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 September 30, 1996
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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 0-14267
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MCNEIL REAL ESTATE FUND XXIV, L.P.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
California 74-2339537
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
13760 Noel Road, Suite 700, 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 XXIV, L.P.
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
- ------- --------------------
BALANCE SHEETS
(Unaudited)
September 30, December 31,
1996 1995
--------------- --------------
ASSETS
- ------
Real estate investments:
Land..................................................... $ 2,409,114 $ 6,781,836
Buildings and improvements............................... 19,186,599 28,462,935
-------------- -------------
21,595,713 35,244,771
Less: Accumulated depreciation and amortization......... (8,671,651) (12,428,415)
-------------- -------------
12,924,062 22,816,356
Assets held for sale........................................ 9,115,746 -
Cash and cash equivalents................................... 1,816,966 2,381,183
Cash segregated for security deposits....................... 85,742 94,780
Accounts receivable......................................... 583,552 433,580
Prepaid expenses and other assets, net...................... 162,120 186,490
-------------- -------------
$ 24,688,188 $ 25,912,389
============== =============
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
- ------------------------------------------
Mortgage note payable....................................... $ 5,453,523 $ 5,538,527
Accounts payable and accrued expenses....................... 351,837 229,628
Payable to affiliates....................................... 42,664 59,527
Advances from affiliates.................................... - 642,581
Security deposits and deferred rental revenue............... 142,253 102,823
-------------- -------------
5,990,277 6,573,086
-------------- -------------
Partners' equity (deficit):
Limited partners - 40,000 limited partnership
units authorized and outstanding at September 30,
1996 and December 31, 1995............................. 18,719,605 19,362,083
General Partner.......................................... (21,694) (22,780)
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18,697,911 19,339,303
-------------- -------------
$ 24,688,188 $ 25,912,389
============== =============
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,
--------------------------------- ---------------------------------
1996 1995 1996 1995
-------------- --------------- -------------- --------------
Revenue:
Rental revenue................ $ 1,046,447 $ 1,021,347 $ 3,116,216 $ 3,096,514
Interest...................... 23,383 33,500 82,518 88,652
Gain on involuntary
conversion.................. - - 24,663 -
Property tax refunds.......... - 9,709 20,434 35,142
------------- ------------- ------------- -------------
Total revenue............... 1,069,830 1,064,556 3,243,831 3,220,308
------------- ------------- ------------- -------------
Expenses:
Interest...................... 104,306 114,681 323,343 323,958
Depreciation and
amortization................ 307,550 343,764 935,828 1,018,376
Property taxes................ 112,922 124,463 341,190 374,435
Personnel costs............... 71,413 67,504 209,376 221,565
Utilities..................... 54,581 53,322 161,281 147,188
Repairs and maintenance....... 110,042 112,657 306,718 303,870
Property management
fees - affiliates........... 55,842 60,126 171,449 177,202
Other property operating
expenses.................... 56,179 64,508 174,561 184,702
General and administrative.... 47,400 114,289 88,442 179,644
General and administrative -
affiliates.................. 131,883 159,016 423,019 481,876
------------- ------------- ------------- -------------
Total expenses.............. 1,052,118 1,214,330 3,135,207 3,412,816
------------- ------------- ------------- -------------
Net income (loss)................ $ 17,712 $ (149,774) $ 108,624 $ (192,508)
============= ============= ============= =============
Net income (loss) allocable
to limited partners........... $ 17,535 $ (148,276) $ 107,538 $ (190,583)
Net income (loss) allocable
to General Partner............ 177 (1,498) 1,086 (1,925)
------------- -------------- ------------- -------------
Net income (loss)................ $ 17,712 $ (149,774) $ 108,624 $ (192,508)
============= ============= ============= =============
Net income (loss) per limited
partnership unit.............. $ .44 $ (3.71) $ 2.69 $ (4.76)
============= ============= ============= =============
Distributions per limited
partnership unit.............. $ 9.38 $ - $ 18.75 $ -
============= ============= ============= =============
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, 1996 and 1995
Total
General Limited Partners'
Partner Partners Equity
--------------- -------------- ---------------
Balance at December 31, 1994.............. $ (5,832) $ 21,039,922 $ 21,034,090
Net loss.................................. (1,925) (190,583) (192,508)
------------- ------------- -------------
Balance at September 30, 1995............. $ (7,757) $ 20,849,339 $ 20,841,582
============= ============= =============
Balance at December 31, 1995.............. $ (22,780) $ 19,362,083 $ 19,339,303
Net income................................ 1,086 107,538 108,624
Distributions............................. - (750,016) (750,016)
------------- ------------- -------------
Balance at September 30, 1996............. $ (21,694) $ 18,719,605 $ 18,697,911
============ ============== =============
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,
-----------------------------------------
1996 1995
----------------- ----------------
Cash flows from operating activities:
