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 0-14007
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MCNEIL REAL ESTATE FUND XX, L.P.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
California 33-0050225
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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 XX, L.P.
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
- ------- --------------------
BALANCE SHEETS
(Unaudited)
June 30, December 31,
1997 1996
---------------- ---------------
ASSETS
- ------
Real estate investments:
Land..................................................... $ 392,000 $ 699,697
Buildings and improvements............................... 3,768,792 6,192,970
-------------- -------------
4,160,792 6,892,667
Less: Accumulated depreciation.......................... (1,169,894) (1,435,080)
-------------- -------------
2,990,898 5,457,587
Asset held for sale......................................... 2,365,588 -
Mortgage loan investments, net of allowance of
$792,013 at June 30, 1997 and
December 31, 1996........................................ 3,337,025 3,404,553
Mortgage loan investment - affiliate........................ 733,900 733,900
Cash and cash equivalents .................................. 2,591,988 3,188,257
Cash segregated for security deposits....................... 37,174 54,950
Interest and other accounts receivable...................... 72,470 74,629
Escrow deposits............................................. 94,289 153,977
Deferred borrowing costs, net of accumulated amorti-
zation of $52,748 and $45,275 at June 30, 1997
and December 31, 1996, respectively...................... 108,746 116,219
Prepaid expenses and other assets........................... 7,347 5,034
-------------- -------------
$ 12,339,425 $ 13,189,106
============== =============
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
- ------------------------------------------
Mortgage note payable, net.................................. $ 2,691,942 $ 2,715,909
Accounts payable and other accrued expenses................. 40,011 97,230
Accrued property taxes...................................... 69,595 130,957
Payable to affiliates....................................... 13,010 40,962
Deferred revenue............................................ 160,540 163,852
Security deposits and deferred rental revenue............... 41,645 43,782
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3,016,743 3,192,692
-------------- -------------
Partners' equity (deficit):
Limited partners - 60,000 limited partnership
units authorized; 49,512 limited partnership
units issued and outstanding at June 30, 1997
and December 31, 1996.................................. 9,640,782 10,315,277
General Partner.......................................... (318,100) (318,863)
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9,322,682 9,996,414
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$ 12,339,425 $ 13,189,106
============== =============
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 XX, L.P.
STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
--------------------------------- ---------------------------------
1997 1996 1997 1996
-------------- --------------- -------------- --------------
Revenue:
Rental revenue................ $ 327,275 $ 345,660 $ 657,911 $ 708,567
Interest income on mortgage
loan investments............ 62,495 70,843 130,252 141,857
Interest income on mortgage
loan investment - affiliate. 15,305 15,306 30,442 30,610
Other interest income......... 32,747 46,484 69,800 93,314
------------- ------------- ------------- -------------
Total revenue............... 437,822 478,293 888,405 974,348
------------- ------------- ------------- -------------
Expenses:
Interest...................... 61,844 62,618 123,975 125,499
Depreciation.................. 59,437 84,728 145,024 169,354
Property taxes................ 44,820 36,900 89,239 84,976
Personnel costs............... 35,600 33,740 77,462 70,724
Utilities..................... 20,023 18,221 39,639 37,931
Repairs and maintenance....... 19,482 30,915 69,308 62,050
Property management
fees - affiliates........... 16,597 16,931 32,823 33,816
Other property operating
expenses.................... 14,896 20,231 46,274 38,965
General and administrative.... 25,025 23,862 56,464 51,961
General and administrative -
affiliates.................. 67,178 84,714 131,935 167,936
------------- ------------- ------------- -------------
Total expenses.............. 364,902 412,860 812,143 843,212
------------- ------------- ------------- -------------
Net income....................... $ 72,920 $ 65,433 $ 76,262 $ 131,136
============= ============= ============= =============
Net income allocable
to limited partners........... $ 72,190 $ 64,779 $ 75,499 $ 129,825
Net income allocable
to General Partner............ 730 654 763 1,311
------------- ------------- ------------- -------------
Net income....................... $ 72,920 $ 65,433 $ 76,262 $ 131,136
============= ============= ============= =============
Net income per limited
partnership unit.............. $ 1.46 $ 1.31 $ 1.52 $ 2.62
============= ============= ============= =============
Distributions per limited
partnership unit.............. $ - $ - $ 15.15 $ 12.12
============= ============= ============= =============
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 XX, L.P.
STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
(Unaudited)
For the Six Months Ended June 30, 1997 and 1996
Total
General Limited Partners'
Partner Partners Equity
--------------- --------------- ---------------
Balance at December 31, 1995.............. $ (320,030) $ 11,399,658 $ 11,079,628
Net income................................ 1,311 129,825 131,136
Distributions............................. - (599,975) (599,975)
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Balance at June 30, 1996.................. $ (318,719) $ 10,929,508 $ 10,610,789
============= ============= =============
Balance at December 31, 1996.............. $ (318,863) $ 10,315,277 $ 9,996,414
Net income................................ 763 75,499 76,262
Distributions............................. - (749,994) (749,994)
------------- ------------- -------------
Balance at June 30, 1997.................. $ (318,100) $ 9,640,782 $ 9,322,682
============= ============= =============
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 XX, L.P.
STATEMENTS OF CASH FLOWS
(Unaudited)
Decrease in Cash and Cash Equivalents
Six Months Ended
June 30,
-------------------------------------------
1997 1996
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Cash flows from operating activities:
Cash received from tenants........................ $ 674,778 $ 721,380
Cash paid to suppliers............................ (361,511) (331,385)
Cash paid to affiliates........................... (192,710) (197,406)
Interest received................................. 207,023 229,412
Interest received from affiliates................. 24,443 24,443
Interest paid..................................... (112,663) (114,847)
Property taxes paid............................... (19,644) (13,768)
Property taxes escrowed........................... (61,600) (58,200)
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Net cash provided by operating activities............ 158,116 259,629
----------------- --------------
Cash flows from investing activities:
Additions to real estate investments.............. (43,923) (10,212)
Collection of principal on mortgage loan
investments..................................... 67,528 65,877
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Net cash provided by investing activities............ 23,605 55,665
----------------- --------------
Cash flows from financing activities:
Principal payments on mortgage note payable....... (27,996) (25,812)
Distributions paid................................ (749,994) (599,975)
----------------- --------------
Net cash used in financing activities................ (777,990) (625,787)
----------------- --------------
Net decrease in cash and cash equivalents............ (596,269) (310,493)
Cash and cash equivalents at beginning of
period............................................ 3,188,257 3,927,223
----------------- --------------
Cash and cash equivalents at end of period........... $ 2,591,988 $ 3,616,730
================= ==============
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 XX, L.P.
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........................................... $ 76,262 $ 131,136
--------------- --------------
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation...................................... 145,024 169,354
Amortization of deferred borrowing costs.......... 7,473 7,006
Amortization of discount on mortgage note
payable......................................... 4,029 3,821
Changes in assets and liabilities:
Cash segregated for security deposits........... 17,776 2,375
Interest and other accounts receivable.......... 2,159 3,017
Escrow deposits................................. 59,688 (58,966)
Prepaid expenses and other assets............... (2,313) 2,366
Accounts payable and other accrued
expenses...................................... (57,219) (70,150)
Accrued property taxes.......................... (61,362) 71,208
Payable to affiliates........................... (27,952) 4,346
Deferred revenue................................ (3,312) (3,312)
Security deposits and deferred rental
revenue....................................... (2,137) (2,572)
--------------- --------------
Total adjustments............................. 81,854 128,493
--------------- --------------
Net cash provided by operating activities............ $ 158,116 $ 259,629
=============== ==============
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 XX, L.P.
Notes to Financial Statements
June 30, 1997
(Unaudited)
NOTE 1.
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McNeil Real Estate Fund XX, L.P. (the "Partnership"), formerly known as
Southmark Income Investors, Ltd., was organized on July 19, 1984 as a limited
partnership under the provisions of the California Revised 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 ("McNeil"). The principal place of business for the Partnership and
the General Partner is 13760 Noel Road, Suite 700, 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 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 XX, L.P., c/o The Herman Group, 2121 San Jacinto St.,
26th Floor, Dallas, Texas 75201.
