SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the fiscal year
ended December 31, 1995 Commission file 0-9485
JMB INCOME PROPERTIES, LTD. - VI
(Exact name of registrant as specified in its charter)
Illinois 36-2936728
(State of organization) (I.R.S. Employer Identification No.)
900 N. Michigan Ave., Chicago, Illinois 60611
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code 312-915-1987
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
- ------------------- ------------------------
None None
Securities registered pursuant to Section 12(g) of the Act:
LIMITED PARTNERSHIP INTERESTS
(Title of class)
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 (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K X
State the aggregate market value of the voting stock held by non-affiliates
of the registrant. Not applicable.
Documents incorporated by reference: None
TABLE OF CONTENTS
Page
----
PART I
Item 1. Business . . . . . . . . . . . . . . . . . . 1
Item 2. Property . . . . . . . . . . . . . . . . . . 4
Item 3. Legal Proceedings. . . . . . . . . . . . . . 5
Item 4. Submission of Matters to a
Vote of Security Holders . . . . . . . . . 5
PART II
Item 5. Market for the Partnership's
Limited Partnership Interests and
Related Security Holder Matters. . . . . . 6
Item 6. Selected Financial Data. . . . . . . . . . . 7
Item 7. Management's Discussion and Analysis
of Financial Condition and
Results of Operations. . . . . . . . . . . 9
Item 8. Financial Statements and
Supplementary Data . . . . . . . . . . . . 13
Item 9. Changes in and Disagreements with
Accountants on Accounting and
Financial Disclosure . . . . . . . . . . . 31
PART III
Item 10. Directors and Executive Officers
of the Partnership . . . . . . . . . . . . 31
Item 11. Executive Compensation . . . . . . . . . . . 34
Item 12. Security Ownership of Certain
Beneficial Owners and Management . . . . . 35
Item 13. Certain Relationships and
Related Transactions . . . . . . . . . . . 36
PART IV
Item 14. Exhibits, Financial Statement Schedules,
and Reports on Form 8-K. . . . . . . . . . 36
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . 38
i
PART I
ITEM 1. BUSINESS
All references to "Notes" are to Notes to Consolidated Financial
Statements contained in this report.
The registrant, JMB Income Properties, Ltd.-VI (the "Partnership"), is
a limited partnership formed in late 1977 and currently governed by the
Revised Uniform Limited Partnership Act of the State of Illinois. The
Partnership sold $60,000,000 in limited partnership interests (the
"Interests") commencing on November 16, 1978 pursuant to a Registration
Statement on Form S-11 under the Securities Act of 1933 (Registration No.
2-61840). A total of 60,000 Interests were sold to the public at $1,000
per Interest. The offering closed on May 31, 1979. No Limited Partner has
made any additional capital contribution after such date. The Limited
Partners of the Partnership share in their portion of the benefits of
ownership of the Partnership's real property investments according to the
number of Interests held.
The Partnership has been engaged solely in the business of the
acquisition, operation and sale and disposition of equity real estate
investments. As of June 9, 1995, all of the Partnership's real estate
investments have been sold or disposed as more fully described in Item 7
below. Such equity investments were held by fee title, leasehold estates
and/or through joint venture partnership interests. The Partnership had no
real estate investments located outside of the United States. A
presentation of information about industry segments, geographic regions,
raw materials, or seasonality is not applicable and would not be material
to an understanding of the Partnership's business taken as a whole. At
sale or disposition of a particular property, the proceeds, if any, were
generally distributed or reinvested in existing properties rather than
invested in acquiring additional properties. Pursuant to the Partnership
Agreement, the Partnership is required to terminate no later than November
30, 2027. However, the Partnership has been liquidated for Federal income
tax purposes because, as of December 31, 1995, the Partnership neither
operated nor carried on any business, financial operation or venture,
having ceased any such activities prior to that date. As more fully
described in Item 3 below, the Partnership is subject to a pending lawsuit
which has caused a delay in the legal termination of the Partnership. The
Partnership's only activity at this time is the conduct of its defense in
the pending lawsuits. (The Partnership may also pursue certain legal
remedies for the collection of certain of the receivables owed to it by the
non-resident alien limited partners). Future operations, including any
adverse effect of a resolution of the pending lawsuit, will be fully
allocable to the General Partners of the Partnership. Therefore,
subsequent to December 31, 1995, there will be no further allocations of
income or loss for financial reporting or Federal income tax purposes or
any further cash distributions to the Limited Partners. Upon the
resolution of the pending lawsuit, the affairs of the Partnership are
expected to be wound-up as soon as practicable.
The Partnership has made the real property investments set forth in
the following table:
<TABLE>
<CAPTION>
Name, Type of Property Date of Sale or
and Location Size Purchase Disposal Date Type of Ownership
- ---------------------- -------------- -------- ----------------- -----------------
<S> <C> <C> <C> <C>
1. Beltline Mall
shopping center
Decatur, Alabama . 330,000 sq. ft. 11-16-77 1-21-88 fee ownership of land
g.l.a. and improvements
(through joint
venture partnership)
2. Century City
North Building
office building
Los Angeles,
California . . . . 606,500 sq. ft. 8-11-78 6-9-95 fee ownership of land
n.r.a. and improvements (b)
3. Dutchess Mall
shopping center
Fishkill,
New York . . . . . 373,000 sq. ft. 10-31-79 5-13-94 fee ownership of land
g.l.a. and improvements (through
joint venture partnership)
(a)(b)
4. Laurel Centre Mall
shopping center
Laurel, Maryland . 382,000 sq. ft. 1-25-80 12-1-86 fee ownership of land
g.l.a. and improvements
(through joint
venture partnership)
5. Hills Plaza
shopping center
Decatur, Alabama . 90,000 sq. ft. 3-26-80 1-21-88 fee ownership of land
g.l.a. and improvements
6. Huron Mall
(Phase II)
shopping center
Huron,
South Dakota . . . 155,000 sq. ft. 5-1-80 1-21-88 fee ownership of
g.l.a. improvements and
ground leasehold
interest in land
<FN>
- ---------------
(a) Reference is made to Note 3 filed with this annual report for a
description of the joint venture partnership through which the Partnership
had made this real property investment.
(b) The lender realized upon its security and took title to the
property. Reference is made to Notes 2 and 3 filed with this annual
report.
</TABLE>
On June 9, 1995, the lender realized upon its security in the Century
City North Office Building. Such transaction was described in the
Partnership's Report on Form 8-K (File No. 0-9485) dated June 23, 1995,
which is hereby incorporated herein by reference. Reference is also made
to Note 2 filed with this annual report for a further description of such
transaction.
The Partnership has no employees.
The terms of transactions between the Partnership, the General
Partners and their affiliates are set forth in Item 11 below to which
reference is hereby made for a description of such terms and transactions.
<TABLE>
ITEM 2. PROPERTY
The Partnership owned directly the property referred to under Item 1 above to which reference is hereby made
for a description of said property.
The following is a listing of principal businesses or occupations carried on in and approximate occupancy
levels by quarter during fiscal years 1995 and 1994 for the Partnership's investment properties owned during 1995:
<CAPTION>
1994 1995
------------------------- -------------------------
At At At At At At At At
Principal Business 3/31 6/30 9/30 12/31 3/31 6/30 9/30 12/31
------------------ ---- ---- ---- ----- ---- ---- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Century City North Building
Los Angeles, California . . Travel Industry 78% 79% 78% 83% 83% N/A N/A N/A
<FN>
- --------------------
An "N/A" indicates that the property was disposed and was not owned by the Partnership at the end of the
quarter.
</TABLE>
ITEM 3. LEGAL PROCEEDINGS
The Partnership and certain associated companies have been named in a
lawsuit entitled HOLWICK, INC. V. JMB/1888 PARTNERS, ET AL. which was filed
in the Superior Court for the County of Los Angeles, seeking damages for
breach of contract and fraud, among other things, in connection with the
installation of sprinkler and alarm systems at the Century City North
Building and two other properties not owned by the Partnership. Plaintiff,
who was the general contractor for the installation, seeks in excess of
$4.5 million in compensatory damages, punitive damages in an unspecified
amount, and costs of the suit. The Partnership has prevailed on a motion
striking portions of the complaint; however, it is too early in the
proceedings to predict whether there will be any ultimate exposure to the
Partnership. In the event the Partnership is found to have liability
concerning these disputes, the resulting cash outflow would likely deplete
any remaining assets of the Partnership. In addition, two of the general
contractor's subcontractors have filed mechanics' liens against the Century
City North Building claiming non-payment of approximately $246,300 for
services performed. The Partnership is entitled to indemnification from
the general contractor for these claims as the Partnership has previously
submitted payment for said services to the general contractor. It is
unclear whether the general contractor will have the financial resources to
fulfill its indemnity obligation. Accordingly, the Partnership has accrued
for the subcontractor's claims which are reflected in accounts payable in
the accompanying consolidated financial statements.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of security holders during
fiscal years 1995 and 1994.
