-----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, QXw0rzXcx1vkIANENgp4imVY1CZBU94Xuwjo9cp3unYStHjLVgg+lVk8MD9tUlCD gkzyk/B4NQ3BJY9lIFwRUg== 0000756427-99-000009.txt : 19991117 0000756427-99-000009.hdr.sgml : 19991117 ACCESSION NUMBER: 0000756427-99-000009 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 XXIV LP CENTRAL INDEX KEY: 0000756427 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 742339537 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-14267 FILM NUMBER: 99752236 BUSINESS ADDRESS: STREET 1: 13760 NOEL RD STE 700 LB70 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 9724485800 MAIL ADDRESS: STREET 1: 13760 NOEL ROAD SUITE 700 LB 70 STREET 2: 13760 NOEL ROAD SUITE 700 LB 70 CITY: DALLAS STATE: TX ZIP: 75240 FORMER COMPANY: FORMER CONFORMED NAME: SOUTHMARK EQUITY 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 0-14267 --------- MCNEIL REAL ESTATE FUND XXIV, L.P. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) California 74-2339537 - -------------------------------------------------------------------------------- (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 XXIV, L.P. BALANCE SHEETS (Unaudited)
September 30, December 31, 1999 1998 ------------- ------------ ASSETS - ------ Real estate investments: Land ..................................................... $ 1,624,347 $ 1,624,347 Buildings and improvements ............................... 18,743,104 18,569,845 ------------ ------------ 20,367,451 20,194,192 Less: Accumulated depreciation and amortization ......... (9,861,353) (9,058,971) ------------ ------------ 10,506,098 11,135,221 Asset held for sale ......................................... 2,801,876 2,737,114 Cash and cash equivalents ................................... 1,670,531 1,103,846 Cash segregated for security deposits ....................... 61,699 62,227 Accounts receivable, net of allowance for doubtful accounts of $38,811 at December 31, 1998 ................. 321,314 306,898 Prepaid expenses and other assets, net ...................... 155,595 159,085 ------------ ------------ $ 15,517,113 $ 15,504,391 ============ ============ LIABILITIES AND PARTNERS' EQUITY (DEFICIT) - ------------------------------------------ Mortgage note payable ....................................... $ 1,638,974 $ 1,650,000 Accounts payable and accrued expenses ....................... 287,507 193,779 Payable to affiliates ....................................... 807,869 793,128 Security deposits and deferred rental revenue ............... 76,065 73,623 ------------ ------------ 2,810,415 2,710,530 ------------ ------------ Partners' equity (deficit): Limited partners - 40,000 limited partnership units authorized and outstanding at September 30, 1999 and December 31, 1998 ............................. 12,734,360 12,823,151 General Partner .......................................... (27,662) (29,290) ------------ ------------ 12,706,698 12,793,861 ------------ ------------ $ 15,517,113 $ 15,504,391 ============ ============
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 XXIV, L.P. STATEMENTS OF OPERATIONS (Unaudited)
Three Months Ended Nine Months Ended September 30, September 30, ------------------------------- ------------------------------ 1999 1998 1999 1998 ----------- ----------- ----------- ----------- Revenue: Rental revenue ................ $ 834,523 $ 756,191 $ 2,438,220 $ 2,565,028 Interest ...................... 13,163 55,681 35,289 124,110 ----------- ----------- ----------- ----------- Total revenue ............... 847,686 811,872 2,473,509 2,689,138 ----------- ----------- ----------- ----------- Expenses: Interest ...................... 34,398 34,256 97,177 142,927 Depreciation and amortization ................ 272,220 403,552 802,382 791,650 Property taxes ................ 73,251 55,679 219,753 220,036 Personnel costs ............... 65,431 69,655 208,104 212,081 Utilities ..................... 45,830 53,966 140,830 173,483 Repairs and maintenance ....... 95,272 64,045 225,591 238,419 Property management fees - affiliates ........... 45,388 41,969 133,323 144,694 Other property operating expenses .................... 34,977 69,616 117,532 170,278 General and administrative .... 82,431 78,512 55,276 281,490 General and administrative - affiliates .................. 105,644 116,660 310,704 372,049 Loss on disposition of real estate ...................... -- -- -- 118,750 Write-down for impairment of real estate .............. -- -- -- 126,080 ----------- ----------- ----------- ----------- Total expenses .............. 854,842 987,910 2,310,672 2,991,937 ----------- ----------- ----------- ----------- Net income (loss) ................ $ (7,156) $ (176,038) $ 162,837 $ (302,799) =========== =========== =========== =========== Net income (loss) allocable to limited partners .............. $ (7,084) $ (174,278) $ 161,209 $ (299,771) Net income (loss) allocable to General Partner ............... (72) (1,760) 1,628 (3,028) ----------- ----------- ----------- ----------- Net income (loss) ................ $ (7,156) $ (176,038) $ 162,837 $ (302,799) =========== =========== =========== =========== Net income (loss) per limited partnership unit .............. $ (.18) $ (4.35) $ 4.03 $ (7.49) =========== =========== =========== =========== Distributions per limited partnership unit .............. $ -- $ 78.61 $ 6.25 $ 116.11 =========== =========== =========== ===========
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 XXIV, L.P. STATEMENTS OF PARTNERS' EQUITY (DEFICIT) (Unaudited) For the Nine Months Ended September 30, 1999 and 1998
Total General Limited Partners' Partner Partners Equity (Deficit) ------------ ------------ ---------------- Balance at December 31, 1997 ............ $ (24,560) $ 17,935,844 $ 17,911,284 Net loss ................................ (3,028) (299,771) (302,799) Distributions to limited partners ....... -- (4,644,400) (4,644,400) ------------ ------------ ------------ Balance at September 30, 1998 ........... $ (27,588) $ 12,991,673 $ 12,964,085 ============ ============ ============ Balance at December 31, 1998 ............ $ (29,290) $ 12,823,151 $ 12,793,861 Net income .............................. 1,628 161,209 162,837 Distributions to limited partners ....... -- (250,000) (250,000) ------------ ------------ ------------ Balance at September 30, 1999 ........... $ (27,662) $ 12,734,360 $ 12,706,698 ============ ============ ============
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 XXIV, 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 .................... $ 2,418,839 $ 2,565,803 Cash paid to suppliers ........................ (765,374) (1,122,475) Cash paid to affiliates ....................... (429,286) (255,038) Interest received ............................. 35,289 124,110 Interest paid ................................. (85,792) (158,833) Property taxes paid ........................... (107,944) (131,803) ----------- ----------- Net cash provided by operating activities ........ 1,065,732 1,021,764 ----------- ----------- Cash flows from investing activities: Additions to real estate investments and asset held for sale ......................... (238,021) (2,127,656) Proceeds from disposition of real estate ...... -- 8,438,530 ----------- ----------- Net cash provided by (used in) investing activities .................................... (238,021) 6,310,874 ----------- ----------- Cash flows from financing activities: Principal payments on mortgage note payable ..................................... (11,026) (31,075) Retirement of mortgage note payable ........... -- (5,261,942) Proceeds from mortgage note payable ........... -- 1,650,000 Distributions to limited partners ............. (250,000) (4,644,400) ----------- ----------- Net cash used in financing activities ............ (261,026) (8,287,417) ----------- ----------- Net increase (decrease) in cash and cash equivalents ................................... 566,685 (954,779) Cash and cash equivalents at beginning of period ........................................ 1,103,846 2,180,029 ----------- ----------- Cash and cash equivalents at end of period ....... $ 1,670,531 $ 1,225,250 =========== ===========
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 XXIV, 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) ...................................... $ 162,837 $ (302,799) ----------- ----------- Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization ....................... 802,382 791,650 Loss on disposition of real estate .................. -- 118,750 Write-down for impairment of real estate ............ -- 126,080 Amortization of deferred borrowing costs ............ 12,027 5,235 Changes in assets and liabilities: Cash segregated for security deposits ............. 528 22,884 Accounts receivable, net .......................... (14,416) 39,902 Prepaid expenses and other assets, net ............ (8,537) (80,801) Accounts payable and accrued expenses ............. 93,728 64,933 Payable to affiliates ............................. 14,741 261,705 Security deposits and deferred rental revenue ......................................... 2,442 (25,775) ----------- ----------- Total adjustments ............................... 902,895 1,324,563 ----------- ----------- Net cash provided by operating activities .............. $ 1,065,732 $ 1,021,764 =========== ===========
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 XXIV, L.P. Notes to Financial Statements (Unaudited) September 30, 1999 NOTE 1. - ------- McNeil Real Estate Fund XXIV, L.P. (the "Partnership"), formerly known as Southmark Equity Partners, Ltd., was organized on October 19, 1984, 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 XXIV, L.P., c/o McNeil Real Estate Management, Inc., Investor Services, 13760 Noel Road, Suite 600, LB70, Dallas, Texas 75240. NOTE 3. - ------- The Partnership pays property management fees equal to 5% of the 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. Under the terms of its partnership agreement, 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. The Partnership incurred $204,000 of such fees during the first quarter of 1998 and $55,500 of such fees during the second quarter of 1998 in connection with the sale of Southpointe Plaza and Island Plaza shopping centers, respectively. These fees were paid by the Partnership in the first quarter of 1999 and were included in payable to affiliates on the Balance Sheet at December 31, 1998. 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 properties and $50 per gross square foot for commercial properties to arrive at the property tangible asset value. The property tangible asset value is then added to the book value of all other assets excluding intangible items. The fee percentage decreases to .75% in 2000, .50% in 2001 and .25% thereafter. Total accrued but unpaid asset management fees of $489,184 and $325,851 were outstanding at September 30, 1999 and December 31, 1998, respectively. Compensation and reimbursements paid to or accrued for the benefit of the General Partner or its affiliates are as follows: Nine Months Ended September 30, ------------------------- 1999 1998 ---------- ---------- Property management fees........................ $ 133,323 $ 144,694 Charged to general and administrative - affiliates: Partnership administration................... 129,085 166,082 Asset management fee......................... 181,619 205,967 Charged to loss on disposition of real estate: Disposition fee.............................. -- 204,000 Charged to write-down for impairment of real estate: Disposition fee.............................. -- 55,500 ----------- ---------- $ 444,027 $ 776,243 =========== ========== Payable to affiliates at September 30, 1999 and December 31, 1998 consisted primarily of unpaid property management fees, disposition fees (1998 only), Partnership general and administrative expenses and asset management fees and is due and payable from current operations. NOTE 4. - ------- On March 31, 1998, the Partnership sold Southpointe Plaza Shopping Center, located in Sacramento, California, to an unaffiliated purchaser for a cash purchase price of $6,800,000. Cash proceeds from the sale were not received until April 1, 1998. Sales proceeds received, as well as the loss on sale, are detailed below.
Loss on Sale Sales Proceeds ---------------- ---------------- Sales price.......................................... $ 6,800,000 $ 6,800,000 Selling costs ....................................... (389,990) (185,990) Straight-line rents receivable written off........... (48,601) Prepaid leasing commissions written off.............. (43,913) Carrying value....................................... (6,436,246) --------------- --------------- Loss on disposition of real estate................... $ (118,750) =============== Proceeds from sale of real estate.................... 6,614,010 Retirement of mortgage note payable.................. (5,261,942) Accrued interest paid................................ (32,338) --------------- Net cash proceeds.................................... $ 1,319,730 ===============
As discussed in Note 3, the Partnership incurred a $204,000 disposition fee payable to the General Partner in connection with the sale of Southpointe Plaza. This fee increased the amount of the loss on disposition of real estate and is included in selling costs above. However, as the fee was not paid until the first quarter of 1999, it did not reduce the amount of net cash proceeds received from the sale in the first quarter of 1998. The net cash proceeds from the sale of Southpointe Plaza are $1,115,730 after payment of the disposition fee. NOTE 5. - ------- On April 1, 1998, the Partnership sold Island Plaza Shopping Center, located in Ft. Myers, Florida, to an unaffiliated purchaser for a cash purchase price of $1,850,000. The Partnership recorded a $126,080 write-down for impairment of real estate in the first quarter of 1998 to record the property at the pending sales price less estimated costs to sell. Sales proceeds are detailed below.
Loss Sales on Disposition Proceeds ---------------- --------------- Sales price.......................................... $ 1,850,000 $ 1,850,000 Selling costs........................................ (80,980) (25,480) Straight-line rents receivable written off........... (81,572) Prepaid leasing commissions written off.............. (3,269) Carrying value....................................... (1,684,179) ---------------- --------------- Loss on disposition of real estate................... $ -- ================ Net cash proceeds.................................... $ 1,824,520 ===============
As discussed in Note 3, the Partnership incurred a $55,500 disposition fee payable to the General Partner in connection with the sale of Island Plaza. This fee increased the amount of the write-down for impairment of real estate and is included in selling costs above. However, as the fee was not paid until the first quarter of 1999, it did not reduce the amount of net cash proceeds received from the sale in the first half of 1998. The net cash proceeds from the sale of Island Plaza are $1,769,020 after payment of the disposition fee. NOTE 6. - ------- 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 $347. 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 $455,472. 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 during the second quarter of 1999 in the amount of $(306,015) 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 - ------------------- On March 31, 1998, the Partnership sold Southpointe Plaza for a gross sales price of $6.8 million. The, Partnership recognized a $118,750 loss on the sale. On April 1, 1998, the Partnership sold Island Plaza for a gross sales price of $1.85 million. A $126,080 write-down for impairment of real estate was recorded in the first quarter of 1998 and no gain or loss was recorded on the sale. The Partnership reported net income for the first nine months of 1999 of $162,837 as compared to a net loss of $302,799 for the first nine months of 1998. Revenues decreased to $2,473,509 in the first nine months of 1999 from $2,689,138 for the same period in 1998. Expenses were $2,310,672 in the first nine months of 1999 as compared to $2,991,937 in the first nine months of 1998. Net cash provided by operating activities was $1,065,732 for the first nine months of 1999. The Partnership expended $238,021 for additions to its real estate investments. After $11,026 in principal payments on its mortgage note payable and distributions of $250,000 to the limited partners during the first nine months of 1999, cash and cash equivalents increased by $566,685, leaving a balance of $1,670,531 at September 30, 1999. 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, XXI, XXII, XXIII, 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 $347. 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 $35,814 for the three months and decreased by $215,629 for the nine months ended September 30, 1999 as compared to the same periods in 1998, mainly due to the sales of Southpointe Plaza and Island Plaza shopping centers in 1998. Excluding total revenue of Southpointe Plaza and Island Plaza, total revenue increased by $20,855 and $112,750 for the three and nine months ended September 30, 1999, respectively. This increase was due to an increase in rental revenue, partially offset by a decrease in interest income, as discussed below. Rental revenue increased by $78,332 and decreased by $126,808 for the three and nine months ended September 30, 1999, respectively, as compared to the same periods in 1998. Excluding rental revenue of Southpointe Plaza and Island Plaza, rental revenue increased by $63,287 and $201,251, respectively, in 1999. Rental revenue at both Towne Center and Riverbay Plaza shopping centers increased by approximately $127,000 for the nine months ended September 30, 1999. The increase in rental revenue at Towne Center was mainly due to an increase in occupancy from 69% at September 30, 1998 to 87% at September 30, 1999. The increase at Riverbay Plaza was mainly due to increased rent charged to an anchor tenant after its space was expanded. Interest income for the three and nine months ended September 30, 1999 decreased by $42,518 and $88,821, respectively, as compared to the same periods in the prior year. The decrease was due to a lower average amount of cash and cash equivalents available for short-term investment in 1999. Although the Partnership held a greater amount of cash and cash equivalents at September 30, 1999 as compared to September 30, 1998, the Partnership distributed approximately $4.6 million to the limited partners in the first nine months of 1998, approximately $4.4 million of which was distributed at the end of September 1998. Expenses: Total expenses decreased by $133,068 and $681,265 for the three and nine months ended September 30, 1999, respectively, as compared to the same periods in 1998. Excluding total expenses of Southpointe Plaza and Island Plaza, which were sold in 1998, total expenses decreased by $130,217 and $184,174 for the three and nine months ended September 30, 1999, respectively, as discussed below. Interest expense increased