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, 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, 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
<PAGE>
TABLE OF CONTENTS
Page
----
PART I
Item 1. Business . . . . . . . . . . . . . . . . . . 1
Item 2. Properties . . . . . . . . . . . . . . . . . 6
Item 3. Legal Proceedings. . . . . . . . . . . . . . 7
Item 4. Submission of Matters to a Vote
of Security Holders. . . . . . . . . . . . . 7
PART II
Item 5. Market for the Partnership's Limited
Partnership Interests and Related
Security Holder Matters. . . . . . . . . . . 7
Item 6. Selected Financial Data. . . . . . . . . . . 8
Item 7. Management's Discussion and Analysis
of Financial Condition and Results
of Operations. . . . . . . . . . . . . . . . 10
Item 7A. Quantitative and Qualitative
Disclosures About Market Risk. . . . . . . . 11
Item 8. Financial Statements and
Supplementary Data . . . . . . . . . . . . . 12
Item 9. Changes in and Disagreements with
Accountants on Accounting and
Financial Disclosure . . . . . . . . . . . . 29
PART III
Item 10. Directors and Executive Officers
of the Partnership . . . . . . . . . . . . . 29
Item 11. Executive Compensation . . . . . . . . . . . 32
Item 12. Security Ownership of Certain
Beneficial Owners and Management . . . . . . 33
Item 13. Certain Relationships and
Related Transactions . . . . . . . . . . . . 34
PART IV
Item 14. Exhibits, Financial Statement Schedules,
and Reports on Form 8-K. . . . . . . . . . . 34
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . 36
i
<PAGE>
PART I
ITEM 1. BUSINESS
Unless otherwise indicated, all references herein to "Notes" are to
Notes to Consolidated Financial Statements contained in this report.
Capitalized terms used herein, but not defined, have the same meanings as
used in the Notes.
The registrant, Carlyle Real Estate Limited Partnership-IX (the
"Partnership") was a limited partnership formed in mid-1976 and governed by
the Revised Uniform Limited Partnership Act of the State of Illinois to
invest in improved income-producing commercial and residential real
property. A total of 55,000 Limited Partnership Interests (the
"Interests") were sold to the Public at $1,000 per Interest pursuant to a
public offering. The offering closed February 29, 1980. No Limited
Partner made any additional capital contribution after such date. The
Limited Partners of the Partnership shared in their portion of the benefits
of ownership of the Partnership's real property investments according to
the number of Interests held.
The Partnership was engaged solely in the business of the acquisition,
operation and sale and disposition of equity real estate investments. Such
equity investments were held by fee title, leasehold estates and/or through
joint venture partnership interests. As of December 31, 1997, all of the
Partnership's investments in real estate have been sold or disposed. The
Partnership's investments were located throughout the nation and it had no
investments located outside of the United States. A presentation of
information about industry segments, geographic regions, raw materials, or
seasonality was not applicable and would not have been material to an
understanding of the Partnership's business taken as a whole. The
Partnership was self-liquidating in nature. At sale of a particular
property, the net proceeds, if any, were generally distributed or
reinvested in existing properties rather than invested in acquiring
additional properties. The Partnership made a final liquidating
distribution of $842,140 to the Limited Partners and $143,062 to the
General Partners and terminated its operations and dissolved effective
December 31, 1997. Reference is made to Item 7.
The Partnership made the real property investments set forth in the
following table:
<PAGE>
<TABLE>
<CAPTION>
NAME, TYPE OF PROPERTY DATE OF SALE OR
AND LOCATION SIZE PURCHASE DISPOSITION DATE TYPE OF OWNERSHIP
- ---------------------- ---------- -------- ---------------------- ----------------------------
<S> <C> <C> <C> <C>
1. Summit Creek
Apartments
DeKalb County,
Georgia . . . . . . 360 units 5-24-79 8-6-82 fee ownership of land and
improvements (through joint
venture partnership)
2. Fox Fire
Apartments
Houston, Texas. . . 260 units 5-9-79 3-21-91 fee ownership of land and
improvements (through joint
venture partnership)
3. Windscape
Apartments
Dallas, Texas . . . 212 units 6-29-79 10-1-89 fee ownership of land and
improvements (through joint
venture partnership)
4. Beaver Mall
Beaver Dam,
Wisconsin . . . . . 252,000 7-20-79 4-29-91 fee ownership of land and
sq.ft. improvements (through joint
g.l.a. venture partnership)
5. Woodtrails
Apartments
San Antonio,
Texas . . . . . . . 324 units 8-10-79 4-8-91 fee ownership of land and
improvements (through joint
venture partnership)
6. Cedars-Sinai
Medical Office
Complex
Los Angeles,
California. . . . . 331,000 12-27-79 5-15-97 fee ownership of im-
sq.ft. provements and ground
n.r.a. leasehold interest
in land (through joint
venture partnership)
(a)(b)(c)
<PAGE>
NAME, TYPE OF PROPERTY DATE OF SALE OR
AND LOCATION SIZE PURCHASE DISPOSITION DATE TYPE OF OWNERSHIP
- ---------------------- ---------- -------- ---------------------- ---------------------
7. White Marsh Mall
-Phase II
Baltimore County,
