-----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, SmOF7/iA1A73pQ+UIG0jPvU271l0NHKowWfyqJPc81WSb43r9t/h66tVyW/50pJR YZcQlgxzyTO1J+dG/+UB5Q== 0000351708-97-000007.txt : 19970814 0000351708-97-000007.hdr.sgml : 19970814 ACCESSION NUMBER: 0000351708-97-000007 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 XII LTD CENTRAL INDEX KEY: 0000351708 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF NONRESIDENTIAL BUILDINGS [6512] IRS NUMBER: 942717957 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-10743 FILM NUMBER: 97658476 BUSINESS ADDRESS: STREET 1: 13760 NOEL ROAD, STE 700 STREET 2: LB70, CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 2144485800 MAIL ADDRESS: STREET 1: 13760 NOEL ROAD SUITE 700 STREET 2: 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 0-10743 --------- MCNEIL REAL ESTATE FUND XII, LTD. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) California 94-2717957 - -------------------------------------------------------------------------------- (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 XII, LTD. PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS - ------- -------------------- BALANCE SHEETS (Unaudited)
June 30, December 31, 1997 1996 --------------- -------------- ASSETS - ------ Real estate investments: Land..................................................... $ 6,079,334 $ 6,079,334 Buildings and improvements............................... 75,923,951 75,302,352 -------------- ------------- 82,003,285 81,381,686 Less: Accumulated depreciation and amortization......... (46,095,252) (44,160,334) -------------- ------------- 35,908,033 37,221,352 Cash and cash equivalents................................... 1,569,766 1,768,249 Cash segregated for security deposits ...................... 438,963 433,750 Accounts receivable......................................... 210,380 242,360 Prepaid expenses and other assets........................... 132,464 138,853 Escrow deposits............................................. 1,276,974 1,167,732 Deferred borrowing costs, net of accumulated amorti- zation of $687,876 and $617,954 at June 30, 1997 and December 31, 1996, respectively................. 1,624,717 1,694,639 -------------- ------------- $ 41,161,297 $ 42,666,935 ============== ============= LIABILITIES AND PARTNERS' DEFICIT - --------------------------------- Mortgage notes payable, net................................. $ 54,536,769 $ 54,859,073 Accounts payable............................................ 9,936 16,402 Accrued expenses............................................ 87,323 142,099 Accrued interest............................................ 380,698 383,990 Accrued property taxes...................................... 857,098 837,798 Deferred gain - land condemnation........................... 297,754 297,754 Advance from Southmark...................................... 38,641 37,472 Advances from affiliates - General Partner.................. 30,799 29,494 Payable to affiliates - General Partner..................... 4,037,717 3,941,378 Security deposits and deferred rental revenue............... 554,356 502,905 -------------- ------------- 60,831,091 61,048,365 -------------- ------------- Partners' deficit: Limited partners - 240,000 limited partnership units authorized; 229,690 and 229,828 limited partnership units issued and outstanding at June 30, 1997 and December 31, 1996, respectively............... (9,964,643) (9,148,979) General Partner.......................................... (9,705,151) (9,232,451) -------------- ------------- (19,669,794) (18,381,430) -------------- ------------- $ 41,161,297 $ 42,666,935 ============== =============
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 XII, LTD. STATEMENTS OF OPERATIONS (Unaudited)
Three Months Ended Six Months Ended June 30, June 30, --------------------------------- --------------------------------- 1997 1996 1997 1996 -------------- --------------- -------------- -------------- Revenue: Rental revenue................ $ 3,836,204 $ 4,173,980 $ 7,643,461 $ 8,282,015 Interest...................... 26,818 69,043 49,808 145,088 ------------- ------------- ------------- ------------- Total revenue............... 3,863,022 4,243,023 7,693,269 8,427,103 ------------- ------------- ------------- ------------- Expenses: Interest...................... 1,207,287 1,324,708 2,415,317 2,592,773 Interest - affiliates......... 668 28,708 1,305 52,321 Depreciation and amortization................ 987,959 906,466 1,934,918 1,790,758 Property taxes................ 303,171 324,219 606,342 562,732 Personnel expenses............ 396,809 422,370 861,193 924,814 Utilities..................... 266,900 314,909 687,650 772,899 Repair and maintenance........ 