
   amortization of $170,677 and $146,294 at March
   31, 1997 and December 31, 1996, respectively.............                    24,382              48,765
Prepaid expenses and other assets...........................                   199,632             219,681
                                                                        --------------       -------------
                                                                       $    33,536,821      $   32,641,270
                                                                        ==============       =============

LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
- ------------------------------------------

Revolving credit agreement                                             $     3,437,648      $    1,101,619
Accounts payable and accrued expenses.......................                    34,623              77,635
Accrued property taxes......................................                   249,246                   -
Payable to limited partners.................................                         -             332,928
Payable to affiliates.......................................                   404,008             370,837
Security deposits and deferred rental revenue...............                   245,298             214,829
                                                                        --------------       -------------
                                                                             4,370,823           2,097,848
                                                                        --------------       -------------

Partners' equity (deficit):
   Limited partners - 10,000,000 limited partnership units
     authorized; 5,236,893 limited partnership units 
     outstanding at March 31, 1997 and December 31, 1996....                29,264,609          30,648,258
   General Partner..........................................                   (98,611)           (104,836)
                                                                        --------------       -------------
                                                                            29,165,998          30,543,422
                                                                        --------------       -------------
                                                                       $    33,536,821      $   32,641,270
                                                                        ==============       =============
</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 XXVII, L.P.
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                   Three Months Ended
                                                                                        March 31,
                                                                            --------------------------------
                                                                                1997                1996
                                                                            -------------     --------------
   Revenue:
<S>                                                                         <C>               <C>           
   Rental revenue .............................................             $   2,089,145     $    1,935,883
   Interest income on mortgage loan investment.................                         -             85,285
   Interest income on mortgage loan investments -
     affiliates................................................                   183,323             38,959
   Other interest income.......................................                    38,434             82,693
                                                                            -------------      -------------
     Total revenue.............................................                 2,310,902          2,142,820
                                                                            -------------      -------------

Expenses:
   Interest....................................................                    60,997             24,382
   Depreciation and amortization...............................                   372,486            379,812
   Property taxes..............................................                   249,246            213,576
   Personnel costs.............................................                   195,033            188,032
   Utilities...................................................                   116,799            112,623
   Repairs and maintenance.....................................                   182,145            146,599
   Property management fees -affiliates........................                   113,922            106,043
   Other property operating expenses...........................                   167,808            150,860
   General and administrative..................................                    21,737             13,323
   General and administrative - affiliates.....................                   208,183            225,952
                                                                            -------------      -------------
     Total expenses............................................                 1,688,356          1,561,202
                                                                            -------------      -------------

Net income.....................................................            $      622,546     $      581,618
                                                                            =============      =============


Net income allocable to limited partners.......................            $      616,321     $      575,802
Net income allocable to General Partner........................                     6,225              5,816
                                                                            -------------      -------------
Net income.....................................................            $      622,546     $      581,618
                                                                            =============      =============


Net income per weighted average hundred limited
   partnership units...........................................            $        11.77     $        10.92
                                                                            =============      =============

Distributions per weighted average hundred limited
   partnership units...........................................            $        38.19     $        56.88
                                                                            =============      =============
</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 XXVII, L.P.

                    STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
                                   (Unaudited)

               For the Three Months Ended March 31, 1997 and 1996

<TABLE>
<CAPTION>
                                                                                                  Total
                                                    General                 Limited               Partners'
                                                    Partner                 Partners              Equity
                                                 ---------------         -----------------     ----------------
<S>                                              <C>                     <C>                   <C>            
Balance at December 31, 1995..............       $     (127,290)         $     34,758,220      $    34,630,930

Distributions.............................                    -                (2,999,997)          (2,999,997)

Net income................................                5,816                   575,802              581,618
                                                  -------------           ---------------       --------------

Balance at March 31, 1996.................       $     (121,474)         $     32,334,025      $    32,212,551
                                                  =============           ===============       ==============



Balance at December 31, 1996..............       $     (104,836)         $     30,648,258      $    30,543,422

Net income................................                6,225                   616,321              622,546

Distributions.............................                    -                (1,999,970)          (1,999,970)
                                                  -------------           ---------------       --------------

Balance at March 31, 1997.................       $      (98,611)         $     29,264,609      $    29,165,998
                                                  =============           ===============       ==============
</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 XXVII, L.P.