PART II
ITEM 5. MARKET FOR THE PARTNERSHIP'S LIMITED PARTNERSHIP INTERESTS
AND RELATED SECURITY HOLDER MATTERS
As of December 31, 1995, there were 5,748 record holders of Interests
of the Partnership. There is no public market for Interests and it is not
anticipated that a public market for Interests will develop. As of
December 31, 1995, the Partnership terminated its affairs for Federal
income tax purposes. As no further distributions or allocations of income
or loss will be made to the limited partners, a discussion of procedures
for the transfer of interests, which has been provided in earlier reports,
is no longer relevant.
Reference is made to Item 6 below for a discussion of cash distri-
butions made to the Limited Partners.
<TABLE>
ITEM 6. SELECTED FINANCIAL DATA
JMB INCOME PROPERTIES, LTD. - VI
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
YEARS ENDED DECEMBER 31, 1995, 1994, 1993, 1992 AND 1991
(NOT COVERED BY INDEPENDENT AUDITORS' REPORT)
<CAPTION>
1995 1994 1993 1992 1991
------------- ------------- ----------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Total income. . . . . . . $ 6,519,916 15,179,637 24,281,549 21,811,172 22,967,473
============ ============ =========== =========== ===========
Operating earnings
(loss) . . . . . . . . . $ (3,875,114) (13,567,411) 332,221 (4,957,479) (1,208,431)
Venture partners' share
of venture operations. . -- 74,906 189,754 97,268 83,231
------------ ------------ ----------- ----------- -----------
Net operating earnings
(loss) . . . . . . . . . (3,875,114) (13,492,505) 521,975 (4,860,211) (1,125,200)
------------ ------------ ----------- ----------- -----------
Gain on disposition of
investment properties,
net of venture partners'
share in 1994. . . . . . 68,838,857 3,743,348 -- -- --
------------ ------------ ----------- ----------- -----------
Net earnings (loss) . . . $ 64,963,743 (9,749,157) 521,975 (4,860,211) (1,125,200)
============ ============ =========== =========== ===========
Net earnings (loss) per
Interest (b):
Net operating earnings
(loss) . . . . . . . . $ (55.30) (218.11) 8.44 (78.57) (18.19)
Gain on disposition of
investment properties,
net of venture partners'
share in 1994. . . . . 1,133.84 61.76 -- -- --
------------ ------------ ----------- ----------- -----------
Net earnings (loss)
per Interest . . . . . . $ 1,078.54 (156.35) 8.44 (78.57) (18.19)
============ ============ =========== =========== ===========
Total assets. . . . . . . $ 85,042 45,753,656 61,661,976 61,836,289 62,595,650
Long-term debt (net of
unamortized discount). . $ -- -- 99,838,741 102,485,089 113,612,196
Cash distributions per
Interest (c) . . . . . . $ -- -- -- -- --
============ ============ =========== =========== ===========
<FN>
- -------------
(a) The above selected financial data should be read in conjunction
with the consolidated financial statements and the related notes appearing
elsewhere in this annual report.
(b) The net earnings (loss) per Interest is based upon the number of
Interests outstanding at the end of each period (60,005).
(c) Cash distributions from the Partnership are generally not equal to
Partnership's income (loss) for financial reporting or Federal income tax
purposes. Each Partner's taxable income (or loss) from the Partnership in
each year is equal to his allocable share of the taxable income (loss) of
the Partnership, without regard to the cash generated or distributed by the
Partnership. Accordingly, cash distributions to the Limited Partners since
the inception of the Partnership have not resulted in taxable income to
such Limited Partners and have therefore represented a return of capital.
</TABLE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
The Partnership, as of December 31, 1995, has been liquidated for
Federal income tax purposes because, as of December 31, 1995, the
Partnership neither operated nor carried on any business financial
operation or venture having ceased any such activities prior to that date.
As more fully described in Item 3 above, the Partnership is subject to a
pending lawsuit which has caused a delay in the legal termination of the
Partnership. The Partnership's only activity at this time is the conduct
of its defense in the pending lawsuits, (The Partnership may also pursue
certain legal remedies for the collection of certain of the receivables
owed to it by the non-resident alien limited partners). Future operations,
including any adverse effect of a resolution of the pending lawsuit, will
be fully allocable to the General Partners of the Partnership. Therefore,
subsequent to December 31, 1995, there will be no further allocations of
income or loss for financial reporting or Federal income tax purposes or
any further cash distributions to the Limited Partners. Upon the
resolution of the pending lawsuit, the affairs of the Partnership are
expected to be wound-up as soon as practicable. As the Partnership has no
remaining property, and its liabilities exceed its remaining assets (see
Note 2 and the Century City North disclosure below), it is anticipated that
the Partnership will terminate its affairs in 1996; however, the existence
of the Holwick litigation discussed below may extend this timetable. The
consolidated financial statements do not include any adjustments that might
result from the termination of the Partnership's operations.
At December 31, 1995, the Partnership did not have any cash and cash
equivalents. Such funds were exhausted in 1995.
Dutchess Mall
Dutchess had cumulatively operated at a deficit and was expected to
operate at a deficit in the future due to the substantial releasing costs
required. Dutchess, during 1993, had been actively negotiating with the
first mortgage lender to seek a modification of the terms of its mortgage
loan to provide the funds necessary for a much needed renovation of the
center. Efforts to lease and remerchandise the center did not meet with
lender approval and on May 13, 1994 the property was transferred to the
lender.
As a result of the 1994 transfer to the lender as discussed above and
in Note 3, Dutchess no longer had an ownership interest in the property and
recognized a gain for financial reporting purposes of $3,858,247 (of which
the Partnership's share was $3,743,348) and recognized a gain of $3,558,767
(of which the Partnership's share was $3,471,747) for Federal income tax
purposes during 1994 with no corresponding distributable proceeds.
Century City North
On June 9, 1995, the date title to the property was transferred to the
first mortgage lender, occupancy at the Century City North Building was
88%. The market in which the Century City North Building is located is
extremely competitive due to increased amounts of vacant space available.
This had resulted in the Partnership offering increased concessions to
compete with other buildings in order to attract new tenants. As of the
disposition date, the Partnership had $1,873,373 on deposit in an escrow
account which was reserved for future leasing costs attributable to vacated
space, unless expressly approved for other uses by the lender. The
Property was not producing cash flow sufficient to make the payments on the
first mortgage debt service which resulted in the delinquency in the
payment of the November and December of 1994 scheduled debt service
payments and the suspension of the payment of scheduled debt service on the
first mortgage in January 1995. A portion of amounts previously escrowed
with the lender for capital needs was used toward the payment of the
November and December of 1994 payments, but in January 1995, the
Partnership received a notice of default and acceleration from the first
mortgage lender. In March 1995, the first mortgage lender required the
Partnership to establish a restricted funds account in which all cash flow
from the property was controlled by the first mortgage lender. On June 9,
1995, the property was transferred to the lender.
As a result of the transfer to the lender as discussed above, the
Partnership no longer has an ownership interest in the property and has
recognized a gain for financial reporting purposes of $68,838,857 and
approximately $60,727,000 for Federal income tax purposes during 1995 with
no corresponding distributable proceeds.
The Partnership entered into a lease agreement in 1993 whereby a
tenant paid the costs associated with renovating its leased space at the
Century City North Building. According to the terms of the lease, the
Partnership was to pay to the tenant a negotiated amount, initially
$469,605, (reflected as note payable in the accompanying consolidated
financial statements at December 31, 1994) in monthly installments of
principal and interest through November 1995. The balance remaining at the
disposition date, June 9, 1995, was $105,009 and was assumed by the first
mortgage lender at the transfer date.
Significant capital improvements continued to be required at the
Century City North Building in order to comply with local fire, life and
safety code regulations (that had changed since the property's original
purchase) as well as for tenant improvement costs incurred to retain and
procure tenants in what had become an extremely competitive market. At the
disposition date, June 9, 1995, approximately 40% of the fire, life and
safety code compliance work had been completed. These costs were expected
to continue over the next several years until the entire building conformed
to such regulations. Though the Partnership had been granted extensions
through November 1995 by the local regulating authorities to complete the
compliance work, there were no assurances that any future extensions would
be granted. Due to the lack of significant cash reserves to pay for these
anticipated costs, the Partnership, in October 1991, executed a
modification of the first mortgage loan on the Century City North Building
which reduced debt service requirements through November 1, 1993.
According to the terms of the modification (which expired November 1,
1993), the Partnership was required to escrow (reflected as escrow deposits
in the accompanying consolidated financial statements at December 31, 1994)
any cash flow produced by the property, after the payment of modified debt
service for the period November 1, 1990 through October 31, 1993. This
escrow was established to pay for approved capital and tenant improvements
related to the property. The debt service reduction period had expired
and, as a result, the Partnership met with the first mortgage lender to
obtain further debt service relief until such time as significant leasing
of the building was achieved. The lender did not grant any additional debt
service relief, but allowed the funds previously escrowed to be used for
future leasing and capital costs at the building. These escrowed funds
otherwise would have been applied as a reduction of the outstanding
principal balance of the loan pursuant to the modification documents (see
Note 2). Additionally, the Partnership, in October 1991, converted an
unsecured line of credit to a non-recourse second mortgage secured by the
Century City North Building (see Note 2). Interest was paid on this
mortgage at an adjustable rate (approximately 8.63% at the disposition
date, June 9, 1995). The Partnership was only allowed to draw proceeds
under this facility to pay the interest due on this mortgage loan in
addition to any related bank fees which had been incurred. This loan was
extinguished without payment upon the acquisition of the property by the
first mortgage lender.