NOTE 3.
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Certain prior period amounts have been reclassified to conform with the current
period presentation.
NOTE 4.
- -------
The Partnership pays property management fees equal to 5% of the gross rental
receipts for its properties to McNeil Real Estate Management, Inc. ("McREMI"),
an affiliate of the General Partner, for providing property management services.
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, (ii) a value of
$10,000 per apartment unit or (iii) on 1130 Sacramento, the net book value of
the property is used to arrive at the property tangible asset value. The
property tangible asset value is then added to the book value of all other
assets excluding intangible items. The fee percentage decreases subsequent to
1999.
Compensation and reimbursements paid to or accrued for the benefit of the
General Partner and its affiliates are as follows:
Six Months Ended
June 30,
-------------------------
1997 1996
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Property management fees...................... $ 32,823 $ 33,816
Charged to general and administrative -
affiliates:
Partnership administration................. 55,744 81,607
Asset management fee....................... 76,191 86,329
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$ 164,758 $ 201,752
======== ==========
Payable to affiliates at June 30, 1997 and December 31, 1996 consisted primarily
of unpaid property management fees, Partnership general and administrative
expenses and asset management fees and are due and payable from current
operations.
NOTE 5.
- -------
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 1130 Sacramento Condominiums was placed on the market for sale, no
depreciation was taken effective April 15, 1997. On August 1, 1997, the
Partnership sold one of the four condominium units to a non-affiliate for $1.6
million. The Partnership anticipates recognizing a gain on sale of real estate
of approximately $685,000 as a result of this transaction in the third quarter
of 1997. The purchaser of the condominium unit has offered to purchase the
remaining three units for a total of $3.1 million.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
- ------- ---------------------------------------------------------------
RESULTS OF OPERATIONS
---------------------
FINANCIAL CONDITION
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There has been no significant change in the operations of Sterling Springs
Apartments or 1130 Sacramento Condominiums since December 31, 1996.
The Partnership reported net income of $76,262 for the first six months of 1997
as compared to $131,136 for the same period in 1996. Revenues in 1997 decreased
to $888,405 from $974,348 in 1996, while expenses were $812,143 in 1997 as
compared to $843,212 in 1996.
Net cash provided by operating activities was $158,116 for the six months ended
June 30, 1997. The Partnership expended $43,923 for capital improvements, made
$27,996 in principal payments on its mortgage note payable, and collected
$67,528 of principal on mortgage loan investments. After distributions of
$749,994 to the limited partners, cash and cash equivalents totaled $2,591,988
at June 30, 1997, a net decrease of $596,269 from the balance at December 31,
1996.
RESULTS OF OPERATIONS
- ---------------------
Revenue:
Total revenue decreased by $40,471 and $85,943 for the three and six month
periods ended June 30, 1997, respectively, as compared to the same periods in
1996. The decrease was mainly due to a decrease in rental revenue and other
interest income, as discussed below.
Rental revenue for the three and six months ended June 30, 1997 decreased by
$18,385 and $50,656, respectively, as compared to the same periods in 1996. The
decrease was mainly due to a decrease in rental revenue at 1130 Sacramento. One
of the four condominium units was vacant during the second quarter of 1997.
There was also a decline in rental rates in 1997. In addition, rental revenue at
Sterling Springs decreased slightly due to a decrease in average occupancy
rates. Occupancy decreased from 99% at December 31, 1995 to 93% at June 30,
1996. Occupancy further declined to 91% at December 31, 1996 and increased to
96% at June 30, 1997.
Other interest income decreased by $13,737 and $23,514 for the three and six
month periods ended June 30, 1997, respectively, as compared to the same periods
in 1996. The decrease was the result of a decrease in cash available for
short-term investment in 1997, mainly due to the payment of distributions to
limited partners. The Partnership held $2.6 million of cash and cash equivalents
at June 30, 1997 as compared to $3.6 million at June 30, 1996.
Expenses:
Total expenses for the three and six month periods ended June 30, 1997 decreased
by $47,958 and $31,069, respectively, as compared to the same periods in 1996.