                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                Increase (Decrease) in Cash and Cash Equivalents

<TABLE>
<CAPTION>
                                                                             Three Months Ended
                                                                                  March 31,
                                                                  -----------------------------------------
                                                                        1997                     1996
                                                                  -----------------        ----------------

Cash flows from operating activities:
<S>                                                               <C>                      <C>            
   Cash received from tenants........................             $      2,070,397         $     1,923,725
   Cash paid to suppliers............................                     (693,497)               (581,060)
   Cash paid to affiliates...........................                     (288,934)               (206,355)
   Interest received.................................                       38,434                 167,978
   Interest received from affiliates.................                      161,670                  50,542
   Interest paid.....................................                      (24,513)                      -
   Property taxes paid...............................                            -                 (39,330)
                                                                   ---------------          ---------------
Net cash provided by operating activities............                    1,263,557               1,315,500
                                                                   ---------------          --------------

Cash flows from investing activities:
   Additions to real estate investments..............                     (112,614)               (101,335)
   Proceeds from collection of mortgage loan
     investment......................................                            -               1,361,771
   Mortgage loan investments - affiliates............                   (2,336,029)                      -
   Proceeds from collection of mortgage loan
     investments - affiliates........................                            -                 952,538
                                                                   ---------------          --------------
Net cash provided by (used in ) investing
   activities........................................                   (2,448,643)              2,212,974
                                                                   ----------------         --------------

Cash flows from financing activities:
   Net decrease in cash segregated for
     repurchase of limited partnership units.........                      247,731                 331,408
   Proceeds from revolving credit agreement..........                    2,336,029                       -

   Repurchase of limited partnership units...........                     (332,928)               (332,928)
   Distributions paid................................                   (1,999,970)             (2,999,997)
                                                                   ---------------          --------------
Net cash provided by (used in) financing
   activities........................................                      250,862              (3,001,517)
                                                                   ---------------          --------------

Net increase (decrease) in cash and
   cash equivalents..................................                     (934,224)                526,957

Cash and cash equivalents at beginning of
   period............................................                    3,022,851               5,718,657
                                                                   ---------------          --------------

Cash and cash equivalents at end of period...........             $      2,088,627         $     6,245,614
                                                                   ===============          ==============
</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 XXVII, L.P.

                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)

              Reconciliation of Net Income to Net Cash Provided by
                              Operating Activities

<TABLE>
<CAPTION>
                                                                            Three Months Ended
                                                                                  March 31,
                                                                  ----------------------------------------
                                                                        1997                     1996
                                                                  ----------------         ---------------
<S>                                                               <C>                      <C>            
Net income...........................................             $        622,546         $       581,618
                                                                   ---------------          --------------

Adjustments to reconcile net income to net cash
   provided  by  operating activities:
   Depreciation and amortization.....................                      372,486                 379,812
   Amortization of deferred borrowing costs..........                       24,383                  24,383
   Changes in assets and liabilities:
     Cash segregated for security deposits...........                         (395)                 (6,842)
     Accounts receivable.............................                      (23,733)                 (4,764)
     Accrued interest receivable.....................                      (21,653)                 11,581
     Prepaid expenses and other assets...............                       20,049                  22,763
     Accounts payable and accrued expenses...........                      (43,012)                 (9,538)
     Accrued property taxes..........................                      249,246                 174,246
     Payable to affiliates...........................                       33,171                 125,640
     Security deposits and deferred rental
       revenue.......................................                       30,469                  16,601
                                                                   ---------------          --------------

       Total adjustments.............................                      641,011                 733,882
                                                                   ---------------          --------------

Net cash provided by operating activities............             $      1,263,557         $     1,315,500
                                                                   ===============          ==============
</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 XXVII, L.P.

