-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IuUopgFhXE5zS6GMt/xMZDoXgKnX89DeFQQrkTIitgGgttu+uy+boT86uZuslC7s 9/3r2VOgTQr0+4K+1ypU0Q== 0000318140-97-000006.txt : 19970814 0000318140-97-000006.hdr.sgml : 19970814 ACCESSION NUMBER: 0000318140-97-000006 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970630 FILED AS OF DATE: 19970813 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MCNEIL REAL ESTATE FUND XI LTD CENTRAL INDEX KEY: 0000318140 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF NONRESIDENTIAL BUILDINGS [6512] IRS NUMBER: 942669577 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-09783 FILM NUMBER: 97658573 BUSINESS ADDRESS: STREET 1: 13760 NOEL ROAD STREET 2: SUITE 700 LB70 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 2144485800 MAIL ADDRESS: STREET 1: 13760 NOEL ROAD SUITE 700 LB70 CITY: DALLAS STATE: TX ZIP: 75240 10-Q 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the period ended June 30, 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 0-9783 ------- MCNEIL REAL ESTATE FUND XI, LTD. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) California 94-2669577 - -------------------------------------------------------------------------------- (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 --- --- MCNEIL REAL ESTATE FUND XI, LTD. PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS - ------- -------------------- BALANCE SHEETS
June 30, December 31, 1997 1996 --------------- --------------- ASSETS - ------ Real estate investments: Land..................................................... $ 4,572,654 $ 4,572,654 Buildings and improvements............................... 51,012,004 50,600,784 -------------- -------------- 55,584,658 55,173,438 Less: Accumulated depreciation.......................... (33,227,314) (32,181,184) -------------- -------------- 22,357,344 22,992,254 Asset held for sale......................................... 4,229,356 4,203,597 Cash and cash equivalents................................... 2,514,386 2,351,879 Cash segregated for security deposits....................... 430,957 403,949 Accounts receivable......................................... 64,048 204,542 Prepaid expenses and other assets........................... 120,969 256,151 Escrow deposits............................................. 1,006,113 662,003 Deferred borrowing costs (net of accumulated amortization of $596,675 and $515,702 at June 30, 1997 and December 31, 1996, respectively)............................................ 1,436,805 1,517,778 -------------- -------------- $ 32,159,978 $ 32,592,153 ============== ============== LIABILITIES AND PARTNERS' DEFICIT - --------------------------------- Mortgage notes payable, net................................. $ 36,442,243 $ 36,666,074 Mortgage note payable - affiliate........................... 2,588,971 2,588,971 Accounts payable............................................ 16,648 52,886 Accrued interest............................................ 273,725 272,189 Accrued interest - affiliate................................ 20,215 23,239 Accrued expenses............................................ 660,178 455,857 Deferred gain - fire damage................................ - 174,656 Payable to affiliates - General Partner..................... 1,915,226 2,558,338 Security deposits and deferred rental revenue............... 451,725 433,407 -------------- -------------- 42,368,931 43,225,617 -------------- -------------- Partners' deficit: Limited partners - 159,813 limited partnership units authorized and outstanding at June 30, 1997 and December 31, 1996.................................. (4,311,898) (4,179,456) General Partner.......................................... (5,897,055) (6,454,008) -------------- -------------- (10,208,953) (10,633,464) -------------- -------------- $ 32,159,978 $ 32,592,153 ============== ==============
The financial information included herein has been prepared by management without audit by independent public accountants. See accompanying notes to financial statements. MCNEIL REAL ESTATE FUND XI, LTD. STATEMENTS OF OPERATIONS (Unaudited)
