UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the period ended June 30, 1997
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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 0-9783
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MCNEIL REAL ESTATE FUND XI, LTD.
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(Exact name of registrant as specified in its charter)
California 94-2669577
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
13760 Noel Road, Suite 600, LB70, Dallas, Texas 75240
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(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
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MCNEIL REAL ESTATE FUND XI, LTD.
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
- ------- --------------------
BALANCE SHEETS
June 30, December 31,
1997 1996
--------------- ---------------
ASSETS
- ------
Real estate investments:
Land..................................................... $ 4,572,654 $ 4,572,654
Buildings and improvements............................... 51,012,004 50,600,784
-------------- --------------
55,584,658 55,173,438
Less: Accumulated depreciation.......................... (33,227,314) (32,181,184)
-------------- --------------
22,357,344 22,992,254
Asset held for sale......................................... 4,229,356 4,203,597
Cash and cash equivalents................................... 2,514,386 2,351,879
Cash segregated for security deposits....................... 430,957 403,949
Accounts receivable......................................... 64,048 204,542
Prepaid expenses and other assets........................... 120,969 256,151
Escrow deposits............................................. 1,006,113 662,003
Deferred borrowing costs (net of accumulated
amortization of $596,675 and $515,702 at
June 30, 1997 and December 31, 1996,
respectively)............................................ 1,436,805 1,517,778
-------------- --------------
$ 32,159,978 $ 32,592,153
============== ==============
LIABILITIES AND PARTNERS' DEFICIT
- ---------------------------------
Mortgage notes payable, net................................. $ 36,442,243 $ 36,666,074
Mortgage note payable - affiliate........................... 2,588,971 2,588,971
Accounts payable............................................ 16,648 52,886
Accrued interest............................................ 273,725 272,189
Accrued interest - affiliate................................ 20,215 23,239
Accrued expenses............................................ 660,178 455,857
Deferred gain - fire damage................................ - 174,656
Payable to affiliates - General Partner..................... 1,915,226 2,558,338
Security deposits and deferred rental revenue............... 451,725 433,407
-------------- --------------
42,368,931 43,225,617
-------------- --------------
Partners' deficit:
Limited partners - 159,813 limited partnership units
authorized and outstanding at June 30, 1997
and December 31, 1996.................................. (4,311,898) (4,179,456)
General Partner.......................................... (5,897,055) (6,454,008)
-------------- --------------
(10,208,953) (10,633,464)
-------------- --------------
$ 32,159,978 $ 32,592,153
============== ==============
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 XI, LTD.
STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
--------------------------------- ---------------------------------
1997 1996 1997 1996
-------------- --------------- -------------- --------------
Revenue:
Rent revenue.................. $ 3,763,175 $ 3,660,607 $ 7,513,324 $ 7,329,367
Interest...................... 26,967 31,667 52,861 58,629
Gain on involuntary
conversion.................. 172,987 - 172,987 -
------------- ------------- ------------- -------------
Total revenue............... 3,763,129 3,692,274 7,739,172 7,387,996
------------- ------------- ------------- -------------
Expenses:
Interest...................... 885,338 948,783 1,772,553 1,909,949
Interest - affiliate mortgage. 61,444 - 120,875 -
Depreciation.................. 523,065 593,040 1,046,130 1,248,753
Property taxes................ 217,794 214,521 435,588 439,182
Personnel expenses............ 418,305 395,593 914,639 881,605
Utilities..................... 269,997 246,637 546,678 516,572
Repair and maintenance........ 550,002 542,460 1,054,106 974,943
Property management
fees - affiliates........... 187,546 182,218 373,869 364,392
Other property operating
expenses.................... 172,256 198,146 375,354 389,758
General and administrative.... 44,538 31,674 101,220 81,891
General and administrative -
affiliates.................. 66,130 96,525 132,009 193,851
------------- ------------- ------------- -------------
Total expenses.............. 3,396,415 3,449,597 6,873,021 7,000,896
------------- ------------- ------------- -------------
Net income....................... $ 566,714 $ 242,677 $ 866,151 $ 387,100
============= ============= ============= =============
Net income (loss) allocable to
limited partners.............. $ 442,417 $ 230,543 $ (132,442) $ 367,745
Net income allocable
to General Partner............ 124,297 12,134 998,593 19,355
------------- ------------- ------------- -------------
Net income....................... $ 566,714 $ 242,677 $ 866,151 $ 387,100
============= ============= ============= =============
Net income (loss) per limited
partnership unit.............. $ 2.77 $ 1.44 $ (.83) $ 2.30
============= ============= ============= =============
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 XI, LTD.
