-----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, G10LPLfBZYCZ39DFwtV6nbdH0I7wgPZ3wK34XwwyzVHEzM7B1U09Js9uWt4j1r4B wQ7dUvfBslYIgdMkRQJ/xA== 0000734761-99-000010.txt : 19991117 0000734761-99-000010.hdr.sgml : 19991117 ACCESSION NUMBER: 0000734761-99-000010 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990930 FILED AS OF DATE: 19991115 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: SEC FILE NUMBER: 000-13356 FILM NUMBER: 99752115 BUSINESS ADDRESS: STREET 1: 13760 NOEL RD,. SUITE 700, LB70 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 9724485800 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 quarterly period ended September 30, 1999 ------------------------------------------- OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________ to_____________ Commission file number 0-13356 ---------- 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 --- --- PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS - ------- -------------------- MCNEIL REAL ESTATE FUND XXI, L.P. BALANCE SHEETS (Unaudited)
September 30, December 31, 1999 1998 ------------- ------------- ASSETS - ------ Real estate investments: Land ..................................................... $ 1,842,544 $ 1,842,544 Buildings and improvements ............................... 22,928,723 22,468,887 ------------ ------------ 24,771,267 24,311,431 Less: Accumulated depreciation and amortization ......... (13,520,921) (12,611,818) ------------ ------------ 11,250,346 11,699,613 Cash and cash equivalents ................................... 1,457,534 1,253,238 Cash segregated for security deposits ....................... 151,042 181,524 Accounts receivable ......................................... 21,846 25,391 Escrow deposits ............................................. 416,851 470,958 Deferred borrowing costs, net of accumulated amortiz- ation of $305,338 and $255,111 at September 30, 1999 and December 31, 1998, respectively ............. 255,590 305,817 Prepaid expenses and other assets ........................... 57,886 35,922 ------------ ------------ $ 13,611,095 $ 13,972,463 ============ ============ LIABILITIES AND PARTNERS' DEFICIT - --------------------------------- Mortgage notes payable, net ................................. $ 12,220,609 $ 12,372,597 Accounts payable and accrued expenses ....................... 193,458 172,803 Accrued property taxes ...................................... 313,294 304,699 Payable to affiliates ....................................... 5,788,442 5,446,918 Security deposits and deferred rental revenue ............... 164,341 170,108 ------------ ------------ 18,680,144 18,467,125 ------------ ------------ Partners' deficit: Limited partners - 50,000 Units authorized; 46,898 and 46,948 Units outstanding at September 30, 1999 and December 31, 1998, respectively (24,863 Current Income Units and 22,035 Growth/ Shelter Units outstanding at September 30, 1999 and 24,863 Current Income Units and 22,085 Growth/ Shelter Units outstanding at December 31, 1998) ........ (4,700,746) (4,132,103) General Partner .......................................... (368,303) (362,559) ------------ ------------ (5,069,049) (4,494,662) ------------ ------------ $ 13,611,095 $ 13,972,463 ============ ============
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 Nine Months Ended September 30, September 30, ------------------------------- ------------------------------- 1999 1998 1999 1998 ----------- ----------- ----------- ----------- Revenue: Rental revenue ............................. $ 1,293,466 $ 1,292,514 $ 3,875,370 $ 4,394,825 Interest ................................... 17,833 14,508 40,309 47,420 Gain on sale of real estate ................ -- -- -- 863,350 ----------- ----------- ----------- ----------- Total revenue ............................ 1,311,299 1,307,022 3,915,679 5,305,595 ----------- ----------- ----------- ----------- Expenses: Interest ................................... 278,334 281,497 838,613 1,092,453 Interest - affiliates ...................... -- -- -- 137,371 Depreciation and amortization .............. 301,807 309,064 909,103 1,048,140 Property taxes ............................. 105,600 105,126 318,399 357,424 Personnel costs ............................ 188,427 195,270 599,590 580,916 Utilities .................................. 99,783 103,234 301,181 326,160 Repairs and maintenance .................... 188,681 197,069 545,594 560,181 Property management fees - affiliates ........................ 62,842 63,456 191,735 228,479 Other property operating expenses ................................. 69,446 91,108 226,290 276,917 General and administrative ................. 67,025 99,634 171,553 343,669 General and administrative - affiliates ............................... 130,888 151,035 388,008 483,169 ----------- ----------- ----------- ----------- Total expenses ........................... 1,492,833 1,596,493 4,490,066 5,434,879 ----------- ----------- ----------- ----------- Loss before extraordinary items ........................ (181,534) (289,471) (574,387) (129,284) Extraordinary items ........................... -- -- -- 1,816,152 ----------- ----------- ----------- ----------- Net income (loss) ............................. $ (181,534) $ (289,471) $ (574,387) $ 1,686,868 =========== =========== =========== =========== Net income (loss) allocable to: Current Income Unit ........................ $ (16,338) $ (26,053) $ (51,695) $ 151,818 Growth/Shelter Unit ........................ (163,381) (260,524) (516,948) 1,518,181 General Partner ............................ (1,815) (2,894) (5,744) 16,869 ----------- ----------- ----------- ----------- Net income (loss) ............................. $ (181,534) $ (289,471) $ (574,387) $ 1,686,868 =========== =========== =========== =========== Net income (loss) per limited partnership unit: Current Income Unit Holders: Loss before extraordinary items ...................... $ (.66) $ (1.04) $ (2.08) $ (.46) Extraordinary items ........................ -- -- -- 6.57 ----------- ----------- ----------- ----------- Net income (loss) .......................... $ (.66) $ (1.04) $ (2.08) $ 6.11 =========== =========== =========== =========== Growth/Shelter Unit Holders: Loss before extraordinary items ...................... $ (7.41) $ (11.80) $ (23.46) $ (5.27) Extraordinary items ........................ -- -- -- 74.01 ----------- ----------- ----------- ----------- Net income (loss) .......................... $ (7.41) $ (11.80) $ (23.46) $ 68.74 =========== =========== =========== ===========