Maryland. . . . . . 100,000 12-26-79 1-31-93 fee ownership of land and
sq.ft. improvements (through joint
g.l.a. venture partnership)
8. Garden Place
Apartments
Mesa, Arizona . . . 286 units 12-12-79 7-31-91 fee ownership of land and
improvements (through joint
venture partnership)
9. Gateway Centre
Office Building
Dallas, Texas . . . 196,000 12-10-79 12-26-86 fee ownership of land and
sq.ft. improvements (through joint
n.r.a. venture partnership)
10. Sails Apartments
Harris County,
Texas. . . . . . . 324 units 10-18-79 11-26-84 fee ownership of land and
improvements (through joint
venture partnership)
11. Summit Ridge
Apartments
Charlotte,
North Carolina . . 240 units 10-17-79 5-30-86 fee ownership of land and
improvements
12. Cinnamon Ridge
Apartments
Atlanta, Georgia . 200 units 12-28-79 12-19-91 fee ownership of land and
improvements
13. Frontier Mall
Cheyenne, Wyoming. 232,000 12-16-80 10-31-93 fee ownership of land and
sq.ft. improvements (through joint
g.l.a. venture partnership)
14. Louisville
Apartments
Houston, Texas . . 365 units 2-28-80 1-26-90 fee ownership of land and
improvements
<PAGE>
NAME, TYPE OF PROPERTY DATE OF SALE OR
AND LOCATION SIZE PURCHASE DISPOSITION DATE TYPE OF OWNERSHIP
- ---------------------- ---------- -------- ---------------------- ---------------------
15. Aspen Creek
Office Building
Casper, Wyoming. . 78,000 7-10-80 10-12-90 fee ownership of land and
sq.ft. improvements
g.l.a.
16. Becker Village
Mall
Roanoke Rapids,
North Carolina . . 300,000 8-22-80 6-19-87 fee ownership of improvements
sq.ft. and ground leasehold interest
g.l.a. in land (through joint venture
partnership)
17. Woods at Lake
Forest Apartments
Charlotte,
North Carolina . . 88 units 9-30-80 7-11-86 fee ownership of land and
improvements
18. Berkshire Place
Apartments
Charlotte,
North Carolina . . 240 units 12-30-80 9-21-90 fee ownership of land and
improvements (through joint
venture partnership)
<PAGE>
<FN>
- ---------------
(a) Reference is made to the Notes for a description of the joint
venture partnership through which the Partnership had made this real
property investment.
(b) Reference is made to the Notes for a description of the
leasehold interest, under a ground lease, in the land on which this real
property investment is situated.
(c) The Partnership's interest in this property has been sold.
Reference is made to the Notes for a description of the sale of the
Partnership's interest in this real property investment.
</TABLE>
The Partnership's real property investment was subject to competition
from similar types of properties in the vicinity in which it is located.
Such competition was for new tenants as well as for the retention of
existing tenants. Approximate occupancy levels for the property owned in
1997 are set forth in the table in Item 2 below to which reference is made.
The Partnership maintained the suitability and competitiveness of its
property in its market primarily on the basis of effective rents, tenant
allowances and service provided to tenants.
On May 15, 1997, the Partnership sold its interest in the Wright-
Carlyle joint venture to the venture partner. Reference is made to the
Notes for a further description of such event.
The Partnership has no employees.
The terms of transactions between the Partnership, the General
Partners and their affiliates are set forth below in Item 11 to which
reference is made for a description of such terms and transactions.
<PAGE>
<TABLE>
ITEM 2. PROPERTIES
The Partnership owned, through a joint venture partnership, the property referred to under Item 1 above to
which reference is made for a description of said property.
The following is a listing of principal business or occupations carried on in and approximate occupancy
levels by quarter during fiscal years 1996 and 1997 for the Partnership's remaining investment property owned
during 1997:
<CAPTION>
1996 1997
------------------------- -------------------------
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>
1. Cedars-Sinai Medical
Office Complex
Los Angeles, California
East Tower . . . . . . Medical 95% 96% 96% 96% 96% N/A N/A N/A
West Tower . . . . . . Medical 91% 93% 92% 92% 93% N/A 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>
ITEM 3. LEGAL PROCEEDINGS
At the time of liquidation, the Partnership was not subject to any
pending material legal proceedings.
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 1997 and 1996.
PART II
ITEM 5. MARKET FOR THE PARTNERSHIP'S LIMITED PARTNERSHIP INTERESTS
AND RELATED SECURITY HOLDER MATTERS
Immediately prior to the dissolution of the Partnership, there were
5,408 record holders of Interests of the Partnership. On December 31,
1997, the Partnership made a liquidating distribution to its Limited and
General Partners and subsequently terminated its operations and dissolved
effective December 31, 1997. There had been no public market for Interests
and it had not been anticipated that a public market for Interests would
develop. Upon request, the Corporate General Partner provided information
relating to a prospective transfer of Interests to an investor desiring to
transfer his Interests. The price paid for the Interests, as well as any
other economic aspects of the transaction, was subject to negotiation by
the Investor.