STATEMENTS OF PARTNERS' DEFICIT
(Unaudited)
For the Six Months Ended June 30, 1997 and 1996
Total
General Limited Partners'
Partner Partners Deficit
--------------- --------------- ---------------
Balance at December 31, 1995.............. $ (6,339,886) $ (4,983,492) $ (11,323,378)
Net income................................ 19,355 367,745 387,100
Management Incentive Distribution......... (441,664) - (441,664)
------------- ------------- -------------
Balance at June 30, 1996.................. $ (6,762,195) $ (4,615,747) $ (11,377,942)
============= ============= =============
Balance at December 31, 1996.............. $ (6,454,008) $ (4,179,456) $ (10,633,464)
Net income (loss)......................... 998,593 (132,442) 866,151
Management Incentive Distribution......... (441,640) - (441,640)
------------- ------------- -------------
Balance at June 30, 1997.................. $ (5,897,055) $ (4,311,898) $ (10,208,953)
============= ============= =============
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 XI, LTD.
STATEMENTS OF CASH FLOWS
(Unaudited)
Increase (Decrease) in Cash and Cash Equivalents
Six Months Ended
June 30,
-------------------------------------------
1997 1996
------------------- ----------------
Cash flows from operating activities:
Cash received from tenants........................ $ 7,484,507 $ 7,375,490
Cash paid to suppliers............................ (2,968,518) (2,789,291)
Cash paid to affiliates........................... (539,730) (519,761)
Interest received................................. 52,861 58,629
Interest paid..................................... (1,678,278) (1,838,588)
Interest paid - affiliates........................ (123,899) -
Property taxes paid............................... (513,947) (486,140)
----------------- --------------
Net cash provided by operating activities............ 1,712,996 1,800,339
----------------- --------------
Cash flow from investing activities:
Additions to real estate investments.............. (436,979) (907,667)
Insurance proceeds from fire...................... 172,987 -
----------------- --------------
Net cash used in investing activities................ (263,992) (907,677)
----------------- --------------
Cash flows from financing activities:
Principal payments on mortgage notes
payable......................................... (235,597) (237,172)
Management Incentive Distribution................. (1,050,900) -
----------------- --------------
Net cash used in financing activities................ (1,286,497) (237,172)
----------------- --------------
Net increase in cash and cash equivalents............ 162,507 655,500
Cash and cash equivalents at beginning of
period............................................ 2,351,879 2,030,544
----------------- --------------
Cash and cash equivalents at end of period........... $ 2,514,386 $ 2,686,044
================= ==============
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 XI, LTD.
STATEMENTS OF CASH FLOWS
(Unaudited)
Reconciliation of Net Income to Net Cash Provided by
Operating Activities
Six Months Ended
June 30,
----------------------------------------
1997 1996
---------------- ----------------
Net income........................................... $ 866,151 $ 387,100
--------------- ---------------
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation...................................... 1,046,130 1,248,753
Amortization of deferred borrowing costs.......... 80,973 63,674
Amortization of discounts on mortgage
notes payable................................... 11,766 9,528
Gain on involuntary conversion-................... (172,987) -
Changes in assets and liabilities:
Cash segregated for security deposits........... (27,008) 5,157
Accounts receivable............................. (32,493) (155,112)
Prepaid expenses and other assets............... 135,182 144,356
Escrow deposits................................. (344,110) (240,498)
Accounts payable................................ (37,907) 49,819
Accrued interest................................ 1,536 (1,841)
Accrued interest-affiliates..................... (3,024) -
Accrued expenses................................ 204,321 (78,527)
Payable to affiliates - General Partner......... (33,852) 38,482
Security deposits and deferred rental
revenue....................................... 18,318 28,626
--------------- --------------
Total adjustments............................. 846,845 1,413,239
--------------- --------------
Net cash provided by operating activities............ $ 1,712,996 $ 1,800,339
=============== ==============
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 XI, LTD.
Notes to Financial Statements
(Unaudited)
June 30, 1997
NOTE 1.
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McNeil Real Estate Fund XI, Ltd. (the "Partnership") was organized June 2, 1980
as a limited partnership under the provisions of the California Uniform Limited
Partnership Act. The general partner of the Partnership is McNeil Partners, L.P.
