SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarter ended
September 30, 1997 Commission file number 0-9484
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - IX
(Exact name of registrant as specified in its charter)
Illinois 36-2875190
(State of organization) (I.R.S. Employer Identification No.)
900 N. Michigan Ave., Chicago, IL 60611
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code 312/915-1987
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 [ ]
<PAGE>
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION
Item 1. Financial Statements . . . . . . . . . . . . . . 3
Item 2. Management's Discussion and
Analysis of Financial Condition and
Results of Operations. . . . . . . . . . . . . . 12
PART II OTHER INFORMATION
Item 5. Other Information. . . . . . . . . . . . . . . . 13
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . 14
<PAGE>
<TABLE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - IX
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 1997 AND DECEMBER 31, 1996
(UNAUDITED)
ASSETS
------
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1997 1996
-------------- ------------
<S> <C> <C>
Current assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . $ 946,645 4,245,747
Interest, rents and other receivables . . . . . . . . . . . . . . . 2,992 177,103
Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . . . . . -- 34,840
------------ -----------
Total current assets. . . . . . . . . . . . . . . . . . . . . 949,637 4,457,690
------------ -----------
Investment property held for sale or disposition. . . . . . . . . . . -- 17,829,426
------------ -----------
Total investment property . . . . . . . . . . . . . . . . . . -- 17,829,426
Deferred expenses . . . . . . . . . . . . . . . . . . . . . . . . . . -- 1,698,705
Venture partner's deficit in venture. . . . . . . . . . . . . . . . . -- 33,479,266
Accrued rents receivable. . . . . . . . . . . . . . . . . . . . . . . -- 146,097
------------ -----------
$ 949,637 57,611,184
============ ===========
<PAGE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - IX
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
-----------------------------------------------------
SEPTEMBER 30, DECEMBER 31,
1997 1996
-------------- ------------
Current liabilities:
Current portion of long-term debt . . . . . . . . . . . . . . . . . $ -- 82,298,021
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . 2,684 546,678
Unearned rents. . . . . . . . . . . . . . . . . . . . . . . . . . . -- 122,058
Accrued interest. . . . . . . . . . . . . . . . . . . . . . . . . . -- 483,244
------------ -----------
Total current liabilities . . . . . . . . . . . . . . . . . . 2,684 83,450,001
Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . . -- 553,634
------------ -----------
Commitments and contingencies
Total liabilities . . . . . . . . . . . . . . . . . . . . . . 2,684 84,003,635
Partners' capital accounts (deficits):
General partners:
Capital contributions . . . . . . . . . . . . . . . . . . . . . . 1,000 1,000
Cumulative net earnings (losses). . . . . . . . . . . . . . . . . 2,095,225 (2,241,412)
Cumulative cash distributions . . . . . . . . . . . . . . . . . . (1,965,185) (897,441)
------------ -----------
131,040 (3,137,853)
------------ -----------
Limited partners:
Capital contributions, net of offering costs. . . . . . . . . . . 49,689,766 49,689,766
Cumulative net earnings (losses). . . . . . . . . . . . . . . . . 39,427,818 9,310,607
Cumulative cash distributions . . . . . . . . . . . . . . . . . . (88,301,671) (82,254,971)
------------ -----------
815,913 (23,254,598)
------------ -----------
Total partners' capital accounts (deficits) . . . . . . . . . 946,953 (26,392,451)
------------ -----------
$ 949,637 57,611,184
============ ===========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - IX
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
(UNAUDITED)
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
-------------------------- --------------------------
1997 1996 1997 1996
----------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
Income:
Rental income . . . . . . . . . . . . . . . . $ -- 3,998,644 5,327,408 11,948,651
Interest income . . . . . . . . . . . . . . . 70,779 53,700 206,069 155,019
----------- ---------- ---------- ----------
70,779 4,052,344 5,533,477 12,103,670
----------- ---------- ---------- ----------
Expenses:
Mortgage and other interest . . . . . . . . . -- 2,058,736 2,797,209 6,164,344
Property operating expenses . . . . . . . . . -- 1,561,948 2,222,595 4,635,819
Professional services . . . . . . . . . . . . -- 10,654 46,319 79,756
