UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 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 0-14268
----------
MCNEIL REAL ESTATE FUND XXII, L.P.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
California 33-0085680
- --------------------------------------------------------------------------------
(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 XXII, L.P.
BALANCE SHEETS
(Unaudited)
June 30, December 31,
1998 1997
------------ ------------
ASSETS
- ------
Real estate investments:
Land ................................................... $ 380,414 $ 380,414
Buildings and improvements ............................. 10,770,693 10,595,887
------------ ------------
11,151,107 10,976,301
Less: Accumulated depreciation ........................ (5,864,371) (5,586,872)
------------ ------------
5,286,736 5,389,429
Cash and cash equivalents ................................. 883,904 794,630
Cash segregated for security deposits ..................... 68,086 67,510
Accounts receivable ....................................... 14,398 11,508
Escrow deposits ........................................... 108,905 68,310
Prepaid expenses and other assets ......................... 9,000 9,953
------------ ------------
$ 6,371,029 $ 6,341,340
============ ============
LIABILITIES AND PARTNERS' DEFICIT
- ---------------------------------
Mortgage note payable, net ................................ $ 5,899,861 $ 5,928,021
Accounts payable and accrued expenses ..................... 153,389 114,584
Accrued property taxes .................................... 85,002 68,129
Payable to affiliates - General Partner ................... 2,024,658 1,933,837
Security deposits and deferred rental revenue ............. 70,640 69,670
------------ ------------
8,233,550 8,114,241
------------ ------------
Partners' deficit:
Limited partners - 55,000,000 Units authorized;
32,736,117 and 32,815,117 Units issued and outstanding
at June 30, 1998 and December 31, 1997, respectively
(19,493,088 and 19,567,088 Current Income Units out-
standing at June 30, 1998 and December 31, 1997,
respectively, and 13,243,029 and 13,248,029
Growth/Shelter Units outstanding at June 30, 1998
and December 31, 1997, respectively) ................. (1,608,920) (1,520,196)
General Partner ........................................ (253,601) (252,705)
------------ ------------
(1,862,521) (1,772,901)
------------ ------------
$ 6,371,029 $ 6,341,340
============ ============
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 XXII, L.P.
STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
------------------------------- -------------------------------
1998 1997 1998 1997
----------- ----------- ----------- -----------
Revenue:
Rental revenue .............. $ 617,700 $ 586,276 $ 1,219,564 $ 1,144,699
Interest .................... 10,214 8,956 22,275 17,660
----------- ----------- ----------- -----------
Total revenue ............. 627,914 595,232 1,241,839 1,162,359
----------- ----------- ----------- -----------
Expenses:
Interest .................... 133,760 135,388 267,938 274,151
Depreciation ................ 139,933 110,288 277,499 217,048
Property taxes .............. 42,501 50,250 85,002 100,500
Personnel costs ............. 70,245 63,571 154,120 142,527
Utilities ................... 25,610 31,316 66,811 79,820
Repair and maintenance ...... 81,652 74,100 137,243 138,928
Property management
fees - affiliates ......... 30,715 29,013 60,786 56,978
Other property operating
expenses .................. 22,684 25,765 41,205 52,731
General and administrative .. 56,754 17,639 122,411 39,152
General and administrative -
affiliates ................ 62,999 54,156 118,444 102,060
----------- ----------- ----------- -----------
Total expenses ............ 666,853 591,486 1,331,459 1,203,895
----------- ----------- ----------- -----------
Net income (loss) .............. $ (38,939) $ 3,746 $ (89,620) $ (41,536)
=========== =========== =========== ===========
Net income (loss) allocable
to limited partners - Current
Income Unit ................. $ (3,505) $ 337 $ (8,066) $ (3,738)
Net income (loss) allocable
to limited partners - Growth
Shelter Unit ................ (35,045) 3,371 (80,658) (37,383)
Net income (loss) allocable
to General Partner .......... (389) 38 (896) (415)
----------- ----------- ----------- -----------
Net income (loss) .............. $ (38,939) $ 3,746 $ (89,620) $ (41,536)
=========== =========== =========== ===========
Net income (loss) per thousand
limited partnership units:
Current Income Units ........... $ (.18) $ .02 $ (.41) $ (.19)
=========== =========== =========== ===========
Growth/Shelter Units ........... $ (2.65) $ .25 $ (6.09) $ (2.82)
=========== =========== =========== ===========
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 XXII, L.P.