                          Notes to Financial Statements
                                 March 31, 1997
                                   (Unaudited)

NOTE 1.
- -------

McNeil Real  Estate Fund XXVII,  L.P.  (the  "Partnership"),  formerly  known as
Southmark Prime Plus, L.P., was organized by affiliates of Southmark Corporation
("Southmark") on January 16, 1987, as a limited partnership under the provisions
of the Delaware Revised Uniform Limited Partnership Act to make short-term loans
to affiliates of the general partner.  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,  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, 1997 are
not  necessarily  indicative  of the results to be expected  for the year ending
December 31, 1997.

NOTE 2.
- -------

The  financial  statements  should  be read in  conjunction  with the  financial
statements  contained in the  Partnership's  Annual  Report on Form 10-K for the
year  ended  December  31,  1996,  and the  notes  thereto,  as  filed  with the
Securities and Exchange  Commission,  which is available upon request by writing
to McNeil Real Estate Fund XXVII,  L.P., c/o The Herman Group,  2121 San Jacinto
St., 26th Floor, Dallas, Texas 75201.

NOTE 3.
- -------

The  Partnership  pays property  management fees equal to 5% of the gross rental
receipts for its mini-storage warehouses and 6% of gross rental receipts for its
commercial  properties to McNeil Real Estate  Management,  Inc.  ("McREMI"),  an
affiliate of the General Partner, for providing property management services for
the Partnership's  mini-storage warehouses and commercial properties and leasing
services  for its  mini-storage  warehouses.  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>
The  Partnership  is paying 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
$30 per gross square foot for  mini-storage  warehouses and $50 per gross square
foot for commercial  properties 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.

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

                                                       Three Months Ended
                                                             March 31,
                                                     ------------------------
                                                         1997         1996
                                                     ----------    ----------

Property management fees.....................        $  113,922    $  106,043
Charged to general and administrative -
   affiliates:
   Partnership administration................            63,254        88,747
   Asset management fee......................           144,929       137,205
                                                      ---------     ---------
                                                     $  322,105    $  331,995
                                                      =========     =========

Under  the  terms of its  amended  partnership  agreement,  the  Partnership  is
expressly  permitted to make loans to affiliates of the General Partner, so long
as such loans meet certain  conditions,  including that such loans bear interest
at a rate of prime plus 2.5%,  or prime plus 3.5% if the loan is junior to other
indebtedness. These loans are secured by income-producing real estate and may be
either  junior or senior to other  indebtedness  secured by such  property.  The
Partnership made loans to affiliates of $2,336,029 during the first three months
of 1997 and received  repayments  from  affiliates of $952,538  during the first
three months of 1996.

In order to induce the  Partnership  to lend funds to  affiliates of the General
Partner,  the  General  Partner  agreed to pay (i) the  difference  between  the
interest rate required by the Partnership's  amended partnership agreement to be
charged to  affiliates  and the interest  rate actually paid by certain of those
affiliates,  and (ii) all  points  (1.5%  or 2% if the loan is  junior  to other
indebtedness),  closing costs and expenses.  The Partnership  recorded  interest
income on  affiliate  loans of $183,323  and $38,959 for the three  months ended
March  31,  1997  and  1996,   respectively,   of  which   $57,442  and  $6,794,
respectively, was paid or payable by the General Partner.

Payable  to  affiliates  at March  31,  1997 and  December  31,  1996  consisted
primarily of a  performance  incentive  fee of $141,647  accrued in prior years,
Partnership  general and  administrative  expenses,  asset  management  fees and
prepaid interest. Except for the performance incentive fee and prepaid interest,
all accrued fees are due and payable from current operations.