Reference is made to Item 6 below for a discussion of cash distri-
butions made to the Limited Partners.
Reference is made to Item 7 for a discussion of unsolicited tender
offers received from unaffiliated third parties.
<PAGE>
<TABLE>
ITEM 6. SELECTED FINANCIAL DATA
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - IX
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
YEAR ENDED DECEMBER 31, 1997 (IMMEDIATELY PRIOR TO FINAL LIQUIDATING DISTRIBUTION),
AND YEARS ENDED DECEMBER 31, 1996, 1995, 1994 AND 1993
(NOT COVERED BY INDEPENDENT AUDITORS' REPORT)
<CAPTION>
1997 1996 1995 1994 1993
------------ ------------ ----------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Total income. . . . . . . $ 5,703,458 15,260,985 15,358,766 15,051,049 16,299,948
============ ============ =========== ============ ============
Earnings (loss) before
gain on sale or
disposition of
investment property
and extraordinary
item . . . . . . . . . . $ (36,217) 281,326 101,705 95,442 796,800
Gain on sale or dis-
position of investment
properties, net of
venture partners' share. 34,171,633 -- -- -- 9,556,048
Earnings (loss) before
extraordinary item . . . 34,135,416 -- -- -- --
Extraordinary item,
net. . . . . . . . . . . 356,681 -- -- -- --
------------ ------------ ----------- ------------ ------------
Net earnings (loss) . . . $ 34,492,097 281,326 101,705 95,442 10,352,848
============ ============ =========== ============ ============
<PAGE>
1997 1996 1995 1994 1993
------------ ------------ ----------- ------------ ------------
Net earnings (loss)
per Interest (b):
Earnings (loss)
before gain on
sale or disposi-
tion of invest-
ment property and
extraordinary item. . $ (.63) 4.91 1.78 1.67 13.91
Gain on sale or
disposition of
investment
properties, net
of venture
partners' share . . . 542.57 -- -- -- 171.99
Extraordinary
item, net . . . . . . 6.42 -- -- -- --
------------ ------------ ----------- ------------ ------------
$ 548.36 4.91 1.78 1.67 185.90
============ ============ =========== ============ ============
Total assets. . . . . . . $ 985,202 57,611,184 57,579,352 58,606,658 66,722,753
Long-term debt. . . . . . $ -- -- -- 82,670,202 83,483,761
Cash distributions per
Interest (c)(d). . . . . $ 110.00 -- -- 95.00 225.00
============ ============ =========== ============ ============
<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.
(c) Cash distributions from the Partnership are generally not equal to Partnership 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 (or loss) of the Partnership, without regard to the
cash generated or distributed by the Partnership. Accordingly, cash distributions to the Limited Partners from
the inception of the Partnership through December 31, 1997 have not resulted in taxable income to such Limited
Partners and have therefore represented a return of capital.
(d) This amount does not include the final liquidating cash distribution of $842,140 ($15.32 per Interest) to
the Limited Partners and $143,062 to the General Partners paid by the Partnership on December 31, 1997.
</TABLE>
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
As a result of the public offering of Interests as described in
Item 1, the Partnership had approximately $49,700,000 (after deducting
selling expenses and other offering costs) with which to make investments
in income-producing commercial and residential real property, to pay legal
fees and other costs (including acquisition fees) related to such
investments and for working capital. A portion of such proceeds was
utilized to acquire the properties described in Item 1 above.
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. 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, 1997. As of
the date of this report, the Partnership is aware that 2.17% of the
Interests have been purchased by unaffiliated third parties either pursuant
to such tender offers or through negotiated purchases. The board of
directors of JMB Realty Corporation ("JMB") the corporate general partner
of the Partnership, had 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 retained
independent counsel to advise it in connection with any potential tender
offers for Interests and had retained Lehman Brothers Inc. as financial
advisor to assist the Special Committee in evaluating and responding to
potential tender offers for Interests.
CEDARS-SINAI MEDICAL OFFICE COMPLEX
On May 15, 1997, the Partnership sold its interest in the Wright-
Carlyle joint venture to its venture partner. Reference is made to the
Notes for a further description of such event.
GENERAL
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.
On December 31, 1997, the Partnership made a final liquidating
distribution of $842,140 ($15.32 per Interest) to the Limited Partners and
$143,062 to the General Partners.
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.
The increase in mortgage and other interest expense for the year ended
December 31, 1996 as compared to December 31, 1995 is primarily due to the
increased interest rates on the short-term extension related to the Cedars-
Sinai mortgage loan as discussed more fully in the Notes.
<PAGE>
The decrease in depreciation and venture partner's share of venture's
operations for the year ended December 31, 1996 as compared to the year
ended December 31, 1995 is primarily due to the Cedars-Sinai investment
property being classified as assets held for sale or disposition as of
January 1, 1996, and therefore not subject to continued depreciation. The
decrease in venture partner's share of operations is partially offset by
the increase in mortgage and other interest expense as discussed above.
