UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 March 31, 1998 ------------------------------------------- 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 0-9325 --------- McNEIL REAL ESTATE FUND X, LTD. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) California 94-2577781 - -------------------------------------------------------------------------------- (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 X, LTD. BALANCE SHEETS (Unaudited) March 31, December 31, 1998 1997 --------------- -------------- ASSETS - ------ Real estate investments: Land..................................................... $ 8,836,046 $ 8,836,046 Buildings and improvements............................... 72,625,907 72,544,744 -------------- ------------- 81,461,953 81,380,790 Less: Accumulated depreciation.......................... (53,598,992) (52,814,364) -------------- ------------- 27,862,961 28,566,426 Cash and cash equivalents................................... 1,622,344 5,755,976 Cash segregated for security deposits....................... 407,833 358,396 Accounts receivable......................................... 377,846 356,496 Prepaid expenses and other assets........................... 204,780 212,031 Escrow deposits............................................. 1,112,593 816,017 Deferred borrowing costs, net of accumulated amortization of $479,858 and $452,021 at March 31, 1998 and December 31, 1997, respectively............................................. 1,019,237 1,047,074 -------------- ------------- $ 32,607,594 $ 37,112,416 ============== ============= LIABILITIES AND PARTNERS' EQUITY (DEFICIT) - ------------------------------------------ Mortgage notes payable, net................................. $ 33,462,852 $ 33,633,574 Mortgage notes payable - affiliates......................... 3,136,029 3,136,029 Accounts payable............................................ 17,061 76,689 Accrued interest............................................ 243,100 244,393 Accrued interest - affiliates............................... 24,977 24,977 Accrued property taxes...................................... 667,656 470,105 Other accrued expenses...................................... 248,038 296,729 Payable to affiliates - General Partner..................... 2,179,201 1,858,835 Security deposits and deferred rental revenue............... 397,081 417,110 -------------- ------------- 40,375,995 40,158,441 -------------- ------------- Partners' equity (deficit): Limited partners - 135,200 limited partnership units authorized; 134,980 limited partnership units out- standing at March 31, 1998 and December 31, 1997....... (2,894,931) 1,607,681 General Partner.......................................... (4,873,470) (4,653,706) -------------- ------------- (7,768,401) (3,046,025) -------------- ------------- $ 32,607,594 $ 37,112,416 ============== ============= 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 X, LTD. STATEMENTS OF OPERATIONS (Unaudited) Three Months Ended March 31, ----------------------------------- 1997 1996 --------------- -------------- Revenue: Rental revenue........................................... $ 3,675,778 $ 3,926,821 Interest................................................. 59,224 47,655 -------------- -------------- Total revenue.......................................... 3,735,002 3,974,476 -------------- -------------- Expenses: Interest................................................. 773,688 946,765 Interest - affiliates.................................... 73,460 36,988 Depreciation and amortization............................ 784,628 764,277 Property taxes........................................... 241,662 275,742 Personnel expenses....................................... 479,447 483,860 Utilities................................................ 327,455 367,696 Repair and maintenance................................... 388,101 441,318 Property management fees - affiliates.................... 179,511 193,066 Other property operating expenses........................ 215,165 250,330 General and administrative............................... 191,859 85,297 General and administrative - affiliates.................. 82,778 94,349 -------------- -------------- Total expenses......................................... 