The Partnership and certain associated companies have been named in a
lawsuit entitled HOLWICK, INC. V. JMB/1888 PARTNERS, ET AL. which was filed
in the Superior Court for the County of Los Angeles, seeking damages for
breach of contract and fraud, among other things, in connection with the
installation of sprinkler and alarm systems at the Century City North
Building and two other properties not owned by the Partnership. Plaintiff,
who was the general contractor for the installation, seeks in excess of
$4.5 million in compensatory damages, punitive damages in an unspecified
amount, and costs of the suit. The Partnership has prevailed on a motion
striking portions of the complaint; however, it is too early in the
proceedings to predict whether there will be any ultimate exposure to the
Partnership. In the event the Partnership is found to have liability
concerning these disputes, the resulting cash outflow will likely deplete
any remaining assets held by the Partnership. In addition, two of the
general contractor's subcontractors have filed mechanics' liens against the
Century City North Building claiming non-payment of approximately $246,300
for services performed. The Partnership is entitled to indemnification
from the general contractor for these claims as the Partnership has
previously submitted payment for said services to the general contractor.
It is unclear whether the general contractor will have the financial
resources to fulfill its indemnity obligation. Accordingly, the
Partnership has accrued for the subcontractors' claims in the accompanying
consolidated balance sheets.
General
As discussed in Note 3, the lender acquired title to the Dutchess Mall
investment property in the second quarter of 1994. In addition, as
discussed above and in Note 2, the lender acquired title to the Century
City North Office Building on June 9, 1995. It is anticipated that the
Partnership will terminate its affairs in 1996; however, the existence of
the Holwick litigation discussed above may extend this timetable.
Commencing in 1990, the former property manager, an affiliate of the
General Partners, deferred the payment of a portion of the leasing
commissions related to the Century City North Building otherwise payable
pursuant to the Partnership Agreement. Such affiliate also began to defer
property management fees in 1991. Through November 1994, the affiliate had
deferred the receipt of leasing fees of approximately $2,495,000 in
connection with leasing activity at the Century City North Office Building.
Of this amount, approximately $376,000 represented deferrals required in
accordance with the Partnership Agreement. In addition, through November
1994 property management fees of approximately $2,052,000 had been deferred
by the former affiliated property manager since 1991 in connection with the
Century City North Office Building. This amount represented deferrals in
accordance with the modification of the debt secured by the property (see
Note 2(b)). In addition, approximately $391,000 of 1991 property
management fees related to the Dutchess Mall were also deferred. The
Partnership's share of such deferred fees (approximately $352,000) were to
have been payable out of the net sales proceeds, if any, of the Century
City North Office Building as discussed above. However, due to the
transfer of title to the Century City North Office Building to the lender
on June 9, 1995, as further described in Note 2, there are insufficient
Partnership funds to pay any of these deferred fees or commissions related
to Dutchess Mall or the Century City North Office Building.
RESULTS OF OPERATIONS
The decrease in cash and cash equivalents, short-term investments,
prepaid expenses, escrow deposits, land, buildings and improvements,
accumulated depreciation, deferred expenses, accrued rents receivable,
other assets, current portion of long-term debt, notes payable, accounts
payable, accrued interest and tenant security deposits at December 31, 1995
as compared to December 31, 1994 is due primarily to the disposition of the
Century City North Office Building in June of 1995 (as more fully discussed
in Note 2(b)).
The balances remaining in rents and other receivables and other
current liabilities at December 31, 1995 as compared to December 31, 1994
is due primarily to the payment made by the general partner on behalf of
the limited partners for withholding taxes required due to the disposition
of the Century City North Office Building in June of 1995.
The decrease in rental income, mortgage and other interest,
depreciation, property operating expenses and amortization of deferred
expenses for the year ended December 31, 1995 as compared to the year ended
December 31, 1994 is due primarily to the disposition of the Dutchess Mall
in May of 1994 and the disposition of the Century City North Office
Building in June of 1995 (as more fully discussed in Notes 2 and 3).
The decrease in rental income, depreciation and property operating
expenses for 1994 as compared to 1993 is due primarily to the disposition
of the Dutchess Mall in May 1994 (as more fully discussed in Note 3).
The decrease in interest income for the year ended December 31, 1995
as compared to the year ended December 31, 1994 is due primarily to a
decrease in the average balance of U.S. Government obligations held in 1995
due to the disposition of the Century City North Office Building in June of
1995. The increase in interest income for 1994 as compared to 1993 is
primarily due to an increase in the average daily balance in the escrow
account as required by the Century City North Building first mortgage
lender and an increase in the interest rate earned on such escrow deposits
(as more fully discussed in Note 2(b)).
The increase in mortgage and other interest for 1994 as compared to
1993 is due to accruals in accordance with the loan default letter received
from the first mortgage lender at the Century City North Building in
January of 1995 (as more fully discussed in Note 2(b)).
The increase in amortization of deferred expenses for 1994 as compared
to 1993 is primarily due to additional amortization related to leasing
costs at the Century City North Building.
The decrease in general and administrative expenses in 1995 as
compared to 1994 is primarily due to the reduction of prior years accruals
by the Partnership for certain legal claims related to the Century City
North Building.
The provision for doubtful collectibility at December 1995 is due to
the possible non-collection of withholding taxes paid on behalf of certain
limited partners upon the disposition of the Century City North Office
Building (note 1).
The increase in professional services for the year ended December 31,
1995 as compared to the year ended December 31, 1994 and 1993 is due
primarily to reduced legal fees related to the lawsuit entitled Holwick,
Inc. v. JMB/1888 Partners, ET.AL. (as discussed in Note 2).
The gain from disposition of investment properties for the year ended
December 31, 1995 is related to the disposition of the Century City North
Office Building in June of 1995 (as discussed in Note 2).
The venture partners' share of venture operations and gain from
disposition of investment properties for the year ended December 31, 1994
is related to the disposition of the Dutchess Mall in May of 1994 (as
discussed in Note 3).
INFLATION
Due to the decrease in the level of inflation in recent years,
inflation generally has not had a material effect on rental income or
property operating expenses.
Inflation is not expected to significantly impact the Partnership in
the future as operations are expected to be insignificant (excluding any
effects of the pending litigation - Note 2) and the Partnership is expected
to terminate in 1996.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
JMB INCOME PROPERTIES, LTD. - VI
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
INDEX
Independent Auditors' Report
Consolidated Balance Sheets, December 31, 1995 and 1994
Consolidated Statements of Operations, years ended
December 31, 1995, 1994 and 1993
Consolidated Statements of Partners' Capital Accounts (Deficits),
years ended December 31, 1995, 1994 and 1993
Consolidated Statements of Cash Flows, years ended December 31,
1995, 1994 and 1993
Notes to Consolidated Financial Statements
Schedules not filed:
All schedules have been omitted as the required information is
inapplicable or the information is presented in the consolidated financial
statements or related notes.
INDEPENDENT AUDITORS' REPORT
The Partners
JMB INCOME PROPERTIES, LTD. - VI:
We have audited the consolidated financial statements of JMB Income
Properties, Ltd. - VI (a limited partnership) and consolidated venture as
listed in the accompanying index. These consolidated financial statements
are the responsibility of the General Partners of the Partnership. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by the General Partners of the
Partnership, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for
our opinion.
In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the financial position of
JMB Income Properties, Ltd. - VI and consolidated venture at December 31,
1995 and 1994, and the results of their operations and their cash flows for
each of the years in the three-year period ended December 31, 1995, in
conformity with generally accepted accounting principles.