The increase in professional services for the year ended December 31,
1996 as compared to December 31, 1995 is primarily due to an increase in
legal fees related to the dispute between the Partnership and its venture
partner regarding the venture partner's right of first opportunity to
purchase the Partnership's interest in the Cedars-Sinai investment property
as discussed in the Notes.
The decrease in amortization of deferred expenses for the year ended
December 31, 1996 as compared to December 31, 1995 is primarily due to a
portion of the deferred expenses being fully amortized in 1995.
The increase in general and administrative expense for the year ended
December 31, 1997 as compared to December 31, 1996 and 1995 is primarily
due to an increase in certain costs due to the winding up of the
Partnership. Additionally, the increase for the year ended December 31,
1997 and 1996 as compared to December 31, 1995 is also due to the use of
independent third parties to perform certain administrative services for
the Partnership.
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.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - IX
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
INDEX
Independent Auditors' Report
Consolidated Balance Sheets, December 31, 1997
(Immediately prior to final liquidating distribution)
and December 31, 1996
Consolidated Statements of Operations, year ended
December 31, 1997 (Immediately prior to final liquidating distribution),
and years ended December 31, 1996 and 1995
Consolidated Statements of Partners' Capital Accounts (Deficits),
year ended December 31, 1997 (Immediately prior to final liquidating
distribution), and years ended December 31, 1996 and 1995
Consolidated Statements of Cash Flows, year ended December 31,
1997 (Immediately prior to final liquidating distribution), and
years ended December 31, 1996 and 1995
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.
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Partners
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - IX:
We have audited the consolidated financial statements of Carlyle Real
Estate Limited Partnership-IX (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
Carlyle Real Estate Limited Partnership-IX and consolidated venture at
December 31, 1997 (immediately prior to final liquidating distribution) and
1996, and the results of their operations and their cash flows for each of
the years in the three-year period ended December 31, 1997 (immediately
prior to final liquidating distribution), in conformity with generally
accepted accounting principles.
As discussed in the Notes to the consolidated financial statements, in
1996, the Partnership and its consolidated venture changed their method of
accounting for long-lived assets and long-lived assets to be disposed of to
conform with Statement of Financial Accounting Standard No. 121.
KPMG PEAT MARWICK LLP
Chicago, Illinois
March 20, 1998
<PAGE>
<TABLE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - IX
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1997 (IMMEDIATELY PRIOR TO FINAL LIQUIDATING DISTRIBUTION)
AND DECEMBER 31, 1996
ASSETS
------
<CAPTION>
1997 1996
------------ -----------
<S> <C> <C>
Current assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . $ 985,202 4,245,747
Interest, rents and other receivables . . . . . . . . . . . . . . . -- 177,103
Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . . . . . -- 34,840
------------ -----------
Total current assets. . . . . . . . . . . . . . . . . . . . 985,202 4,457,690
------------ -----------
Property held for sale or disposition . . . . . . . . . . . . . . . -- 17,829,426
------------ -----------
Deferred expenses . . . . . . . . . . . . . . . . . . . . . . . . . . -- 1,698,705
Venture partner's deficit in venture. . . . . . . . . . . . . . . . . -- 33,479,266
Accrued rents receivable. . . . . . . . . . . . . . . . . . . . . . . -- 146,097
------------ -----------
$ 985,202 57,611,184
============ ===========
<PAGE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - IX
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED BALANCE SHEETS - CONTINUED
LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
-----------------------------------------------------
1997 1996
------------ -----------
Current liabilities:
Current portion of long-term debt . . . . . . . . . . . . . . . . . $ -- 82,298,021
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . -- 546,678
Unearned rents. . . . . . . . . . . . . . . . . . . . . . . . . . . -- 122,058
Accrued interest. . . . . . . . . . . . . . . . . . . . . . . . . . -- 483,244
------------ -----------
Total current liabilities . . . . . . . . . . . . . . . . . -- 83,450,001
Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . . -- 553,634
------------ -----------
Commitments and contingencies
Total liabilities . . . . . . . . . . . . . . . . . . . . . -- 84,003,635
Partners' capital accounts (deficits):
General partners:
Capital contributions. . . . . . . . . . . . . . . . . . . . . . 1,000 1,000
Cumulative net losses. . . . . . . . . . . . . . . . . . . . . . 2,107,247 (2,241,412)