Cash received from tenants........................ $ 3,014,721 $ 3,077,873
Cash paid to suppliers............................ (974,332) (945,852)
Cash paid to affiliates........................... (611,332) (628,715)
Interest received................................. 82,518 88,652
Interest paid..................................... (301,906) (296,578)
Property taxes paid............................... (182,103) (161,040)
Property tax refunds.............................. 20,434 35,142
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Net cash provided by operating activities............ 1,048,000 1,169,482
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Cash flows from investing activities:
Additions to real estate investments.............. (209,616) (284,930)
Proceeds received from insurance company.......... 75,000 -
--------------- --------------
Net cash used in investing activities................ (134,616) (284,930)
--------------- --------------
Cash flows from financing activities:
Principal payments on mortgage note
payable......................................... (85,004) (97,665)
Distributions paid................................ (750,016) -
Repayment of advances from affiliates............. (642,581) -
--------------- --------------
Net cash used in financing activities................ (1,477,601) (97,665)
--------------- --------------
Net increase (decrease) in cash and cash
equivalents....................................... (564,217) 786,887
Cash and cash equivalents at beginning of
period............................................ 2,381,183 1,720,161
--------------- --------------
Cash and cash equivalents at end of period........... $ 1,816,966 $ 2,507,048
=============== ==============
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,
-----------------------------------------
1996 1995
---------------- -----------------
Net income (loss).................................... $ 108,624 $ (192,508)
--------------- ---------------
Adjustments to reconcile net income (loss) to net
cash provided by operating activities:
Gain on involuntary conversion.................... (24,663) -
Depreciation and amortization..................... 935,828 1,018,376
Amortization of deferred borrowing costs.......... 23,309 23,309
Amortization of deferred gain..................... - (15,300)
Changes in assets and liabilities:
Cash segregated for security deposits........... 9,038 (6,091)
Accounts receivable, net........................ (149,972) (60,268)
Prepaid expenses and other assets, net.......... 1,061 (6,763)
Accounts payable and accrued expenses........... 122,209 311,953
Payable to affiliates........................... (16,864) 30,363
Security deposits and deferred rental
revenue....................................... 39,430 66,411
--------------- --------------
Total adjustments............................. 939,376 1,361,990
--------------- --------------
Net cash provided by operating activities............ $ 1,048,000 $ 1,169,482
=============== ==============
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
September 30, 1996
(Unaudited)
NOTE 1.
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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 700, 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, 1996
are not necessarily indicative of the results to be expected for the year ending
December 31, 1996.
NOTE 2.
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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, 1995, 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 700, 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.
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 subsequent to
1999.
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,
-----------------------
1996 1995
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Property management fees............................. $ 171,449 $ 177,202
Charged to general and administrative -
affiliates:
Partnership administration........................ 179,873 231,537
Asset management fee.............................. 243,146 250,339
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$ 594,468 $ 659,078
======== =========
Payable to affiliates at September 30, 1996 and December 31, 1995 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 4.
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In December 1995, wind and hail damage occurred at Pine Hills Apartments.
$75,000 was received from the insurance carrier in February 1996. The
Partnership recorded a $24,663 gain on involuntary conversion in 1996, which
represents the amount of insurance reimbursements received in excess of the
basis of the property damaged.
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 Island Plaza and Southpointe Plaza are currently classified as assets held
for sale, no depreciation has been or will be taken effective April 1, 1996 and
October 1, 1996, respectively.
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 the Partnership's
properties since December 31, 1995. The Partnership reported net income for the
first nine months of 1996 of $108,624 as compared to a net loss of $192,508 for
the first nine months of 1995. Revenues were $3,243,831 in 1996, up from
$3,220,308 for the same period in 1995. Expenses decreased to $3,135,207 in
1996, from $3,412,816 in 1995.
Net cash provided by operating activities was $1,048,000 for the first nine
months of 1996, comparable to the $1,169,482 provided during the first nine
months of 1995. The Partnership expended $85,004 for principal payments on its
mortgage note payable, $209,616 for capital improvements, $750,016 in
distributions to the limited partners and repaid $642,581 of advances from
affiliates. The Partnership received $75,000 from the insurance carrier for
damaged assets. Cash and cash equivalents decreased by $564,217 for the first
nine months of 1996, leaving a balance of $1,816,966 at September 30, 1996.
