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): May 15, 1997
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - IX
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(Exact name of registrant as specified in its charter)
Illinois 0-9484 36-2875190
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(State or other) (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Organization
900 N. Michigan Avenue, Chicago, Illinois 60611-1575
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(Address of principal executive office)
Registrant's telephone number, including area code: (312) 915-1987
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WRIGHT-CARLYLE PARTNERS
Los Angeles, California
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. Carlyle Real Estate Limited
Partnership-IX (the "Partnership") was a partner in the Wright-Carlyle
Partners joint venture (the "Venture") with an unaffiliated venture
partner, Medical Office Buildings, Ltd. (the "Venture Partner"). The
venture owned a leasehold interest in an approximately 331,000 square foot
medical office building and related improvements in Los Angeles, California
known as the Cedars-Sinai Medical Office Building (the "Property"). In March
1997, the Partnership notified the Venture Partner that it had entered into
a binding purchase agreement (subject only to the venture partner's right
of first opportunity) with an unaffiliated third party to sell the
Property. This triggered a 30-day election period whereby the Venture
Partner had the right to exercise or waive its right of first opportunity.
Pursuant to the venture agreement, if the Venture Partner elected to
exercise its right of first opportunity, the Venture Partner would then
have 120 days after making such an election to close such sale. The
purchase price of the Partnership's interest would be such as would produce
for the Partnership the same consideration as the sale to the unaffiliated
third party. In April 1997, the Venture Partner informed the Partnership
that it was exercising its right of first opportunity to purchase the
Partnership's interest in the Venture. The Partnership and the
Venture Partner entered into a purchase agreement and, on May 15, 1997, the
Partnership sold its interest to the Venture Partner. At the time of sale,
the East Tower of the Property was approximately 95% occupied and the West
Tower was 93% occupied. The purchase price, after costs of sale and
prorations, of the interest was approximately $6,600,000. The Partnership
received approximately $6,436,000 in cash at closing. As a result of
this transaction, the Partnership expects to recognize a gain of
approximately $35,700,000 for financial reporting purposes and
approximately $37,700,000 for Federal income tax purposes in 1997.
The Partnership Agreement provides that the General Partners shall
receive a disposition fee plus an amount equal to 15% of the sale or
refinancing proceeds (net after expenses and related working capital) and
the Limited Partners shall receive 85%. However, the disposition fee and the
distributions to the General Partners are subject to the Limited Partner's
receipt of (i) an amount from sale or refinancing proceeds equal to the
Limited Partners' capital investment in the Partnership, and (ii) cumulative
cash distributions from net cash receipts (plus any cumulative distributions
of sale or refinancing proceeds in excess of the Limited Partners' capital
investment) equal to a 6% annual return on their average capital investment
(capital investment reduced by sale or refinancing proceeds previously
distributed) for each year beginning with the third fiscal quarter of 1980.
The Limited Partners have received cash distributions at least equal to their
investment plus a 6% annual return on such investment. Therefore, the
General Partners are expected to receive a disposition fee of approximately
$1,005,000 related to the sale and the remaining proceeds are expected to be
divided in the ratio discussed above.
The Partnership's interest in the Venture was its only remaining
investment and due to its sale, the Partnership intends to wind up its
affairs and liquidate by year end. The Partnership will distribute its
remaining cash after payment of expenses and liabilities. It is currently
expected that a final liquidating distribution in excess of $100 per
Limited Partnership Interest will be made in connection with the
liquidation and termination of the Partnership. However, this is an
estimate only and the final liquidating distribution to the Limited
Partners, which will depend on, among other things, amounts needed to pay
or provide for the Partnership's remaining expenses and liabilities, may
vary from such estimate.
ITEM 7. FINANCIAL STATEMENT AND EXHIBITS
(a) Financial Statements - Not Applicable.
(b) Pro Forma Financial Information
As a result of the sale of the Partnership's interest in
the Venture, there will be no further income, mortgage and other interest,
property operating expenses or amortization ofdeferred expenses or venture
partner's share of venture operations which for the Partnership's most recent
fiscal year (the year ended December 31, 1996) were approximately
$15,141,000, $8,365,000, $5,614,000, $271,000 and $446,000, respectively,
and for the three months ended March 31, 1997 were approximately $3,989,000,
$2,175,000, $1,584,000, $93,000 and $69,000, respectively. Such operating
results reflect the classification of the Property as held for sale or
disposition as of January 1, 1996 and therefore not subject to continued
depreciation as of such date. Additionally, there will be no further assets
and liabilities related to the Venture, which at March 31, 1997 consisted
of building and improvements held for sale or disposition of approximately
$18,011,000, venture partner's deficit in venture of approximately
$33,410,000, deferred expenses and other long-term assets of approximately
$1,800,000, cash and other current assets of approximately $1,847,000,
current portion of long-term debt of approximately $82,298,000, other
current liabilities of approximately $1,251,000, and tenant security
deposits of approximately $542,000. As discussed in item 2 above, the
Partnership's interest in the Venture was its only remaining investment and
due to its sale the Partnership intends to wind up its affairs and liquidate
by year end.
(c) Exhibits.
1. Purchase Agreement dated April 28, 1997 between Carlyle
Real Estate Limited Partnership - IX and Medical Office
Buildings Ltd. related to the sale of the Partnership's
interest in Wright-Carlyle Partners is hereby incorporated
herein by reference to the Partnership's Report for March
31, 1997 on Form 10-Q (File No. 0-9484) dated May 9, 1997.
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.
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - IX
BY: JMB Realty Corporation
(Corporate General Partner)
By: GAILEN J. HULL
Gailen J. Hull
Senior Vice President
Dated: May 28, 1997