The decrease was mainly due to a decrease in depreciation expense and general
and administrative - affiliates, partially offset by an increase in repairs and
maintenance and other property operating expenses, as discussed below.
Depreciation and amortization expense for the three and six months ended June
30, 1997 decreased by $25,291 and $24,330, respectively, in relation to the same
periods in 1996. The decrease was due to 1130 Sacramento Condominiums being
classified as an asset held for sale by the Partnership effective April 15,
1997. In accordance with 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," the Partnership
ceased recording depreciation on the asset at the time it was placed on the
market for sale.
Repairs and maintenance expense decreased by $11,433 for the three months and
increased by $7,258 for the six months ended June 30, 1997 as compared to the
same periods in 1996. The overall increase was mainly the result of increased
turnover and expenses incurred to maintain occupancy at Sterling Springs
Apartments in the first quarter of 1997.
For the three and six months ended June 30, 1997, other property operating
expenses decreased by $5,335 and increased by $7,309, respectively. The overall
increase was mainly due to an increase in referral fees paid in the first
quarter of 1997 in an effort to increase occupancy at Sterling Springs.
General and administrative - affiliates decreased by $17,536 and $36,001 for the
three and six months ended June 30, 1997, respectively, as compared to the same
periods in 1996. The decrease was mainly due to a decrease in overhead expenses
allocated to the Partnership by McREMI, approximately $14,000 of which was due
to investor services being performed by an unrelated third party in 1997.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
The Partnership generated $158,116 through operating activities for the first
six months of 1997 as compared to $259,629 generated during the first six months
of 1996. The decrease in 1997 was primarily due to a decrease in cash received
from tenants and interest received (see discussion of decrease in rental revenue
and other interest income, above). In addition, there was a decrease in cash
paid to suppliers due to the timing of the payment of invoices in 1997.
The Partnership expended $43,923 and $10,212 for capital improvements to its
properties during the first six months of 1997 and 1996, respectively. In 1997,
the Partnership replaced carpeting at Sterling Springs in an effort to upgrade
the apartment units and increase occupancy. In addition, a retaining wall was
replaced at Sterling Springs.
The Partnership distributed $749,994 and $599,975 to the limited partners during
the six months ended June 30, 1997 and 1996, respectively.
Short-term liquidity:
At June 30, 1997, the Partnership held cash and cash equivalents of $2,591,988.
This balance provides a reasonable level of working capital for the
Partnership's immediate needs in operating its properties.
In 1997, operations of Sterling Springs Apartments and 1130 Sacramento are
expected to provide sufficient positive cash flow for normal operations.
Management will perform routine repairs and maintenance on the properties to
preserve and enhance their value and competitiveness in the market. Capital
improvements to the Partnership's properties in 1997 are expected to be funded
from operations of the properties.
For 1997, management expects that cash from operations of its properties and
principal and interest collections on the mortgage loan investments, along with
the present balance of cash and cash equivalents held, will allow the
Partnership to meet its obligations as they come due.
Long-term liquidity:
Only one property, Sterling Springs Apartments, is encumbered with mortgage
debt. The mortgage on this property is not due until 2003.
In the event that the Partnership acquires ownership of other properties through
foreclosure, the cash and cash equivalent balances presently held will provide a
source for the maintenance and improvement of the properties. Because the timing
and number of properties which may be foreclosed is uncertain, there is no
assurance that the balances presently held will be sufficient for needed capital
improvements. At present, there are no commitments nor any known needs for
improvements to the properties securing the Partnership's loans. The Partnership
has no existing lines of credit from outside sources.
Another possible source of funds is the sale of the Partnership's mortgage loan
investments or properties securing the Partnership's mortgage loans. Such sales
are possibilities only, and since the Partnership does not control the
properties securing its loans, sales of those properties may occur only if
initiated by the borrower or in the event of foreclosure by the Partnership.
There is no assurance that any sales can be contracted or closed to coincide
with the Partnership's future cash needs. For the long term, the Partnership
will remain dependent on operations of the properties it owns or of the
properties securing its loans as the primary source of debt repayment, until the
properties can be sold.