<PAGE>
NOTE 4.
- -------

On  February  28,  1997,  the  Partnership   agreed  to  loan  an  aggregate  of
approximately  $2.336 million to McNeil Real Estate Fund X, Ltd.  ("Fund X"), at
an  interest  rate of prime plus 1% per annum (the  maximum  rate  allowed to be
incurred by Fund X in connection with  borrowings  from  affiliates  pursuant to
Fund X's  partnership  agreement).  In 1997,  $2,336,029  was borrowed by Fund X
pursuant  to this  commitment,  which  was  drawn  by the  Partnership  from its
revolving  line of  credit.  This loan is  secured  by a first  lien on La Plaza
Business  Center located in Las Vegas,  Nevada.  Interest on the loan is payable
monthly, with principal payable in February 2000.

NOTE 5.
- -------

On March 21, 1996, the mortgage loan investment,  plus accrued interest, secured
by A-Quality Mini-Storage, was repaid in full by the borrower.


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

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

There has been no  significant  change in the  operations  of the  Partnership's
properties since December 31, 1996. The Partnership  reported net income for the
first three  months of 1997 of  $622,546  as compared to $581,618  for the first
three months of 1996.  Revenues  were  $2,310,902  for the first three months of
1997, up from  $2,142,820 for the same period in 1996.  Expenses were $1,688,356
in 1997 as compared to $1,561,202 in 1996.

Net cash provided by operating  activities  was  $1,263,557 for the three months
ended March 31,  1997.  The  Partnership  received  $2,336,029  from its line of
credit  agreement,  which it loaned to an affiliate of the General  Partner.  In
addition,  the Partnership expended $112,614 for capital  improvements,  $85,197
for the  repurchase  of limited  partnership  units  (net of a decrease  in cash
segregated  for the  repurchase of limited  partnership  units) and  distributed
$1,999,970 to the limited partners, resulting in a net decrease in cash and cash
equivalents of $934,224 for the three months ended March 31, 1997.

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

Revenue:

Total revenue increased by $168,082 for the three months ended March 31, 1997 as
compared to the same period in the prior year, as discussed below.

Rental  revenue  increased by $153,262 for the first quarter of 1997 as compared
to the first  quarter of 1996.  The  increase  was  primarily  due to  decreased
discounts and  concessions  given to tenants at One  Corporate  Center I and III
office  buildings and increased  occupancy  from 96% and 91%,  respectively,  at
March 31, 1996 to 98% and 97%, respectively, at March 31, 1997.


<PAGE>
Interest income on the Partnership's mortgage loan investment to an unaffiliated
borrower (the A-Quality  Mini-Storage  loan) totaled $85,285 for the first three
months of 1996.  No such  interest  income was  recorded in 1997 as the loan was
repaid in 1996.

Interest income on mortgage loans investments - affiliates increased by $144,364
for the three  months ended March 31, 1997 as compared to the same period in the
prior year.  The increase was the result of higher  total loans  outstanding  in
1997. The Partnership had $7.0 million of loans outstanding at March 31, 1997 as
compared to $1.3 million at March 31, 1996.

Other interest  income  decreased by $44,259 for the first three months of 1997,
due to the  Partnership  holding a lower amount of cash available for short-term
investment in the first quarter of 1997.  The  Partnership  held $2.1 million of
cash and cash equivalents at March 31, 1997 as compared to $6.2 million at March
31, 1996.

Expenses:

Total  expenses  increased by $127,154 for the three months ended March 31, 1997
as compared to the same period in the prior year, as discussed below.

Interest expense  increased by $36,615 for the three months ended March 31, 1997
in relation to the  respective  period in the prior year.  The interest  expense
recorded  in the first  quarter  of 1996  represents  amortization  of  deferred
borrowing  costs  incurred in  connection  with  obtaining a $5 million  line of
credit. The interest expense recorded in 1997 includes  amortization of deferred
borrowing  costs as well as interest  expense  incurred on borrowings  under the
line of credit  agreement.  The  Partnership had borrowed $3.4 million under the
agreement at March 31, 1997.

Property tax expense for the first three months of 1997  increased by $35,670 as
compared to the first three months of 1996.  The increase was due to an increase
in the assessed taxable value of One Corporate Center I and III office buildings
by taxing authorities.

Repairs and  maintenance  expense  increased by $35,546 for the first quarter of
1997 as compared to the respective  quarter in 1996. The increase was mainly due
to increased costs of snow removal at One Corporate Center I and III as a result
of a greater  amount of snowfall in  Minnesota  where the office  buildings  are
located.