Cumulative cash distributions. . . . . . . . . . . . . . . . . . (1,965,185) (897,441)
------------ -----------
143,062 (3,137,853)
------------ -----------
Limited partners:
Capital contributions, net of offering costs . . . . . . . . . . 49,689,766 49,689,766
Cumulative net earnings. . . . . . . . . . . . . . . . . . . . . 39,454,045 9,310,607
Cumulative cash distributions. . . . . . . . . . . . . . . . . . (88,301,671) (82,254,971)
------------ -----------
842,140 (23,254,598)
------------ -----------
Total partners' capital accounts (deficits) . . . . . . . . 985,202 (26,392,451)
------------ -----------
$ 985,202 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
YEAR ENDED DECEMBER 31, 1997 (IMMEDIATELY PRIOR TO FINAL LIQUIDATING DISTRIBUTION),
AND YEARS ENDED DECEMBER 31, 1996 AND 1995
<CAPTION>
1997 1996 1995
------------ ------------ ------------
<S> <C> <C> <C>
Income:
Rental income . . . . . . . . . . . . . . . . . . $ 5,486,278 15,051,119 15,063,181
Interest income . . . . . . . . . . . . . . . . . 217,180 209,866 253,538
Other income. . . . . . . . . . . . . . . . . . . -- -- 42,047
------------ ------------ ------------
5,703,458 15,260,985 15,358,766
------------ ------------ ------------
Expenses:
Mortgage and other interest . . . . . . . . . . . 3,214,943 8,364,973 7,567,840
Depreciation. . . . . . . . . . . . . . . . . . . -- -- 1,376,780
Property operating expenses . . . . . . . . . . . 2,198,928 5,613,727 5,657,897
Professional services . . . . . . . . . . . . . . 79,041 139,343 33,842
Amortization of deferred expenses . . . . . . . . 196,832 270,920 552,725
Management fees to Corporate General Partner. . . 1,869 -- --
General and administrative. . . . . . . . . . . . 184,382 144,920 61,178
------------ ------------ ------------
5,875,995 14,533,883 15,250,262
------------ ------------ ------------
(172,537) 727,102 108,504
Venture partner's share of venture's
operations. . . . . . . . . . . . . . . . . . . . 136,320 (445,776) (6,799)
------------ ------------ ------------
Earnings (loss) before gain on sale
of interest in investment property
and extraordinary item. . . . . . . . . . (36,217) 281,326 101,705
Gain on sale of interest in investment property . . 34,171,633 -- --
------------ ------------ ------------
Earnings (loss) before extra-
ordinary item . . . . . . . . . . . . . . 34,135,416 281,326 101,705
Extraordinary item - gain on extinguishment
of debt, net of venture partner's share . . . . . 356,681 -- --
------------ ------------ ------------
Net earnings (loss) . . . . . . . . . . . . $ 34,492,097 281,326 101,705
============ ============ ============
<PAGE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - IX
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED STATEMENTS OF OPERATIONS - CONTINUED
1997 1996 1995
------------ ------------ ------------
Net earnings (loss) per limited
partnership interest:
Earnings (loss) before gain on sale
of interest in investment property
and extraordinary item. . . . . . . . . $ (.63) 4.91 1.78
Gain on sale of interest in
investment property . . . . . . . . . . 542.57 -- --
Extraordinary item, net . . . . . . . . . 6.42 -- --
------------ ------------ ------------
Net earnings (loss) . . . . . . . . . . . . $ 548.36 4.91 1.78
============ ============ ============
<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 PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
YEAR ENDED DECEMBER 31, 1997 (IMMEDIATELY PRIOR TO FINAL LIQUIDATING DISTRIBUTION),
AND YEARS ENDED DECEMBER 31, 1996 AND 1995
<CAPTION>
GENERAL PARTNERS LIMITED PARTNERS
-------------------------------------------------- ---------------------------------------------------
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)
December 31,
1994 . . . . .$1,000 (2,256,733) (897,441) (3,153,174) 49,689,766 8,942,897 (82,254,971) (23,622,308)
Net earnings
(loss) . . . . -- 4,068 -- 4,068 -- 97,637 -- 97,637
Cash distribu-
tions. . . . . -- -- -- -- -- -- -- --
------ ---------- -------- ---------- ---------- --------- ----------- -----------
Balance
(deficit)
December 31,
1995 . . . . .1,000 (2,252,665) (897,441) (3,149,106) 49,689,766 9,040,534 (82,254,971) (23,524,671)
Net earnings
(loss) . . . . -- 11,253 -- 11,253 -- 270,073 -- 270,073
Cash distribu-
tions. . . . . -- -- -- -- -- -- -- --
------ ---------- -------- ---------- ---------- --------- ----------- -----------
<PAGE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - IX
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL ACCOUNTS (DEFICITS) - CONTINUED
GENERAL PARTNERS LIMITED PARTNERS
-------------------------------------------------- ---------------------------------------------------
CONTRI-
BUTIONS
NET NET OF NET
CONTRI- EARNINGS CASH OFFERING EARNINGS CASH
BUTIONS (LOSS) DISTRIBUTIONS TOTAL COSTS (LOSS) DISTRIBUTIONS TOTAL
------- ---------- ------------- ----------- ----------- ---------- ------------- ------------
Balance
(deficit)
December 31,
1996 . . . . .1,000 (2,241,412) (897,441) (3,137,853) 49,689,766 9,310,607 (82,254,971) (23,254,598)
Net earnings
(loss) . . . . -- 4,348,659 -- 4,348,659 -- 30,143,438 -- 30,143,438