by $142 and decreased by $45,750 for the three and nine months ended September 30, 1999, respectively, as compared to the same periods in 1998. The Partnership recorded $97,288 of interest expense in 1998 related to the Southpointe Plaza mortgage note payable, which was repaid on April 1, 1998 as a result of the sale of the property. In June 1998, the Partnership received $1,650,000 in proceeds from a mortgage note payable secured by Riverbay Plaza Shopping Center. The Partnership recorded $97,177 and $45,639 of interest expense related to this loan in the first nine months of 1999 and 1998, respectively. Depreciation and amortization expense for the three and nine months ended September 30, 1999 decreased by $131,332 and increased by $10,732, respectively, in relation to the same periods in 1998. The overall increase was mainly due to the amortization of improvements for a tenant that began occupying space at Towne Center Shopping Center in the second quarter of 1998. This increase was partially offset by a decrease in the amortization of tenant improvements at Riverbay Plaza Shopping Center due to the expiration of a tenant's lease. Property taxes increased by $17,572 and decreased by $283 in the three and nine months ended September 30, 1999, respectively, as compared to the same periods in 1998. The overall decrease was due to the sales of Southpointe Plaza and Island Plaza in 1998. The increase for the quarter was mainly due to an increase in estimated property taxes at Springwood Plaza Shopping Center in 1999. For the three and nine months ended September 30, 1999, utilities decreased by $8,136 and $32,653, respectively, as compared to the same periods in 1998, mainly due to the sales of Southpointe Plaza and Island Plaza in 1998. Property management fees - affiliates increased by $3,419 and decreased by $11,371 for the three and nine months ended September 30, 1999, respectively, as compared to the same periods in 1998. Excluding property management fees for Southpointe Plaza and Island Plaza, property management fees - affiliates increased by $3,419 and $17,756 for the three and nine months ended September 30, 1999, respectively, as compared to the same periods in 1998 due to an increase in gross rental receipts, on which the fees are based. (See discussion of increase in rental revenue above). Other property operating expenses decreased by $34,639 and $52,746 for the three and nine months ended September 30, 1999, respectively, as compared to the same periods in 1998. Excluding other property operating expenses for Southpointe Plaza and Island Plaza, other property operating expenses decreased by $33,472 and $20,420 for the three and nine months ended September 30, 1999, respectively, as compared to the same periods in 1998. This decrease was mainly due to a tenant receivable at Springwood Plaza that was written off as uncollectible in the third quarter of 1998. General and administrative expenses for the three and nine months ended September 30, 1999 increased by $3,919 and decreased by $226,214, respectively, as compared to the same periods in 1998. The overall decrease was mainly due to a $(306,015) reallocation of previously paid transaction costs among the Partnerships and McREMI in the second quarter of 1999 (see Item 1, Note 6), partially offset by an increase in costs related to this transaction in the first nine months of 1999. For the three and nine months ended September 30, 1999, general and administrative - affiliates decreased by $11,016 and $61,345, respectively, as compared to the same periods in 1998. The decrease was mainly due to 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 sales of Southpointe Plaza and Island Plaza in 1998. In addition, there was a decrease in asset management fees as a result of a decline in the tangible asset value of the Partnership, on which the fees are based, due to the sales of Southpointe Plaza and Island Plaza. The Partnership recognized a $118,750 loss on the sale of Southpointe Plaza Shopping Center in the first nine months of 1998. No such loss was recognized in the first nine months of 1999. Island Plaza Shopping Center was sold to an unaffiliated buyer on April 1, 1998. The Partnership recorded a $126,080 write-down for impairment of real estate in the first quarter of 1998 to record the property at its sales price less estimated costs to sell. No such write-down was recorded in the first nine months of 1999. LIQUIDITY AND CAPITAL RESOURCES - ------------------------------- The Partnership's primary source of cash flows is from operating activities, which generated $1,065,732 of cash in the first nine months of 1999 as compared to the $1,021,764 for the same period in 1998. Cash flows from operating activities increased by $43,968 in the first nine months of 1999 as compared to the first nine months of 1998. Excluding Southpointe Plaza and Island Plaza, cash flows from operating activities increased by $172,371. This increase in cash provided by operating activities was mainly due to an increase in cash received from tenants as a result of an increase in rental revenue, and a decrease in cash paid to suppliers due to a decrease in general and administrative expenses, as discussed above. These increases in cash provided by operating activities were partially offset by the payment to the General Partner of disposition fees totaling $259,500 in the first quarter of 1999 (see Item 1, Note 3 for discussion of disposition fees incurred as a result of the sales of Southpointe Plaza and Island Plaza in 1998). The Partnership expended $238,021 and $2,127,656 for capital improvements to its properties in the first nine months of 1999 and 1998, respectively. In the first half of 1998, the Partnership paid approximately $1.6 million to expand an anchor tenant's space at Riverbay Plaza Shopping Center. In April 1998, the Partnership received a total of $8,438,530 in proceeds from the sales of Southpointe Plaza and Island Plaza shopping centers. $5,261,942 of the proceeds was used to repay the Southpointe Plaza mortgage note payable. The Partnership made $31,075 in regularly scheduled principal payments on the Southpointe Plaza mortgage note payable in the first nine months of 1998. The property was sold and the loan was repaid on April 1, 1998. In June 1998, the Partnership received $1,650,000 in proceeds from a mortgage note payable secured by Riverbay Plaza Shopping Center. The Partnership made $11,026 in regularly scheduled principal payments on this note in the first nine months of 1999. The Partnership distributed $250,000 and $4,644,400 to the limited partners in the first nine months of 1999 and 1998, respectively. Short-term liquidity: At September 30, 1999, the Partnership held cash and cash equivalents of $1,670,531. This balance provides a reasonable level of working capital for the Partnership's immediate needs in operating its properties. For the Partnership as a whole, management projects positive cash flow from operations in 1999. The Partnership has budgeted approximately $382,000 for necessary capital improvements for all properties in 1999. These capital improvements are expected to be funded from available cash reserves or from operations of the properties. The present cash balance is believed to provide an adequate reserve for property operations. On March 31, 1998, the Partnership sold Southpointe Plaza Shopping Center, located in Sacramento, California, to an unaffiliated purchaser for a cash purchase price of $6,800,000. On April 1, 1998, cash proceeds totaling $6,614,010 were received and $5,294,280 was used to pay the principal and accrued interest balance of the mortgage note payable secured by the property. The $204,000 disposition fee accrued in 1998 was paid to the General Partner in the first quarter of 1999. On April 1, 1998, the Partnership sold Island Plaza Shopping Center, located in Ft. Myers, Florida, to an unaffiliated purchaser for a cash purchase price of $1,850,000. Cash proceeds totaling $1,824,520 were received after payment of various closing costs. The $55,500 disposition fee accrued in 1998 was paid to the General Partner in the first quarter of 1999. 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: While the present outlook for the Partnership's liquidity is favorable, market conditions may change and property operations can deteriorate. In that event, the Partnership would require other sources of working capital. No such other sources have been identified and the Partnership has no established lines of credit. Other possible actions to resolve working capital deficiencies include refinancing or renegotiating terms of existing loans, deferring major capital expenditures on Partnership properties except where improvements are expected to enhance the competitiveness or marketability of the properties, or arranging working capital support from affiliates. No affiliate support has been required in the past, and there is no assurance that support would be provided in the future, since neither the General Partner nor any affiliates have any obligation in this regard. See "Recent Developments" above. The Partnership placed Springwood Plaza on the market for sale effective August 1, 1997. 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 30, 1992. (Incorporated by reference to the Current Report of the registrant on Form 8-K dated March 30, 1992, as filed on April 10, 1992). 4.1 Amendment No. 1 to the Amended and Restated Limited Partnership Agreement of McNeil Real Estate Fund XXIV, L.P. dated June 1995 (incorporated by reference to the Quarterly Report of the registrant on Form 10-Q for the period ended June 30,1995, as filed on August 14, 1995). 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 number of limited partnership units outstanding. Per unit information has been computed based on 40,000 limited partnership units outstanding in 1999 and 1998. 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 XXIV, 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 XXIV, 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 1,670,531 0 321,314 0 0 0 20,367,451 (9,861,353) 15,517,113 0 1,638,974 0 0 0 12,706,698 15,517,113 2,438,220 2,473,509 1,045,133 1,847,515 365,980 0 97,177 162,837 0 162,837 0 0 0 162,837 0 0
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