Other property  operating  expenses for the first three months of 1997 increased
by $16,948 as compared to the first three months of the prior year. The increase
was partially  due to $9,500 of expenses  incurred in 1997 to settle minor legal
issues at Burbank and Margate mini-storages.  In addition, there was an increase
in  the  write-off  of  uncollectible  rents  at  several  of  the  mini-storage
warehouses in 1997.

General and  administrative  expenses  increased  by $8,414 for the three months
ended March 31, 1997 as compared to the same period in 1996.  Costs incurred for
investor  services  were paid to an unrelated  third party in 1997. In the first
quarter of 1996, such costs were paid to an affiliate of the General Partner and
were included in general and  administrative  - affiliates on the  Statements of
Operations.




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

The Partnership generated $1,263,557 of cash through operating activities in the
first  three  months of 1997 as compared  to  $1,315,500  for the same period in
1996.

The Partnership received $1,361,771 of principal on its mortgage loan investment
to an  unaffiliated  borrower in the first  quarter of 1996.  The balance of the
mortgage loan investment was repaid in full by the borrower in 1996.

In the first three months of 1997, the Partnership  received $2,336,029 from its
line of  credit  agreement,  which it  loaned  to an  affiliate  of the  General
Partner.  The Partnership received $952,538 in repayments of loans to affiliates
in the first three months of 1996.

The Partnership distributed $1,999,970 and $2,999,997 to the limited partners in
the first three months of 1997 and 1996, respectively.

Short-term liquidity:

At March 31, 1997, the Partnership held cash and cash equivalents of $2,088,627.
This  balance   provides  a  reasonable   level  of  working   capital  for  the
Partnership's immediate needs in operating its properties.

For the  Partnership  as a whole,  management  projects  positive cash flow from
operations in 1997.  The  Partnership  has budgeted  approximately  $800,000 for
necessary  capital  improvements for all properties in 1997 which is expected to
be funded from available cash reserves or from operations of the properties.

The $5 million  revolving credit agreement  expires in June 1997. The lender has
verbally  indicated  a  willingness  to  extend  the loan for one year  upon the
written  request  by the  Partnership  in  accordance  with the  line of  credit
agreement.

Long-term liquidity:

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.  The Partnership
acquired  a $5  million  line of credit  in 1995  that may be used for  property
operations.   Other  possible  actions  to  resolve  cash  deficiencies  include
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.  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.

The Partnership  determined to evaluate market and other economic  conditions to
establish  the  optimum  time  to  commence  an  orderly   liquidation   of  the
Partnership's  assets in  accordance  with the terms of the Amended  Partnership
Agreement.  Taking such conditions as well as other pertinent  information  into
account,  the Partnership has determined to begin orderly liquidation of all its
assets.  Although there can be no assurance as to the timing of the  liquidation
due to real estate  market  conditions,  the general  difficulty of disposing of
real estate,  and other general  economic  factors,  it is anticipated that such
liquidation  would result in the  dissolution of the  Partnership  followed by a
liquidating distribution the limited partners by December 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 XXIV,  L.P.,  McNeil Real Estate  Fund XXV,  L.P.,  McNeil Real Estate Fund
XXVI, L.P., and McNeil Real Estate Fund XXVII,  L.P., et al. - Superior Court of
the State of California for the County of Los Angeles,  Case No. BC133799 (Class
and Derivative Action Complaint).

The action involves  purported  class and derivative  actions brought by limited
partners of each of the fourteen limited partnerships that were named as nominal
defendants as listed above (the  "Partnerships").  Plaintiffs allege that McNeil
Investors, Inc., its affiliate McNeil Real Estate Management,  Inc. and three of
their senior officers and/or directors (collectively, the "Defendants") breached
their  fiduciary  duties and certain  obligations  under the respective  Amended
Partnership  Agreement.  Plaintiffs  allege that  Defendants  have rendered such
Units highly illiquid and  artificially  depressed the prices that are available
for Units on the resale market.  Plaintiffs also allege that Defendants  engaged
in a course of conduct to prevent the  acquisition  of Units by an  affiliate of
Carl  Icahn  by  disseminating  purportedly  false,  misleading  and  inadequate
information.  Plaintiffs  further allege that Defendants  acted to advance their
own personal  interests at the expense of the Partnerships'  public unit holders
by failing to sell Partnership  properties and failing to make  distributions to
unitholders.