Cash distribu-
tions. . . . . -- -- (1,067,744) (1,067,744) -- -- (6,046,700) (6,046,700)
------ ---------- ---------- ---------- ---------- ---------- ----------- -----------
Balance
(deficit)
December 31,
1997 . . . . .$1,000 2,107,247 (1,965,185) 143,062 49,689,766 39,454,045 (88,301,671) 842,140
====== ========== ========== ========== ========== ========== =========== ===========
<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
YEAR ENDED DECEMBER 31, 1997 (IMMEDIATELY PRIOR TO FINAL LIQUIDATING DISTRIBUTION),
AND YEARS ENDED DECEMBER 31, 1996 AND 1995
<CAPTION>
1997 1996 1995
----------- ----------- -----------
<S> <C> <C> <C>
Cash flow from operating activities:
Net earnings (loss) . . . . . . . . . . . . . . . $34,492,097 281,326 101,705
Items not requiring (providing) cash:
Depreciation. . . . . . . . . . . . . . . . . . -- -- 1,376,780
Amortization of deferred expenses . . . . . . . 196,832 270,920 552,725
Venture partner's share of venture's
operations and extraordinary item . . . . . . 284,887 445,776 6,799
Gain on sale of interest in investment
property. . . . . . . . . . . . . . . . . . . (34,171,633) -- --
Extraordinary item. . . . . . . . . . . . . . . (713,363) -- --
Change in:
Interest, rents and other receivables . . . . . 295,858 (75,168) 116,208
Prepaid expenses. . . . . . . . . . . . . . . . (205,220) 9,403 (1,658)
Accrued rents receivable. . . . . . . . . . . . 146,097 5,416 (151,513)
Accounts payable. . . . . . . . . . . . . . . . (410,586) 2,689 (270,455)
Unearned rents. . . . . . . . . . . . . . . . . (122,058) 35,333 18,267
Accrued interest payable. . . . . . . . . . . . (483,244) 64,841 (4,118)
Tenant security deposits. . . . . . . . . . . . (553,634) 19,824 (59,146)
----------- ----------- -----------
Net cash provided by (used in)
operating activities. . . . . . . . . . . (1,243,967) 1,060,360 1,685,594
----------- ----------- -----------
Cash flows from investing activities:
Additions to investment property. . . . . . . . . (344,646) (408,160) (887,597)
Cash proceeds from sale of interest in
investment property . . . . . . . . . . . . . . 5,437,703 -- --
Payment of deferred expenses and other. . . . . . 73,545 (347,808) (162,537)
----------- ----------- -----------
Net cash provided by (used in)
investing activities. . . . . . . . . . . 5,166,602 (755,968) (1,050,134)
----------- ----------- -----------
<PAGE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - IX
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
1997 1996 1995
----------- ----------- -----------
Cash flows from financing activities:
Principal payments on long-term debt. . . . . . . (68,736) (372,181) (813,559)
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) (813,559)
----------- ----------- -----------
Net increase (decrease) in cash
and cash equivalents. . . . . . . . . . . (3,260,545) (67,789) (178,099)
Cash and cash equivalents at
beginning of year . . . . . . . . . . . . 4,245,747 4,313,536 4,491,635
----------- ----------- -----------
Cash and cash equivalents at
end of year . . . . . . . . . . . . . . . $ 985,202 4,245,747 4,313,536
=========== =========== ===========
Supplemental disclosure of cash flow information:
Cash paid for mortgage and
other interest. . . . . . . . . . . . . . . . . $ 3,698,187 8,300,132 7,571,958
=========== =========== ===========
Non-cash investing and financing activities:
Retirements of fully depreciated fixed assets . $ 115,307 443,690 853,873
=========== =========== ===========
Sale of interest in investment property:
Gain on sale of interest in investment
property. . . . . . . . . . . . . . . . . . $34,171,633 -- --
Basis in investment property. . . . . . . . . (28,733,930) -- --
----------- ----------- -----------
Cash proceeds from sale of interest
in investment property. . . . . . . . . . $ 5,437,703 -- --
=========== =========== ===========
Net liabilities and venture partner's
deficit in venture written off at sale
of interest in investment property. . . . . . $33,194,379 -- --
=========== =========== ===========
<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
DECEMBER 31, 1997 (IMMEDIATELY PRIOR TO FINAL
LIQUIDATING DISTRIBUTION), AND DECEMBER 31, 1996 AND 1995
OPERATIONS AND BASIS OF ACCOUNTING
GENERAL
The Partnership held through a joint venture an equity investment in
commercial real estate in the State of California. Business activities
consisted of rentals to a variety of tenants, and the ultimate sale of such
real estate.
The accompanying consolidated financial statements include the
accounts of the Partnership and its consolidated venture, Wright-Carlyle
Partners ("Wright-Carlyle") (prior to the Partnership's sale of its
interest in May 1997) in which the Partnership had certain preferential
claims and rights as discussed below. The effect of all transactions
between the Partnership and the consolidated venture has been eliminated.
The Partnership's records were 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 reflect the Partnership's
accounts in accordance with generally accepted accounting principles
("GAAP") and to consolidate the accounts of the venture as described above.