RESULTS OF OPERATIONS
- ---------------------
Revenue:
Total revenue increased by $5,274 and $23,523 for the three and nine months
ended September 30, 1996, respectively, as compared to the same periods in 1995.
The overall increase was primarily due to the recognition of a gain on
involuntary conversion in the first quarter of 1996 and in rental revenue,
partially offset by a decrease in property tax refunds, as discussed below.
Rental revenue increased by $25,100 and $19,702 for the three and nine months
ended September 30, 1996, respectively, in relation to the respective periods in
1995. The increase was mainly due to a increase in occupancy at Springwood Plaza
Shopping Center from 80% at September 30, 1995 to 88% at September 30, 1996,
partially offset by a decrease in occupancy at Southpointe Plaza Shopping Center
from 85% at September 30, 1995 to 79% at September 30, 1996.
A gain of involuntary conversion of $24,663 was recognized in the first quarter
of 1996 relating to wind and hail damage at Pine Hills Apartments (see Item 1,
Note 4). No such income was recorded in the first nine months of 1995.
The Partnership received a $20,434 refund of Towne Center's prior years'
property taxes in the first quarter of 1996. In the second quarter of 1995, the
Partnership received refunds of prior years' property taxes totaling $35,142
relating to Riverbay Plaza, Southpointe Plaza, and Springwood Plaza Shopping
Centers. These refunds were the result of appeals filed on behalf of the
properties.
Expenses:
Total expenses decreased by $162,212 and $277,609 for the three and nine months
ended September 30, 1996, respectively, as compared to the same periods in 1995.
The decrease was primarily the result of decreases in property taxes, general
and administrative expenses and general and administrative - affiliates,
partially offset by an increase in utilities, as discussed below.
Property taxes decreased by $11,541 and $33,245 for the three and nine months
ended September 30, 1996, respectively, as compared to the same periods in 1995.
The decrease was primarily attributable to a decrease in the assessed taxable
value of Riverbay Plaza, Southpointe Plaza and Springwood Plaza shopping centers
by taxing authorities as a result of an appeal filed in 1995 by the Partnership
on behalf of the properties.
Utilities increased by $1,259 and $14,093 for the three and nine months ended
September 30, 1996, respectively, as compared to the same periods in 1995. The
increase was mainly due to an increase of utility rates and the usage of water
by a tenant at Riverbay Plaza Shopping Center.
General and administrative expenses decreased by $66,889 and $91,202 for the
three and nine months ended September 30, 1996, respectively, as compared to the
same periods in 1995. The decrease was partially due to legal expenses incurred
in 1995 involving a tenant's lease at Southpointe Plaza Shopping Center. In
addition, the Partnership incurred costs in the third quarter of 1995 relating
to evaluation and dissemination of information regarding an unsolicited tender
offer. The Partnership anticipates incurring such costs in the fourth quarter of
1996 in response to an additional unsolicited tender offer, as discussed in Item
5 - Other Information.
General and administrative expenses - affiliates decreased by $27,133 and
$58,857 for the three and nine months ended September 30, 1996, respectively, as
compared to the same periods in 1995. The decrease was mainly due to a decrease
in overhead expenses allocated to the Partnership by McREMI.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
The Partnership's primary source of cash flows is from operating activities
which generated $1,048,000 of cash in the first nine months of 1996 as compared
to $1,169,482 for the same period in 1995.
The Partnership expended $209,616 and $284,930 for additions to its real estate
investments in the first nine months of 1996 and 1995, respectively. A greater
amount was spent in 1995 at Pine Hills Apartments for roof replacement and at
Riverbay Plaza Shopping Center for roof replacement and exterior painting.
The Partnership received $75,000 from the insurance carrier in 1996 for wind and
hail damage at Pine Hills Apartments (see Item 1, Note 4).
The Partnership made principal payments on the Southpointe Plaza mortgage note
payable of $85,004 and $97,665 in the first nine months of 1996 and 1995,
respectively. Under the terms of the mortgage note agreement, the total payment
on the loan was adjusted by the lender in 1995, resulting in a decrease in the
amount of principal payments made on the loan in 1996.
The Partnership distributed $750,016 to the limited partners in 1996. No
distributions were paid to the limited partners in 1995.