The Partnership has determined to begin orderly liquidation of all its assets.
Although there can be no assurance as to the timing of the liquidation due to
real estate market conditions, the general difficulty of disposing of real
estate, and other general economic factors, it is anticipated that such
liquidation would result in the dissolution of the Partnership followed by a
liquidating distribution to the limited partners by December 1998. In this
regard, the Partnership has placed 1130 Sacramento Condominiums on the market
for sale effective April 15, 1997. On August 1, 1997, the Partnership sold one
of the four condominium units to a non-affiliate for $1.6 million. The purchaser
of the unit has offered to purchase the remaining three units for a total of
$3.1 million.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
- ------- -----------------
James F. Schofield, Gerald C. Gillett, Donna S. Gillett, Jeffrey Homburger,
Elizabeth Jung, Robert Lewis, and Warren Heller et al. v. McNeil Partners L.P.,
McNeil Investors, Inc., McNeil Real Estate Management, Inc., Robert A. McNeil,
Carole J. McNeil, McNeil Pacific Investors Fund 1972, Ltd., McNeil Real Estate
Fund IX, Ltd., McNeil Real Estate Fund X, Ltd., McNeil Real Estate Fund XI,
Ltd., McNeil Real Estate Fund XII, Ltd., McNeil Real Estate Fund XIV, Ltd.,
McNeil Real Estate Fund XV, Ltd., McNeil Real Estate Fund XX, L.P., McNeil Real
Estate Fund XXI, L.P., McNeil Real Estate Fund XXII, L.P., McNeil Real Estate
Fund XXIV, L.P., McNeil Real Estate Fund XXV, L.P., McNeil Real Estate Fund
XXVI, L.P., and McNeil Real Estate Fund XXVII, L.P., et al. - Superior Court of
the State of California for the County of Los Angeles, Case No. BC133799 (Class
and Derivative Action Complaint).
The action involves purported class and derivative actions brought by limited
partners of each of the fourteen limited partnerships that were named as nominal
defendants as listed above (the "Partnerships"). Plaintiffs allege that McNeil
Investors, Inc., its affiliate McNeil Real Estate Management, Inc. and three of
their senior officers and/or directors (collectively, the "Defendants") breached
their fiduciary duties and certain obligations under the respective Amended
Partnership Agreement. Plaintiffs allege that Defendants have rendered such
Units highly illiquid and artificially depressed the prices that are available
for Units on the resale market. Plaintiffs also allege that Defendants engaged
in a course of conduct to prevent the acquisition of Units by an affiliate of
Carl Icahn by disseminating purportedly false, misleading and inadequate
information. Plaintiffs further allege that Defendants acted to advance their
own personal interests at the expense of the Partnerships' public unit holders
by failing to sell Partnership properties and failing to make distributions to
unitholders.
On December 16, 1996, the Plaintiffs filed a consolidated and amended complaint.
Plaintiffs are suing for breach of fiduciary duty, breach of contract and an
accounting, alleging, among other things, that the management fees paid to the
McNeil affiliates over the last six years are excessive, that these fees should
be reduced retroactively and that the respective Amended Partnership Agreements
governing the Partnerships are invalid.
Defendants filed a demurrer to the consolidated and amended complaint and a
motion to strike on February 14, 1997, seeking to dismiss the consolidated and
amended complaint in all respects. A hearing on Defendant's demurrer and motion
to strike was held on May 5, 1997. The Court granted Defendants' demurrer,
dismissing the consolidated and amended complaint with leave to amend.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
- ------- --------------------------------
(a) Exhibits.
Exhibit
Number Document 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).
11. Statement regarding computation of Net
Income per Limited Partnership Unit: Net
income (loss) per limited partnership unit
is computed by dividing net income (loss)
allocated to the limited partners by the
weighted average number of limited
partnership units outstanding. Per unit
information has been computed based on
49,512 limited partnership units outstanding
in 1997 and 1996.
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 XX, 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 XX, L.P.
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/ Carol A. Fahs
- --------------- ------------------------------------------
Date Carol A. Fahs
Vice President of McNeil Investors, Inc.
(Principal Accounting Officer)