SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10K/A
AMENDMENT NO. 1
Filed pursuant to Section 12, 13, or 15(d) of the
Securities Exchange Act of 1934
JMB INCOME PROPERTIES, LTD. - VI
-----------------------------------------------------
(Exact name of registrant as specified in its charter)
IRS Employer Identification
Commission File No. 0-9485 No. 36-2936728
The undersigned registrant hereby amends the following sections of its
Report for December 31, 1995 on Form 10-K as set forth in the pages
attached hereto:
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE PARTNERSHIP
ITEM 11. EXECUTIVE COMPENSATION
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Pages 31 to 36
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.
JMB INCOME PROPERTIES, LTD. - VI
By: JMB Realty Corporation
Managing General Partner
By: GAILEN J. HULL
Gailen J. Hull, Senior Vice President
and Principal Accounting Officer
Dated: May 1, 1996
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
There were no changes of or disagreements with accountants during
fiscal years 1995 and 1994.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE PARTNERSHIP
The Managing General Partner of the Partnership is JMB Realty
Corporation ("JMB"), a Delaware corporation, substantially all of the
outstanding stock of which is owned, directly or indirectly, by certain of
its officers, directors, members of their families and affiliates. JMB has
responsibility for all aspects of the Partnership's operations, subject to
the requirement that sales of real property were to be approved by the
Associate General Partner of the Partnership, Income Associates-VI, L.P.,
an Illinois limited partnership with JMB as the sole general partner. The
Associate General Partner would be directed by a majority in interest of
its limited partners (who are generally officers, directors and affiliates
of JMB or its affiliates) as to whether to provide its approval of any sale
of real property (or any interest therein) of the Partnership. Certain
services have been provided to the Partnership or its investment properties
by affiliates of the General Partners, including property management
services and insurance brokerage services. In general, such services were
to be provided on terms no less favorable to the Partnership than could be
obtained from independent third parties and were otherwise subject to
conditions and restrictions contained in the Partnership Agreement. The
Partnership Agreement permits the General Partners and their affiliates to
provide services to, and otherwise deal and do business with, persons who
may be engaged in transactions with the Partnership, and permits the
Partnership to borrow from, purchase goods and services from, and otherwise
to do business with, persons doing business with the General Partners or
their affiliates.
The names, positions held and length of service therein of each
director and the executive and certain other officers of the Managing
General Partner as of December 31, 1995 are as follows:
SERVED IN
NAME OFFICE OFFICE SINCE
- ---- ------ ------------
Judd D. Malkin Chairman 5/03/71
Director 5/03/71
Chief Financial Officer 2/22/96
Neil G. Bluhm President 5/03/71
Director 5/03/71
Burton E. Glazov Director 7/01/71
Stuart C. Nathan Executive Vice President 5/08/79
Director 3/14/73
A. Lee Sacks Director 5/09/88
John G. Schreiber Director 3/14/73
SERVED IN
NAME OFFICE OFFICE SINCE
- ---- ------ ------------
H. Rigel Barber Chief Executive Officer and 8/01/93
Executive Vice President 8/01/93
Glenn E. Emig Executive Vice President 1/01/94
Chief Operating Officer 1/01/95
Gary Nickele Executive Vice President and 1/01/92
General Counsel 2/27/84
Gailen J. Hull Senior Vice President 6/01/88
Howard Kogen Senior Vice President 1/02/86
Treasurer 1/01/91
There is no family relationship among any of the foregoing directors
or officers. The foregoing directors have been elected to serve one-year
terms until the annual meeting of the Managing General Partner to be held
on June 5, 1996. All of the foregoing officers have been elected to serve
one-year terms until the first meeting of the Board of Directors held after
the annual meeting of the Managing General Partner to be held on June 5,
1996. There are no arrangements or understandings between or among any of
said directors or officers and any other person pursuant to which any
director or officer was elected as such.