Such GAAP and consolidation adjustments were not recorded on the records of
the Partnership. The net effect of these items for the years ended
December 31, 1997 (immediately prior to final liquidating distribution) and
December 31, 1996 is summarized as follows:
<PAGE>
<TABLE>
<CAPTION>
1997 1996
-------------------------------------------------------------
TAX BASIS TAX BASIS
GAAP BASIS (UNAUDITED) GAAP BASIS (UNAUDITED)
------------ ----------- ------------ ----------
<S> <C> <C> <C> <C>
Total assets. . . . . . . . . . . . $ 985,202 985,202 57,611,184 8,070,997
Partners' capital accounts
(deficit):
General partners. . . . . . . . . 143,062 143,062 (3,137,853) (2,176,031)
Limited partners. . . . . . . . . 842,140 842,140 (23,254,598) (20,769,197)
Net earnings (loss):
General partners .. . . . . . . . 4,348,659 3,386,837 11,253 188,803
Limited partners. . . . . . . . . 30,143,438 27,658,037 270,073 (312,250)
Net earnings (loss)
per limited partner-
ship interest. . . . . . . . . . . 548.36 503.15 4.91 (5.68)
============ =========== ============ ===========
</TABLE>
<PAGE>
The net earnings (loss) per limited partnership interest ("Interest")
was based upon the limited partnership interests outstanding at the end of
each period. Also, because net earnings (loss) was computed immediately
prior to dissolution, Holders of Interests may have, on dissolution, an
additional capital gain or loss depending on the Holders' basis for Federal
income tax purposes.
The preparation of financial statements in accordance with GAAP
required the Partnership to make estimates and assumptions that affected
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 have differed from those
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 recorded amounts held in U.S. Government obligations at cost,
which approximates market. For the purposes of these statements, the
Partnership's policy was to consider all such amounts held with original
maturities of three months or less (none and $3,951,589 at December 31,
1997 and 1996, respectively) as cash equivalents, which included
investments in an institutional mutual fund which held U.S. Government
obligations, with any remaining amounts (generally with original maturities
at one year or less) reflected as short-term investments being held to
maturity.
Deferred expenses consisted primarily of loan commitment fees and
leasing commissions and related costs. Deferred loan fees were amortized
using the straight-line method over the terms stipulated in the related
agreements. Deferred leasing commissions and related costs were amortized
over the terms of the related tenant lease agreements.
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, rental income was
accrued for the full period of occupancy on a straight-line basis.
No provision for state or Federal income taxes had 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
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.
The Partnership had acquired, either directly or through joint
ventures, eleven apartment complexes, four shopping centers, one medical
office complex and two office buildings. All of the properties have been
sold or disposed of by the Partnership. The cost of the investment
properties represented the total cost to the Partnership and its ventures
plus miscellaneous acquisition costs.
Depreciation on the properties had been provided over the estimated
useful lives of the various components as follows:
Buildings and improvements (new)--
200% or 150% declining-balance or
straight-line . . . . . . . . . . . . . . . 5-40 years
Buildings and improvements (used)--
125% declining-balance or
straight-line . . . . . . . . . . . . . . . 5-50 years
==========
<PAGE>
The investment property was pledged as security for the debt, for
which there was no recourse to the Partnership.
Maintenance and repair expenses were charged to operations as
incurred. Significant betterments and improvements were capitalized and
depreciated over their estimated useful lives.
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. SFAS 121 requires that the Partnership record an
impairment loss on its properties to be held for investment whenever their
carrying value cannot be fully recovered through estimated undiscounted
future cash flows from their operations and sale. The amount of the
impairment loss to be recognized would be the difference between the
property's carrying value and the property's estimated fair value. The
Partnership's policy was to consider a property to be held for sale or
disposition when the Partnership had committed to a plan to sell such
property and active marketing activity had commenced or was expected to
commence in the near term. In accordance with SFAS 121, any properties
identified as "held for sale or disposition" were no longer depreciated.
Adjustments for impairment loss for such properties (subsequent to the date
of adoption of SFAS 121) were made in each period as necessary to report
these properties at the lower of carrying value or fair value less costs to
sell. The adoption of SFAS 121 did not have any effect on the
Partnership's liquidity.
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 $48,550, $445,766 and
$6,799, respectively, for the years ended December 31, 1997, 1996 and 1995.
INVESTMENT PROPERTY
WRIGHT-CARLYLE
The Partnership acquired, in December 1979, through the Wright-Carlyle
joint venture, a medical office complex ("Cedar-Sinai") in Los Angeles,
California for an initial capital contribution of approximately $9,334,000.
In May 1997, the Partnership sold its interest in Wright-Carlyle to its
venture partner as discussed below.
In December 1995, Wright-Carlyle 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 Wright-Carlyle venture agreement) 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.
<PAGE>
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 effective
April 27, 1997. The purchase price, after costs of sale and prorations, of
the interest was approximately $5,430,000 (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, Wright-Carlyle
negotiated at closing of the purchase, a payoff of the underlying mortgage
loan with a prepayment 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. As a
result of this transaction, the Partnership recognized a gain of
$34,171,633 and extraordinary gain on extinguishment of debt of $356,681
for financial reporting purposes and recognized a gain of $36,278,504 for
Federal income tax purposes in 1997.