Three Months Ended Six Months Ended June 30, June 30, --------------------------------- --------------------------------- 1997 1996 1997 1996 -------------- --------------- -------------- -------------- Revenue: Rent revenue.................. $ 3,763,175 $ 3,660,607 $ 7,513,324 $ 7,329,367 Interest...................... 26,967 31,667 52,861 58,629 Gain on involuntary conversion.................. 172,987 - 172,987 - ------------- ------------- ------------- ------------- Total revenue............... 3,763,129 3,692,274 7,739,172 7,387,996 ------------- ------------- ------------- ------------- Expenses: Interest...................... 885,338 948,783 1,772,553 1,909,949 Interest - affiliate mortgage. 61,444 - 120,875 - Depreciation.................. 523,065 593,040 1,046,130 1,248,753 Property taxes................ 217,794 214,521 435,588 439,182 Personnel expenses............ 418,305 395,593 914,639 881,605 Utilities..................... 269,997 246,637 546,678 516,572 Repair and maintenance........ 550,002 542,460 1,054,106 974,943 Property management fees - affiliates........... 187,546 182,218 373,869 364,392 Other property operating expenses.................... 172,256 198,146 375,354 389,758 General and administrative.... 44,538 31,674 101,220 81,891 General and administrative - affiliates.................. 66,130 96,525 132,009 193,851 ------------- ------------- ------------- ------------- Total expenses.............. 3,396,415 3,449,597 6,873,021 7,000,896 ------------- ------------- ------------- ------------- Net income....................... $ 566,714 $ 242,677 $ 866,151 $ 387,100 ============= ============= ============= ============= Net income (loss) allocable to limited partners.............. $ 442,417 $ 230,543 $ (132,442) $ 367,745 Net income allocable to General Partner............ 124,297 12,134 998,593 19,355 ------------- ------------- ------------- ------------- Net income....................... $ 566,714 $ 242,677 $ 866,151 $ 387,100 ============= ============= ============= ============= Net income (loss) per limited partnership unit.............. $ 2.77 $ 1.44 $ (.83) $ 2.30 ============= ============= ============= =============
The financial information included herein has been prepared by management without audit by independent public accountants. See accompanying notes to financial statements. MCNEIL REAL ESTATE FUND XI, LTD. STATEMENTS OF PARTNERS' DEFICIT (Unaudited) For the Six Months Ended June 30, 1997 and 1996
Total General Limited Partners' Partner Partners Deficit --------------- --------------- --------------- Balance at December 31, 1995.............. $ (6,339,886) $ (4,983,492) $ (11,323,378) Net income................................ 19,355 367,745 387,100 Management Incentive Distribution......... (441,664) - (441,664) ------------- ------------- ------------- Balance at June 30, 1996.................. $ (6,762,195) $ (4,615,747) $ (11,377,942) ============= ============= ============= Balance at December 31, 1996.............. $ (6,454,008) $ (4,179,456) $ (10,633,464) Net income (loss)......................... 998,593 (132,442) 866,151 Management Incentive Distribution......... (441,640) - (441,640) ------------- ------------- ------------- Balance at June 30, 1997.................. $ (5,897,055) $ (4,311,898) $ (10,208,953) ============= ============= =============
The financial information included herein has been prepared by management without audit by independent public accountants. See accompanying notes to financial statements. MCNEIL REAL ESTATE FUND XI, LTD. STATEMENTS OF CASH FLOWS (Unaudited) Increase (Decrease) in Cash and Cash Equivalents
Six Months Ended June 30, ------------------------------------------- 1997 1996 ------------------- ---------------- Cash flows from operating activities: Cash received from tenants........................ $ 7,484,507 $ 7,375,490 Cash paid to suppliers............................ (2,968,518) (2,789,291) Cash paid to affiliates........................... (539,730) (519,761) Interest received................................. 52,861 58,629 Interest paid..................................... (1,678,278) (1,838,588) Interest paid - affiliates........................ (123,899) - Property taxes paid............................... (513,947) (486,140) ----------------- -------------- Net cash provided by operating activities............ 1,712,996 1,800,339 ----------------- -------------- Cash flow from investing activities: Additions to real estate investments.............. (436,979) (907,667) Insurance proceeds from fire...................... 172,987 - ----------------- -------------- Net cash used in investing activities................ (263,992) (907,677) ----------------- -------------- Cash flows from financing activities: Principal payments on mortgage notes payable......................................... (235,597) (237,172) Management Incentive Distribution................. (1,050,900) - ----------------- -------------- Net cash used in financing activities................ (1,286,497) (237,172) ----------------- -------------- Net increase in cash and cash equivalents............ 162,507 655,500 Cash and cash equivalents at beginning of period............................................ 2,351,879 2,030,544 ----------------- -------------- Cash and cash equivalents at end of period........... $ 2,514,386 $ 2,686,044 ================= ==============