573,231 542,068 1,032,247 1,069,041 Property management fees - affiliates........... 190,977 208,417 383,532 412,635 Other property operating expenses.................... 199,456 267,159 416,996 521,271 General and administrative.... 50,073 28,018 100,760 97,954 General and administrative - affiliates.................. 56,798 96,870 111,603 194,235 ------------- ------------- ------------- ------------- Total expenses.............. 4,233,329 4,463,912 8,551,863 8,991,433 ------------- ------------- ------------- ------------- Net loss......................... $ (370,307) $ (220,889) $ (858,594) $ (564,330) ============= ============= ============= ============= Net loss allocable to limited partners........... $ (351,792) $ (209,845) $ (815,664) $ (536,113) Net loss allocable to General Partner............ (18,515) (11,044) (42,930) (28,217) ------------- ------------- ------------- ------------- Net loss......................... $ (370,307) $ (220,889) $ (858,594) $ (564,330) ============= ============= ============= ============= Net loss per limited partnership unit.............. $ (1.53) $ (.91) $ (3.55) $ (2.33) ============= ============= ============= =============
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 XII, 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.............. $ (10,335,932) $ (7,513,252) $ (17,849,184) Net loss.................................. (28,217) (536,113) (564,330) Management Incentive Distribution......... (382,972) - (382,972) ------------- ------------- ------------- Balance at June 30, 1996.................. $ (10,747,121) $ (8,049,365) $ (18,796,486) ============== ============= ============== Balance at December 31, 1996.............. $ (9,232,451) $ (9,148,979) $ (18,381,430) Net loss.................................. (42,930) (815,664) (858,594) Management Incentive Distribution......... (429,770) - (429,770) ------------- ------------- ------------- Balance at June 30, 1997.................. $ (9,705,151) $ (9,964,643) $ (19,669,794) ============= ============= ==============
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 XII, LTD. STATEMENTS OF CASH FLOWS (Unaudited) Decrease in Cash and Cash Equivalents
Six Months Ended June 30, ------------------------------------------- 1997 1996 ------------------- ---------------- Cash flows from operating activities: Cash received from tenants........................ $ 7,710,513 $ 8,213,037 Cash paid to suppliers............................ (3,037,651) (2,862,634) Cash paid to affiliates........................... (828,566) (2,193,482) Interest received................................. 49,808 145,088 Interest paid..................................... (2,347,518) (2,597,197) Property taxes paid............................... (801,166) (789,614) ----------------- -------------- Net cash provided by (used in) operating activities.............................. 745,420 (84,802) ----------------- -------------- Net cash flows from investing activities: Additions to real estate investments.............. (621,599) (1,132,533) ----------------- -------------- Cash flows from financing activities: Principal payments on mortgage notes payable......................................... (322,304) (27,069) Deferred borrowing costs paid..................... - (35,666) Repayment of advances from affiliates - General Partner................................. - (1,419,339) ----------------- -------------- Net cash used in financing activities................ (322,304) (1,482,074) ----------------- -------------- Net decrease in cash and cash equivalents................................. (198,483) (2,699,409) Cash and cash equivalents at beginning of period............................................ 1,768,249 5,791,363 ----------------- -------------- Cash and cash equivalents at end of period........... $ 1,569,766 $ 3,091,954 ================= ==============
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 XII, LTD. STATEMENTS OF CASH FLOWS (Unaudited) Reconciliation of Net Loss to Net Cash Provided by Operating Activities
Six Months Ended June 30, ----------------------------------------- 1997 1996 ----------------- ---------------- Net loss............................................. $ (858,594) $ (564,330) --------------- -------------- Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization..................... 1,934,918 1,790,758 Amortization of deferred borrowing costs.......... 69,922 77,463 Net interest added on advances from affiliates - General Partner.................... 1,305 290 Net interest added on advances from Southmark....................................... 1,169 1,159 Changes in assets and liabilities: Cash segregated for security deposits........... (5,213) 8,761 Accounts receivable............................. 31,980 (62,870) Prepaid expenses and other assets............... 6,389 (8,798) Escrow deposits................................. (109,242) 240,479 Accounts payable................................ (6,466) 149,613 Accrued expenses................................ (54,776) (39,577) Accrued interest................................ (3,292) (31,015) Accrued property taxes.......................... 19,300 (86,505) Payable to affiliates - General Partner......... (333,431) (1,586,612) Security deposits and deferred rental .......... revenue....................................... 51,451 26,382 --------------- -------------- Total adjustments............................. 1,604,014 479,528 --------------- -------------- Net cash provided by (used in) operating activities.............................. $ 745,420 $ (84,802) =============== ==============
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 XII, LTD. Notes to Financial Statements (Unaudited) June 30, 1997 NOTE 1. - ------- McNeil Real Estate Fund XII, Ltd. (the "Partnership") was organized February 2, 1981 as a limited partnership organized under the provisions of the California Uniform Limited Partnership Act. The general partner of the Partnership is McNeil Partners, L.P. (the "General Partner"), a Delaware limited partnership, an affiliate of Robert A. McNeil. The Partnership is governed by an amended and restated limited partnership agreement, dated September 6, 1991 (the "Amended Partnership Agreement"). The principal place of business for the Partnership and the General Partner is 13760 Noel Road, Suite 600, LB70, Dallas, Texas, 75240. In the opinion of management, the financial statements reflect all adjustments necessary for a fair presentation of the Partnership's financial position and results of operations. All adjustments were of a normal recurring nature. However, the results of operations for the 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 XII, Ltd. c/o The Human Group, 2121 San Jacinto St., 26th Floor Dallas, Texas 75201. NOTE 3. - ------- Certain reclassifications have been made to prior period amounts to conform with current period presentation. NOTE 4. - ------- The Partnership pays property management fees equal to 5% of the gross rental receipts of the Partnership's properties to McNeil Real Estate Management, Inc. ("McREMI"), an affiliate of the General Partner, for providing property management services for the Partnership's residential and commercial properties and leasing services for its residential properties. McREMI may choose to provide leasing services for the Partnership's commercial properties, in which case McREMI will receive a property management fee from such commercial properties equal to 3% of the property's gross rental receipts plus 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. Affiliates of the General Partner have advanced funds to the Partnership to meet working capital requirements. These advances accrue interest at a rate equal to the prime lending rate plus 1%. Under terms of the Amended Partnership Agreement, the Partnership is paying a Management Incentive Distribution ("MID") to the General Partner. The maximum MID is calculated as 1% of the tangible asset value of the Partnership. The maximum MID percentage decreases subsequent to 1999. Tangible asset value is determined by using the greater of (i) an amount calculated by applying a capitalization rate of 9% to the annualized net operating income of each property or (ii) a value of $10,000 per apartment unit for residential property and $50 per gross square foot for commercial property to arrive at the property tangible asset value. The property tangible asset value is then added to the book value of all other assets excluding intangible items. MID will be paid to the extent of the lesser of the Partnership's excess cash flow, as defined, or net operating income, as defined ("the Entitlement Amount"), and may be paid (i) in cash, unless there is insufficient cash to pay the distribution in which event any unpaid portion not taken in limited partnership ("Units") will be deferred and is payable, without interest, from the first available cash and/or (ii) in Units. A maximum of 50% of the MID may be paid in Units. The number of Units issued in payment of the MID is based on the greater of $50 per Unit or the net tangible asset value, as defined, per Unit. Any amount of the MID that is paid to the General Partner in Units will be treated as if cash is distributed to the General Partner and is then contributed to the Partnership by the General Partner. The MID represents a return of equity to the General Partner for increasing cash flow, as defined, and accordingly is treated as a distribution. Compensation, reimbursements and distributions paid to or accrued for the benefit of the General Partner and its affiliates are as follows: Six Months Ended June 30, ----------------------- 1997 1996 ---------- ---------- Charged to other assets: Property management fees - affiliates................ $ 383,532 $ 412,635 Interest - affiliates................................ 1,305 52,321 Charged to general and administrative affiliates: Partnership administration........................ 111,603 194,235 --------- --------- $ 496,440 $ 659,191 ========= ========= Charged to General Partner's deficit: MID............................................... $ 429,770 $ 382,972 ========= ========= NOTE 5. - ------- On February 23, 1996, the Partnership was awarded $499,000 as payment for condemnation of 6.45 acres, with a carrying value of $201,246, at Palisades at the Galleria by Cobb County, Georgia. The county required the right-of-way to this property for highway construction. The condemnation of this parcel will not materially affect the operations of the property. The $499,000 is being held in escrow by the mortgagee pending completion of construction adjacent to the property. Upon receipt of the $499,000, the Partnership will recognize a gain of $297,754. NOTE 6. - ------- The Partnership has become aware of the existence of certain underground solvent based contamination at a portion of the Lodge at Aspen Grove. The source of the contamination is related to underground storage tanks located at a Colorado Department of Transportation ("CDOT") facility nearby. The Partnership has been informed that CDOT, as the responsible party, has agreed to remediate the property to comply with state and federal standards. CDOT has submitted a corrective action plan to the Colorado Department of Public Health and Environment and implementation of the plan is ongoing. The Partnership is unable to estimate impairment, if any, to the property at this time. However, due to the existence and involvement of the responsible party, the Partnership does not believe that this event has a material impact on the accompanying financial statements. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND - ------- --------------------------------------------------------------- RESULTS OF OPERATIONS --------------------- FINANCIAL CONDITION - ------------------- The Partnership is engaged in diversified real estate activities, including the ownership, operation and management of residential and commercial real estate and other real estate related assets. At June 30, 1997, the Partnership owned five apartment properties and one shopping center. All of the Partnership's properties are subject to mortgage notes. RESULTS OF OPERATIONS - --------------------- Revenue: Partnership revenues decreased by $733,834 or 9% for the period ended June 30, 1997, as compared to the same period last year. Rental revenue decreased by $638,554 or 8% and interest income decreased by $95,280. Rental revenue for the six months ended June 30, 1997 was $7,643,461 as compared to $8,282,015 for the same period last year. This decline in rental revenue for the first six months of 1997 as compared to the same period last year is primarily due to the sale of Millwood Park in October 1996. The effect from this transaction was a decline in rental revenue of $697,020. This decline was somewhat offset by increases in rental revenue at The Lodge at Aspen Grove and Channingway. Expenses: Partnership expenses decreased by $439,570 or 5% for the first six months of 1997 as compared to the same period last year primarily due to the sale of Millwood Park in 1996. The effects from this transaction were declines of $167,502 for interest, $33,060 for property taxes, $93,832 for personnel expenses, $106,348 for utilities, $165,113 for repair and maintenance, $34,185 for property management fees - affiliates, and $64,230 for other property operating expenses. In addition to the sale of Millwood Park, other factors affected the level of expenses reported by the remaining properties. Interest expense - affiliates decreased by $51,016 for the six months ended June 30, 1997, due to the repayment of $1,419,339 in advances in May 1996. Depreciation expense increased $144,160 or 8% in 1997 compared to 1996. Increased depreciation expense is the result of depreciation on the $621,599 of new capital improvements placed in service during 1997. The capital improvements are generally depreciated over lives ranging from five to ten years. Property tax expense increased by $76,670 or 14% for the six months ended June 30, 1997 as compared to the same period last year. The increase is due to the successful appeal of real estate taxes at Palisades at the Galleria for the years 1990 through 1993, resulting in refunds of $88,775 realized in the first quarter of 1996. Repair and maintenance expenses increased $128,319 or 14% in 1997. The increase can be attributable to the replacement of floor coverings and appliances which met the criteria for capitalization based on the magnitude of replacements in 1996, but were expenses in 1997. Other property operating expenses decreased by $40,045 or 9% for the six months ended June 30, 1997 as compared to the same period last year. This decrease is due to declines in office supplies, bad debt and marketing and leasing. General and administrative - affiliate expenses decreased $82,632 or 43% for the six months ended June 30, 1997 as compared to the same period last year. This decrease is due to a decrease in the percentage of the Partnership's portion of reimbursable costs. All other remaining expense categories remained comparable to the same period last year. LIQUIDITY AND CAPITAL RESOURCES - ------------------------------- During the first six months of 1997, the Partnership provided $745,420 in cash from operations as compared to $84,802 in cash used in operations in 1996. This increase in cash can be attributed to the reduction in cash paid to affiliates in 1997 as compared to 1996. The Partnership expended $621,599 and $1,132,533 for capital improvements to its properties for the six months ended June 30, 1997 and 1996, respectively. Cash used for financing activities was $322,304 for the six months ended June 30, 1997 as compared to $1,419,339 for the same period in 1996. Cash used for principal payments on mortgage notes payable was $322,304 in 1997 as compared to $27,069 for the same period in 1996. The Partnership also incurred $35,666 in deferred borrowing costs and repaid $1,419,339 in advances from affiliates in 1996. Short-term liquidity: At June 30, 1997, the Partnership held cash and cash equivalents of $1,569,766. The General Partner considers this level of cash reserves to be adequate to meet the Partnership's operating needs in 1997. The General Partner believes that anticipated operating results for 1997 will be sufficient to fund the Partnership's budgeted $1.87 million in capital improvements for 1997 and to repay the current portion of the Partnership's mortgage notes. Long-term liquidity: The Partnership's working capital needs have been supported by advances from affiliates during the past several years. Some of that support was provided on a short-term basis to meet monthly operating requirements, with repayment occurring as funds became available; other advances were longer term in nature due to lack of funds for repayment. Additionally, the General Partner has allowed the Partnership to defer payment of MID and reimbursements until such time as the Partnership 's cash reserves allow payments. During 1994, the Partnership began to make repayments to the General Partner for advances and accrued MID. The Partnership will continue to make such payments as is allowed by cash reserves and cash flows of the Partnership. However, the Partnership will not be able to repay the General Partner all payables outstanding in the foreseeable future. The General Partner will continue to defer the unpaid sums until the Partnership's cash reserves allow such payments. 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 Partnership has placed Channingway Apartments 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, net loss for the six months ended June 30, 1997 and 1996, $(42,930) and $(28,217), respectively, were allocated to the General Partner. The limited partners received allocations of net loss of $(815,664) and $(536,113) 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 $429,770 for the MID has been accrued by the Partnership for the period ended 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 ------- ------------ 3.3 Amended and Restated Partnership Agreement, dated September 6, 1991 (Incorporated by reference to the Quarterly Report on Form 10-Q for the quarter ended September 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 229,690 and 229,828 limited partnership units outstanding in 1997 and 1996. 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 XII, 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 XII, 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 1,569,766 0 210,380 0 0 0 82,003,285 (46,095,252) 41,161,297 0 54,536,769 0 0 0 0 41,161,297 7,643,461 7,693,269 0 0 6,135,241 0 2,416,622 0 0 (858,594) 0 0 0 (858,594) 0 0
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