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 Nine Months Ended September 30, 1999 and 1998
Total General Limited Partners' Partner Partners Deficit ----------- ------------ ------------ Balance at December 31, 1997........... $ (376,608) $(5,522,974) $(5,899,582) Net income General Partner .................... 16,869 -- 16,869 Current Income Units ............... -- 151,818 151,818 Growth/Shelter Units ............... -- 1,518,181 1,518,181 --------- ----------- ----------- Total net income ...................... 16,869 1,669,999 1,686,868 --------- ----------- ----------- Balance at September 30, 1998 ......... $ (359,739) $(3,852,975) $(4,212,714) ========== =========== =========== Balance at December 31, 1998 .......... $ (362,559) $(4,132,103) $(4,494,662) Net loss General Partner .................... (5,744) -- (5,744) Current Income Units ............... -- (51,695) (51,695) Growth/Shelter Units ............... -- (516,948) (516,948) ---------- ----------- ----------- Total net loss ........................ (5,744) (568,643) (574,387) ---------- ----------- ----------- Balance at September 30, 1999 ......... $ (368,303) $(4,700,746) $(5,069,049) ========== =========== ===========
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 (Decrease) in Cash and Cash Equivalents
Nine Months Ended September 30, -------------------------------- 1999 1998 ------------ ------------ Cash flows from operating activities: Cash received from tenants ........................... $ 3,889,382 $ 4,427,771 Cash paid to suppliers ............................... (1,756,178) (2,067,593) Cash paid to affiliates .............................. (238,219) (234,298) Interest received .................................... 40,309 47,420 Interest paid ........................................ (772,985) (888,130) Interest paid to affiliates .......................... -- (407,432) Property taxes paid and escrowed ..................... (329,706) (419,753) ----------- ----------- Net cash provided by operating activities ............... 832,603 457,985 ----------- ----------- Cash flows from investing activities: Additions to real estate investments ................. (459,836) (284,204) Proceeds from disposition of real estate ............. -- 3,698,365 ----------- ----------- Net cash provided by (used in) investing activities ..... (459,836) 3,414,161 ----------- ----------- Cash flows from financing activities: Principal payments on mortgage notes payable ............................................ (168,471) (171,491) Principal payments on mortgage notes payable - affiliate ................................ -- (5,482) Retirement of mortgage notes payable - affiliate .......................................... -- (3,534,157) Repayment of advances from affiliates ................ -- (630,574) ----------- ----------- Net cash used in financing activities ................... (168,471) (4,341,704) ----------- ----------- Net increase (decrease) in cash and cash equivalents ................................... 204,296 (469,558) Cash and cash equivalents at beginning of period ............................................... 1,253,238 1,817,585 ----------- ----------- Cash and cash equivalents at end of period .............. $ 1,457,534 $ 1,348,027 =========== ===========
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 Income (Loss) to Net Cash Provided by Operating Activities
Nine Months Ended September 30, ------------------------------- 1999 1998 ------------ ----------- Net income (loss) .................................... $ (574,387) $ 1,686,868 ----------- ----------- Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization ..................... 909,103 1,048,140 Amortization of deferred borrowing costs .......... 50,227 46,888 Amortization of discounts on mortgage notes payable ................................... 16,483 15,666 Accrued interest on advances from affiliates ...... -- (164,407) Gain on sale of real estate ....................... -- (863,350) Extraordinary items ............................... -- (1,816,152) Changes in assets and liabilities: Cash segregated for security deposits ........... 30,482 (24,432) Accounts receivable ............................. 3,545 85,750 Escrow deposits ................................. 54,107 66,596 Prepaid expenses and other assets ............... (21,964) 4,819 Accounts payable and accrued expenses ........... 20,655 (30,009) Accrued property taxes .......................... 8,595 (59,693) Payable to affiliates ........................... 341,524 477,350 Security deposits and deferred rental revenue ....................................... (5,767) (16,049) ----------- ----------- Total adjustments ............................. 1,406,990 (1,228,883) ----------- ----------- Net cash provided by operating activities ............ $ 832,603 $ 457,985 =========== ===========
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) September 30, 1999 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 nine months ended September 30, 1999 are not necessarily indicative of the results to be expected for the year ending December 31, 1999. NOTE 2. - ------- The financial statements should be read in conjunction with the financial statements contained in the Partnership's Annual Report on Form 10-K for the year ended December 31, 1998, and the notes thereto, as filed with the Securities and Exchange Commission, which is available upon request by writing to McNeil Real Estate Fund XXI, L.P., c/o McNeil Real Estate Management, Inc., Investor Services, 13760 Noel Road, Suite 600, LB70, Dallas, Texas 75240. NOTE 3. - ------- Certain reclassifications have been made to prior period amounts to conform with the current period presentation. 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. Total accrued but unpaid Partnership general and administration fees of $1,604,537 and $1,443,393 were outstanding at September 30, 1999 and December 31, 1998, respectively. 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 to .75% in 2000, .50% in 2001 and .25% thereafter. Total accrued but unpaid asset management fees of $3,817,203 and $3,636,836 were outstanding at September 30, 1999 and December 31, 1998, respectively. The Partnership pays a disposition fee to 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 September 30, 1999 and December 31, 1998. In connection with the sale of Fort Meigs Plaza, the General Partner waived its right to receive a disposition fee, which would have totaled $114,000. 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 were payable to, the General Partner. These advances totaling $630,574, and accrued interest of $182,091, were repaid in full in April 1998. Compensation and reimbursements paid to or accrued for the benefit of the General Partner and its affiliates are as follows:
Nine Months Ended September 30, ------------------------ 1999 1998 -------- -------- Property management fees ............................. $191,735 $228,479 Charged to interest - affiliates: Interest on advances from affiliates .............. -- 17,684 Interest on mortgage notes payable - affiliate .... -- 119,687 Charged to general and administrative -affiliates: Partnership administration ........................ 184,546 210,373 Asset management fee .............................. 203,462 272,796 -------- -------- $579,743 $849,019 ======== ========
Payable to affiliates at September 30, 1999 and December 31, 1998 consisted primarily of unpaid asset management fees, property management fees, disposition fees and partnership general and administrative expenses and is due and payable from current operations. The mortgage notes payable - affiliate secured by Fort Meigs Plaza were repaid in full when the property was sold in April 1998. See Note 5. NOTE 5. - ------- On April 20, 1998, the Partnership sold Fort Meigs Plaza Shopping Center, located in Perrysburg, Ohio, to an unaffiliated purchaser for a cash purchase price of $3,800,000. Cash proceeds from the sale, after payment of prorated rents and property taxes, were used to repay the mortgage notes payable to McNeil Real Estate Fund XX, L.P. ("Fund XX"), an affiliate. Cash proceeds, as well as the gain on sale, are detailed on the following page.
Gain Cash on Sale Proceeds ------------ ------------- Sales price.......................................... $ 3,800,000 $ 3,800,000 Selling costs........................................ (101,635) (101,635) Straight-line rents receivable written off........... (28,979) Prepaid leasing commissions written off.............. (10,048) Carrying value....................................... (2,795,988) ------------ ------------ Gain on sale of real estate.......................... $ 863,350 ============ Proceeds from sale................................... 3,698,365 Prorated rents and property taxes paid at closing........................................... (83,012) Repayment of mortgage notes payable to Fund XX and related accrued interest.............. (3,615,353) ----------- Net cash proceeds.................................... $ -- ===========
The Partnership recognized a $190,437 extraordinary gain on repayment of the mortgage notes payable to Fund XX, as follows: First lien mortgage note payable - affiliate......... $ 2,990,694 Second lien mortgage note payable - affiliate........ 733,900 Accrued interest payable .......................... 81,196 ------------- Total principal and interest payable to Fund XX ....................................... 3,805,790 Cash for repayment in full of principal and interest payable to Fund XX....................... (3,615,353) ------------- Extraordinary gain on repayment of mortgage notes payable - affiliate......................... $ 190,437 ============= Under the terms of its partnership agreement, the Partnership normally pays a disposition fee to 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 sale of Fort Meigs Plaza, the General Partner waived its right to receive such fee, which would have totaled $114,000. NOTE 6. - ------- The mortgage notes payable secured by Wise County Plaza matured on August 1, 1997 and the Partnership was unable to negotiate a modification and extension of the loans. On May 29, 1998, Wise County Plaza was foreclosed on by the lender in full settlement of the mortgage indebtedness secured by the property. In connection with this transaction, the Partnership recognized an extraordinary gain on retirement of mortgage note payable as set forth on the following page. Estimated fair value of real estate.................. $ 4,535,814 Accounts receivable written off...................... (61,910) Prepaid expenses written off......................... (10,855) Accrued property taxes written off................... 20,335 Deferred rental revenue written off.................. 750 Carrying value ..................................... (4,484,134) ------------ Gain on disposition ............................. $ -- ============ Amount of mortgage note payable settled.............. $ 5,957,419 Amount of accrued interest payable settled........... 222,172 Escrow deposits applied .......................... (18,062) Estimated fair value of real estate.................. (4,535,814) ------------ Extraordinary gain on repayment of mortgage note payable ..................................... $ 1,625,715 ============ NOTE 7. - ------- On June 24, 1999, the Partnership and 18 affiliated partnerships, collectively (the "Partnerships"), the General Partner, McNeil Investors, Inc., McNeil Real Estate Management, Inc. ("McREMI"), McNeil Summerhill, Inc. and Robert A. McNeil entered into a definitive acquisition agreement (the "Master Agreement") with WXI/McN Realty L.L.C. ("Newco"), an affiliate of Whitehall Street Real Estate Limited Partnership XI, a real estate investment fund managed by Goldman, Sachs & Co., whereby Newco and its subsidiaries will acquire the Partnerships. The Master Agreement provides that the Partnerships will be merged with subsidiaries of Newco. The Master Agreement also provides for the acquisition by Newco and its subsidiaries of the assets of McREMI. The aggregate consideration in the transaction, including the assumption or prepayment of all outstanding mortgage debt of the Partnerships, is approximately $644,440,000. Pursuant to the terms of the Master Agreement, the limited partners in the Partnership will receive cash on the closing date of the transaction (the "Closing Date") in exchange for their limited partnership interests. In addition, the Partnership will declare a special distribution to its limited partners on the Closing Date equal to its then positive net working capital balance, if any. The estimated aggregate consideration and net working capital distribution to be received per unit of limited partnership interest in the Partnership were estimated as $99 (Current Income Units only). The above estimates of the Partnership per unit estimated merger consideration and working capital distribution and the interest of McNeil Partners, L.P. are based upon, among other things, the balance sheet of the Partnership as of March 31, 1999, adjusted for intangible assets, non-cash liabilities, transaction expenses and the McNeil Partners, L.P. interest in the Partnership. Actual amounts, including the estimate allocable to McNeil Partners, L.P., will vary with the performance of the Partnership and McNeil Partners, L.P. through the closing date. The above estimated merger consideration and special working capital distribution will be adjusted at closing to reflect the then working capital position of the Partnership. On the Closing Date, the General Partner of the Partnership, will receive an equity interest in Newco in exchange for its contribution to Newco of the general partnership interests in the Partnerships, the limited partnership interests in Fairfax Associates II L.P. and McNeil Summerhill Associates and the assets of McREMI. The Partnership's participation in the transaction is subject to, among other conditions, the approval by a majority of the limited partners of the Partnership. In some circumstances, as defined in the Master Agreement, the Partnerships may be subject to a break-up fee, up to an aggregate maximum of $18,000,000, if the Master Agreement is terminated with respect to one or more of the Partnerships. In the case of termination of the Master Agreement in these circumstances, each of the Partnerships with respect to which the Master Agreement has been terminated will be severally, but not jointly, liable for payment to Newco of its respective break-up fee. The break-up fee ratably calculated for the Partnership is $575,226. All previous costs associated with this transaction had been allocated among the Partnerships and McREMI based on the relative number of properties contained therein. On June 24, 1999, a fairness opinion (the "Fairness Opinion") was rendered by Robert A. Stanger & Co., Inc., an independent financial advisor, to the effect that the aggregate consideration to be paid for the general partnership interests and limited partnership interests in all of the Partnerships and the assets of McREMI is fair from a financial point of view to the holders of each class of limited partnership interests. Based on the relative values as set forth in the Fairness Opinion, the Partnership recorded an adjustment to general and administrative expenses and prepaid expenses and other assets during the second quarter of 1999 in the amount of $(293,841) to reflect the reallocation of previously paid transaction costs among the Partnerships and McREMI. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND - ------- --------------------------------------------------------------- RESULTS OF OPERATIONS --------------------- FINANCIAL CONDITION - ------------------- Fort Meigs Plaza Shopping Center was sold on April 20, 1998. Wise County Plaza Shopping Center was foreclosed on by the lender on May 29, 1998. There has been no significant change in the operations of the remainder of the Partnership's properties since December 31, 1998. The Partnership reported a net loss for the first nine months of 1999 of $574,387, as compared to net income of $1,686,868 for the first nine months of 1998. Revenues decreased to $3,915,679 in the first nine months of 1999 from $5,305,595 for the first nine months of 1998, while expenses decreased to $4,490,066 for the nine months ended September 30, 1999 from $5,434,879 for the same period in 1998. Net cash provided by operating activities was $832,603 for the first nine months of 1999. The Partnership expended $459,836 for capital improvements and $168,471 for regularly scheduled principal payments on its mortgage notes payable. Cash and cash equivalents increased by $204,296 in the first nine months of 1999, leaving a balance of $1,457,534 at September 30, 1999. The Partnership has had little ready cash reserves since its inception. It has been largely dependent on deferring affiliate payables in order to support its operations. At September 30, 1999, the Partnership owed payables to affiliates for property management fees, Partnership general and administrative expenses, asset management fees and disposition fees totaling $5,788,442. RECENT DEVELOPMENTS - ------------------- On June 24, 1999, McNeil Partners, L.P. (the General Partner of the Partnership) and WXI/McN Realty L.L.C., an affiliate of Whitehall Street Real Estate Limited Partnership XI ("Whitehall"), a real estate investment fund managed by Goldman, Sachs & Co., announced that they have entered into a definitive acquisition agreement whereby the Whitehall affiliate will acquire by merger nineteen real estate limited partnerships operated by McNeil Partners, L.P. and Robert A. McNeil. The limited partnerships involved are the Partnership and McNeil Real Estate Funds IX, X, XI, XII, XIV, XV, XX, XXII, XXIII, XXIV, XXV, XXVI and XXVII, Hearth Hollow Associates, McNeil Midwest Properties I, L.P., Regency North Associates, Fairfax Associates and McNeil Summerhill (collectively, the "Partnerships"). The Partnerships (other than Fairfax Associates and McNeil Summerhill which are wholly-owned by Robert A. McNeil and related parties) will be merged with subsidiaries of WXI/McN Realty L.L.C. The acquisition agreement also provides for the acquisition by WXI/McN Realty L.L.C. of the assets of McNeil Real Estate Management, Inc. ("McREMI"). The aggregate consideration in the transaction, including all outstanding mortgage debt of the Partnerships, is approximately $644,440,000. Pursuant to the terms of the acquisition agreement, the limited partners in each of the Partnerships (other than those wholly-owned by Robert A. McNeil) will receive cash on the closing date of the transaction in exchange for their limited partnership interests. In addition, each Partnership will make a special distribution to its limited partners on the closing date of the transaction equal to its then net positive working capital balance. McNeil Partners, L.P. will receive an equity interest in WXI/McN Realty L.L.C. in exchange for its contribution of its general partnership interests in the Partnerships, the limited partnership interests in its wholly-owned Partnerships and the assets of McREMI. The proposed transaction follows an extensive marketing effort by PaineWebber Incorporated, exclusive financial advisor to the Partnerships. The transaction has been unanimously approved by the Board of Directors of McNeil Investors, Inc., the general partner of McNeil Partners, L.P., the general partner of each of the Partnerships other than Regency North Associates, Fairfax Associates and McNeil Summerhill. The respective general partners of Regency North Associates, Fairfax Associates and McNeil Summerhill also have approved the transaction. The Board of Directors of McNeil Investors, Inc. based its approval upon, among other things, the recommendation of a Special Committee of the Board, appointed at the beginning of the discussions with Whitehall to represent the interests of holders of limited partnership interests in each of the Partnerships. In addition, the Special Committee and the Board relied upon fairness opinions given by Robert A. Stanger & Co., Inc. ("Stanger & Co."), an independent financial advisor to the Partnerships, to the effect that the aggregate consideration is fair to the holders of each class of limited partnership interests in each of the Partnerships. The Special Committee's recommendation was also based upon the separate opinions of Eastdil Realty Company ("Eastdil"), the independent financial advisor to the Special Committee. Stanger & Co. and Eastdil have each also rendered an opinion that the aggregate consideration to be paid for the general partnership interests and limited partnership interests in all of the Partnerships and the assets of McREMI is fair from a financial point of view to the holders of each class of limited partnership interests in each of the Partnerships. Each of the Partnerships' participation in the transaction is subject to, among other conditions, the approval by a majority of the limited partners of the respective Partnerships. The approval of the limited partners of the Partnerships will be sought at meetings to be held in the coming months after the filing of proxy statements with the Securities and Exchange Commission with respect to the publicly traded Partnerships, and the subsequent mailing of proxy statements to the limited partners. Preliminary proxy statements were filed with the SEC on August 3, 1999 and amended proxy statements were filed September 30, 1999, October 21, 1999 and November 10, 1999. The aggregate consideration in the transaction has been allocated preliminarily among the general partnership interests and the limited partnership interests in each of the Partnerships and McREMI, based upon an allocation analysis prepared by Stanger & Co. and confirmed by Eastdil. Based upon this allocation analysis and the fairness opinions rendered by Stanger & Co. and Eastdil, the Special Committee, the Board of Directors of McNeil Investors, Inc., the respective general partners of Regency North Associates, Fairfax Associates and McNeil Summerhill have each unanimously approved the allocation of the aggregate consideration. The estimated aggregate consideration and working capital distribution to be received per unit of limited partnership interest of the Partnership were estimated as $99 (Current Income Units only). McNeil Partners, L.P. will contribute its real estate investment and management company business to a subsidiary of WXI/McN Realty, L.L.C., along with its general partnership interests in the Partnerships and its limited partnership interests in the wholly-owned Partnerships, having an aggregate allocated value, as determined by Stanger & Co., of approximately $58,640,000, of which approximately $29,400,000 reflects balances due to McNeil Partners, L.P. and McREMI as reflected on the Partnerships' financial statements as of March 31, 1999. The above estimates of the Partnership per unit estimated merger consideration and working capital distribution and the interest of McNeil Partners, L.P. are based upon, among other things, the balance sheet of the Partnership as of March 31, 1999, adjusted for intangible assets, non-cash liabilities, transaction expenses and the McNeil Partners, L.P. interest in the Partnership. Actual amounts, including the estimate allocable to McNeil Partners, L.P., will vary with the performance of the Partnership and McNeil Partners, L.P. through the closing date. The above estimated merger consideration and special working capital distribution will be adjusted at closing to reflect the then working capital position of the Partnership. Whitehall is a $2.26 billion equity fund and is the seventh in a series of funds sponsored and capitalized by Goldman, Sachs & Co. and its affiliates, along with public and private investors, to acquire real estate worldwide. RESULTS OF OPERATIONS - --------------------- Revenue: Total revenue increased by $4,277 and decreased by $1,389,916 for the three and nine months ended September 30, 1999, respectively, as compared to the same periods in 1998, as discussed below. Rental revenue for the three and nine months ended September 30, 1999 increased by $952 and decreased by $519,455, respectively, in relation to the same periods in the prior year. Excluding rental revenue from Fort Meigs Plaza and Wise County Plaza, which were disposed of in 1998, rental revenue increased by $6,626 and $48,088 for the three and nine months ending September 30, 1999, respectively, as compared to the same periods in 1998. Rental revenue increased by approximately $29,000, $25,000, $17,000 and $14,000 at Woodcreek, Governour's Square, Breckenridge, and Bedford Green Apartments, respectively, mainly due to an increase in rental rates charged to tenants. This increase in rental revenues was partially offset by an approximately $35,000 decrease in rental revenue at Evergreen Square Apartments due to a decrease in occupancy at the property. Interest income increased by $3,325 and decreased by $7,111 for the three and nine months ended September 30, 1999, respectively, in relation to the comparable periods in 1998. The overall decrease was mainly due to a greater average amount of cash and cash equivalents held by the Partnership in the first half of 1998. In the second quarter of 1998, the Partnership recognized a $863,350 gain on the sale of Fort Meigs Plaza Shopping Center as further discussed in Item 1, Note 5. No such gain was recognized in the first nine months of 1999. Expenses: Total expenses decreased by $103,660 and $944,813 for the three and nine months ended September 30, 1999, respectively, as compared to the same periods in 1998. Excluding the sale of Fort Meigs Plaza and the foreclosure of Wise County Plaza in 1998, total expenses decreased by $75,562 and $222,726 during the same three and nine month periods. This decrease in expenses was mainly due to decreases in interest - affiliates, general and administrative and general and administrative - - affiliates, as discussed below. Interest expense for the three and nine months ended September 30, 1999 decreased by $3,163 and $253,840, respectively, in relation to the same periods in the prior year. The decrease was mainly due to the foreclosure of Wise County Plaza in May 1998. Interest - affiliates decreased by $137,371 for the nine months ended September 30, 1999, as compared to September 30, 1998. The decrease was mainly the result of the April 1998 payoff of the affiliate loans secured by Fort Meigs Plaza. Additionally, in April 1998 the Partnership repaid $630,574 of interest-bearing advances from affiliates ($17,684 of interest was recorded on these advances in the first nine months of 1998). In the three and nine months ended September 30, 1999, depreciation and amortization decreased by $7,257 and $139,037, property management fees - affiliates decreased by $614 and $36,744 and other property operating expenses decreased by $21,662 and $50,627, respectively, as compared to the same periods in 1998. These decreases were mainly attributable to Fort Meigs Plaza and Wise County Plaza, which were disposed of in 1998. Property taxes for the three and nine months ended September 30, 1999 increased by $474 and decreased by $39,025, respectively, as compared to the same periods in 1998 due to the disposition of Fort Meigs Plaza and Wise County Plaza. General and administrative expenses decreased by $32,609 and $172,116 for the three and nine months ended September 30, 1999, respectively, as compared to the same periods in the prior year. The decrease was mainly due to a $(293,841) reallocation of previously paid transaction costs among the Partnerships and McREMI in the second quarter of 1999 (see Item 1, Note 7), partially offset by an increase in costs related to this transaction in the first half of 1999. For the three and nine months ended September 30, 1999, general and administrative - affiliates decreased by $20,147 and $95,161, respectively, as compared to the same periods in 1998. The decrease was mainly due to a decrease in asset management fees due to a decline in the tangible asset value of the Partnership, on which the fees are based, as a result of the disposition of Fort Meigs Plaza and Wise County Plaza in 1998. In addition, there was a decrease in overhead expenses allocated to the Partnership by McREMI. The amount of expenses allocated by McREMI is partly a function of the number of properties the Partnership owns, which decreased in 1999 due to the disposition of Fort Meigs Plaza and Wise County Plaza in 1998. LIQUIDITY AND CAPITAL RESOURCES - ------------------------------- At September 30, 1999, the Partnership held cash and cash equivalents of $1,457,534. Cash of $832,603 was provided by operating activities during the first nine months of 1999 as compared to $457,985 provided during the same period in 1998. Excluding cash provided by operations of Fort Meigs Plaza which was sold in April 1998 and Wise County Plaza which was foreclosed on in May 1998, cash provided by operating activities increased by $452,741 in the first nine months of 1999. The increase was partially due to a decrease in interest paid to affiliates. The Partnership paid $182,091 of interest accrued on affiliate advances in the first half of 1998. Cash received from tenants increased due to an increase in rental revenue and security deposits collected from tenants in 1999. In addition, there was a decrease in cash paid to suppliers in 1999 due to a decline in general and administrative expenses, as previously discussed. Cash used for additions to real estate investments totaled $459,836 for the first nine months of 1999 as compared to $284,204 for the same period in 1998. A greater amount was expended in 1999 for windows at Governour's Square Apartments, repaving of the parking lot at Woodcreek Apartments and replacement of roofs and exterior carpentry at Evergreen Square Apartments. In April 1998, the Partnership received $3,698,365 in proceeds from the disposition of Fort Meigs Plaza, $3,534,157 of which was used to pay off the principal balance of its mortgage notes payable - affiliate. The Partnership repaid $630,574 of advances from affiliates in the first nine months of 1998. No such advances were repaid during the first nine months of 1999. Short-term liquidity In 1999, 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. The Partnership has no established lines of credit from outside sources. Although affiliates of the Partnership have previously funded cash deficits, affiliates are not obligated to advance funds to the Partnership and 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. For the Partnership as a whole, management projects positive cash flow from operations in 1999. The Partnership has budgeted approximately $1,017,000 for necessary capital improvements for all properties in 1999, which are expected to be funded from available cash reserves or from operations of the properties. Additional efforts to maintain and improve Partnership liquidity have included continued attention to property management activities. The objective has been to obtain maximum occupancy rates while holding expenses to levels necessary to maximize cash flows. The Partnership has made capital expenditures on its properties where improvements were expected to increase the competitiveness and marketability of the properties. Long-term liquidity 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's working capital needs have been supported by deferring certain affiliate payables. The Partnership owed payables to affiliates for property management fees, Partnership general and administrative expenses, asset management fees and disposition fees totaling $5,788,442 at September 30, 1999. See "Recent Developments" above. 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. Forward-Looking Information Within this document, certain statements are made as to the expected occupancy trends, financial condition, results of operations, and cash flows of the Partnership for periods after September 30, 1999. All of these statements are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are not historical and involve risks and uncertainties. The Partnership's actual occupancy trends, financial condition, results of operations, and cash flows for future periods may differ materially due to several factors. These factors include, but are not limited to, the Partnership's ability to control costs, make necessary capital improvements, negotiate sales or refinancings of its properties, and respond to changing economic and competitive factors. YEAR 2000 DISCLOSURE - -------------------- State of readiness - ------------------ The year 2000 problem is the result of computer programs being written using two digits rather than four to define the applicable year. Any programs that have time-sensitive software may recognize a date using "00" as the year 1900 rather than the year 2000. This could result in major systems failure or miscalculations. Management has assessed its information technology ("IT") infrastructure to identify any systems that could be affected by the year 2000 problem. The IT used by the Partnership for financial reporting and significant accounting functions was made year 2000 compliant during recent systems conversions. The software utilized for these functions is licensed by third party vendors who have warranted that their systems are year 2000 compliant. Management is in the process of evaluating the mechanical and embedded technological systems at the various properties. Management has inventoried all such systems and queried suppliers, vendors and manufacturers to determine year 2000 compliance. Based on this review, management believes these systems are substantially compliant. In circumstances of non-compliance management will work with the vendor to remedy the problem or seek alternative suppliers who will be in compliance. Management believes that the remediation of any outstanding year 2000 conversion issues will not have a material or adverse effect on the Partnership's operations. However, no estimates can be made as to the potential adverse impact resulting from the failure of third party service providers and vendors to be year 2000 compliant. Cost - ---- The cost of IT and embedded technology systems testing and upgrades is not expected to be material to the Partnership. Because all the IT systems have been upgraded over the last three years, all such systems were compliant, or made compliant at no additional cost by third party vendors. Management anticipates the costs of assessing, testing, and if necessary replacing embedded technology components will be less than $50,000. Such costs will be funded from operations of the Partnership. Risks - ----- Ultimately, the potential impact of the year 2000 issue will depend not only on the corrective measures the Partnership undertakes, but also on the way in which the year 2000 issue is addressed by government agencies and entities that provide services or supplies to the Partnership. Management has not determined the most likely worst case scenario to the Partnership. As management studies the findings of its property systems assessment and testing, management will develop a better understanding of what would be the worst case scenario. Management believes that progress on all areas is proceeding and that the Partnership will experience no adverse effect as a result of the year 2000 issue. However, there is no assurance that this will be the case. Contingency plans - ----------------- Management is developing contingency plans to address potential year 2000 non-compliance of IT and embedded technology systems. Management believes that failure of any IT system could have an adverse impact on operations. However, management believes that alternative systems are available that could be utilized to minimize such impact. Management believes that any failure in the embedded technology systems could have an adverse impact on that property's performance. Management has assessed these risks and expects to have contingency plans in place by December 31, 1999 for any material potential failures. PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS - ------- ----------------- 1) James F. Schofield, Gerald C. Gillett, Donna S. Gillett, Jeffrey Homburger, Elizabeth Jung, Robert Lewis, and Warren Heller et al. v. McNeil Partners L.P., McNeil Investors, Inc., McNeil Real Estate Management, Inc., Robert A. McNeil, Carole J. McNeil, McNeil Pacific Investors Fund 1972, Ltd., McNeil Real Estate Fund IX, Ltd., McNeil Real Estate Fund X, Ltd., McNeil Real Estate Fund XI, Ltd., McNeil Real Estate Fund XII, Ltd., McNeil Real Estate Fund XIV, Ltd., McNeil Real Estate Fund XV, Ltd., McNeil Real Estate Fund XX, L.P., McNeil Real Estate Fund XXI, L.P., McNeil Real Estate Fund XXII, L.P., McNeil Real Estate Fund XXIII, L.P., McNeil Real Estate Fund XXIV, L.P., McNeil Real Estate Fund XXV, L.P., McNeil Real Estate Fund XXVI, L.P., and McNeil Real Estate Fund XXVII, L.P., Hearth Hollow Associates, McNeil Midwest Properties I, L.P. and Regency North Associates, L.P., - Superior Court of the State of California for the County of Los Angeles, Case No. BC133799 (Class