The financial information included herein has been prepared by management without audit by independent public accountants. See accompanying notes to financial statements. MCNEIL REAL ESTATE FUND XI, LTD. STATEMENTS OF CASH FLOWS (Unaudited) Reconciliation of Net Income to Net Cash Provided by Operating Activities
Six Months Ended June 30, ---------------------------------------- 1997 1996 ---------------- ---------------- Net income........................................... $ 866,151 $ 387,100 --------------- --------------- Adjustments to reconcile net income to net cash provided by operating activities: Depreciation...................................... 1,046,130 1,248,753 Amortization of deferred borrowing costs.......... 80,973 63,674 Amortization of discounts on mortgage notes payable................................... 11,766 9,528 Gain on involuntary conversion-................... (172,987) - Changes in assets and liabilities: Cash segregated for security deposits........... (27,008) 5,157 Accounts receivable............................. (32,493) (155,112) Prepaid expenses and other assets............... 135,182 144,356 Escrow deposits................................. (344,110) (240,498) Accounts payable................................ (37,907) 49,819 Accrued interest................................ 1,536 (1,841) Accrued interest-affiliates..................... (3,024) - Accrued expenses................................ 204,321 (78,527) Payable to affiliates - General Partner......... (33,852) 38,482 Security deposits and deferred rental revenue....................................... 18,318 28,626 --------------- -------------- Total adjustments............................. 846,845 1,413,239 --------------- -------------- Net cash provided by operating activities............ $ 1,712,996 $ 1,800,339 =============== ==============
The financial information included herein has been prepared by management without audit by independent public accountants. See accompanying notes to financial statements. McNEIL REAL ESTATE FUND XI, LTD. Notes to Financial Statements (Unaudited) June 30, 1997 NOTE 1. - ------- McNeil Real Estate Fund XI, Ltd. (the "Partnership") was organized June 2, 1980 as a limited partnership under the provisions of the California Uniform Limited Partnership Act. The general partner of the Partnership is McNeil Partners, L.P. (the "General Partner"), a Delaware limited partnership, an affiliate of Robert A. McNeil. The Partnership is governed by an amended and restated limited partnership agreement, dated August 6, 1991 (the "Amended Partnership Agreement"). The principal place of business for the Partnership and for 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 financial position and results of operations of the Partnership. All adjustments were of a normal recurring nature. However, the results of operations for the six months ended June 30, 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 XI, Ltd. c/o The Herman Group, 2121 San Jacinto St., 26th Floor, Dallas, TX 75201. 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 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. The maximum MID percentage decreases subsequent to 1999. Tangible asset value is determined by using the greater of (i) an amount calculated by applying a capitalization rate of 9% to the annualized net operating income of each property or (ii) a value of $10,000 per apartment unit to arrive at the property tangible asset value. The property tangible asset value is then added to the book value of all other assets excluding intangible items. MID will be paid to the extent of the lesser of the Partnership's excess cash flow, as defined, or net operating income, as defined ("the Entitlement Amount"), and may be paid (i) in cash, unless there is insufficient cash to pay the distribution in which event any unpaid portion not taken in 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. In November 1996, the Partnership obtained a loan from McNeil Real Estate Fund XXVII, L.P., an affiliate of the General Partner, for $2,588,971. The note is secured by Rock Creek Apartments and requires monthly interest-only payments equal to the prime lending rate of Bank of America plus 1% with the principal balance due November 25, 1999. Compensation, reimbursements and distributions paid to or accrued for the benefit of the General Partner and its affiliates are as follows: Six Months Ended June 30, ------------------------ 1997 1996 ---------- ---------- Property management fees - affiliates................ $ 373,869 $ 364,392 Interest - affiliates................................ 120,875 - Charged to general and administrative affiliates: Partnership administration........................ 132,009 193,851 --------- --------- $ 626,753 $ 558,243 ========= ========= Charged to General Partner's deficit: MID............................................... $ 441,640 $ 441,664 ========= ========= NOTE 4. - ------- In 1996, the Partnership adopted the Financial Accounting Standards Board's Statement of Financial Accounting Standards No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of." This statement requires the cessation of depreciation on assets held for sale. Since Rock Creek is currently classified as an asset held for sale, no depreciation was recognized effective October 1, 1996. On August 1, 1997, the Partnership placed The Park on the market for sale and will accordingly cease recording depreciation charges effective August 1, 1997. NOTE 5. - ------- On January 8, 1996, 23,347 square feet of Knollwood Apartments was destroyed by fire causing $856,654 in damages. The Partnership has received $681,998 in insurance reimbursements as of December 31, 1996, to cover the cost to repair Knollwood. In 1997, the property received an additional $172,987 in insurance reimbursements. Insurance reimbursements received in excess of the basis of the property damaged were recorded as a gain on involuntary conversion. The Partnership recorded a gain of $172,987 in 1997. 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 June 30, 1997, the Partnership owned eight apartment properties, which are all subject to mortgage notes. RESULTS OF OPERATIONS - --------------------- Revenue: Partnership revenues increased by $351,176 or 5% for the period ended June 30, 1997, as compared to the same period last year. Rental revenue increased $183,957 or 3% for the six months ended June 30, 1997. Interest income decreased by $5,768 or 10% for the period ended June 30, 1997. The Partnership also recognized a gain on involuntary conversion of $172,987 as a result of a fire at Knollwood. Rental revenue for the first six months of 1997 was $7,513,324 as compared to $7,329,367 for the same period in 1996. The increase in rental revenue is primarily due to an increase in occupancy rates at Acacia Lakes and Sun Valley along with increases in the rental rates at Acacia Lakes, Knollwood, Sun Valley and Villa Del Rio. Expenses: Total Partnership expenses decreased by $127,875 or 2% for the period ending June 30, 1997 as compared to the same period in 1996. Decreases in interest, depreciation, other property operation and general and administrative - affiliates were offset by increases in repairs and maintenance. Interest expense decreased by $137,396 or 7% for the six months ended June 30, 1997 as compared to the same period last year. This decrease is due to the payoff of The Village mortgage note in November 1996 and receiving a mortgage loan from an affiliate. Interest expense - affiliate increase by $120,875 due to the mortgage loan from an affiliate in November 1996 on The Village. This loan accrues interest at a rate of prime plus 1% and at June 30, 1997, the interest rate was 8.5%. Depreciation decreased by $202,623 or 16% for six months ended June 30, 1997 as compared to the same period in 1996. This decrease is mainly due to Rock Creek, which is currently classified as an asset held for sale, for which no depreciation has been recognized since October 1, 1996. Repairs and maintenance expense for the six months ended June 30, 1997, increased by $79,163 or 8% compared to the same period in 1996. This increase can be attributed to the replacement of appliances, which met the Partnership's criteria for capitalization based on the magnitude of replacements in 1996, but were expensed in 1997. The increase is also due to the increase in grounds maintenance at Acacia Lakes. General and administrative expenses increased $19,329 or 24% for the first six months of 1997 as compared to the same period last year. Costs incurred for investor services were paid to an unrelated third party in 1997. In 1996, these costs were paid to an affiliate of the General Partner and were included in general and administrative - affiliates. General and administrative - affiliates expense decreased by $61,842 or 32% for the first six months of 1997 as compared to the same period last year due to the reduction of overhead expenses allocable to the Partnership. Allocated expenses decreased in part due to investor services being performed by