STATEMENTS OF PARTNERS' DEFICIT
(Unaudited)
For the Six Months Ended June 30, 1998 and 1997
Total
General Limited Partners'
Partner Partners Deficit
--------------- --------------- ---------------
Balance at December 31, 1996.............. $ (252,917) $ (1,541,156) $ (1,794,073)
Net loss
General Partner........................ (415) - (415)
Current Income Units................... - (3,738) (3,738)
Growth/Shelter Units................... - (37,383) (37,383)
------------- ------------- -------------
Total net loss............................ (415) (41,121) (41,536)
------------- ------------- -------------
Balance at June 30, 1997.................. $ (253,332) $ (1,582,277) $ (1,835,609)
============= ============= =============
Balance at December 31, 1997.............. $ (252,705) $ (1,520,196) $ (1,772,901)
Net loss
General Partner........................ (896) - (896)
Current Income Units................... - (8,066) (8,066)
Growth/Shelter Units................... - (80,658) (80,658)
------------- ------------- -------------
Total net loss............................ (896) (88,724) (89,620)
------------- ------------- -------------
Balance at June 30, 1998.................. $ (253,601) $ (1,608,920) $ (1,862,521)
============= ============= =============
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 XXII, L.P.
STATEMENTS OF CASH FLOWS
(Unaudited)
Increase (Decrease) in Cash and Cash Equivalents
Six Months Ended
June 30,
------------------------------------------
1998 1997
------------------ ----------------
Cash flows from operating activities:
Cash received from tenants........................ $ 1,224,040 $ 1,145,368
Cash paid to suppliers............................ (488,727) (376,140)
Cash paid to affiliates........................... (88,409) (85,957)
Interest received................................. 22,275 17,660
Interest paid..................................... (248,794) (254,989)
Property taxes paid and escrowed.................. (108,724) (59,312)
---------------- --------------
Net cash provided by operating activities............ 311,661 386,630
---------------- --------------
Cash used in investing activities:
Additions to real estate investments.............. (174,806) (57,420)
----------------- --------------
Cash used in financing activities:
Principal payments on mortgage note
payable......................................... (47,581) (44,372)
----------------- --------------
Net increase in cash and cash equivalents............ 89,274 284,838
Cash and cash equivalents at beginning of
period............................................ 794,630 602,462
---------------- --------------
Cash and cash equivalents at end of period........... $ 883,904 $ 887,300
================ ==============
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 XXII, L.P.
STATEMENTS OF CASH FLOWS
(Unaudited)
Reconciliation of Net Loss to Net Cash Provided by
Operating Activities
Six Months Ended
June 30,
----------------------------
1998 1997
---------- ----------
Net loss ....................................... $ (89,620) $ (41,536)
--------- ---------
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation ................................ 277,499 217,048
Amortization of discounts on mortgage
note payable .............................. 19,421 19,421
Changes in assets and liabilities:
Cash segregated for security deposits ..... (576) (665)
Accounts receivable ....................... (2,890) (6,552)
Escrow deposits ........................... (40,595) 86,378
Prepaid expenses and other assets ......... 953 1,492
Accounts payable and accrued expenses ..... 38,805 (5,053)
Accrued property taxes .................... 16,873 34,073
Payable to affiliates - General Partner.... 90,821 73,081
Security deposits and deferred rental
revenue ................................. 970 8,943
--------- ---------
Total adjustments ....................... 401,281 428,166
--------- ---------
Net cash provided by operating activities ...... $ 311,661 $ 386,630
========= =========
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 XXII, L.P.