JMB is the corporate general partner of Carlyle Real Estate Limited
Partnership-VII ("Carlyle-VII"), Carlyle Real Estate Limited Partnership-IX
("Carlyle-IX"), Carlyle Real Estate Limited Partnership-X ("Carlyle-X"),
Carlyle Real Estate Limited Partnership-XI ("Carlyle-XI"), Carlyle Real
Estate Limited Partnership-XII ("Carlyle-XII"), Carlyle Real Estate Limited
Partnership-XIII ("Carlyle-XIII"), Carlyle Real Estate Limited
Partnership-XIV ("Carlyle-XIV"), Carlyle Real Estate Limited Partnership-XV
("Carlyle-XV"), Carlyle Real Estate Limited Partnership-XVI ("Carlyle-
XVI"), Carlyle Real Estate Limited Partnership-XVII ("Carlyle-XVII"),
Carlyle Income Plus, Ltd. ("Carlyle Income Plus"), Carlyle Income Plus,
L.P. II ("Carlyle Income Plus-II"), JMB Mortgage Partners, Ltd. ("Mortgage
Partners"), JMB Mortgage Partners, Ltd.-II ("Mortgage Partners-II"), JMB
Mortgage Partners, Ltd.-III ("Mortgage Partners-III") and JMB Mortgage
Partners, Ltd.-IV ("Mortgage Partners IV") and the managing general partner
of JMB Income Properties, Ltd.-IV ("JMB Income-IV"), JMB Income Properties,
Ltd.-V ("JMB Income-V"), JMB Income Properties, Ltd.-VII ("JMB
Income-VII"), JMB Income Properties, Ltd.-IX ("JMB Income-IX"), JMB Income
Properties, Ltd.-X ("JMB Income-X"), JMB Income Properties, Ltd.-XI ("JMB
Income-XI"), JMB Income Properties, Ltd.-XII ("JMB Income-XII") and JMB
Income Properties, Ltd.-XIII ("JMB Income-XIII"). JMB is also the sole
general partner of the associate general partner of most of the foregoing
partnerships. Most of the foregoing directors and officers are also
officers and/or directors of various affiliated companies of JMB, including
Arvida/JMB Managers, Inc. (the general partner of Arvida/JMB Partners, L.P.
("Arvida")), Arvida/JMB Managers-II, Inc. (a general partner of Arvida/JMB
Partners, L.P.-II ("Arvida-II")) and Income Growth Managers, Inc. (the
corporate general partner of IDS/JMB Balanced Income Growth, Ltd.
("IDS/BIG")). Most of such directors and officers are also partners of
certain partnerships which are associate general partners in the following
real estate limited partnerships: Carlyle-VII, Carlyle-IX, Carlyle-X,
Carlyle-XI, Carlyle-XII, Carlyle-XIII, Carlyle-XIV, Carlyle-XVI, Carlyle-
XVII, JMB Income-VII, JMB Income-IX, JMB Income-X, JMB Income-XI, JMB
Income-XII, JMB Income-XIII, Mortgage Partners, Mortgage Partners-II,
Mortgage Partners-III, Mortgage Partners-IV, Carlyle Income Plus, Carlyle
Income Plus-II and IDS/BIG.
The business experience during the past five years of each such
director and officer of the Managing General Partner of the Partnership in
addition to that described above is as follows:
Judd D. Malkin (age 58) is an individual general partner of JMB
Income-IV and JMB Income-V. Mr. Malkin has been associated with JMB since
October, 1969. Mr. Malkin is a director of Urban Shopping Centers, Inc.,
an affiliate of JMB that is a real estate investment trust in the business
of owning, managing and developing shopping centers. He is a Certified
Public Accountant.
Neil G. Bluhm (age 58) is an individual general partner of JMB
Income-IV and JMB Income-V. Mr. Bluhm has been associated with JMB since
August, 1970. Mr. Bluhm is a director of Urban Shopping Centers, Inc., an
affiliate of JMB that is a real estate investment trust in the business of
owning, managing and developing shopping centers. He is a member of the
Bar of the State of Illinois and a Certified Public Accountant.
Burton E. Glazov (age 57) has been associated with JMB since June,
1971 and served as an Executive Vice President of JMB until December 1990.
He is a member of the Bar of the State of Illinois and a Certified Public
Accountant.
Stuart C. Nathan (age 54) has been associated with JMB since July,
1972. Mr. Nathan is also a director of Sportmart Inc., a retailer of
sporting goods. He is a member of the Bar of the State of Illinois.
A. Lee Sacks (age 62) (President and Director of JMB Insurance Agency,
Inc.) has been associated with JMB since December, 1972.
John G. Schreiber (age 49) has been associated with JMB since
December, 1970 and served as an Executive Vice President of JMB until
December 1990. Mr. Schreiber is a director of Urban Shopping Centers,
Inc., an affiliate of JMB that is a real estate investment trust in the
business of owning, managing and developing shopping centers. Mr.
Schreiber is President of Schreiber Investments, Inc., a company which is
engaged in the real estate investing business. He is also a senior advisor
and partner of Blackstone Real Estate Partners, an affiliate of the
Blackstone Group, L.P. Since 1994, Mr. Schreiber has also served as a
Trustee of Amli Residential Property Trust, a publicly-traded real estate
investment trust that invests in multi-family properties. He is also a
director of a number of investment companies owned or managed by T. Rowe
Price Associates and its affiliates. He holds a Masters degree in Business
Administration from Harvard University Graduate School of Business.
H. Rigel Barber (age 46) has been associated with JMB since March,
1982. He holds a J.D. degree from the Northwestern Law School and is a
member of the Bar of the State of Illinois.