The Partnership repaid advances to the General Partner of $642,581 in the second
quarter of 1996. No such repayments were made in 1995.
Short-term liquidity:
At September 30, 1996, the Partnership held cash and cash equivalents of
$1,816,966. This balance provides a reasonable level of working capital for the
Partnership's immediate needs in operating its properties.
For the remainder of 1996, Partnership properties are expected to provide
positive cash flow from operations after payment of debt service and capital
improvements. The Partnership has budgeted $431,000 for necessary capital
improvements for all properties in 1996 which is 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.
The General Partner has established a revolving credit facility not to exceed
$5,000,000 in the aggregate which is available on a "first-come, first-served"
basis to the Partnership and other affiliated partnerships if certain conditions
are met. Borrowings under the facility may be used to fund deferred maintenance,
refinancing obligations and working capital needs. There is no assurance that
the Partnership will receive any funds under the facility because no amounts are
reserved for any particular partnership. As of September 30, 1996, $4,082,159
remained available for borrowing under the facility; however, additional funds
could become available as other partnerships repay existing borrowings. This
commitment will terminate on March 30, 1997.
Long-term liquidity:
Only one property, Southpointe Plaza Shopping Center, is encumbered with
mortgage debt. The Partnership will attempt to obtain refinancing or extension
of the mortgage note when it matures in 1997.
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.
The Partnership has determined to begin an orderly liquidation of all the
Partnership's assets. Although there can be no assurance as to the timing of any
liquidation, it is anticipated that such liquidation would result in
distributions to the limited partners of the cash proceeds from the sale of the
Partnership's properties, subject to cash reserve requirements, as they are sold
with the last property disposition before December 1998 followed by a
dissolution of the Partnership. In this regard, the Partnership has placed
Island Plaza and Southpointe Plaza on the market for sale.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
- ------- -----------------
McNeil Pacific Investors Fund 1972, Ltd., McNeil Real Estate Fund V, Ltd.,
McNeil Real Estate Fund IX, Ltd., McNeil Real Estate Fund X, Ltd., McNeil Real
Estate Fund XI, Ltd., McNeil Real Estate Fund XIV, Ltd., McNeil Real Estate Fund
XV, Ltd., McNeil Real Estate Fund XX, L.P. McNeil Real Estate Fund XXIV, L.P.,
and McNeil Real Estate Fund XXV, L.P. v. High River Limited Partnership,
Riverdale Investors Corp., Inc., Carl C. Icahn, and Unicorn Associates
Corporation - United States District Court for the Central District of
California, Case No. 96-5680SVW.
On August 12, 1996, High River Limited Partnership ("High River"), a partnership
controlled by Carl C. Icahn, sent a letter to the partnerships referenced above
demanding lists of the names, current residences or business addresses and
certain other information concerning the unitholders of such partnerships. On
August 19, 1996, these partnerships commenced the above action seeking, among
other things, to declare that such partnerships are not required to provide High
River with a current list of unitholders on the grounds that the defendants
commenced a tender offer in violation of federal securities laws by filing
certain Schedule 13D Amendments on August 5, 1996.
On October 17, 1996, the presiding judge denied the partnerships' requests for a
permanent and preliminary injunction to enjoin High River's tender offers and
granted the defendants' request for an order directing the partnerships to turn
over current lists of unitholders to High River forthwith. On October 24, 1996,
the partnerships delivered the unitholder lists to High River.
ITEM 5. OTHER INFORMATION
- ------- -----------------
On September 20, 1996, High River announced that it had commenced a tender offer
for any and all units of the Partnership at $268.13 per unit (the original offer
price of $277.50 was reduced by the August 1996 distributions to unitholders of
$9.37 per unit). The tender was originally due to expire October 18, 1996,
however, this offer has been extended until November 22, 1996.
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
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 1996 and 1995.
27. Financial Data Schedule for the quarter
ended September 30, 1996.
(b) Reports on Form 8-K. There were no reports on Form 8-K filed during
the quarter ended September 30, 1996.
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 14, 1996 By: /s/ Donald K. Reed
- ----------------- --------------------------------------
Date Donald K. Reed
President and Chief Executive Officer
November 14, 1996 By: /s/ Ron K. Taylor
- ----------------- --------------------------------------
Date Ron K. Taylor
Acting Chief Financial Officer of
McNeil Investors, Inc.
November 14, 1996 By: /s/ Carol A. Fahs
- ----------------- --------------------------------------
Date Carol A. Fahs
Chief Accounting Officer of McNeil
Real Estate Management, Inc.