Amortization of deferred expenses . . . . . . -- 150,508 172,464 451,524
General and administrative. . . . . . . . . . 27,652 29,237 99,253 123,158
----------- ---------- ---------- ----------
43,127 3,811,083 5,337,840 11,454,601
----------- ---------- ---------- ----------
Operating earnings (loss) . . . . . . -- 241,261 195,637 649,069
Venture partner's share of
venture's operations. . . . . . . . . . . . . -- (125,329) (119,865) (381,311)
----------- ---------- ---------- ----------
Net operating earnings (loss) . . . . 43,127 115,932 75,772 267,758
Gain on sale of interest in investment
property. . . . . . . . . . . . . . . . . . . -- -- 34,021,395 --
----------- ---------- ---------- ----------
Net earnings (loss) before
extraordinary item. . . . . . . . . 43,127 115,932 34,097,167 267,758
Extraordinary item - gain on extinguishment of
debt, net of venture partner's share. . . . . -- -- 356,681 --
----------- ---------- ---------- ----------
Net earnings (loss) . . . . . . . . . $ 43,127 115,932 34,453,848 267,758
=========== ========== ========== ==========
<PAGE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - IX
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED STATEMENTS OF OPERATIONS - CONTINUED
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
-------------------------- --------------------------
1997 1996 1997 1996
----------- ---------- ----------- ----------
Net earnings (loss) per limited
partnership interests:
Net operating earnings (loss) . . . $ .75 2.02 1.32 4.67
Gain on sale of interest
in investment property. . . . . . -- -- 540.14 --
Extraordinary item, net . . . . . . -- -- 6.42 --
----------- ---------- ---------- ----------
$ .75 2.02 547.88 4.67
=========== ========== ========== ==========
Cash distributions per limited
partnership interest. . . . . . . . $ 110.00 -- 110.00 --
=========== ========== ========== ==========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - IX
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
(UNAUDITED)
<CAPTION>
1997 1996
------------ -----------
<S> <C> <C>
Cash flows from operating activities:
Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 34,453,848 267,758
Items not requiring (providing) cash or cash equivalents:
Amortization of deferred expenses . . . . . . . . . . . . . . . . . . . 172,464 451,524
Venture partner's share of venture's operations
and extraordinary item . . . . . . . . . . . . . . . . . . . . . . . 476,547 381,311
Gain on sale of interest in investment property . . . . . . . . . . . . (34,021,395) --
Extraordinary item. . . . . . . . . . . . . . . . . . . . . . . . . . . (713,363) --
Changes in:
Interest, rents and other receivables . . . . . . . . . . . . . . . . . (43,913) (189,157)
Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . 36,247 1,020
Accrued rents receivable. . . . . . . . . . . . . . . . . . . . . . . . -- (8,596)
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . (659,848) (17,093)
Accrued interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . (483,244) 38,808
Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . . . (553,634) 97,248
------------ -----------
Net cash provided by (used in) operating activities . . . . . . (1,336,291) 1,022,823
------------ -----------
Cash flows from investing activities:
Additions to investment property. . . . . . . . . . . . . . . . . . . . . (272,184) (304,598)
Cash proceeds from sale of interest in investment property. . . . . . . . 5,565,023 --
Payment of deferred expenses. . . . . . . . . . . . . . . . . . . . . . . (72,470) (293,898)
------------ -----------
Net cash provided by (used in) investing activities . . . . . . 5,220,369 (598,496)
------------ -----------
<PAGE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - IX
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
1997 1996
------------ -----------
Cash flows from financing activities:
Principal payments on long-term debt. . . . . . . . . . . . . . . . . . . (68,736) (372,181)
Distributions to limited partners . . . . . . . . . . . . . . . . . . . . (6,046,700) --
Distributions to general partners . . . . . . . . . . . . . . . . . . . . (1,067,744) --
------------ -----------
Net cash provided by (used in) financing activities . . . . . . (7,183,180) (372,181)
------------ -----------
Net increase (decrease) in cash and cash equivalents. . . . . . (3,299,102) 52,146
Cash and cash equivalents, beginning of year. . . . . . . . . . 4,245,747 4,313,536
------------ -----------
Cash and cash equivalents, end of period. . . . . . . . . . . . $ 946,645 4,365,682
============ ===========
Supplemental disclosure of cash flow information:
Cash paid for mortgage and other interest . . . . . . . . . . . . . . . . $ 3,280,453 6,125,536
============ ===========
Non-cash investing and financing activities:
Sale of interest in investment property:
Gain on sale of interest in investment property . . . . . . . . . . . $ 34,378,076 --
Basis in investment property. . . . . . . . . . . . . . . . . . . . . (28,813,053) --
------------ -----------
Cash proceeds from sale of interest in investment property. . . . $ 5,565,023 --
============ ===========
Net liabilities and venture partner's deficit in venture
written off at sale of interest in investment property. . . . . . . . . $ 33,359,401 --
============ ===========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - IX
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1997 AND 1996
(UNAUDITED)
GENERAL
Readers of this quarterly report should refer to the Partnership's
audited financial statements for the year ended December 31, 1996 which are
included in the Partnership's 1996 Annual Report, as certain footnote
disclosures which would substantially duplicate those contained in such
audited financial statements have been omitted from this report.
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 at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
The Partnership adopted Statement of Financial Accounting Standards
No. 121 "Accounting for the Impairment of Long-Lived Assets and for Long-
Lived Assets to be Disposed of" ("SFAS 121") as required in the first
quarter of 1996. The Partnership's policy is to consider a property to be
held for sale or disposition when the Partnership has committed to a plan
to sell such property and active marketing activity has commenced or is
expected to commence in the near term. In accordance with SFAS 121, any
properties identified as "held for sale or disposition" are no longer
depreciated. As of January 1, 1996, the Partnership had committed to a
plan to sell the Cedars-Sinai Medical Office Complex investment property.
Accordingly, this property was classified as held for sale or disposition
in the accompanying consolidated financial statements until the Partnership
sold its interest therein in May 1997. The results of operations, net of
venture partners' share, for such property was $51,613 and $381,311,
respectively, for the nine months ended September 30, 1997 and 1996.
During the second quarter of 1997, Statements of Financial Accounting
Standards No. 128 ("Earnings per Share") and No. 129 ("Disclosure of
Information about Capital Structure") were issued. As the Partnership's
capital structure only has general and limited partnership interests, the
Partnership does not expect any significant impact on its consolidated
financial statements upon adoption of these standards when required at the
end of 1997.
The Partnership Agreement generally provides that notwithstanding any
allocation contained in the Agreement, if at any time profits 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 allocation of profits to the
General Partners shall be increased 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 provision is to allow the
deferral of the recognition of taxable gain to the Limited Partners.
During 1997, such provisions resulted in additional profits allocated to
the General Partners for financial reporting and Federal income tax
purposes. Such special allocations did not have an effect on total assets,
total partners' capital or net earnings.
<PAGE>
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, in certain instances, the Partnership has been, and
will be, required under applicable law to remit directly to the taxing
authorities amounts representing withholding from distributions paid to
partners. Due to this, approximately $320,000 representing such
withholding was remitted to the State of California on behalf of the
Limited Partners related to the distribution of sales proceeds in August,
1997.
TRANSACTIONS WITH AFFILIATES
As a result of the sale of the Partnership's interest in the Cedars-
Sinai Medical Office Complex, as described below, the General Partners
earned a disposition fee of $1,005,248, which was paid in August, 1997.
Additionally, in August 1997, the General Partners received a distribution
of sales proceeds of approximately $1,068,000.
There were no other fees, commissions and other expenses required to
be paid by the Partnership to the General Partners and their affiliates as
of September 30, 1997 and for the nine months ended September 30, 1997 and
1996.
CEDARS-SINAI MEDICAL OFFICE COMPLEX
In December 1995, the venture obtained a non-binding letter of intent
to sell the Cedars-Sinai office building to an unaffiliated prospective
buyer. The agreement was subject to certain conditions including the
waiver by the Partnership's unaffiliated venture partner of its right of
first opportunity to acquire the Partnership's interest in the Cedars-Sinai
office building (per the venture agreement of Wright-Carlyle Partners
("Wright-Carlyle")) for a purchase price of the Partnership's interest that
would be such as would produce for the Partnership the same consideration
as the sale to the unaffiliated third party. In January, 1996, the
Partnership gave notice to its venture partner of the letter of intent and
in February, 1996 the venture partner gave notice to the Partnership by
which it purported to exercise its right of first opportunity subject to
certain terms and conditions. The Partnership and the venture partner
became engaged in a dispute concerning the venture partner's right to
attach conditions to the exercise of such right and during such dispute,
the unaffiliated third party determined that it was no longer interested in
purchasing the property. The Partnership had therefore expanded the
marketing effort to other prospective purchasers.
In November 1996, Wright-Carlyle obtained a non-binding letter of
intent to sell the property to a different unaffiliated third party.
Though the Partnership gave notice to its venture partner relative to its
right of first opportunity at that time, the subsequent nature of the
negotiations with the prospective third-party buyer and the ongoing
disputes with the venture partner concerning the mechanics of giving such
notice led the Partnership to determine that it would give a further 30-day
election period to the venture partner. The Partnership delivered such
notice on March 20, 1997, after entering into a binding purchase agreement
(subject only to the venture partner's right of first opportunity) with
such 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 Wright-Carlyle. 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. The purchase
price, after costs of sale and prorations, of the interest was
approximately $5,433,000 (including the disposition fee earned by the
General Partners of $1,005,248). In conjunction with the purchase of the
Partnership's interest in Wright-Carlyle, the venture negotiated at closing
of the purchase, a payoff of the underlying mortgage loan with a prepayment
<PAGE>
credit of $713,363 of which the Partnership's share is $356,681. The
Partnership received approximately $6,654,000 in cash at closing after
payoff of the mortgage and land option discussed below. A portion of the
proceeds was used to pay the General Partner's disposition fee discussed
above. As a result of this transaction, the Partnership recognized a gain
of approximately $34,000,000 and extraordinary gain on extinguishment of
debt of approximately $350,000 for financial reporting purposes and expects
to recognize a gain of approximately $36,400,000 for Federal income tax
purposes in 1997.
In January 1996, Wright-Carlyle obtained a short-term extension of the
mortgage loan's maturity, from January 14, 1996, to September 30, 1996.
The interest rate of the extended loan was adjusted from 9.11% to 10% per
annum and the monthly payments of approximately $725,000 were based on a
360 month amortization with the remaining principal balance due at
maturity. Subsequently, Wright-Carlyle reached an agreement to further
extend the loan to September 1997, with monthly payments of interest only
of approximately $725,000 at an interest rate of 10.569% per annum. Under
the terms of the loan extension agreement, Wright-Carlyle was required to
submit a list of all operating and capital expenditures to the Lender for
approval. Any operating expenses, lease commissions, tenant improvements
and other leasing costs on the submitted list were deemed approved upon the
Lender's receipt of the list. Certain capital expenditures over $100,000
required the lender's written approval. Under the loan extension
agreement, Wright-Carlyle was also required to remit any net operating
income (as defined) on a quarterly basis which would be applied against the
outstanding principal balance of the loan. As of the date of the
retirement of the debt, no such amounts were required to be remitted to the
lender. Additionally, Wright-Carlyle and the lender entered into an option
agreement providing the venture the option to purchase the lender's
ownership interest in the land underlying the development, subject to
certain conditions. The option agreement was scheduled to expire in
October 1997; however, it was exercised by Wright-Carlyle upon sale of the
Partnership's Interest in Wright-Carlyle, as discussed above.
In connection with the sale of this partnership interest, as is
customary in such transactions, the Partnership agreed to certain
representations and warranties, with a stipulated survival period which
expires December 1, 1997. Although it is not expected, the Partnership may
ultimately have some liability under such representations and warranties.
Thereafter, since the Partnership has no further investment properties, the
Partnership expects to proceed to terminate its affairs.
ADJUSTMENTS
In the opinion of the Corporate General Partner, all adjustments
(consisting solely of normal recurring adjustments) necessary for a fair
presentation have been made to the accompanying figures as of September 30,
1997 and for the three and nine months ended September 30, 1997 and 1996,
assuming that the Partnership continues as a going concern.
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Reference is made to the notes to the accompanying financial
statements for additional information concerning the 1997 sale of the
Partnership's last remaining property investment.
During 1996 some of the Limited Partners in the Partnership received
from unaffiliated third parties unsolicited tender offers to purchase up to
4.7% of the Interests in the Partnership at amounts ranging from $50 to $70
per Interest. The Partnership recommended against acceptance of these
offers on the basis that, among other things, the offer price was
inadequate. Such offers have expired. The board of directors of JMB
Realty Corporation ("JMB") the corporate general partner of the
Partnership, has established a special committee (the "Special Committee")
consisting of certain directors of JMB to deal with all matters relating to
tender offers for Interests in the Partnership, including any and all
responses to such tender offers. The Special Committee has retained
independent counsel to advise it in connection with any potential tender
offers for Interests and has retained Lehman Brothers Inc. as financial
advisor to assist the Special Committee in evaluating and responding to any
additional potential tender offers for Interests.
In March 1997 some of the Limited Partners received an unsolicited
tender offer to purchase up to 2.3% of the Interests at $110 per interest.
The Special Committee advised the Limited Partners to accept this offer.
The offer expired March 11. As of the date of this report, the Partnership
is aware that 2.17% of the Interests have been purchased by such
unaffiliated third parties either pursuant to such tender offers or through
negotiated purchases.
As the Partnership is currently winding up its affairs and expects to
make a final liquidating distribution in December 1997, it is unlikely that
any further tender offers will be made for interests.
At September 30, 1997, the Partnership had cash and cash equivalents
of approximately $947,000. In August 1997, the Partnership made a
distribution of cash generated from sales to the Limited Partners of
approximately $6,050,000 ($110 per Interest) and approximately $1,068,000
to the General Partners. Additionally, the Partnership paid the
disposition fee related to the sale of the Partnership's interest in the
Cedars-Sinai Medical Office Complex of $1,005,248 to the General Partners
in August 1997. The remaining cash is being held to pay for the
Partnership's remaining expenses and liabilities with any remaining
expected to be distributed to the Limited Partners and General Partners
upon liquidation of the Partnership.
The affairs of the Partnership are expected to be wound up no later
than the end of 1997, barring unforeseen economic developments.
RESULTS OF OPERATIONS
Significant variances between periods reflected in the accompanying
consolidated financial statements are the result of the sale of the
Partnership's interest in the Cedars-Sinai Medical Office Complex in May
1997.
<PAGE>
<TABLE>
PART II. OTHER INFORMATION
ITEM 5. OTHER INFORMATION
OCCUPANCY
The following is a listing of approximate occupancy levels by quarter for the Partnership's remaining
investment property:
<CAPTION>
1996 1997
------------------------------------- ------------------------------
At At At At At At At At
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>
Cedars-Sinai Medical
Office Complex
Los Angeles, California
East Tower. . . . . . . . 95% 96% 96% 96% 96% N/A N/A
West Tower. . . . . . . . 91% 93% 92% 92% 93% N/A N/A
<FN>
- ----------
An "N/A" indicates that the property was not owned by the Partnership at the end of the quarter.