The accompanying consolidated financial statements have been prepared
assuming that the Partnership will continue as a going concern. As
discussed in Notes 1 and 2 to the consolidated financial statements, the
Partnership has disposed of its last remaining investment property and has
no sources of future revenues or cash reserves other than contributions by
the General Partners. Additionally, the Partnership is a defendant in a
lawsuit alleging breach of contract and fraud, among other things, in
connection with a property no longer owned by the Partnership. These
matters raise substantial doubt about its ability to continue as a going
concern. Management's plans in regard to these matters are also described
in Notes 1 and 2. The consolidated financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
KPMG PEAT MARWICK LLP
Chicago, Illinois
March 25, 1996
<TABLE>
JMB INCOME PROPERTIES, LTD. - VI
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1995 AND 1994
ASSETS
------
<CAPTION>
1995 1994
------------ -----------
<S> <C> <C>
Current assets:
Cash and cash equivalents (note 1). . . . . . . . . . . . . . . . . $ 264,327
Short-term investments (note 1) . . . . . . . . . . . . . . . . . . -- 9,634
Rents and other receivables, net of allowance for doubtful
accounts of $340,000 in 1995 and $93,208 in 1994 (note 1) . . . . 85,042 287,683
Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . . . . . -- 114,165
Escrow deposits (note 2). . . . . . . . . . . . . . . . . . . . . . -- 2,793,451
------------ -----------
Total current assets. . . . . . . . . . . . . . . . . . . . 85,042 3,469,260
------------ -----------
Investment properties, at cost (notes 2 and 3):
Land. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -- 3,383,142
Buildings and improvements. . . . . . . . . . . . . . . . . . . . -- 68,474,063
------------ -----------
-- 71,857,205
Less accumulated depreciation . . . . . . . . . . . . . . . . . . -- 39,870,367
------------ -----------
Total investment properties,
net of accumulated depreciation . . . . . . . . . . . . . -- 31,986,838
Deferred expenses . . . . . . . . . . . . . . . . . . . . . . . . . . -- 2,215,938
Accrued rents receivable. . . . . . . . . . . . . . . . . . . . . . . -- 8,043,818
Other assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . -- 37,802
------------ -----------
$ 85,042 45,753,656
============ ===========
LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
-----------------------------------------------------
1995 1994
------------ -----------
Current liabilities:
Current portion of long-term debt (note 4). . . . . . . . . . . . . $ -- 100,196,278
Notes payable (note 2). . . . . . . . . . . . . . . . . . . . . . . -- 202,843
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . 285,256 669,622
Accrued interest. . . . . . . . . . . . . . . . . . . . . . . . . . -- 9,790,534
Other current liabilities (note 1). . . . . . . . . . . . . . . . . 446,175 --
------------ -----------
Total current liabilities . . . . . . . . . . . . . . . . . 731,432 110,859,277
Amounts due to affiliates (notes 6 and 8) . . . . . . . . . . . . . . 4,899,324 4,907,019
Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . . -- 496,817
------------ -----------
Commitments and contingencies (notes 2, 4 and 8)
Total liabilities . . . . . . . . . . . . . . . . . . . . . 5,630,756 116,263,113
------------ -----------
Partners' capital accounts (deficits) (note 5):
General partners:
Capital contributions . . . . . . . . . . . . . . . . . . . . . . 1,000 1,000
Cumulative net earnings . . . . . . . . . . . . . . . . . . . . . 960,359 714,396
Cumulative cash distributions . . . . . . . . . . . . . . . . . . (6,507,073) (6,507,073)
------------ -----------
(5,545,714) (5,791,677)
------------ -----------
Limited partners (60,005 interests):
Capital contributions, net of offering costs. . . . . . . . . . . 54,556,949 54,556,949
Cumulative net earnings (loss). . . . . . . . . . . . . . . . . . 49,928,225 (14,789,555)
Cumulative cash distributions . . . . . . . . . . . . . . . . . . (104,485,174) (104,485,174)
------------ -----------
-- (64,717,780)
------------ -----------
Total partners' capital accounts (deficits) . . . . . . . . (5,545,714) (70,509,457)
------------ -----------
$ 85,042 45,753,656
============ ===========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<TABLE>
JMB INCOME PROPERTIES, LTD. - VI
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
<CAPTION>
1995 1994 1993
------------ ------------ ------------
<S> <C> <C> <C>
Income:
Rental income . . . . . . . . . . . . . . . . . . $ 6,454,619 15,079,383 24,209,767
Interest income . . . . . . . . . . . . . . . . . 65,297 100,254 71,782
------------ ------------ ------------
6,519,916 15,179,637 24,281,549
------------ ------------ ------------
Expenses:
Mortgage and other interest (note 2(b)) . . . . . 6,497,870 20,099,376 11,720,983
Depreciation. . . . . . . . . . . . . . . . . . . 534,016 1,462,428 2,833,055
Property operating expenses . . . . . . . . . . . 2,585,762 6,244,195 8,250,997
Professional services . . . . . . . . . . . . . . 184,605 163,908 172,171
Amortization of deferred expenses . . . . . . . . 233,883 685,890 636,669
General and administrative. . . . . . . . . . . . 18,894 91,251 335,453
Provision for doubtful collectibility (note 1). . 340,000 -- --
------------ ------------ ------------
10,395,030 28,747,048 23,949,328
------------ ------------ ------------
Operating earnings (loss) . . . . . . . . (3,875,114) (13,567,411) 332,221
Venture partners' share of venture's
operations (note 3) . . . . . . . . . . . . . . . -- 74,906 189,754
------------ ------------ ------------
Net operating earnings (loss) . . . . . . (3,875,114) (13,492,505) 521,975
Gain from disposition of investment
properties, net of venture partners' share
of $114,899 in 1994 (note 3). . . . . . . . . . . 68,838,857 3,743,348 --
------------ ------------ ------------
Net earnings (loss) . . . . . . . . . . . $ 64,963,743 (9,749,157) 521,975
============ ============ ============
Net earnings (loss) per limited partnership
interest (note 1):
Net operating earnings (loss) . . . . . . . . . $ (55.30) (218.11) 8.44
Gain from disposition of investment
properties, net of venture partners'
share in 1994. . . . . . . . . . . . . . . . . 1,133.84 61.76 --
------------ ------------ ------------
$ 1,078.54 (156.35) 8.44
============ ============ ============
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<TABLE>
JMB INCOME PROPERTIES, LTD. - VI
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
<CAPTION>
GENERAL PARTNERS LIMITED PARTNERS (60,005 Interests)
------------------------------------------------ ---------------------------------------------------
CONTRI-
BUTIONS
NET NET OF NET
CONTRI- EARNINGS CASH OFFERING EARNINGS CASH
BUTIONS (LOSS) DISTRIBUTIONS TOTAL COSTS (LOSS) DISTRIBUTIONS TOTAL
------- ---------- ------------- ----------- ----------- ---------- -------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance
(deficit) at
December 31,
1992 . . . . $1,000 1,066,079 (6,507,073) (5,439,994) 54,556,949 (5,914,056)(104,485,174)(55,842,281)
Net earnings
(note 5) . . -- 15,659 -- 15,659 -- 506,316 -- 506,316
-------- --------- ---------- ---------- ---------- ---------- ------------ -----------
Balance
(deficit) at
December 31,
1993 . . . . 1,000 1,081,738 (6,507,073) (5,424,335) 54,556,949 (5,407,740)(104,485,174)(55,335,965)
Net loss
(note 5) . . -- (367,342) -- (367,342) -- (9,381,815) -- (9,381,815)
-------- --------- ---------- ---------- ---------- ---------- ------------ -----------
Balance
(deficit) at
December 31,
1994 . . . . 1,000 714,396 (6,507,073) (5,791,677) 54,556,949 (14,789,555)(104,485,174)(64,717,780)
Net earnings
(note 5) . . -- 245,963 -- 245,963 -- 64,717,780 -- 64,717,780
-------- --------- ---------- ---------- ---------- ---------- ------------ -----------
Balance
(deficit) at
December 31,
1995 . . . .$ 1,000 960,359 (6,507,073) (5,545,714) 54,556,949 49,928,225 (104,485,174) --
======== ========== ========== ========== ========== ========== ============ ===========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<TABLE>
JMB INCOME PROPERTIES, LTD. - VI
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
<CAPTION>
1995 1994 1993
------------ ----------- -----------
<S> <C> <C> <C>
Cash flows from operating activities:
Net earnings (loss) . . . . . . . . . . . . . . . $ 64,963,743 (9,749,157) 521,975
Items not requiring (providing) cash or
cash equivalents:
Depreciation. . . . . . . . . . . . . . . . . . 534,016 1,462,428 2,833,055
Amortization of deferred expenses . . . . . . . 233,883 685,890 636,669
Provision for doubtful collectibility . . . . . 340,000 -- --
Long-term debt-deferred accrued interest. . . . -- -- (146,348)
Venture partners' share of venture's
operations . . . . . . . . . . . . . . . . . . -- 39,993 (189,754)
Total gain on disposition of investment
properties . . . . . . . . . . . . . . . . . . (68,838,857) (3,858,247) --
Changes in:
Rents and other receivables . . . . . . . . . . (663,465) 364,992 (73,841)
Prepaid expenses. . . . . . . . . . . . . . . . 81,353 74,051 40,423
Escrow deposits . . . . . . . . . . . . . . . . 920,078 404,187 (1,620,293)
Accrued rents receivable. . . . . . . . . . . . 444,251 907,386 217,906
Accounts payable. . . . . . . . . . . . . . . . 1,061,061 (61,115) (76,105)
Accrued interest . . . . . . . . . . . . . . . 871,142 8,790,690 1,272,375
Other current liabilities . . . . . . . . . . . 446,175 -- --
Amounts due to affiliates . . . . . . . . . . . (7,694) 671,440 771,821
Tenant security deposits. . . . . . . . . . . . 2,015 30,946 (95,852)
------------ ----------- -----------
Net cash provided by (used in)
operating activities. . . . . . . . . . 387,701 (236,516) 4,092,031
------------ ----------- -----------
Cash flows from investing activities:
Net sales and maturities of short-term
investments. . . . . . . . . . . . . . . . . . . -- 97,996 22,908
Additions to investment properties. . . . . . . . (724,571) (198,062) (1,430,551)
Increase in deferred expenses . . . . . . . . . . (71,045) (586,791) (492,599)
------------ ----------- -----------
Net cash used in investing activities . . (795,616) (686,857) (1,900,242)
------------ ----------- -----------
Cash flows from financing activities:
Distributions to venture partners . . . . . . . . -- (252) (12,037)
Principal payments on long-term debt. . . . . . . -- -- (2,736,899)
Proceeds from long-term debt (note 2(b)). . . . . 241,423 357,537 --
Principal payments on note payable. . . . . . . . (97,835) (234,803) (31,959)
Contribution from venture partner . . . . . . . . -- 39,124 --
------------ ----------- -----------
Net cash provided by (used in)
financing activities. . . . . . . . . . 143,588 161,606 (2,780,895)
------------ ----------- -----------
Net decrease in cash and cash equivalents (264,327) (761,767) (589,106)
Cash and cash equivalents,
beginning of year . . . . . . . . . . . 264,327 1,026,094 1,615,200
------------ ----------- -----------
Cash and cash equivalents,
end of year . . . . . . . . . . . . . . $ -- 264,327 1,026,094
============ =========== ===========
Supplemental disclosure of cash flow information:
Cash paid for mortgage and other interest . . . . $ 5,385,305 10,072,917 10,594,956
============ =========== ===========
Non-cash investing and financing activities:
Fixed asset costs payable to tenant (note 2). . $ -- -- (469,605)
============ =========== ===========
Balance due on mortgage notes payable
cancelled . . . . . . . . . . . . . . . . . . $100,437,701 14,243,816 --
Reduction of land . . . . . . . . . . . . . . . (3,383,142) (2,642,045) --
Reduction of buildings and improvements . . . . (69,198,634) (23,482,956) --
Reduction of accumulated depreciation . . . . . 40,404,383 15,057,577 --
Reduction of accrued interest payable . . . . . 10,661,676 1,235,769 --
Reduction of other assets and liabilities . . . (10,083,127) (553,914) --
------------ ----------- -----------
Non-cash gain recognized on
disposition of investment property
(note 3). . . . . . . . . . . . . . . . $ 68,838,857 3,858,247 --
============ =========== ===========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
JMB INCOME PROPERTIES, LTD. - VI
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
(1) OPERATIONS AND BASIS OF ACCOUNTING
The Partnership formerly held (either directly or through joint
ventures) an equity investment portfolio of United States real estate.
Business activities consisted of rentals to a wide variety of commercial
and retail companies, and the ultimate sale or disposition of such real
estate. As of June 9, 1995, all the Partnership's investment properties
have been sold or disposed. As of December 31, 1995, the Partnership has
terminated for Federal income tax purposes because, as of December 31,
1995, the Partnership neither operated nor carried on any business
financial operation or venture, having ceased any such actvities prior to
that date (note 5). The Partnership, subject to the litigation described
in note 2(b), currently expects terminate its affairs during 1996.
The accompanying consolidated financial statements include the
accounts of the Partnership and its venture, Fishkill Associates
("Fishkill"), which owned Dutchess Mall until it was transferred to the
mortgage lender for the property in May 1994 (note 3) at which time
Fishkill terminated its affairs. The effect of all transactions between
the Partnership and the venture has been eliminated in the accompanying
consolidated financial statements.
The Partnership's records are maintained on the accrual basis of
accounting as adjusted for Federal income tax reporting purposes. The
accompanying consolidated financial statements have been prepared from such
records after making appropriate adjustments to present the Partnership's
accounts in accordance with generally accepted accounting principles
("GAAP") and to consolidate the accounts of the venture as described above.
Such adjustments are not recorded on the records of the Partnership. The
effect of these items for the years ended December 31, 1995 and 1994 is
summarized as follows:
<TABLE>
<CAPTION>
1995 1994
-------------------------------- ------------------------------
TAX BASIS
GAAP BASIS (Unaudited) GAAP BASIS TAX BASIS
------------ ----------- ------------ -----------
<S> <C> <C> <C> <C>
Total assets. . . . . . . . . . . . $ 85,042 -- 45,753,656 41,473,017
Partners' capital accounts
(deficit) (note 5):
General partners . . . . . . . . (5,545,714) -- (5,791,677) (4,798,500)
Limited partners . . . . . . . . -- -- (64,717,780) (55,949,459)
Net earnings (loss) (note 5):
General partners . . . . . . . . 245,963 4,777,367 (367,342) 628,299
Limited partners . . . . . . . . 64,717,780 55,949,459 (9,381,815) (988,136)
Net earnings (loss) per limited
partnership interest . . . . . . . 1,078.54 932.41 (156.35) (16.47)
=========== =========== =========== ==========
</TABLE>
The net earnings (loss) per Interest is based upon the number of
Interests outstanding at the end of each period (60,005). As no further
operations will be allocable to the Limited Partners, the earnings for 1995
have been allocated to achieve a zero capital balance for such Limited
Partners for financial reporting and Federal income tax purposes as of
December 31, 1995 (note 5).
The preparation of financial statements in accordance with GAAP
requires the Partnership to make estimates and assumptions that affect the
reported or disclosed amount of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements
and the reported amounts of revenues and expenses during the reporting
period. Actual results could differ from these estimates.
Statement of Financial Accounting Standards No. 95 requires the
Partnership to present a statement which classifies receipts and payments
according to whether they stem from operating, investing or financing
activities. The required information has been segregated and accumulated
according to the classifications specified in the pronouncement. The
Partnership records amounts held in U.S. Government obligations at cost,
which approximates market. For the purposes of these statements, the
Partnership's policy is to consider all such amounts held with original
maturities of three months or less ($0 and $173,979 at December 31, 1995
and 1994, respectively) as cash equivalents with any remaining amounts
(generally with original maturities of one year or less) reflected as
short-term investments being held to maturity.
Deferred expenses consisted primarily of commitment fees and loan
related costs which were amortized over the term of the related mortgage,
and lease commissions which were amortized over the term of the related
leases, using the straight-line method.
Although certain leases of the Partnership provided for tenant
occupancy during periods for which no rent was due and/or increases in
minimum lease payments over the term of the lease, the Partnership accrued
rental income over the full period of occupancy on a straight-line basis.
No provision for State or Federal income taxes has been made as the
liability for such taxes is that of the Partners rather than the
Partnership. However, the Partnership has remitted directly to the tax
authorities on behalf of certain limited partners amounts representing
withholding from the disposition of the Century City North Office Building.
Such amounts were funded through advances from the General Partners.
(2) INVESTMENT PROPERTIES
(a) General
The Partnership had acquired, either directly or through joint
ventures (note 3), an office building and five shopping centers, all of
which have been sold or disposed as of June 9, 1995. The cost of the
investment property represented the total cost to the Partnership, plus
miscellaneous acquisition costs.
Depreciation on the properties during the period of ownership had been
provided over the estimated useful lives of the various components as
follows:
YEARS
-----
Buildings and improvements (new) --
150% declining-balance or straight-line . . . . . . . . . . 5-35
Buildings and improvements (used) --
straight-line . . . . . . . . . . . . . . . . . . . . . . . 5-45
Personal property -- 150% declining-balance
or straight-line. . . . . . . . . . . . . . . . . . . . . . 5
====
Maintenance and repair expenses were charged to operations as
incurred. Significant betterments and improvements were capitalized and
depreciated over their estimated useful lives. Provisions for value
impairment were recorded with respect to the investment property whenever
the estimated future cash flows from a property's operations and projected
sale were less than the property's net carrying value.
The properties were pledged as security for the long-term debt (note
4), for which there was no recourse to the Partnership.
(b) Century City North
On June 9, 1995, the Partnership transferred title to the lender as
discussed below.
The Partnership had been exploring the possibility of selling its
interest in the building. In view of the extremely competitive nature of
the Los Angeles marketplace, releasing costs (including the downtime to
locate new tenants) were expected to continue to be high. Because the
Partnership's and the property's reserves had been virtually exhausted, the
Partnership was delinquent in the payment of its November and December 1994
scheduled debt service and, as of January 1, 1995, had suspended all
payments of the scheduled debt service on the first mortgage loan.
Accordingly, in January 1995, the Partnership received a notice of default
from the first mortgage lender.
In October 1985, the Partnership refinanced the existing mortgage debt
secured by the Century City North Building, which had a balance at the date
of refinancing of $18,221,662, with a first mortgage loan originally due
November 1, 1990, in the amount of $92,000,000. The Partnership received
net refinancing proceeds of approximately $72,463,000 (after retirement of
the existing mortgage debt and payment of certain other related costs and
to reduce the interest pay rate but not the accrual rate on the loan.)