Glenn E. Emig (age 48) has been associated with JMB since December,
1979. Prior to becoming Executive Vice President of JMB in 1993, Mr. Emig
was Executive Vice President and Treasurer of JMB Institutional Realty
Corporation. He holds a Masters degree in Business Administration from the
Harvard University Graduate School of Business and is a Certified Public
Accountant.
Gary Nickele (age 43) has been associated with JMB since February,
1984. He holds a J.D. degree from the University of Michigan Law School
and is a member of the Bar of the State of Illinois.
Gailen J. Hull (age 47) has been associated with JMB since March,
1982. He holds a Masters degree in Business Administration from Northern
Illinois University and is a Certified Public Accountant.
Howard Kogen (age 60) has been associated with JMB since March, 1973.
He is a Certified Public Accountant.
ITEM 11. EXECUTIVE COMPENSATION
The Partnership has no officers or directors. The General Partners of
the Partnership are entitled to receive a share of cash distributions, when
and as cash distributions are made to the Limited Partners, and a share of
profits or losses. Reference is also made to Notes 5, 6 and 8 for a
description of such transactions, distributions and allocations. The
General Partners did not receive any cash distributions in fiscal years
1995, 1994 and 1993.
JMB Properties Company (which had been an affiliate of the Managing
General Partner until it was sold to an unaffiliated third party in
December 1994 (see Note 6), provided property management services to the
Partnership through November 1994 for the Century City North Building at
fees calculated at 3% of gross income from the property and for Dutchess
Mall (see Note 3) at fees calculated at 5% of gross income from the
property. JMB Properties Company also provided leasing services for the
Century City North Building through November 1994. Payment for such fees
could not exceed 2% of gross income from the property. Such affiliate had
earned property management and leasing fees amounting to approximately
$4,899,000 for such services, in prior years, which remained unpaid at
December 31, 1995. As set forth in the Prospectus of the Partnership, the
Managing General Partner must negotiate such agreements on terms no less
favorable to the Partnership than those customarily charged for similar
services in the relevant geographical area (but in no event at rates
greater than 5%, on an annual basis, of the gross income from a property),
and such agreements must be terminable by either party thereto, without
penalty, upon 60 days' notice.
The General Partners of the Partnership or their affiliates may be
reimbursed for their direct expenses or out-of-pocket expenses relating to
the administration of the Partnership and the operation of the
Partnership's real property investments. In fiscal year 1995, the Managing
General Partner was due reimbursement for such out-of-pocket expenses in
the amount of approximately $7,250, all of which were paid as of December
31, 1995.
The Partnership is permitted to engage in various transactions
involving affiliates of the Managing General Partner of the Partnership.
The relationship of the Managing General Partner (and its directors and
officers) to its affiliates is set forth above in Item 10 above.
<TABLE>
<CAPTION>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(a) Immediately prior to the liquidation of the Partnership, the following group was known by the Partnership
to own beneficially more than 5% of the outstanding Interests of the Partnership.
NAME AND
ADDRESS OF AMOUNT AND NATURE
BENEFICIAL OF BENEFICIAL PERCENT
TITLE OF CLASS OWNER OWNERSHIP OF CLASS
- -------------- ---------- ----------------- --------
<S> <C> <C> <C>
Limited Liquidity Fund Investment 3,440.5 Interests 5.74%
Partnership Corporation indirectly (as invest-
Interests 1900 Powell Street, Suite 730 ment manager or, through
Emeryville, California 94608 affiliated entities, general
partner of 15 separate
investment funds)
</TABLE>
<TABLE>
(b) Immediately prior to the liquidation of the Partnership, the Managing General Partner, its officers and
directors and the Associate General Partner of the Partnership owned the following Interests of the Partnership.
<CAPTION>
NAME OF AMOUNT AND NATURE
BENEFICIAL OF BENEFICIAL PERCENT
TITLE OF CLASS OWNER OWNERSHIP OF CLASS
- -------------- ----------- ----------------- --------
<S> <C> <C> <C>
Limited Partnership JMB Realty Corporation 100 Interests Less than 1%
Interests directly
Limited Partnership Managing General Partner, 100 Interests Less than 1%
Interests its officers and directors directly
and the Associate General
Partner as a Group
<FN>
Immediately prior to the liquidation of the Partnership, no officer or director of the Managing General
Partner of the Partnership possessed a right to acquire beneficial ownership of Interests of the Partnership.
Reference is made to Item 10 for information concerning the ownership of the Managing General Partner.
(c) There was no arrangement, known to the Partnership, the operation of which might have resulted in a
change in control of the Partnership.
</TABLE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
There were no significant transactions or business relationships with
the Managing General Partner, affiliates or their management other than
those described in Items 10 and 11 above.