and Derivative Action Complaint). The action involves purported class and derivative actions brought by limited partners of each of the limited partnerships that were named as nominal defendants as listed above (the "Partnerships"). Plaintiffs allege that McNeil Investors, Inc., its affiliate McNeil Real Estate Management, Inc. ("McREMI") 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. The Court granted Defendants' demurrer, dismissing the consolidated and amended complaint with leave to amend. On October 31, 1997, the Plaintiffs filed a second consolidated and amended complaint. The case was stayed pending settlement discussions. Because the settlement contemplated a transaction which included all of the Partnerships and plaintiffs claimed that an effort should be made to sell all of the Partnerships, in or around September 1998, plaintiffs filed a third consolidated and amended complaint which included allegations with respect to the Partnerships which had not been named in previously filed complaints. On September 15, 1998, the parties signed a Stipulation of Settlement. For purposes of settlement, the parties stipulated to a class comprised of all owners of limited partner units in the Partnerships during the period beginning June 21, 1991, the earliest date that proxy materials began to be issued in connection with the restructuring of the Partnerships, through September 15, 1998. As structured, the Stipulation of Settlement provided for the payment of over $35 million in distributions and the commitment to market the Partnerships for sale, together with McREMI, through a fair and impartial bidding process overseen by a national investment banking firm. To ensure the integrity of that process, defendants agreed, among other things, to involve plaintiffs' counsel in oversight of that process, and plaintiffs' counsel retained an independent advisor to represent the interests of limited partners of the Partnerships in the event of a transaction. The transaction described in Item 2 - Recent Developments is a result of that process. The settlement was not conditioned on the consummation of this transaction. On October 6, 1998, the court gave preliminary approval to the settlement. It granted final approval to the settlement on July 8, 1999 and entered a Final Order and Judgment dismissing the consolidated action with prejudice. As a condition of final approval, the court requested, and the parties agreed to, a slight modification of the release in the Stipulation of Settlement with respect to future claims. Plaintiffs' counsel intends to seek an order awarding attorneys' fees and reimbursing their out-of-pocket expenses in an amount which is as yet undetermined. Fees and expenses shall be allocated amongst the Partnerships on a pro rata basis, based upon tangible asset value of each such partnership, less total liabilities, calculated in accordance with the Amended Partnership Agreements for the quarter most recently ended. A Notice of Appeal was filed September 3, 1999 by High River Limited Partnership, Unicorn Associates Corporation and Longacre Corporation. 2) High River Limited Partnership, Unicorn Associates Corporation and Longacre Corporation, et al. v. McNeil Partners, L.P. ("MPLP"), McNeil Investors, Inc., McNeil Real Estate Management, Inc. (McREMI"), Robert A. McNeil and Carole J. McNeil, - Supreme Court of the State of New York, County of New York, - Index No. 99 603526. On July 23, 1999, High River and two other affiliates of Carl C. Icahn (Unicorn Associates Corporation and Longacre Corporation), filed a complaint for damages in the Supreme Court of the State of New York, County of New York. Plaintiffs allege that the defendants improperly interfered with tender offers made by High River for limited partner units in the Partnership and other affiliated partnerships in which MPLP serves as General Partner (the "McNeil Partnerships"), by, among other things, filing purportedly frivolous litigation to delay High River's offers, issuing purportedly false and misleading statements opposing the offers and purportedly forcing High River itself to file litigation to enforce its rights. High River also alleges that as a result the defendants caused High River to incur undue expense and that the defendants ultimately prevented High River from acquiring a greater number of limited partner units. Plaintiffs also allege that the defendants improperly excluded High River from participating in the auction process for the sale of the McNeil Partnerships, and otherwise took steps to prevent its participation in the auction. In addition, plaintiffs, who are limited partners in, among others, McNeil Funds IX, X, XI, XII, XIV, XV, XX, XXIV, XXV, XXVI and XXVII, have also sued the defendants based on their status as opt-outs from the Schofield settlement. Plaintiffs seek undisclosed damages and an accounting. On July 30, 1999, defendants filed an answer to the High River Complaint, denying each and every material allegation contained in the High River Complaint and asserting several affirmative defenses. Settlement negotiations are underway. 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 24,863 Current Income Units outstanding in 1999 and 1998, and 22,035 and 22,085 Growth/Shelter Units outstanding in 1999 and 1998, respectively. 27. Financial Data Schedule for the quarter ended September 30, 1999. (b) Reports on Form 8-K. A Report on Form 8-K dated July 8, 1999 was filed on July 9, 1999 regarding the letter received from High River Limited Partnership. 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 November 15, 1999 By: /s/ Ron K. Taylor - ----------------- ------------------------------------------ Date Ron K. Taylor President and Director of McNeil Investors, Inc. (Principal Financial Officer) November 15, 1999 By: /s/ Carol A. Fahs - ----------------- ------------------------------------------ Date Carol A. Fahs Vice President of McNeil Investors, Inc. (Principal Accounting Officer) EX-27 2
5 9-MOS DEC-31-1999 SEP-30-1999 1,457,534 0 21,846 0 0 0 24,771,267 (13,520,921) 13,611,095 0 12,220,609 0 0 0 (5,069,049) 13,611,095 3,875,370 3,915,679 2,182,789 3,091,892 559,561 0 838,613 (574,387) 0 (574,387) 0 0 0 (574,387) 0 0
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