During 1991, the long-term mortgage note secured by the Century City
North Building was modified to extend the maturity date to November 1,
1995. The first mortgage loan, in addition to periodic interest at
10.875%, provided for contingent interest based upon a formula (as defined)
ranging from $5,000,000 to $8,000,000. For financial reporting purposes,
based on the notice of default, the Partnership had determined that
$5,000,000 in additional interest was due. Such amount was reflected in
accrued interest in the consolidated financial statements at December 31,
1994 and in the gain on disposition in 1995. In addition, the Partnership
determined that approximately $3,973,387 in late fees and prepayment
penalties were due in accordance with the debt agreement. The Partnership
was required to escrow (reflected as escrow deposits in the accompanying
consolidated balance sheet at December 31, 1994) any cash flow produced by
the property, after payment of modified debt service, for the period
November 1, 1990 through October 31, 1993. This escrow was established to
pay for approved capital and tenant improvements related to the property.
In addition, the property management fee was required to be deferred until
the first mortgage was repaid in full. The debt service reduction period
expired and, as a result, the Partnership met with the first mortgage
lender to obtain further debt service relief until such time as significant
leasing in the building was achieved. The lender did not grant any
additional debt service relief, but allowed a portion of the funds
previously escrowed, plus interest thereon, to be used for future leasing
and capital costs at the building. These escrowed funds otherwise would
have been applied as a reduction of the outstanding principal balance of
the loan pursuant to the modification documents. In March of 1995, the
first mortgage lender required the Partnership to establish a restricted
funds account in which all cash flow from the property was controlled by
the first mortgage lender.
In May of 1995, the first mortgage lender notified the Partnership
that it had decided to acquire title to the property. On June 9, 1995, the
property was transferred to the lender through a deed in lieu of
foreclosure and the remaining balance in the restricted funds account plus
any cash held at the property, was applied against the outstanding
principal balance of the loan.
As a result of the transfer to the lender as discussed above, the
Partnership no longer has an ownership interest in the property and
recognized a gain for financial reporting purposes of $68,838,857 and
expects to recognize a gain of approximately $60,727,000 Federal income tax
purposes during 1995 with no corresponding distributable proceeds.
In October 1991, an agreement was reached whereby an existing
unsecured line of credit was converted to a non-recourse second mortgage in
an amount not to exceed $7,000,000, secured by the Century City North
Building and due November 1, 1995. At the disposition date, June 9, 1995,
$5,794,745 ($241,423 in 1995) had been funded thereunder. Interest was
paid at an adjustable rate (approximately 8.63% at the June 9, 1995
disposition date). The Partnership was previously allowed to draw proceeds
under this facility to pay the interest due on this mortgage loan in
addition to any related bank fees which may have been incurred. This loan
was extinguished without payment upon the acquisition of title to the
property by the first mortgage lender.
The Partnership entered into a lease agreement in 1993 whereby a
tenant paid the costs associated with renovating its leased space at the
Century City North Building. According to the terms of the lease, the
Partnership was to pay to the tenant a negotiated amount, initially
$469,605 (reflected as notes payable in the accompanying consolidated
balance sheet at December 31, 1994) in monthly installments of principal
and interest through November 1995. The balance remaining at the
disposition date, June 9, 1995, was $105,009 which was assumed by the first
mortgage lender at the transfer date.
The Partnership and certain associated companies have been named in a
lawsuit entitled HOLWICK, INC. V. JMB/1888 PARTNERS, ET AL. which was filed
in the Superior Court for the County of Los Angeles, seeking damages for
breach of contract and fraud, among other things, in connection with the
installation of sprinkler and alarm systems at the Century City North
Building and two other properties not owned by the Partnership. Plaintiff,
who was the general contractor for the installation, seeks in excess of
$4.5 million in compensatory damages, punitive damages in an unspecified
amount, and costs of the suit. The Partnership has prevailed on a motion
striking portions of the complaint; however, it is too early in the
proceedings to predict whether there will be any ultimate exposure to the
Partnership. In the event the Partnership is found to have liability
concerning these disputes, the resulting cash outflow will likely deplete
any remaining assets held by the Partnership. In addition, two of the
general contractor's subcontractors have filed mechanics' liens against the
Century City North Building claiming non-payment of approximately $246,300
for services performed. The Partnership is entitled to indemnification
from the general contractor for these claims as the Partnership has
previously submitted payment for said services to the general contractor.
It is unclear whether the general contractor will have the financial
resources to fulfill its indemnity obligation. Accordingly, the
Partnership has accrued for the subcontractors' claims in the accompanying
consolidated financial statements.
(3) VENTURE AGREEMENT - DUTCHESS MALL
On May 13, 1994, Dutchess transferred title to the lender as discussed
below.
The Partnership owned a 90% interest in Fishkill, which owned an 80%
interest in Dutchess Mall Associates ("Dutchess"), the former owner of
Dutchess Mall located in Fishkill, New York. A 10% interest in Fishkill
was owned by JMB Income Properties, Ltd. - V, a partnership sponsored by
the managing general partner of the Partnership. Dutchess had been
actively negotiating with the first mortgage lender to seek a modification
of the terms of the current mortgage loan to provide the funds necessary
for a much needed renovation of the center. During 1993, Dutchess received
a notice of default and acceleration from the first mortgage lender. In
this regard, Dutchess and the lender reached a six-month standstill
agreement (which expired on July 31, 1993) whereby Dutchess proceeded with
an aggressive leasing and remerchandising program in order to re-position
the mall to better compete within its market. Pursuant to the terms of the
agreement, Dutchess had remitted the monthly net cash flow (as defined) to
the lender as debt service. Upon expiration of the standstill agreement,
interest on the mortgage was accrued at a default rate of 18% as opposed to
the contract rate of 13.75% in 1993. Efforts to lease the center did not
meet with lender approval and on May 13, 1994 the property was transferred
to the lender. However, pursuant to the agreement to transfer title, the
management agreement with the affiliate of the general partners of the
Partnership was assigned to the lender and therefore such affiliate
continues to manage the property.
As a result of the transfer to the lender as discussed above, Dutchess
no longer has an ownership interest in the property and recognized a gain
for financial reporting purposes of $3,858,247 (of which the Partnership's
share is $3,743,348) and recognized a gain of $3,558,767 (of which the
Partnership's share is $3,471,747) for Federal income tax purposes during
1994 with no corresponding distributable proceeds. Accordingly, Dutchess
and Fishkill terminated their affairs in 1994.
(4) LONG-TERM DEBT
Long-term debt consisted of the following at December 31, 1995 and
1994:
1995 1994
----------- -----------
10-7/8% mortgage note secured by the
Century City North Building;
satisfied in 1995 by the lender
obtaining title to the property;
formerly payable in monthly
installments of interest only at
10% to November 1993 and 10-7/8%
thereafter; unpaid accrued interest
was added to the outstanding principal
amount monthly; all unpaid
interest and Contingent Interest
(computed by a formula (as defined))
and the full principal amount was
due November 1, 1995. Note was
extinguished in June, 1995 as
discussed in note 2. . . . . . . . . $ -- 94,518,083
Second mortgage note (maximum
commitment $7,000,000); secured by
the Century City North Building;
satisfied in 1995 by the lender
obtaining title to the property
(note 2); interest formerly
payable in monthly installments
at an adjustable rate (approxi-
mately 8.00% at December 31,
1994); outstanding balance was
scheduled to be due November 1,
1995. Note was extinguished in
June, 1995 as discussed in note 2. . -- 5,678,195
----------- -----------
Total debt. . . . . . . . . -- 100,196,278
Less current portion
of long-term debt . . . . -- 100,196,278
----------- -----------
Total long-term debt. . . . $ -- --
============ ===========
(5) PARTNERSHIP AGREEMENT
Pursuant to the terms of the Partnership Agreement, net profits or
losses of the Partnership from operations prior to 1995 have been allocated
97% to the Limited Partners and 3% to the General Partners. Profits from
the sale of investment properties prior to 1995 were to be allocated to the
General Partners in an amount equal to the greater of 1% of such profits or
the amount of cash distributable to the General Partners from any such sale
or refinancing (as described below). Losses from the sale or refinancing
of investment properties prior to 1995 were to be allocated 1% to the
General Partners. The remaining sale or refinancing profits and losses
were to be allocated to the Limited Partners.
As described in note 2, on June 9, 1995 the Partnership disposed of
its last investment property. Future operations will consist entirely of
the results if any, of the pending litigation. The Partnership, as of
December 31, 1995, has been liquidated for Federal income tax purposes
because, as of December 31, 1995, the Partnership neither operated nor
carried on any business, financial operation or venture, having ceased any
such activities prior to that date. As more fully described in note 2, the
Partnership is subject to a pending lawsuit which has caused a delay in the
legal termination of the Partnership. The Partnerships only activity at
this time is the conduct of its defense in the pending lawsuits. (The
Partnership may also pursue certain legal remedies for the collection of
certain of the receivables owed to it by the non-resident alien limited
partners). Future operations, including any adverse effect of a resolution
of the pending lawsuit, will be fully allocable to the General Partners of
the Partnership. Therefore, subsequent to December 31, 1995, there will be
no further allocations of income or loss for financial reporting or Federal
income tax purposes or any further cash distributions to the Limited
Partners. Upon the resolution of the pending lawsuit, the affairs of the
Partnership are expected to be wound-up as soon as practicable.