3,737,754 3,939,688 -------------- -------------- Net income (loss)........................................... $ (2,752) $ 34,788 ============== ============== Net income (loss) allocated to limited partners............. $ (2,614) $ 33,049 Net income (loss) allocated to General Partner.............. (138) 1,739 -------------- -------------- Net income (loss)........................................... $ (2,752) $ 34,788 ============== ============== Net income (loss) per limited partnership unit.............. $ (.02) $ .24 ============== ============== Distributions per limited partnership unit.................. $ 33.34 $ - ============== ============== 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 X, LTD. STATEMENTS OF PARTNERS' EQUITY (DEFICIT) (Unaudited) For the Three Months Ended March 31, 1998 and 1997 Total Partners' General Limited Equity Partner Partners Deficit ------------- ------------- ------------- Balance at December 31, 1996.............. $ (5,516,007) $ (704,049) $ (6,220,056) Net income................................ 1,739 33,049 34,788 Management Incentive Distribution......... (234,665) - (234,665) ------------- ------------- ------------- Balance at March 31, 1997................. $ (5,748,933) $ (671,000) $ (6,419,933) ============= ============= ============= Balance at December 31, 1997.............. $ (4,653,706) $ 1,607,681 $ (3,046,025) Net loss.................................. (138) (2,614) (2,752) Distributions to limited partners......... - (4,499,998) (4,499,998) Management Incentive Distribution......... (219,626) - (219,626) ------------- ------------- ------------- Balance at March 31, 1998................. $ (4,873,470) $ (2,894,931) $ (7,768,401) ============= ============= ============= 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 X, LTD. STATEMENTS OF CASH FLOWS (Unaudited) Increase (Decrease) in Cash and Cash Equivalents Three Months Ended March 31, ------------------------------------ 1998 1997 ---------------- ---------------- Cash flows from operating activities: Cash received from tenants............................... $ 3,592,488 $ 3,857,063 Cash paid to suppliers................................... (1,785,308) (1,739,499) Cash paid to affiliates.................................. (161,549) (997,328) Interest received........................................ 59,224 47,655 Interest paid............................................ (731,850) (910,276) Interest paid to affiliates.............................. (73,460) (18,636) Property taxes paid and escrowed......................... (266,000) (194,820) -------------- -------------- Net cash provided by operating activities................... 633,545 44,159 -------------- -------------- Cash flows from investing activities: Additions to real estate investments..................... (81,163) (171,499) -------------- -------------- Cash flows from financing activities: Proceeds from mortgage note payable - affiliate.................................... - 2,336,029 Principal payments on mortgage Notes payable.......................................... (186,016) (254,088) Retirement of mortgage note payable...................... - (2,373,955) Distributions to limited partners........................ (4,499,998) - -------------- -------------- Net cash used in financing activities....................... (4,686,014) (292,014) -------------- -------------- Net decrease in cash and cash equivalents................... (4,133,632) (419,354) Cash and cash equivalents at beginning of period................................................... 5,755,976 2,660,679 -------------- -------------- Cash and cash equivalents at end of period.................. $ 1,622,344 $ 2,241,325 ============== ============== 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 X, LTD. STATEMENTS OF CASH FLOWS (Unaudited) Reconciliation of Net Income (Loss) to Net Cash Provided By Operating Activities Three Months Ended March 31, ----------------------------------- 1998 1997 ---------------- --------------- Net income (loss)........................................... $ (2,752) $ 34,788 -------------- -------------- Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization............................ 784,628 764,277 Amortization of discounts on mortgage notes payable.......................................... 15,294 25,893 Amortization of deferred borrowing costs................. 27,837 33,518 Changes in assets and liabilities: Cash segregated for security deposits.................. (49,437) (36,675) Accounts receivable.................................... (21,350) (82,113) Prepaid expenses and other assets...................... 7,251 18,353 Escrow deposits........................................ (296,576) (123,546) Accounts payable....................................... (59,628) (54,593) Accrued interest....................................... (1,293) (22,922) Accrued interest - affiliates.......................... - 18,352 Accrued property taxes................................. 197,551 158,924 Other accrued expenses................................. (48,691) (42,316) Payable to affiliates - General Partner................ 