</TABLE>
<PAGE>
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
3-A. The Prospectus of the Partnership dated August 17,
1979, as supplemented on October 17, 1979, December 10, 1979 December 28,
1979, January 28, 1980 and February 27, 1980, filed with the Commission
pursuant to Rules 424(b), is incorporated herein by reference. Certain
pages of the Prospectus are hereby incorporated herein by reference to
Exhibit 3-A of the Partnership's Report for December 31, 1992 on Form 10-K
(File No. 0-9484) dated March 19, 1993.
3-B. Amended and Restated Agreement of Limited Partnership
set forth as Exhibit A to the Prospectus, incorporated herein by reference
to the Partnership's Registration Statement on Form S-11 (File No. 2-63958)
dated August 17, 1979.
3-C. Acknowledgement of rights and duties of the General
Partners of the Partnership between ABPP Associates, L.P. (a Successor
Associated General Partner of the Partnership) and JMB Realty Corporation
as of December 31, 1995 is hereby incorporated herein by reference to the
Partnership's Report for September 30, 1996 on Form 10-Q/A (File No. 0-
9484) dated November 25, 1996.
4-A. Modification documents relating to the long-term
mortgage note secured by the Cedars-Sinai Medical Office Complex located in
Los Angeles, California are incorporated herein by reference to the
Partnership's Report on Form 8-K (File No. 0-9484) dated January 15, 1991.
4-B. Extension agreement relating to the long-term mortgage
note secured by the Cedars-Sinai Medical Office Complex located in Los
Angeles, California is hereby incorporated herein by reference to the
Partnership's Report for December 31, 1995 on Form 10-K (File No. 0-9484)
dated March 25, 1996.
4-C. Documents relating to the extension of the long-term
mortgage note secured by the Cedars-Sinai Medical Office Complex located in
Los Angeles, California are hereby incorporated herein by reference to the
Partnership's Report for December 31, 1996 on Form 10-K (File No. 0-9484)
dated March 21, 1997.
10-A. Acquisition documents relating to the purchase by the
Partnership of an interest in Cedars-Sinai Medical Office Complex located
in Los Angeles, California are incorporated herein by reference to the
Partnership's Registration Statement on Post-Effective Amendment No. 2 to
the Partnership's Prospectus on Form S-11 (File No. 2-63958) dated August
17, 1979.
10-B. Third Amendment to the ground lease between Prudential
Insurance Company of America and Wright-Carlyle Partners is hereby
incorporated herein by reference to the Partnership's Report for December
31, 1996 on Form 10-K (File No. 0-9484) dated March 21, 1997.
<PAGE>
10-C. Option Agreement between Prudential Insurance Company
of America and Wright-Carlyle Partners is hereby incorporated herein by
reference to the Partnership's Report for December 31, 1996 on Form 10-K
(File No. 0-9484) dated March 21, 1997.
10-D. Purchase agreement 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.
27. Financial Data Schedule
(b) No reports on Form 8-K have been filed during the last quarter
of the period covered by this report.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company 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
Date: November 12, 1997
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following person in the capacity
and on the date indicated.
GAILEN J. HULL
Gailen J. Hull, Principal Accounting Officer
Date: November 12, 1997
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
REGISTRANT'S FORM 10-Q FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
INCLUDED IN SUCH REPORT.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> SEP-30-1997
<CASH> 946,645
<SECURITIES> 0
<RECEIVABLES> 2,992
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 949,637
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 949,637
<CURRENT-LIABILITIES> 2,684
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 946,953
<TOTAL-LIABILITY-AND-EQUITY> 949,637
<SALES> 5,327,408
<TOTAL-REVENUES> 5,533,477
<CGS> 0
<TOTAL-COSTS> 2,395,059
<OTHER-EXPENSES> 145,572
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,797,209
<INCOME-PRETAX> 195,637
<INCOME-TAX> 0
<INCOME-CONTINUING> 75,772
<DISCONTINUED> 34,021,395
<EXTRAORDINARY> 356,681
<CHANGES> 0
<NET-INCOME> 34,453,848
<EPS-PRIMARY> 547.88
<EPS-DILUTED> 547.88
</TABLE>