an unrelated third party in 1997, as discussed above. LIQUIDITY AND CAPITAL RESOURCES - ------------------------------- The Partnership generated $1,712,996 through operating activities for the period ending June 30, 1997 as compared to $1,800,339 for the same period in 1996. This decrease is primarily due to an increase in cash paid to suppliers and an increase in interest paid to affiliates. The Partnership funded $436,979 in additions to real estate investments for the six months ending June 30, 1997. All of the Partnership's properties continued capital improvement projects to enhance the value of the properties so they can remain competitive in the market. The Partnership also received $172,987 in insurance proceeds due to a fire at Knollwood in January 1996. Financing activities included principal payments on mortgage notes of $235,597 and MID payments of $1,050,900. Short-term liquidity: At June 30, 1997, the Partnership held cash and cash equivalents of $2,514,386. The General Partner considers this level of cash reserves to be adequate to meet the Partnership's operating needs. The Partnership resumed MID payments during the third quarter of 1996 and will continue making MID payments as long as the Partnership's properties continue to perform as projected. The General Partner believes that anticipated operating results for 1997 will be sufficient to fund the Partnership's budgeted $1.4 million in capital improvements for 1997 and to repay the current portion of the Partnership's mortgage notes. Long-term liquidity: For the long-term, property operations will remain the primary source of funds. In this regard, the General Partner expects that the capital improvements made by the Partnership during the past will yield improved cash flow from property operations in the future. If the Partnership's cash position deteriorates, the General Partner may elect to defer certain of the capital improvements, except where such improvements are expected to increase the competitiveness or marketability of the Partnership's properties. 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 to Unit holders by December 2001. In this regard, the Partnerships has placed Rock Creek on the market for sale. The Partnership has also placed The Park on the market for sale as of August 1, 1997. Income allocation 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 95:5 to the limited partners and the General Partner, respectively. Therefore, for the six months ended June 30, 1997 and 1996, $998,593 and $7,221, respectively, were allocated to the General Partner. The limited partners received allocations of $(132,442) and $137,202 for the six months ended June 30, 1997 and 1996, respectively. With the exception of the MID, distributions to partners have been suspended since 1986 as part of the General Partner's policy of maintaining adequate cash reserves. Distributions to the limited partners 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 limited partners. A distribution of $441,640 for the MID has been accrued by the Partnership for the six month period ending June 30, 1997 for the General Partner. 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. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K - ------- -------------------------------- (a) Exhibits. Exhibit Number Description ------- ----------- 4. Amended and Restated Limited Partnership Agreement dated as of August 6, 1991. (Incorporated by reference to the Quarterly Report on Form 10-Q, for the quarter ended June 30, 1991). 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 159,813 limited partnership units outstanding in 1997 and 1996, respectively. 27. Financial Data Schedule for the quarter ended June 30, 1997. (b) Reports on Form 8-K. There were no reports on Form 8-K filed during the quarter ended June 30, 1997. McNEIL REAL ESTATE FUND XI, 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 XI, Ltd. By: McNeil Partners, L.P., General Partner By: McNeil Investors, Inc., General Partner August 13, 1997 By: /s/ Ron K. Taylor - --------------- ----------------------------------------- Date Ron K. Taylor President and Director of McNeil Investors, Inc. (Principal Financial Officer) August 13, 1997 By: /s/ Brandon K. Flaming - --------------- ----------------------------------------- Date Brandon K. Flaming Vice President of McNeil Investors, Inc. (Principal Accounting Officer) EX-27 2
5 6-MOS DEC-31-1997 JUN-30-1997 2,514,386 0 64,048 0 0 0 55,584,658 (33,227,314) 32,159,978 0 39,031,214 0 0 0 0 42,368,931 7,513,324 7,739,172 0 0 4,979,593 0 1,893,428 0 0 866,151 0 0 0 866,151 0 0
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