100,740 (709,913) Security deposits and deferred rental revenue.............................................. (20,029) 62,132 -------------- -------------- Total adjustments.................................... 636,297 9,371 -------------- -------------- Net cash provided by operating activities................... $ 633,545 $ 44,159 ============== ============== 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 X, LTD. Notes to Financial Statements (Unaudited) March 31, 1998 NOTE 1. - ------- McNeil Real Estate Fund X, Ltd. (the "Partnership") is a limited partnership organized under the laws of the State of California to invest in real property. The general partner of the Partnership is McNeil Partners, L.P. (the "General Partner"), a Delaware limited partnership, an affiliate of Robert A. McNeil. The Partnership is governed by an agreement of limited partnership (the "Amended Partnership Agreement") that was adopted October 9, 1991. 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 quarter ended March 31, 1998, are not necessarily indicative of the results to be expected for the year ending December 31, 1998. 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, 1997, and the notes thereto, as filed with the Securities and Exchange Commission, which is available upon request by writing to McNeil Real Estate Fund X, Ltd., 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 of the Partnership's properties to McNeil Real Estate Management, Inc. ("McREMI"), an affiliate of the General Partner, for providing property management services for the Partnership's residential and commercial properties and leasing services for its residential properties. McREMI may 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. Under terms of the Amended Partnership Agreement, the Partnership is paying a Management Incentive Distribution ("MID") to the General Partner. The maximum MID is calculated as 1% of the tangible asset value of the Partnership. The maximum MID percentage decreases subsequent to 1999. Tangible asset value is determined by using the greater of (i) an amount calculated by applying a capitalization rate of 9% to the annualized net operating income of each property or (ii) a value of $10,000 per apartment unit for residential property and $50 per gross square foot for commercial property to arrive at the property tangible asset value. The property tangible asset value is then added to the book value of all other assets excluding intangible items. MID will be paid to the extent of the lesser of the Partnership's excess cash flow, as defined, or net operating income, as defined (the "Entitlement Amount"), and may be paid (i) in cash, unless there is insufficient cash to pay the distribution in which event any unpaid portion not taken in Units will be deferred and is payable, without interest, from the first available cash and/or (ii) in Units. A maximum of 50% of the MID may be paid in Units. The number of Units issued in payment of the MID is based on the greater of $50 per Unit or the net tangible asset value, as defined, per Unit. Any amount of the MID that is paid to the General Partner in Units will be treated as if cash is distributed to the General Partner and is then contributed to the Partnership by the General Partner. The MID represents a return of equity to the General Partner for increasing cash flow, as defined, and accordingly is treated as a distribution. On August 1, 1994, the Partnership obtained an $800,000 mortgage loan from McNeil Real Estate Fund XXVII, L.P. ("Fund XXVII"), an affiliate of the General Partner. The mortgage loan is secured by a second lien on Lakeview Plaza. Terms of the mortgage loan require monthly interest-only payments equal to the prime lending rate of Bank of America plus 1% with the principal balance due August 1, 1997. Effective August 1, 1997, Fund XXVII reconveyed the lien back to the Partnership in consideration of the additional borrowing discussed in the following paragraph. On February 28, 1997, the Partnership refinanced the La Plaza mortgage note with a $2,336,029 mortgage loan from Fund XXVII. See Note 4. Effective August 1, 1997, the Partnership borrowed an additional $800,000 from Fund XXVII. The refinancing and the additional borrowing are jointly secured by a single lien on La Plaza Office Building. Payment terms for the mortgage note and the additional borrowing require monthly interest-only payments equal to 1% plus the prime lending rate of Bank of America. The new mortgage note, together with the additional borrowing, is due February 28, 2000. Compensation, reimbursements and distributions paid to or accrued for the benefit of the General Partner and its affiliates are as follows: Three Months Ended March 31, ----------------------------------- 1998 1997 --------------- --------------- Property management fees - affiliates.................. $ 179,511 $ 193,066 Interest - affiliates.................................. 