In addition, the net earnings from operations and the gain on
disposition of the Century City Office Building in 1995 were allocated to
the Limited Partners in such a fashion as to bring their capital accounts
to zero for financial reporting and Federal income tax purposes as no
further operations will be allocable to such Limited Partners subsequent to
December 31, 1995.
An amendment to the Partnership Agreement (effective January 1, 1991)
generally provides that notwithstanding any allocation contained in the
Agreement, if at any time profits (including items thereof) are realized by
the Partnership, any current or anticipated event that would cause the
deficit balance in absolute amount in the Capital Account of the General
Partners to be greater than their share of the Partnership's indebtedness
(as defined) after such event, then the General Partners shall be allocated
profits to the extent necessary to cause the deficit balance in the Capital
Account of the General Partners to be no less than their respective shares
of the Partnership's indebtedness after such event. In general, the effect
of this amendment was to allow the deferral of the recognition of taxable
gain to the Limited Partners.
The General Partners are not required to make any capital
contributions, except under certain limited circumstances upon termination
of the Partnership. Distributions of "cash flow" of the Partnership were
to be allocated 90% to the Limited Partners and 10% to the General
Partners. However, a portion of such distributions to the General Partners
was subordinated to the Limited Partners' receipt of a stipulated return on
their contributed capital.
After the Limited Partners' receipt of their contributed capital plus
a stipulated return thereon (which has been received), distributions of
proceeds arising from the sale or refinancing of investment properties were
to be allocated 85% to the Limited Partners and 15% to the General
Partners. In addition, the General Partners were to receive distributions
in an amount up to 1% of the selling price in the event of a sale.
As described above, allocations among the partners in the accompanying
accrual basis financial statements have been made in accordance with the
provisions of the Partnership Agreement and the venture agreement (note
2(b)). The allocation percentages have differed from year to year and on
the GAAP basis and the tax basis among the partners. Such differences have
had no material effect on total assets, total partners' capital or net
loss.
(6) MANAGEMENT AGREEMENTS
The Century City North Office Building had previously been managed by
an affiliate of the General Partners for a fee computed as a percentage of
certain rents received by the property. In December 1994, the affiliated
property manager sold substantially all of its assets and assigned its
interest in its management contracts to an unaffiliated third party. In
addition, certain of the management personnel of the property manager
became management personnel of the purchaser and its affiliates. The
successor to the affiliated property manager's assets was acting as the
property manager of the Century City North Office Building after the sale
on terms similar to those that existed prior to the sale.
Since 1991, property management fees of approximately $2,052,000 had
been deferred at the Century City North Office Building representing
deferrals required in accordance with the modification of the debt (note
2(b)) secured by the property. In addition, approximately $391,000 of 1991
property management fees related to the Dutchess Mall were also deferred.
The Partnership's share of such deferred fees related to the Dutchess Mall
(approximately $352,000) were to have been payable out of the net sales
proceeds, if any, of the Century City North Office Building. The former
affiliated property manager also earned commissions in connection with
leasing activity at the Century City North Office Building but had deferred
the payment of a portion of the commissions otherwise payable pursuant to
the Partnership and Management Agreements. On June 9, 1995, as more fully
discussed in note 3, the Partnership transferred title to the Century City
North Office Building to the first mortgage lender. As of the date of
transfer, such deferrals were approximately $2,495,000, of which
approximately $376,000 represented deferrals required in accordance with
the Partnership Agreement. Due to the transfer of title of the Century
City North Office Building to the first mortgage lender in June 1995, it is
unlikely that any of these deferred fees or commissions related to Dutchess
Mall or Century City North will be paid.
(7) LEASES
At June 9, 1995, title to the Partnership's remaining asset was
transferred to the lender (note 2). The Partnership had determined that
all leases relating to this property were properly classified as operating
leases; therefore rental income was reported when earned and the cost of
the property, excluding the cost of land, was depreciated over the
estimated useful life. Leases with tenants ranged in term from one to ten
years and provided for fixed minimum rent and partial reimbursement of
operating costs.
<TABLE>
(8) TRANSACTIONS WITH AFFILIATES
The Partnership, pursuant to the Partnership Agreement, is permitted to engage in various transactions
involving the Managing General Partner and its affiliates including the direct expenses relating to the
administration of the Partnership and the operation of the Partnership's investments. Fees, commissions and other
expenses required to be paid by the Partnership to the General Partners and their affiliates as of December 31,
1995, 1994 and 1993 are as follows:
<CAPTION>
UNPAID AT
DECEMBER 31,
1995 1994 1993 1995
-------- -------- -------- --------------
<S> <C> <C> <C> <C>
Property management fees and
lease commissions . . . . . . . . . $ -- 750,895 1,017,817 4,899,324
Insurance commissions . . . . . . . . 878 25,000 25,000 --
Reimbursement (at cost) for
out-of-pocket expenses. . . . . . . 6,381 4,052 16,828 --
Reimbursement (at cost) for
out-of-pocket salary related
expenses related to on-site
and other costs for the
Partnership and its investment
properties. . . . . . . . . . . . . -- 7,709 97,049 --
-------- ------- --------- ---------
$ 7,259 787,656 1,156,694 4,899,324
======== ======= ========= =========
</TABLE>
An affiliate of the General Partners had deferred receipt of certain
property leasing commissions and management fees, as discussed in note 6.
The amounts deferred (approximately $82 per Interest) do not bear interest
and it is unlikely that any of these will be paid.
Effective January 1, 1994, certain officers and directors of the
Corporate General Partner acquired interests in a company which, among
other things, has provided and continues to provide certain contract
services at the Century City North Building. Such acquisition had no
effect on the fees payable by the Partnership under any existing agreements
with such company. The fees earned by such company from the Partnership
through the date of disposition of the property were approximately $44,000,
all of which relate to previously existing contracts and all of which have
been paid.
Effective October 1, 1995, the Managing General Partner of the
Partnership engaged independent third parties to perform certain
administrative services for the Partnership which were previously performed
by, and partially reimbursed to, affiliates of the General Partners. Use
of such third parties is not expected to have a material effect on the
operations of the Partnership.
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 and directors and members of their families. JMB has
responsibility for all aspects of the Partnership's operations, subject to
the requirement that sales of real property must 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 shall 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. The
Partnership is subject to certain conflicts of interest arising out of its
relationships with the General Partners and their affiliates as well as the
fact that the General Partners and their affiliates are engaged in a range
of real estate activities. Certain services have been and may in the
future be 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 are to be
provided on terms no less favorable to the Partnership than could be
obtained from independent third parties and are 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 General Partners and their affiliates may be in
competition with the Partnership under certain circumstances, including, in
certain geographical markets, for tenants for properties and/or for the
sale of properties. Because the timing and amount of cash distributions
and profits and losses of the Partnership may be affected by various
determinations by the General Partners under the Partnership Agreement,
including whether and when to sell or refinance a property, the
establishment and maintenance of reasonable reserves, the timing of
expenditures and the allocation of certain tax items under the Partnership
Agreement, the General Partners may have a conflict of interest with
respect to such determinations.
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
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.
(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.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this report:
(1) Financial Statements (See Index to
Financial Statements filed with this report).
(2) Exhibits.
3-A.* The Prospectus of the Partnership dated
November 16, 1978, as supplemented April 27, 1979, filed with the
Commission pursuant to Rules 424(b) and 424(c), is hereby incorporated
herein by reference.
3-B.* Amended and Restated Agreement of Limited
Partnership set forth as Exhibit A to the Prospectus, which is incorporated
herein by reference and which agreement is hereby incorporated herein by
reference.
10-A. Acquisition documents relating to the
purchase by the Partnership of Century City North Building office building
in Los Angeles, California are hereby incorporated by reference to the
Partnership's prospectus on Form S-11 (File No. 2-61840) dated November 16,
1978.
10-B. Partnership Grant Deed dated May 31, 1995
by and between JMB Income Properties, Ltd. VI, an Illinois limited
partnership, and Century City North, L.L.C., a Delaware limited liability
company is hereby incorporated herein by reference to the Partnership's
Report for June 30, 1995 on Form 10-Q (File No. 0-9485) dated August 9,
1995.
21. List of Subsidiaries.
24. Powers of Attorney.
27. Financial Data Schedule.
99-A. The Partnership's Report on Form 8-K (File
No. 0-9485) dated June 23, 1995 describing the June 9, 1995 disposition of
the Century City North Office Building and exhibits thereto is filed
herewith.
--------------------
* Previously filed as Exhibits 3-A, 3-B and 4-A,
respectively, to the Partnership's Report on Form 10-K of the Securities
Exchange Act of 1934 for December 31, 1992 (File No. 0-9485) filed on March
19, 1993 and hereby incorporated herein by reference.
(b) No Reports on Form 8-K were required or filed since the
beginning of the last quarter of the period covered by this report.