On December 16, 1996, the Plaintiffs filed a consolidated and amended complaint.
Plaintiffs  are suing for breach of  fiduciary  duty,  breach of contract and an
accounting,  alleging,  among other things, that the management fees paid to the
McNeil affiliates over the last six years are excessive,  that these fees should
be reduced retroactively and that the respective Amended Partnership  Agreements
governing the Partnerships are invalid.

Defendants  filed a demurrer to the  consolidated  and amended  complaint  and a
motion to strike on February 14, 1997,  seeking to dismiss the  consolidated and
amended complaint in all respects.  A hearing on Defendant's demurrer and motion
to strike  was held on May 5,  1997.  The Court  granted  Defendants'  demurrer,
dismissing  the  consolidated  and  amended   complaint  with  leave  to  amend.
Plaintiffs  have until May 27, 1997 to file a second amended  complaint,  unless
otherwise agreed to by the parties.

<PAGE>

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

(a)      Exhibits.


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

         4.2                        Amended and Restated  Partnership  Agreement
                                    of McNeil XXVII,  L.P. dated March 30, 1992.
                                    (Incorporated  by  reference  to the Current
                                    Report of the  registrant  on Form 8-K dated
                                    March 30, 1992, as filed on April 10, 1992).

         10.                        Mutual  Release   and  Settlement  Agreement
                                    between Southmark Storage Associates Limited
                                    Partnership  and  McNeil  Real  Estate  Fund
                                    XXVII,  L.P.  (incorporated  by reference to
                                    the  Quarterly  Report of the  registrant on
                                    Form  10-Q for the  period  ended  March 31,
                                    1995, as filed on May 15, 1995).

         11.                        Statement   regarding  computation  of   Net
                                    Income    (Loss)   per    Hundred    Limited
                                    Partnership Units. Net income (loss) per one
                                    hundred   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
                                    hundreds).  Per  unit  information  has been
                                    computed based on 52,369 and 52,739 weighted
                                    average   limited   partnership   units  (in
                                    hundreds) outstanding in 1997 and 1996.

         27.                        Financial   Data  Schedule for  the  quarter
                                    ended March 31, 1997.

(b)      Reports  on  Form  8-K.  There were no reports on Form 8-K filed during
         the quarter ended  March 31, 1997.


<PAGE>


                       MCNEIL REAL ESTATE FUND XXVII, 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 XXVII, L.P.

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

                                   By: McNeil Investors, Inc., General Partner








May 15, 1997                       By:  /s/  Ron K. Taylor
- --------------                        ------------------------------------------
Date                                    Ron K. Taylor
                                        President and Director of McNeil
                                         Investors, Inc.
                                        (Principal Financial Officer)




May 15, 1997                       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-31-1997
<PERIOD-END>                               MAR-31-1997
<CASH>                                       2,088,627
<SECURITIES>                                         0
<RECEIVABLES>                                  321,675
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0
<PP&E>                                      32,676,354
<DEPRECIATION>                             (9,047,278)
<TOTAL-ASSETS>                              33,536,821
<CURRENT-LIABILITIES>                                0
<BONDS>                                      3,437,648
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                  29,165,998
<TOTAL-LIABILITY-AND-EQUITY>                33,536,821
<SALES>                                      2,089,145
<TOTAL-REVENUES>                             2,310,902
<CGS>                                        1,024,953
<TOTAL-COSTS>                                1,397,439
<OTHER-EXPENSES>                               229,920
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              60,997
<INCOME-PRETAX>                                622,546
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                            622,546
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   622,546
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission