-----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, JfznwUVYA5wwX+jbgju0XtJ56bIFziv84FW6w8b+NGGVZi0v2vMI3ak4efoJnQoX MeCLYN8Gem5qCRV8vcSP0A== 0000734761-97-000004.txt : 19970515 0000734761-97-000004.hdr.sgml : 19970515 ACCESSION NUMBER: 0000734761-97-000004 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970331 FILED AS OF DATE: 19970514 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MCNEIL REAL ESTATE FUND XXI L P CENTRAL INDEX KEY: 0000734761 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 330030615 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-13356 FILM NUMBER: 97604789 BUSINESS ADDRESS: STREET 1: 13760 NOEL RD,. SUITE 700, LB70 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 2144485800 MAIL ADDRESS: STREET 1: 2711 LBJ FREEWAY, SUITE 900 CITY: DALLAS STATE: TX ZIP: 75234 FORMER COMPANY: FORMER CONFORMED NAME: SOUTHMARK REALTY PARTNERS LTD DATE OF NAME CHANGE: 19920413 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 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 0-13356 -------- MCNEIL REAL ESTATE FUND XXI, L.P. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) California 33-0030615 - -------------------------------------------------------------------------------- (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 XXI, L.P. PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS - ------- -------------------- BALANCE SHEETS (Unaudited)
March 31, December 31, 1997 1996 --------------- -------------- ASSETS - ------ Real estate investments: Land..................................................... $ 3,240,113 $ 3,240,113 Buildings and improvements............................... 29,609,240 29,542,828 -------------- ------------- 32,849,353 32,782,941 Less: Accumulated depreciation and amortization......... (15,027,239) (14,661,016) -------------- ------------- 17,822,114 18,121,925 Asset held for sale......................................... 2,737,706 2,731,674 Cash and cash equivalents................................... 1,709,097 1,670,843 Cash segregated for security deposits....................... 179,057 167,645 Accounts receivable......................................... 327,957 317,152 Escrow deposits............................................. 445,334 425,750 Deferred borrowing costs, net of accumulated amortiz- ation of $170,942 and $153,724 at March 31, 1997 and December 31, 1996, respectively...................... 415,459 432,677 Prepaid expenses and other assets........................... 86,633 63,559 -------------- ------------- $ 23,723,357 $ 23,931,225 ============== ============= LIABILITIES AND PARTNERS' DEFICIT - --------------------------------- Mortgage notes payable, net................................. $ 21,720,040 $ 21,780,275 Mortgage note payable - affiliate........................... 733,900 733,900 Accounts payable and accrued expenses....................... 266,759 282,667 Accrued property taxes...................................... 326,927 347,845 Payable to affiliates....................................... 4,367,686 4,210,324 Advances from affiliates.................................... 749,663 735,253 Deferred gain on involuntary conversion..................... 66,879 66,879 Security deposits and deferred rental revenue............... 204,120 195,060 -------------- ------------- 28,435,974 28,352,203 -------------- ------------- Partners' deficit: Limited partners - 50,000 Units authorized; 47,086 and 47,288 Units outstanding at March 31, 1997 and December 31, 1996, respectively, (24,906 Current Income Units and 22,180 Growth/Shelter Units outstanding at March 31, 1997 and 24,949 Current Income Units and 22,339 Growth/Shelter Units outstanding at December 31,1996)....................... (4,347,879) (4,059,156) General Partner.......................................... (364,738) (361,822) -------------- ------------- (4,712,617) (4,420,978) -------------- ------------- $ 23,723,357 $ 23,931,225 ============== =============
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 XXI, L.P. STATEMENTS OF OPERATIONS (Unaudited)
Three Months Ended March 31, --------------------------------- 1997 1996 -------------- -------------- Revenue: Rental revenue ............................................ $ 1,607,301 $ 1,593,496 Interest ................................................... 18,501 22,049 ------------- ------------ Total revenue............................................. 1,625,802 1,615,545 ------------- ------------ Expenses: Interest.................................................... 513,851 513,916 Interest - affiliates....................................... 29,547 29,992 Depreciation and amortization............................... 366,223 402,714 Property taxes.............................................. 135,339 119,691 Personnel costs............................................. 209,193 207,192 Utilities................................................... 115,312 113,082 Repairs and maintenance..................................... 178,765 176,105 Property management fees -affiliates........................ 83,527 81,822 Other property operating expenses........................... 100,671 106,269 General and administrative.................................. 27,414 15,943 General and administrative - affiliates..................... 157,599 181,307 ------------- ------------- Total expenses............................................ 1,917,441 1,948,033 ------------- ------------- Net loss....................................................... $ (291,639) $ (332,488) ============= ============= Net loss allocable to limited partners - Current Income Unit......................................... $ (26,248) $ (29,923) Net loss allocable to limited partners - Growth/Shelter Unit......................................... (262,475) (299,239) Net loss allocable to General Partner.......................... (2,916) (3,326) ------------- -------------- Net loss....................................................... $ (291,639) $ (332,488) ============= ============= Net loss per limited partnership unit: Current Income Units........................................... $ (1.05) $ (1.20) ============= ============= Growth/Shelter Units........................................... $ (11.83) $ (13.40) ============= =============
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 XXI, L.P. STATEMENTS OF PARTNERS' DEFICIT (Unaudited) For the Three Months Ended March 31, 1997 and 1996
Total General Limited Partners' Partner Partners Deficit --------------- --------------- --------------- Balance at December 31, 1995.............. $ (350,551) $ (2,943,347) $ (3,293,898) Net loss General Partner........................ (3,326) - (3,326) Current Income Units................... - (29,923) (29,923) Growth/Shelter Units................... - (299,239) (299,239) ------------- ------------- ------------- Total net loss............................ (3,326) (329,162) (332,488) ------------- ------------- ------------- Balance at March 31, 1996................. $ (353,877) $ (3,272,509) $ (3,626,386) ============= ============= ============= Balance at December 31, 1996.............. $ (361,822) $ (4,059,156) $ (4,420,978) Net loss General Partner........................ (2,916) - (2,916) Current Income Units................... - (26,248) (26,248) Growth/Shelter Units................... - (262,475) (262,475) ------------- ------------- ------------- Total net loss............................ (2,916) (288,723) (291,639) ------------- ------------- ------------- Balance at March 31, 1997................. $ (364,738) $ (4,347,879) $ (4,712,617) ============= ============= =============
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 XXI, L.P. STATEMENTS OF CASH FLOWS (Unaudited) Increase in Cash and Cash Equivalents
Three Months Ended March 31, ------------------------------------------- 1997 1996 ------------------- ---------------- Cash flows from operating activities: Cash received from tenants........................ $ 1,586,353 $ 1,613,389 Cash paid to suppliers............................ (676,100) (585,662) Cash paid to affiliates........................... (83,764) (80,827) Interest received................................. 18,501 22,049 Interest paid..................................... (492,145) (433,560) Interest paid to affiliates....................... (12,221) (50,886) Property taxes paid............................... (164,733) (107,866) ----------------- -------------- Net cash provided by operating activities............ 175,891 376,637 ----------------- -------------- Cash flows from investing activities: Additions to real estate investments.............. (72,444) (106,643) ----------------- -------------- Cash flows from financing activities: Principal payments on mortgage notes payable......................................... (65,193) (59,810) ----------------- -------------- Net increase in cash and cash equivalents............ 38,254 210,184 Cash and cash equivalents at beginning of period............................................ 1,670,843 1,998,301 ----------------- -------------- Cash and cash equivalents at end of period........... $ 1,709,097 $ 2,208,485 ================= ==============
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 XXI, L.P. STATEMENTS OF CASH FLOWS (Unaudited) Reconciliation of Net Loss to Net Cash Provided by Operating Activities
Three Months Ended March 31, ----------------------------------------- 1997 1996 ----------------- ---------------- Net loss............................................. $ (291,639) $ (332,488) --------------- -------------- Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization..................... 366,223 402,714 Amortization of deferred borrowing costs.......... 17,218 15,919 Amortization of discounts on mortgage notes payable................................... 4,958 4,704 Accrued interest on advances from affiliates...... 14,410 14,686 Changes in assets and liabilities: Cash segregated for security deposits........... (11,412) 8,011 Accounts receivable............................. (10,805) 3,296 Escrow deposits................................. (19,584) 82,134 Prepaid expenses and other assets............... (23,074) 597 Accounts payable and accrued expenses........... (15,908) 6,046 Accrued property taxes.......................... (20,918) (25,463) Payable to affiliates........................... 157,362 182,302 Security deposits and deferred rental revenue....................................... 9,060 14,179 --------------- -------------- Total adjustments............................. 467,530 709,125 --------------- -------------- Net cash provided by operating activities............ $ 175,891 $ 376,637 =============== ==============
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 XXI, L.P. Notes to Financial Statements (Unaudited) March 31, 1997 NOTE 1. - ------- McNeil Real Estate Fund XXI, L.P. (the "Partnership"), formerly known as Southmark Realty Partners, Ltd., was organized on November 23, 1983 as a limited partnership under the provisions of the California Revised Limited Partnership Act to acquire and operate commercial and residential properties. The general partner of the Partnership is McNeil Partners, L.P. (the "General Partner"), a Delaware limited partnership, an affiliate of Robert A. McNeil ("McNeil"). The principal place of business for the Partnership and the General Partner is 13760 Noel Road, Suite 600, LB70, Dallas, Texas, 75240. In the opinion of management, the financial statements reflect all adjustments necessary for a fair presentation of the Partnership's financial position and results of operations. All adjustments were of a normal recurring nature. However, the results of operations for the three months ended March 31, 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 XXI, L.P., c/o The Herman Group, 2121 San Jacinto St., 26th Floor, Dallas, Texas 75201. NOTE 3. - ------- The accompanying financial statements have been prepared assuming that the Partnership will continue as a going concern. The Partnership has had to defer payment of payables to affiliates in order to meet its working capital needs. Additionally, in 1997, the mortgage notes payable secured by Wise County Plaza and Fort Meigs Plaza mature. The mortgage note payable - affiliate secured by Fort Meigs Plaza also matures in 1997. In addition to regularly scheduled debt service payments, balloon payments totaling approximately $9.7 million are due in 1997. Management expects to refinance these mortgage notes as they mature. However, if management is unable to refinance the mortgage notes as they mature, the Partnership will require other sources of cash. No such sources have been identified. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. NOTE 4. - ------- The Partnership pays property management fees equal to 5% of gross rental receipts for its residential properties 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 residential and commercial properties and leasing services for its residential properties. 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. 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 $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. The fee percentage decreases subsequent to 1999. Total accrued but unpaid asset management fees of $3,024,934 and $2,927,930 were outstanding at March 31, 1997 and December 31, 1996, respectively. The Partnership pays a disposition fee to an affiliate of the General Partner equal to 3% of the gross sales price for brokerage services performed in connection with the sale of the Partnership's properties. The fee is due and payable at the time the sale closes. In connection with the sales of Suburban Plaza and Wyoming Mall, total accrued but unpaid disposition fees of $346,050 were outstanding at March 31, 1997 and December 31, 1996. Prior to the restructuring of the Partnership, affiliates of the Original General Partner advanced funds to enable the Partnership to meet its working capital requirements. These advances were purchased by, and are now payable to, the General Partner. The total advances from affiliates at March 31, 1997 and December 31, 1996 consisted of the following: March 31, December 31, 1997 1996 ---------- ------------ Advances purchased by General Partner.............. $ 630,574 $ 630,574 Accrued interest payable........................... 119,089 104,679 --------- --------- $ 749,663 $ 735,253 ========= ========= Compensation and reimbursements paid to or accrued for the benefit of the General Partner and its affiliates are as follows: Three Months Ended March 31, ------------------------ 1997 1996 ---------- ---------- Property management fees........................... $ 83,527 $ 81,822 Charged to interest - affiliates: Interest on advances from affiliates.............. 14,410 14,687 Interest on mortgage note payable - affiliate..... 15,137 15,305 Charged to general and administrative -affiliates: Partnership administration....................... 60,595 83,647 Asset management fee............................. 97,004 97,660 --------- --------- $ 270,673 $ 293,121 ========= ========= Payable to affiliates at March 31, 1997 and December 31, 1996 consisted primarily of unpaid asset management fees, property management fees, disposition fees and partnership general and administrative expenses and are due and payable from current operations. NOTE 5. - ------- In March 1997, the lender on the Partnership's $733,900 mortgage note payable - affiliate secured by Fort Meigs Plaza extended the maturity of the note to September 1, 1997 from April 1, 1997. 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 a net loss for the first three months of 1997 of $291,639 as compared to $332,488 for the first three months of 1996. Revenues were $1,625,802 in 1997, as compared to $1,615,545 for the same period in 1996. Expenses decreased to $1,917,441 in 1997, from $1,948,033 in 1996. Net cash provided by operating activities was $175,891 for the first three months of 1997. The Partnership expended $72,444 for capital improvements and $65,193 for principal payments on its mortgage notes payable. Cash and cash equivalents increased by $38,254 for the first three months of 1997, leaving a balance of $1,709,097 at March 31, 1997. The Partnership has had little ready cash reserves since its inception. It has been largely dependent on affiliates to support its operations. Although no additional advances from affiliates were required during the first three months of 1997, at March 31, 1997 the Partnership owed affiliate advances of $749,663 and payables to affiliates for property management fees, Partnership general and administrative expenses, asset management fees and disposition fees totaling $4,367,686. RESULTS OF OPERATIONS - --------------------- Revenue: Total revenue increased by $10,257 for the first three months of 1997 as compared to the first three months of 1996. The increase was due to an increase in rental revenue, partially offset by a decrease in interest income, as discussed below. Rental revenue increased by $13,805 for the three months ended March 31, 1997 as compared to the same period in 1996. Rental revenue for all properties increased slightly during the first quarter of 1997, except at Evergreen Square Apartments where rental revenue decreased slightly due to a decline in occupancy to 83% at the end of March 1997 from 90% at the end of March 1996. In addition, in 1996 the Partnership received approximately $18,000 of rental revenue relating to a property which had previously been sold. No such income was received during the first three months of 1997. Interest income decreased by $3,548 for the three months ended March 31, 1997 as compared to the same period in 1996 due to a lower amount of cash available for short-term investment in 1997. The Partnership held $1.7 million of cash and cash equivalents at March 31, 1997 as compared to $2.2 million at March 31, 1996. Expenses: Total expenses decreased by $30,592 for the first three months of 1997 as compared to the same period in 1996. The decrease was mainly due to a decrease in general and administrative - affiliates, partially offset by an increase in property taxes and general and administrative expenses, as discussed below. Property taxes increased by $15,648 for the three months ended March 31, 1997 as compared to the same period in 1996. The increase was partially due to increased property taxes at Woodcreek and Evergreen Square Apartments. In addition, in 1996 the Partnership received an approximately $5,700 refund of prior years' property taxes relating to Bedford Green Apartments. No such refund was received in the first quarter of 1997. General and administrative expenses for the first three months of 1997 increased by $11,471 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. General and administrative - affiliates decreased by $23,708 for the three months ended March 31, 1997 as compared to the same period in 1996. The decrease was mainly due to a decrease in overhead expenses allocated to the Partnership by McREMI, which was partially due to investor services being performed by an unrelated third party in 1997, as discussed above. In addition there was a slight decrease in asset management fees as a result of a decrease in the tangible asset value of the Partnership, on which the fees are based. LIQUIDITY AND CAPITAL RESOURCES - ------------------------------- At March 31, 1997, the Partnership held cash and cash equivalents of $1,709,097. Cash of $175,891 was provided by operating activities during the first three months of 1997 as compared to $376,637 provided during the same period in 1996. The decrease in cash provided by operations in the first quarter of 1997 was mainly the result of an increase in cash paid to suppliers, interest paid and property taxes paid due to the timing of the payment of invoices. Cash used for additions to real estate investments totaled $72,444 for the first three months of 1997 as compared to $106,643 for the same period in 1996. A greater amount was spent in the first quarter of 1996 for replacement of siding at Governour's Square Apartments. Short-term liquidity For the remainder of 1997, present cash balances and operations of the properties are expected to provide sufficient cash for normal operating expenses, debt service payments and budgeted capital improvements. In 1997, the mortgage notes payable secured by Wise County Plaza and Fort Meigs Plaza mature. The mortgage note payable affiliate secured by Fort Meigs Plaza matured on April 1, 1997 and the maturity was extended to September, 1997. In addition to regularly scheduled debt service payments, balloon payments totaling approximately $9.7 million are due in 1997. Management expects to refinance these mortgage notes as they mature. However, if management is unable to refinance the mortgage notes as they mature, the Partnership will require other sources of cash. No such sources have been identified. The Partnership has no established lines of credit from outside sources. Although affiliates of the Partnership have previously funded cash deficits, there can be no assurance the Partnership will receive additional funds. Other possible actions to resolve cash deficiencies include refinancing, deferring major capital or repair expenditures on Partnership properties except where improvements are expected to enhance the competitiveness and marketability of the properties, deferring payables to or arranging financing from affiliates or the ultimate sale of Partnership properties. Long-term liquidity 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 to the limited partners by December 2001. In this regard, the Partnership has placed Fort Meigs Plaza on the market for sale. Operations of the Partnership's properties are expected to provide sufficient cash flow for operating expenses, debt service payments and capital improvements in the foreseeable future. The Partnership has significant mortgage maturities during 1997, and management expects to refinance these mortgage notes as they mature. If management is unable to refinance the mortgage notes as they mature, the Partnership will require other sources of cash. No such sources have been identified. These conditions raise substantial doubt about the Partnership's ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. Distributions To maintain adequate cash balances of the Partnership, distributions to Current Income Unit holders were suspended in 1989. There have been no distributions to Growth/Shelter Units holders. Distributions to Unit holders will remain suspended for the foreseeable future. The General Partner will continue to monitor the cash reserves and working capital needs of the Partnership to determine when cash flows will support distributions to the Unit holders. 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. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K - ------- -------------------------------- (a) Exhibits. Exhibit Number Description ------- ----------- 4. Amended and Restated Limited Partnership Agreement dated March 26, 1992. (Incorporated by reference to the Current Report of the Registrant on Form 8-K dated March 26, 1992, as filed on April 9, 1992). 11. Statement regarding computation of Net Income (Loss) per Limited Partnership Unit: Net income (loss) per limited partnership unit is computed by dividing net income (loss) allocated to the limited partners by the weighted average number of limited partnership units outstanding. Per unit information has been computed based on 24,906 and 24,949 Current Income Units outstanding in 1997 and 1996, respectively, and 22,180 and 22,339 Growth/Shelter Units outstanding in 1997 and 1996, respectively. 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. MCNEIL REAL ESTATE FUND XXI, 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 XXI, L.P. By: McNeil Partners, L.P., General Partner By: McNeil Investors, Inc., General Partner May 14, 1997 By: /s/ Ron K. Taylor - -------------- ------------------------------------------ Date Ron K. Taylor President and Director of McNeil Investors, Inc. (Principal Financial Officer) May 14, 1997 By: /s/ Carol A. Fahs - -------------- ------------------------------------------ Date Carol A. Fahs Vice President of McNeil Investors, Inc. (Principal Accounting Officer) EX-27 2
5 3-MOS DEC-31-1997 MAR-31-1997 1,709,097 0 327,957 0 0 0 32,849,353 (15,027,239) 23,723,357 0 22,453,940 0 0 0 (4,712,617) 23,723,357 1,607,301 1,625,802 822,807 1,189,030 185,013 0 543,398 (291,639) 0 (291,639) 0 0 0 (291,639) 0 0
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