Notes to Financial Statements
(Unaudited)
June 30, 1998
NOTE 1.
- -------
McNeil Real Estate Fund XXII, L.P., (the "Partnership"), formerly known as
Southmark Realty Partners II, Ltd., was organized on November 30, 1984 as a
limited partnership under the provisions of the California Revised Limited
Partnership Act to acquire and operate commercial and residential properties.
The general partner of the Partnership is McNeil Partners, L.P. (the "General
Partner"), a Delaware limited partnership, an affiliate of Robert A. McNeil
("McNeil"). The principal place of business for the Partnership and the General
Partner is 13760 Noel Road, Suite 600, LB70, Dallas, Texas, 75240.
In the opinion of management, the financial statements reflect all adjustments
necessary for a fair presentation of the Partnership's financial position and
results of operations. All adjustments were of a normal recurring nature.
However, the results of operations for the six months ended June 30, 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 XXII, L.P., c/o McNeil Real Estate Management, Inc.,
Investor Services, 13760 Noel Road, Suite 600, LB70, Dallas, Texas 75240.
NOTE 3.
- -------
The Partnership pays property management fees equal to 5% of the gross rental
receipts for its residential property to McNeil Real Estate Management, Inc.
("McREMI"), an affiliate of McNeil, for providing property management and
leasing services.
The Partnership reimburses McREMI for its costs, including overhead, of
administering the Partnership's affairs.
The Partnership is incurring 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 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. The fee percentage
decreases subsequent to 1999. Total accrued but unpaid asset management fees of
$1,382,600 were outstanding at June 30, 1998.
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,
---------------------
1998 1997
---------- ---------
Property management fees........................... $ 60,786 $ 56,978
Charged to general and administrative -
affiliates:
Partnership administration...................... 33,448 31,284
Asset management fee............................ 84,996 70,776
--------- --------
$ 179,230 $ 159,038
========= ========
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
- ------- ---------------------------------------------------------------
RESULTS OF OPERATIONS
---------------------
FINANCIAL CONDITION
- -------------------
The occupancy rate at Harbour Club III Apartments was 96% at both June 30, 1998
and June 30, 1997. Harbour Club III Apartments was able to provide enough cash
flow from operations to meet ordinary operating expenses as well as the debt
service for its related mortgage note for the first six months of 1998. The
property is in need of major capital improvements in order to compete in its
local market, and the Partnership has begun a program to complete such capital
improvements to be funded from existing cash reserves. However, there can be no
assurances that such reserves will be sufficient to complete all needed
improvements.
RESULTS OF OPERATIONS
Revenue:
Total Partnership revenues increased by $32,682 and $79,480 for the three and
six months ended June 30, 1998, respectively, as compared to the same periods of
1997. Rental revenue was $617,700 and $1,219,564 for the three and six months
ended June 30, 1998, respectively, and remained comparable to $586,276 and
$1,144,699 for the same periods in 1997. Interest income for the first six
months of 1998 increased by $4,615 as compared to prior period.
Expenses:
Total expenses increased by $75,367 for the three months and $127,564 for the
six months ended June 30, 1998, as compared to the same periods in 1997.
Depreciation expense increased $29,645 and $60,451 for the three and six months
ended June 30, 1998, respectively, as compared to the same period for 1997. The
increase can be attributed to depreciation of the more than $174,000 and
$511,000 of capital improvements added during 1998 and 1997, respectively, being
amortized over useful lives ranging from five to ten years.
Property tax expense is based on estimates during the year. When the actual bill
is received, the expense is adjusted accordingly. During the last quarter of
1997, an approximately $42,000 adjustment to decrease the first three quarters
estimate was made. After taking this adjustment into account, the expense is
comparable for the periods ended June 30, 1998, and June 30, 1997.