(the "General Partner"), a Delaware limited partnership, an affiliate of Robert
A. McNeil. The Partnership is governed by an amended and restated limited
partnership agreement, dated August 6, 1991 (the "Amended Partnership
Agreement"). The principal place of business for the Partnership and for 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 financial position and results of
operations of the Partnership. All adjustments were of a normal recurring
nature. However, the results of operations for the six months ended June 30,
1997 are not necessarily indicative of the results to be expected for the year
ending December 31, 1997.
NOTE 2.
- -------
The financial statements should be read in conjunction with the financial
statements contained in the Partnership's Annual Report on Form 10-K for the
year ended December 31, 1996, and the notes thereto, as filed with the
Securities and Exchange Commission, which is available upon request by writing
to McNeil Real Estate Fund XI, Ltd. c/o The Herman Group, 2121 San Jacinto St.,
26th Floor, Dallas, TX 75201.
NOTE 3.
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The Partnership pays property management fees equal to 5% of 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 and leasing services.
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 to arrive at the property
tangible asset value. The property tangible asset value is then added to the
book value of all other assets excluding intangible items.
MID will be paid to the extent of the lesser of the Partnership's excess cash
flow, as defined, or net operating income, as defined ("the Entitlement
Amount"), and may be paid (i) in cash, unless there is insufficient cash to pay
the distribution in which event any unpaid portion not taken in limited
partnership units ("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.
In November 1996, the Partnership obtained a loan from McNeil Real Estate Fund
XXVII, L.P., an affiliate of the General Partner, for $2,588,971. The note is
secured by Rock Creek Apartments and requires monthly interest-only payments
equal to the prime lending rate of Bank of America plus 1% with the principal
balance due November 25, 1999.
Compensation, reimbursements and distributions paid to or accrued for the
benefit of the General Partner and its affiliates are as follows:
Six Months Ended
June 30,
------------------------
1997 1996
---------- ----------
Property management fees - affiliates................ $ 373,869 $ 364,392
Interest - affiliates................................ 120,875 -
Charged to general and administrative affiliates:
Partnership administration........................ 132,009 193,851
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$ 626,753 $ 558,243
========= =========
Charged to General Partner's deficit:
MID............................................... $ 441,640 $ 441,664
========= =========
NOTE 4.
- -------
In 1996, the Partnership adopted the Financial Accounting Standards Board's
Statement of Financial Accounting Standards No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of."
This statement requires the cessation of depreciation on assets held for sale.
Since Rock Creek is currently classified as an asset held for sale, no
depreciation was recognized effective October 1, 1996. On August 1, 1997, the
Partnership placed The Park on the market for sale and will accordingly cease
recording depreciation charges effective August 1, 1997.
NOTE 5.
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On January 8, 1996, 23,347 square feet of Knollwood Apartments was destroyed by
fire causing $856,654 in damages. The Partnership has received $681,998 in
insurance reimbursements as of December 31, 1996, to cover the cost to repair
Knollwood. In 1997, the property received an additional $172,987 in insurance
reimbursements. Insurance reimbursements received in excess of the basis of the
property damaged were recorded as a gain on involuntary conversion. The
Partnership recorded a gain of $172,987 in 1997.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
- ------- ---------------------------------------------------------------
RESULTS OF OPERATIONS
---------------------
FINANCIAL CONDITION
- -------------------
The Partnership is engaged in real estate activities, including the ownership,
operation and management of residential and other real estate related assets. At
June 30, 1997, the Partnership owned eight apartment properties, which are all
subject to mortgage notes.
RESULTS OF OPERATIONS
- ---------------------
Revenue:
Partnership revenues increased by $351,176 or 5% for the period ended June 30,
1997, as compared to the same period last year. Rental revenue increased
$183,957 or 3% for the six months ended June 30, 1997. Interest income decreased
by $5,768 or 10% for the period ended June 30, 1997. The Partnership also
recognized a gain on involuntary conversion of $172,987 as a result of a fire at
Knollwood.
Rental revenue for the first six months of 1997 was $7,513,324 as compared to
$7,329,367 for the same period in 1996. The increase in rental revenue is
primarily due to an increase in occupancy rates at Acacia Lakes and Sun Valley
along with increases in the rental rates at Acacia Lakes, Knollwood, Sun Valley
and Villa Del Rio.