No annual report or proxy material for the fiscal year 1995 has been
sent to the Partners of the Partnership. An annual report will be sent to
the Partners subsequent to this filing.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Act of 1934, the Partnership 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
GAILEN J. HULL
By: Gailen J. Hull
Senior Vice President
Date: March 25, 1996
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
By: JMB Realty Corporation
Managing General Partner
JUDD D. MALKIN*
By: Judd D. Malkin, Chairman and
Chief Financial Officer
Date: March 25, 1996
NEIL G. BLUHM*
By: Neil G. Bluhm, President and Director
Date: March 25, 1996
H. RIGEL BARBER*
By: H. Rigel Barber, Chief Executive Officer
Date: March 25, 1996
GLENN E. EMIG*
By: Glenn E. Emig, Chief Operating Officer
Date: March 25, 1996
GAILEN J. HULL
By: Gailen J. Hull, Senior Vice President
Principal Accounting Officer
Date: March 25, 1996
A. LEE SACKS*
By: A. Lee Sacks, Director
Date: March 25, 1996
STUART C. NATHAN*
By: Stuart C. Nathan, Executive Vice President
and Director
Date: March 25, 1996
GAILEN J. HULL, Pursuant to a Power of Attorney
GAILEN J. HULL
By: Gailen J. Hull, Attorney-in-Fact
Date: March 25, 1996
JMB INCOME PROPERTIES, LTD. - VI
EXHIBIT INDEX
DOCUMENT
INCORPORATED
BY REFERENCE PAGE
------------ ----
3-A. Pages 8-15, 36-38, 88-89 and A-6 to A-17
of the Prospectus of the Partnership
dated November 16, 1978. Yes
3-B. Amended and Restated Agreement of
Limited Partnership Yes
4-B. Mortgage loan agreement related to
Century City North Yes
10-A. Acquisition documents related to
Century City North Yes
21. List of Subsidiaries No
24. Powers of Attorney No
27. Financial Data Schedule No
99-A. Form 8-K describing the disposition of
Century City North Office Building Yes
EXHIBIT 21
LIST OF SUBSIDIARIES
NONE
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officers of JMB
Realty Corporation, the managing general partner of JMB INCOME PROPERTIES,
LTD. - VI, do hereby nominate, constitute and appoint GARY NICKELE, GAILEN
J. HULL, DENNIS M. QUINN or any of them, attorneys and agents of the
undersigned with full power of authority to sign in the name and on behalf
of the undersigned officers a Report on Form 10-K of said partnership for
the fiscal year ended December 31, 1995, and any and all amendments
thereto, hereby ratifying and confirming all that said attorneys and agents
and any of them may do by virtue hereof.
IN WITNESS WHEREOF, the undersigned have executed this Power of
Attorney the 5th day of February, 1996.
H. RIGEL BARBER
- -----------------------
H. Rigel Barber Chief Executive Officer
GLENN E. EMIG
- -----------------------
Glenn E. Emig Chief Operating Officer
The undersigned hereby acknowledge and accept such power of authority
to sign, in the name and on behalf of the above named officers, a Report on
Form 10-K of said partnership for the fiscal year ended December 31, 1995,
and any and all amendments thereto, the 5th day of February, 1996.
GARY NICKELE
-----------------------
Gary Nickele
GAILEN J. HULL
-----------------------
Gailen J. Hull
DENNIS M. QUINN
-----------------------
Dennis M. Quinn
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officers of JMB
Realty Corporation, the managing general partner of JMB INCOME PROPERTIES,
LTD. - VI, do hereby nominate, constitute and appoint GARY NICKELE, GAILEN
J. HULL, DENNIS M. QUINN or any of them, attorneys and agents of the
undersigned with full power of authority to sign in the name and on behalf
of the undersigned officers a Report on Form 10-K of said partnership for
the fiscal year ended December 31, 1995, and any and all amendments
thereto, hereby ratifying and confirming all that said attorneys and agents
and any of them may do by virtue hereof.
IN WITNESS WHEREOF, the undersigned have executed this Power of
Attorney the 5th day of February, 1996.
NEIL G. BLUHM
- ----------------------- President and Director
Neil G. Bluhm
JUDD D. MALKIN
- ----------------------- Chairman and Chief Financial Officer
Judd D. Malkin
A. LEE SACKS
- ----------------------- Director of General Partner
A. Lee Sacks
STUART C. NATHAN
- ----------------------- Executive Vice President
Stuart C. Nathan Director of General Partner
A. Lee Sacks
The undersigned hereby acknowledge and accept such power of authority
to sign, in the name and on behalf of the above named officers, a Report on
Form 10-K of said partnership for the fiscal year ended December 31, 1995,
and any and all amendments thereto, the 5th day of February, 1996.
GARY NICKELE
-----------------------
Gary Nickele
GAILEN J. HULL
-----------------------
Gailen J. Hull
DENNIS M. QUINN
-----------------------
Dennis M. Quinn
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
REGISTRANT'S FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1995 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
INCLUDED IN SUCH REPORT.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 85,042
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 85,042
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 85,042
<CURRENT-LIABILITIES> 731,432
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> (5,545,714)
<TOTAL-LIABILITY-AND-EQUITY> 85,042
<SALES> 6,454,619
<TOTAL-REVENUES> 6,519,916
<CGS> 0
<TOTAL-COSTS> 3,353,661
<OTHER-EXPENSES> 203,499
<LOSS-PROVISION> 340,000
<INTEREST-EXPENSE> 6,497,870
<INCOME-PRETAX> (3,875,114)
<INCOME-TAX> 0
<INCOME-CONTINUING> 68,838,857
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 64,963,743
<EPS-PRIMARY> 1,078.54
<EPS-DILUTED> 1,078.54
</TABLE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 9, 1995
JMB INCOME PROPERTIES, LTD. - VI
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Illinois 0-9485 36-2936728
- ------------------- -------------- --------------------
(State or other (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
900 N. Michigan Avenue, Chicago, Illinois 60611-1575
-----------------------------------------------------
(Address of principal executive office)
Registrant's telephone number, including area code: (312) 915-1987
-------------------------------------------------------------------
CENTURY CITY NORTH OFFICE BUILDING
Los Angeles, California
-----------------------
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. JMB Income Properties, Ltd.-VI
(the "Partnership") owned Century City North Office Building (the "Property")
located in Los Angeles, California. On June 9, 1995 the mortgage lender,
Aetna Life Insurance Company ("Lender"), concluded proceedings to realize upon
its security. The deed was conveyed to the lender on such date, pursuant to a
conveyance agreement dated May 31, 1995 between the Partnership and the
lender.
The Los Angeles office building market is depressed at the present
time and though occupancy had improved to 88% in the last few months the
Property still had a significant amount of vacancy at the time of conveyance.
The Partnership had been exploring the possibility of selling its interest in
the Property. In view of the extremely competitive nature of the marketplace,
releasing costs (including the downtime to locate new tenants) were expected
to continue to be high. Because the Partnership's and the Property's reserves
had been virtually exhausted, the Partnership was delinquent in the payment of
its November and December of 1994 scheduled debt service and, as of January 1,
1995, had suspended all payments of the scheduled debt service on the first
mortgage loan. Accordingly, in January 1995, the Partnership received a
notice of default from the first mortgage lender. As previously reported, in
May of 1995, the first mortgage lender notified the Partnership that it had
decided to act upon its available remedies under the loan documents and would
acquire title to the Property through a deed in lieu of foreclosure or
foreclosure sale.
As a result of the disposition of the Property, the Partnership will
recognize a gain for financial reporting and Federal income tax purposes with
no corresponding distributable proceeds.
In addition, as a result of the lender realizing on its security in
the Property, the Partnership no longer owns any investment properties either
directly or through interests in joint ventures. It is not anticipated that
any remaining cash or investments held by the Partnership will be available
for distribution, but will instead be required to satisfy certain outstanding
Partnership liabilities.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements. Not applicable.
(b) Pro forma financial information - Narrative.
As a result of the lender realizing upon it security in the Property,
there will be no further rental income, property operating expenses,
depreciation, or mortgage interest expense recorded for the Property which for
the Property's most recent fiscal year (the year ended December 31, 1994) were
$13,766,000, $5,282,000, $1,196,000 and $19,054,000, respectively. Rental
income, property operating expenses, depreciation, and mortgage interest
expense for the Property for the three months ended March 31, 1995 were
approximately $3,412,000, $1,326,000, $303,000 and $4,147,000, respectively.
Also, as a result of the lender realizing upon its security in the Property,
there will be no further assets and liabilities related to the Property, which
at March 31, 1995 consisted of land, building and improvements, deferred lease
commissions, deferred management fees and deferred rents receivable (net of
accumulated depreciation and amortization) of approximately $42,032,000; cash
and other current assets of approximately $3,013,000; current portion of long-
term debt and current portion of note payable (including accrued interest) of
approximately $108,019,000, and other liabilities of approximately $5,843,000.
The Partnership will record a gain on disposition of investment property of
approximately $74,000,000 and $64,000,000 for financial reporting and Federal
income tax purposes respectively in 1995.
(c) Exhibits.
1) Notice of Trustee's Sale dated May 4, 1995.
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.
JMB INCOME PROPERTIES, LTD. - VI
By: JMB Realty Corporation
Managing General Partner
By: C. SCOTT NELSON
-----------------------------------
C. Scott Nelson, Vice President
Accounting Officer
Dated: June 23, 1995