Utilities decreased $5,706 and $13,009 for the three and six months ended June
30, 1998, respectively, as compared to the same periods of 1997 due to decreased
electricity usage at Harbour Club III Apartments.
Other property operating expenses decreased by $3,081 and $11,526 for the three
and six months ended June 30, 1998, respectively, as compared to the same
periods of last year. The decrease is mainly attributed to bad debt collections
of more than $13,000 during the first six months of 1998.
General and administrative expenses increased by $39,115 and $83,259 for the
three and six months ended June 30, 1998, respectively, as compared to the same
periods of 1997. The increase was primarily due to increased costs incurred to
explore alternatives to maximize the value of the Partnership (see Liquidity and
Capital Resources).
General and administrative - affiliates increased $8,843 and $16,384 for the
three and six months ended June 30, 1998, respectively, as compared to the same
periods of 1997 due to an increase in the asset management fee. This increase
was primarily due to the increase of the net operating income on Harbour Club
III, on which the fee is based.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
The Partnership was provided $311,661 of cash by operating activities during the
first six months of 1998 as compared to $386,630 for the same period in 1997.
Cash paid to suppliers increased by $112,587 mainly due to payments for
increased General and Administrative expenses as discussed above. The increase
was partially offset by rental income increases of more than $74,000 at Harbour
Club III Apartments.
Cash used for additions to real estate was $174,806 during the first six months
of 1998 as compared to $57,420 during the same period of 1997. A greater amount
was spent in 1998 at Harbour Club III for landscape and signage improvements, as
well as electrical upgrades. In addition, hallway renovations were capitalized
during the first six months of 1998.
Cash used for principal payments on mortgage note payable was $47,581 during the
first six months of 1998 as compared to $44,372 for the same period of 1997.
Short-term liquidity:
At June 30, 1998, the Partnership held $883,904 of cash and cash equivalents.
The General Partner considers this level of cash reserves to be adequate to meet
the Partnership's operating needs. The General Partner believes that anticipated
operating results for 1998 will be sufficient to fund the Partnership's budgeted
capital improvements for 1998 and to repay the current portion of the
Partnership's mortgage note. Effective January 23, 1997, the mortgage note
payable was sold by HUD to an unaffiliated buyer.
Long-term liquidity:
As previously announced, the Partnership has retained PaineWebber
("PaineWebber"), Incorporated as its exclusive financial advisor to explore
alternatives to maximize the value of the Partnership including, without
limitation, a transaction in which limited partnership interests in the
Partnership are converted into cash. The Partnership, through PaineWebber, has
provided financial and other information to interested parties and is currently
conducting discussions with one such party in an attempt to reach a definitive
agreement with respect to a sale transaction. It is possible that the General
Partner and its affiliates will receive non-cash consideration for their
ownership interests in connection with any such transaction. There can be no
assurance that any such agreement will be reached nor the terms thereof.
Distributions:
To maintain adequate cash balances of the Partnership, distributions to Current
Income Unit holders were suspended in 1988. There have been no distributions to
Growth/Shelter Units holders. Distributions to Unit holders 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 Unit holders.
Forward-Looking Information:
Within this document, certain statements are made as to the expected occupancy
trends, financial condition, results of operations, and cash flows of the
Partnership for periods after June 30, 1998. All of these statements are
forward-looking statements made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. These statements are not
historical and involve risks and uncertainties. The Partnership's actual
occupancy trends, financial condition, results of operations, and cash flows for
future periods may differ materially due to several factors. These factors
include, but are not limited to, the Partnership's ability to control costs,
make necessary capital improvements, negotiate the sale or refinancing of its
property, and respond to changing economic and competitive factors.