Expenses:
Total Partnership expenses decreased by $127,875 or 2% for the period ending
June 30, 1997 as compared to the same period in 1996. Decreases in interest,
depreciation, other property operation and general and administrative -
affiliates were offset by increases in repairs and maintenance.
Interest expense decreased by $137,396 or 7% for the six months ended June 30,
1997 as compared to the same period last year. This decrease is due to the
payoff of The Village mortgage note in November 1996 and receiving a mortgage
loan from an affiliate.
Interest expense - affiliate increase by $120,875 due to the mortgage loan from
an affiliate in November 1996 on The Village. This loan accrues interest at a
rate of prime plus 1% and at June 30, 1997, the interest rate was 8.5%.
Depreciation decreased by $202,623 or 16% for six months ended June 30, 1997 as
compared to the same period in 1996. This decrease is mainly due to Rock Creek,
which is currently classified as an asset held for sale, for which no
depreciation has been recognized since October 1, 1996.
Repairs and maintenance expense for the six months ended June 30, 1997,
increased by $79,163 or 8% compared to the same period in 1996. This increase
can be attributed to the replacement of appliances, which met the Partnership's
criteria for capitalization based on the magnitude of replacements in 1996, but
were expensed in 1997. The increase is also due to the increase in grounds
maintenance at Acacia Lakes.
General and administrative expenses increased $19,329 or 24% for the first six
months of 1997 as compared to the same period last year. Costs incurred for
investor services were paid to an unrelated third party in 1997. In 1996, these
costs were paid to an affiliate of the General Partner and were included in
general and administrative - affiliates.
General and administrative - affiliates expense decreased by $61,842 or 32% for
the first six months of 1997 as compared to the same period last year due to the
reduction of overhead expenses allocable to the Partnership. Allocated expenses
decreased in part due to investor services being performed by an unrelated third
party in 1997, as discussed above.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
The Partnership generated $1,712,996 through operating activities for the period
ending June 30, 1997 as compared to $1,800,339 for the same period in 1996. This
decrease is primarily due to an increase in cash paid to suppliers and an
increase in interest paid to affiliates.
The Partnership funded $436,979 in additions to real estate investments for the
six months ending June 30, 1997. All of the Partnership's properties continued
capital improvement projects to enhance the value of the properties so they can
remain competitive in the market. The Partnership also received $172,987 in
insurance proceeds due to a fire at Knollwood in January 1996.
Financing activities included principal payments on mortgage notes of
$235,597 and MID payments of $1,050,900.
Short-term liquidity:
At June 30, 1997, the Partnership held cash and cash equivalents of $2,514,386.
The General Partner considers this level of cash reserves to be adequate to meet
the Partnership's operating needs. The Partnership resumed MID payments during
the third quarter of 1996 and will continue making MID payments as long as the
Partnership's properties continue to perform as projected. The General Partner
believes that anticipated operating results for 1997 will be sufficient to fund
the Partnership's budgeted $1.4 million in capital improvements for 1997 and to
repay the current portion of the Partnership's mortgage notes.
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 will yield improved cash flow from property
operations in the future. If the Partnership's cash position deteriorates, the
General Partner may elect to defer certain of the capital improvements, except
where such improvements are expected to increase the competitiveness or
marketability of the Partnership's properties.
The Partnership has determined to begin orderly liquidation of all its assets.
Although there can be no assurance as to the timing of the liquidation due to
real estate market conditions, the general difficulty of disposing of real
estate, and other general economic factors, it is anticipated that such
liquidation would result in the dissolution of the Partnership followed by a
liquidating distribution to Unit holders by December 2001. In this regard, the
Partnerships has placed Rock Creek on the market for sale. The Partnership has
also placed The Park on the market for sale as of August 1, 1997.
Income allocation and distributions:
Terms of the Amended Partnership Agreement specify that income before
depreciation is allocated to the General Partner to the extent of MID paid in
cash. Depreciation is allocated in the ratio of 95:5 to the limited partners and
the General Partner, respectively. Therefore, for the six months ended June 30,
1997 and 1996, $998,593 and $7,221, respectively, were allocated to the General
Partner. The limited partners received allocations of $(132,442) and $137,202
for the six months ended June 30, 1997 and 1996, respectively.
With the exception of the MID, distributions to partners have been suspended
since 1986 as part of the General Partner's policy of maintaining adequate cash
reserves. Distributions to the limited partners will remain suspended for the
foreseeable future. The General Partner will continue to monitor the cash
reserves and working capital needs of the Partnership to determine when cash
flows will support distributions to the limited partners. A distribution of
$441,640 for the MID has been accrued by the Partnership for the six month
period ending June 30, 1997 for the General Partner.