73,460 36,988 Charged to general and administrative affiliates: Partnership administration........................... 82,778 94,349 -------------- -------------- $ 335,749 $ 324,403 ============== ============== Charged to General Partner's deficit: Management Incentive Distribution.................... $ 219,626 $ 234,665 ============== ============== NOTE 4. - ------- On February 28, 1997, the Partnership refinanced the La Plaza mortgage note with a $2,336,029 mortgage note from Fund XXVII. The new mortgage note bears interest at a variable rate equal to 1% plus the prime lending rate of Bank of America and requires monthly interest-only debt service payments until the February 28, 2000 maturity date. Cash used to close the refinancing transaction is as follows. New loan proceeds...................................... $ 2,336,029 Amount required to payoff existing debt................ (2,373,955) ----------- Cash used to refinance mortgage note................... $ (37,926) =========== On August 1, 1997, the new La Plaza mortgage note was amended to increase the principal amount by $800,000. The Partnership used the $800,000 additional borrowing to repay the Lakeview Plaza second mortgage note which was also due to Fund XXVII. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND - ------- --------------------------------------------------------------- RESULTS OF OPERATIONS --------------------- FINANCIAL CONDITION - ------------------- The Partnership was formed to acquire, operate and ultimately dispose of a portfolio of income-producing real properties. As of March 31, 1998, the Partnership owned seven apartment buildings, one retail shopping center and one office building. All of the Partnership's properties are subject to mortgage indebtedness. The Partnership sold two retail shopping centers during 1997. Cave Spring Corners, located in Roanoke, Virginia, was sold on June 5, 1997, and Iberia Plaza, located in New Iberia, Louisiana, was sold on December 12, 1997. The decision to sell the properties was influenced by the General Partner's belief that the appreciation potential of the two properties was limited, the impending maturities of the mortgage notes secured by the two properties, and by the Partnership's announced plan to liquidate its real estate by December 2001. The net proceeds from the sales, in the amount of $3,679,598, were added to the Partnership's balance of cash reserves. On February 28, 1997, the Partnership refinanced the La Plaza mortgage note. The Partnership obtained a 3-year, $2,336,029 mortgage note from McNeil Real Estate Fund XXVII, L.P. ("Fund XXVII"). Fund XXVII is an affiliate of the General Partner. The new mortgage note bears interest at a variable rate equal to 1% plus the prime lending rate of Bank of America. On August 1, 1997, the Partnership and Fund XXVII agreed to amend the new mortgage note by increasing the principal amount by $800,000. The additional $800,000 was used to repay the Lakeview Plaza second mortgage note, which was also due to Fund XXVII. RESULTS OF OPERATIONS - --------------------- The Partnership reported a loss of $2,752 for the first quarter of 1998, as compared to net income of $34,788 for the first quarter of 1997. However, the Partnership would have reported a net loss of approximately $111,055 for the first quarter of 1997 if revenues and expenses related to Cave Spring Corners and Iberia Plaza were excluded. Revenues: Rental revenue decreased 6.4% for the first quarter of 1998 as compared to first quarter of 1997. The decrease is attributable to the loss of revenues from Cave Spring Corners and Iberia Plaza. The Partnership's remaining properties increased their revenues $96,765 or 2.7%. Rental revenue increased at five of the Partnership's properties, led by a 12.9% and 12.2% increase at Quail Meadows Apartments and Briarwood Apartments, respectively. Quail Meadows Apartments reported increased rental and occupancy rates, while Briarwood Apartments achieved its increase primarily through improved occupancy. Coppermill Apartments, Sandpiper Apartments and Spanish Oaks Apartments reported increases ranging from 3.9% to 7.5% by improving both rental and occupancy rates. An increase in rental rates at Regency Park Apartments was offset by increased vacancy losses, leading to no change for the property's rental revenue. Rental revenue decreased at Orchard Apartments, Lakeview Plaza and La Plaza Office Building. Although Orchard Apartments increased its rental rates 1.5% during 1997, increased vacancy and other rental losses led to a 6.0% decrease in net rental revenue. Lakeview Plaza's rental revenue decreased 15% as both rental and occupancy rates decreased. La Plaza Office Building's occupancy rate also fell, but part of the increase in vacancy was offset by increased rental rates. La Plaza's rental revenue decreased 6.1% for the first quarter of 1998 as compared to the first quarter of 1997. Expenses: Partnership expenses decreased $201,934 or 5.1% for the first quarter of 1998 as compared to the first quarter of 1997. As with rental revenues, the decrease was primarily due to the sale of Cave Spring Corners and Iberia Plaza. Expenses at the remainder of the Partnership's properties decreased $3,587 or 0.1%. The discussion of expenses in the following paragraphs excludes expenses related to Cave Spring Corners and Iberia Plaza. Interest paid to affiliates increased $36,472 to $73,460 for the first quarter of 1998 as compared to the first quarter of 1997. On February 28, 1997, the Partnership refinanced the La Plaza mortgage note with a new mortgage payable to McNeil Real Estate Fund XXVII, L.P. ("Fund XXVII"), an affiliate of the General Partner. On August 1, 1997, the principal balance of the new La Plaza mortgage note was increased by $800,000. Interest on the new La Plaza mortgage note due to an affiliate of the General Partner accounts for the increase in interest paid to affiliates as well as most of the decrease in interest expense for non-affiliated mortgage notes. Excluding expense related to Cave Spring Corners and Iberia Plaza, utilities decreased $37,218 or 10.2% for the first quarter of 1998 as compared to the same quarter of 1997. Costs for gas and oil decreased at Coppermill Apartments, Quail Meadows Apartments and Spanish Oaks Apartments. The most significant factor, however, is a $20,441 or 56% decrease in the cost of water at Sandpiper Apartments. Beginning in the fourth quarter of 1997, new leases written at Sandpiper Apartments require tenants to pay for water consumption instead of the Partnership. Other operating expenses decreased $26,686 or 11.4% after eliminating the effects of Cave Spring Corners and Iberia Plaza. Included in other operating expenses for the first quarter of 1997 were certain legal fees and other costs incurred at Briarwood Apartments. These fees and costs were incurred to settle litigation involving a former employee of the property. General and administrative expenses increased $106,563 to $191,859 for the first quarter of 1998 as compared to the first quarter of 1997. The increase was principally due to costs incurred to explore alternatives to maximize the value of the Partnership (see Liquidity and Capital Resources). General and administrative expenses paid to affiliates decreased 12.3% to $82,778 for the first quarter of 1998 as compared to the first quarter of 1997. This decrease is primarily due to decreased charges for reimbursable costs from affiliates. Such costs are based, in part, on the number of properties managed for the Partnership by affiliates. The sale of two of the Partnership's properties during 1997 accounts for the decrease. LIQUIDITY AND CAPITAL RESOURCES - ------------------------------- For the first quarter of 1998, cash flow provided by operating activities increased to $633,545 from $44,159. The increased cash flow is principally due to an $835,779 decrease in cash paid to affiliates in the first quarter of 1998 as compared to the first quarter of 1997. The Partnership paid $806,902 of reimbursable costs to affiliates of the General Partner during the first quarter of 1997. No such payments were made during the first quarter of 1998. The Partnership continues to invest in capital improvements for its properties. For the first quarter of 1998, the Partnership invested $81,163 in capital improvements. A total of $1.6 million of capital improvements are budgeted for 1998. Short-term liquidity: At March 31, 1998, the Partnership held cash reserves of $1,622,344, a decrease of $4,133,632 from the balance at the end of 1997. On March 30, 1998, the Partnership distributed $4,499,998 to the limited partners. No payments of MID have yet been made to the General Partner in 1998. Considering the current performance of the Partnership's properties and budgeted capital improvements for 1998, the General Partner considers the current balance of cash and cash reserves adequate to meet the Partnership's cash needs for the rest of 1998. The Partnership's next balloon payment is not scheduled to occur until January 2002. Over the past three years, the Partnership has invested large amounts of funds in capital improvements at the Partnership's properties. Although significant challenges remain, total capital expenditures for 1998 are expected to decrease from the average amount expended in each of the past three fiscal years. For the balance of 1998, the largest capital projects of the Partnership will be concentrated at La Plaza Office Building as the property undergoes refurbishment to allow it to take advantage of a strong Las Vegas market. Long-term liquidity: For the long-term, property operations will remain the primary source of funds. In this regard, the General Partner expects that the capital improvements made by the Partnership during the past several years will yield improved cash flow from property operations in the future. Furthermore, the General Partner has budgeted an additional $1.6 million of capital improvements for 1998. If the Partnership's cash position deteriorates, the General Partner may elect to defer certain of the capital improvements, except where such improvements are expected to increase the competitiveness or marketability of the Partnership's properties. Pursuant to the Partnership's previously announced liquidation plans, the Partnership has recently retained PaineWebber, Incorporated as its exclusive financial advisor to explore alternatives to maximize the value of the Partnership. The alternatives being considered by the Partnership include, without limitation, a transaction in which limited partnership interests in the Partnership are converted into cash. The General Partner of the Partnership or entities or persons affiliated with the General Partner will not be involved as a purchaser in any of the transactions contemplated above. Any transaction will be subject to certain conditions including (i) approval by the limited partners of the Partnership, and (ii) receipt of an opinion from an independent financial advisory firm as to the fairness of the consideration received by the Partnership pursuant to such transaction. Finally, there can be no assurance that any transaction will be consummated, or as to the terms thereof. Income Allocations and Distributions: Terms of the Amended Partnership Agreement specify that income before depreciation is allocated to the General Partner to the extent of MID paid in cash. Depreciation is allocated in the ratio of 95:5 to the limited partners and the General Partner, respectively. Therefore, for the three month period ended March 31, 1998 and 1997, net loss of $138 and net income of $1,739, respectively, were allocated to the General Partner. The limited partners received allocations of net loss of $2,614 and net income of $33,049 for the quarters ended March 31, 1998 and 1997, respectively. No payments of MID to the General Partner have yet been paid during 1998. On March 30, 1998, the Partnership distributed $4,499,998 ($33.34 per limited partnership unit) to the limited partners. The General Partner will continue to monitor the cash reserves and working capital needs of the Partnership to determine when cash flows will support distributions to the limited partners and payments of MID to the General Partner. PART II. OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K - ------- -------------------------------- (a) Exhibits. Exhibit Number Description ------- ----------- 4. Amended and Restated Partnership Agreement, dated October 9, 1991 (Incorporated by reference to the Quarterly Report on Form 10-Q for the quarter ended March 31, 1991). 11. Statement regarding computation of net loss per limited partnership unit: Net loss per limited partnership unit is computed by dividing net loss allocated to the limited partners by the number of limited partnership units outstanding. Per unit information has been computed based on 134,980 limited partnership units outstanding in 1998 and 1997. 27. Financial Data Schedule for the quarter ended March 31, 1998. Registrant has omitted instruments with respect to long-term debt where the total amount of securities authorized thereunder does not exceed 10% of the total assets of the Registrant. Registrant agrees to furnish a copy of each such instruments to the Commission upon request. (b) Reports on Form 8-K. There were no Form 8-K's file during the quarter ended March 31, 1998. McNEIL REAL ESTATE FUND X, LTD. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized: McNEIL REAL ESTATE FUND X, LTD. By: McNeil Partners, L.P., General Partner By: McNeil Investors, Inc., General Partner May 14, 1998 By: /s/ Ron K. Taylor - ------------ ----------------------------------------- Date Ron K. Taylor President and Director of McNeil Investors, Inc. (Principal Financial Officer) May 14, 1998 By: /s/ Brandon K. Flaming - ------------ ----------------------------------------- Date Brandon K. Flaming Vice President of McNeil Investors, Inc. (Principal Accounting Officer)