Other Information:
Management has begun to review its information technology infrastructure to
identify any systems that could be affected by the year 2000 problem. The year
2000 problem is the result of computer programs being written using two digits
rather than four to define the applicable year. Any programs that have
time-sensitive software may recognize a date using "00" as the year 1900 rather
than the year 2000. This could result in major systems failure or
miscalculations. The information systems used by the Partnership for financial
reporting and significant accounting functions were made year 2000 compliant
during recent systems conversions. The Partnership is in the process of
evaluating the computer systems at its property. The Partnership also intends to
communicate with suppliers, financial institutions and others to coordinate year
2000 issues. Management believes that the remediation of any outstanding year
2000 conversion issues will not have a material or adverse effect on the
Partnership's operations.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
- ------- -----------------
1. Dick and Aloma Anderson v. McNeil Real Estate Fund XXII, L.P. , McNeil
Partners, L.P., Wayne T. Shipp, the Wayne Shipp Agency, Inc., Southmark
Investment Group, Inc. and Southmark Realty Partners, Ltd. This lawsuit was
filed in November 1993, in Washington State in the Clark County Superior
Court. In 1985, the plaintiffs apparently spent $22,000 to purchase limited
partnership interests in Southmark Realty Partners Ltd. II , (not named by
them as a defendant ) whose name is now McNeil Real Estate Fund XXII, L.P.
(the "Partnership"). Plaintiffs allege that in connection with the
transactions by which McNeil Partners, L.P. became general partner of the
Partnership, and by which certain changes were made in the Partnership, the
McNeil entities engaged in the offer and/or sale of unregistered securities
in violation of Washington law. The plaintiffs have alleged that certain of
the other defendants -- specifically Mr. Shipp and the Shipp Insurance
Agency -- engaged in fraud in connection with the sale of limited
partnership interests in the Partnership to plaintiffs. The plaintiffs have
not made fraud allegations against any of the McNeil or Southmark entities.
The majority of plaintiffs' claims against the Partnership are based on
allegations that the securities are not registered in the State of
Washington. Although it is the Partnership's position that it did not
violate Washington law, in order to avoid any claims of successor liability
and to avoid further legal costs, the Partnership and the Shipp defendants
agreed to settle with the plaintiffs by each paying $15,000 to plaintiffs
in exchange for a release of all claims. Settlement documents have been
executed. An Order of Dismissal was issued by the Court on August 3, 1998.
2. 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. On October 31, 1997, the Plaintiffs filed a second consolidated and
amended complaint. The case has been stayed pending settlement discussions.
While actively working toward a final resolution, there can be no
assurances regarding settlement.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
- ------- ---------------------------------
(a) Exhibits.
Exhibit
Number Description
------- -----------
4. Amended and Restated Limited Partnership
Agreement dated March 26, 1992.
(Incorporated by reference to the Current
Report of the Registrant on Form 8-K dated
March 26, 1992, as filed on April 9, 1992).
11. Statement regarding computation of Net
Income (Loss) per Thousand Limited
Partnership Units: Net income (loss) per
thousand limited partnership units is
computed by dividing net income (loss)
allocated to the limited partners by the
weighted average number of limited
partnership units outstanding expressed in
thousands. Per unit information has been
computed based on 19,493 and 19,567 weighted
average Current Income Units (in thousands)
outstanding in 1998 and 1997, respectively,
and 13,243 and 13,248 weighted average
Growth/Shelter Units (in thousands)
outstanding in 1998 and 1997, respectively.
27. Financial Data Schedule for the quarter
ended June 30, 1998.
(b) Reports on Form 8-K. There were no reports on Form 8-K filed during
the quarter ended June 30, 1998.
MCNEIL REAL ESTATE FUND XXII, 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 XXII, L.P.
By: McNeil Partners, L.P., General Partner
By: McNeil Investors, Inc., General Partner
August 14, 1998 By: /s/ Ron K. Taylor
- --------------- -----------------------------------------
Date Ron K. Taylor
President and Director of McNeil
Investors, Inc.
(Principal Financial Officer)
August 14, 1998 By: /s/ Carol A. Fahs
- --------------- -----------------------------------------
Date Carol A. Fahs
Vice President of McNeil Investors, Inc.
(Principal Accounting Officer)