PART II. - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
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James F. Schofield, Gerald C. Gillett, Donna S. Gillett, Jeffrey Homburger,
Elizabeth Jung, Robert Lewis, and Warren Heller et al. v. McNeil Partners L.P.,
McNeil Investors, Inc., McNeil Real Estate Management, Inc., Robert A. McNeil,
Carole J. McNeil, McNeil Pacific Investors Fund 1972, Ltd., McNeil Real Estate
Fund IX, Ltd., McNeil Real Estate Fund X, Ltd., McNeil Real Estate Fund XI,
Ltd., McNeil Real Estate Fund XII, Ltd., McNeil Real Estate Fund XIV, Ltd.,
McNeil Real Estate Fund XV, Ltd., McNeil Real Estate Fund XX, L.P., McNeil Real
Estate Fund XXI, L.P., McNeil Real Estate Fund XXII, L.P., McNeil Real Estate
Fund XXIV, L.P., McNeil Real Estate Fund XXV, L.P., McNeil Real Estate Fund
XXVI, L.P., and McNeil Real Estate Fund XXVII, L.P., et al. - Superior Court of
the State of California for the County of Los Angeles, Case No. BC133799 (Class
and Derivative Action Complaint).
The action involves purported class and derivative actions brought by limited
partners of each of the fourteen limited partnerships that were named as nominal
defendants as listed above (the "Partnerships"). Plaintiffs allege that McNeil
Investors, Inc., its affiliate McNeil Real Estate Management, Inc. and three of
their senior officers and/or directors (collectively, the "Defendants") breached
their fiduciary duties and certain obligations under the respective Amended
Partnership Agreement. Plaintiffs allege that Defendants have rendered such
Units highly illiquid and artificially depressed the prices that are available
for Units on the resale market. Plaintiffs also allege that Defendants engaged
in a course of conduct to prevent the acquisition of Units by an affiliate of
Carl Icahn by disseminating purportedly false, misleading and inadequate
information. Plaintiffs further allege that Defendants acted to advance their
own personal interests at the expense of the Partnerships' public unit holders
by failing to sell Partnership properties and failing to make distributions to
unitholders.
On December 16, 1996, the Plaintiffs filed a consolidated and amended complaint.
Plaintiffs are suing for breach of fiduciary duty, breach of contract and an
accounting, alleging, among other things, that the management fees paid to the
McNeil affiliates over the last six years are excessive, that these fees should
be reduced retroactively and that the respective Amended Partnership Agreements
governing the Partnerships are invalid.
Defendants filed a demurrer to the consolidated and amended complaint and a
motion to strike on February 14, 1997, seeking to dismiss the consolidated and
amended complaint in all respects. A hearing on Defendant's demurrer and motion
to strike was held on May 5, 1997. The Court granted Defendants' demurrer,
dismissing the consolidated and amended complaint with leave to amend.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
- ------- --------------------------------
(a) Exhibits.
Exhibit
Number Description
------- -----------
4. Amended and Restated Limited Partnership
Agreement dated as of August 6, 1991.
(Incorporated by reference to the Quarterly
Report on Form 10-Q, for the quarter ended
June 30, 1991).
11. Statement regarding computation of net loss
per limited partnership unit: Net loss per
limited partnership unit is computed by
dividing net loss allocated to the limited
partners by the number of limited
partnership units outstanding. Per unit
information has been computed based on
159,813 limited partnership units
outstanding in 1997 and 1996, respectively.
27. Financial Data Schedule for the quarter
ended June 30, 1997.
(b) Reports on Form 8-K. There were no reports on Form 8-K filed during
the quarter ended June 30, 1997.
McNEIL REAL ESTATE FUND XI, 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 XI, Ltd.
By: McNeil Partners, L.P., General Partner
By: McNeil Investors, Inc., General Partner
August 13, 1997 By: /s/ Ron K. Taylor
- --------------- -----------------------------------------
Date Ron K. Taylor
President and Director of McNeil
Investors, Inc.
(Principal Financial Officer)
August 13, 1997 By: /s/ Brandon K. Flaming
- --------------- -----------------------------------------
Date Brandon K. Flaming
Vice President of McNeil Investors, Inc.
(Principal Accounting Officer)