In January 1996, Wright-Carlyle obtained a short-term extension. 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 would be deemed approved upon
the Lender's receipt of the list. Other capital expenditures over $100,000
required the lender's written approval. Under the loan extension
agreement, Wright-Carlyle was also required to remit to the lender any net
operating income (as defined) on a quarterly basis to be applied against
the outstanding principal balance of the loan. 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
expired, with no liability to the Partnership, as scheduled on December 1,
1997.
Physical management of the property was performed by an affiliate of
the venture partner. Compensation to the manager was calculated as a
percentage of certain receipts.
<PAGE>
LONG-TERM DEBT
Long-term debt consisted of the following at December 31, 1997 and
1996:
1997 1996
----------- -----------
9.11% first mortgage note; secured
by the Cedars-Sinai medical office
complex in Los Angeles, California;
payable in monthly installments of
principal and interest of $698,793
until January 14, 1996 when the
remaining balance of approximately
$82,599,000 was payable; extended to
September 30, 1996 payable in monthly
installments of principal and
interest (10% per annum) of
$724,865 when remaining balance
of approximately $82,298,000 was
payable; extended to September 30,
1997 payable in monthly installments
of interest only (10.569% per annum)
of $724,865 when remaining balance
of approximately $82,298,000
was scheduled to be due, repaid
by the Wright-Carlyle venture in
conjunction with the Partner-
ship's May 1997 sale of its
interest in the property, net
of pre-payment credit. . . . . . $ -- 82,298,021
----------- ----------
Total debt. . . . . . . . -- 82,298,021
Less current portion of
long-term debt. . . . . -- 82,298,021
----------- ----------
Total long-term debt. . $ -- --
=========== ==========
PARTNERSHIP AGREEMENT
Pursuant to the terms of the Partnership Agreement, net profits or
losses of the Partnership from operations were allocated 96% to the Limited
Partners and 4% to the General Partners. Profits from the sale or other
dispositions of investment properties were allocated to the General
Partners to the greater of 1% of such profits or any cash distributions of
the proceeds of any such sale or refinancing (as described below). Losses
from the sale or refinancing of investment properties were to be allocated
1% to the General Partners. The remaining sale or refinancing profits and
losses were allocated to the Limited Partners.
The Partnership Agreement provided generally 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. A portion of the 1997, 1996 and 1995 Partnership gains for
Federal income tax purposes were reallocated to the General Partners in
accordance with this provision. In general, the effect of this provision
was to allow the deferral of the recognition of taxable gain to the Limited
Partners. Such special allocations did not have an effect on total assets,
total partners' capital or net earnings.
<PAGE>
The General Partners were not required to make any capital
contributions except under certain limited circumstances upon termination
of the Partnership, which were not met. Distributions of "net cash
receipts" of the Partnership were allocated 92% to the Limited Partners and
8% to the General Partners (of which 4.167% constituted a management fee to
the Corporate General Partner for services in managing the Partnership).
The Partnership Agreement provided that the General Partners shall
receive, as a distribution from the sale of a real property by the
Partnership, 3% of the selling price, and that the remaining proceeds (net
after expenses and retained working capital) be distributed 85% to the
Limited Partners and 15% to the General Partners. However, the Limited
Partners shall receive 100% of such net sale proceeds until the Limited
Partners (i) have received cash distributions of sale or refinancing
proceeds in an amount equal to the Limited Partners' aggregate initial
capital investment in the Partnership and (ii) have received cumulative
cash distributions from the Partnership's operations which, when combined
with sale or refinancing proceeds previously distributed, equal a 6% annual
return on the Limited Partners' average capital investment for each year
(their initial capital investment as reduced by sale or refinancing
proceeds previously distributed) commencing with the third calendar quarter
of 1980. With the distribution of sale proceeds made in February 1994, the
Limited Partners have received their aggregate initial capital investment
in its entirety and have also received cumulative cash distributions equal
to a 6% return on their average capital investment.
Allocations among the Partners in the accompanying GAAP basis
financial statements have been made in accordance with the provisions of
the Partnership Agreement. The allocation percentages may differ from year
to year. Differences may therefore result between allocations among the
Partners on the GAAP basis and the tax basis. Such differences would have
no effect on total assets, total Partners' capital or net earnings (loss).
TRANSACTIONS WITH AFFILIATES
As a result of the sale of the Partnership's interest in the Cedars-
Sinai Medical Office Complex, as described above, 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. In December 1997, in
conjunction with the liquidation of the Partnership, the General Partners
received a distribution of sales proceeds of $1,724 and cash flow from
operations of $141,338. The General Partners also earned a management fee
of $1,869.
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 December 31, 1997 and for the year ended December 31, 1997. In
addition, there were no other fees, commissions or other expenses required
to be paid by the Partnership to the General Partners and their affiliates
for the years ended December 31, 1996 and 1995.
<PAGE>
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 1997 and 1996.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE PARTNERSHIP
The Corporate General Partner of the Partnership was JMB Realty
Corporation ("JMB"), a Delaware corporation, substantially all of the
outstanding stock of which is owned, directly or indirectly, by certain of
its officers, directors and members of their families and affiliates. JMB
had 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, ABPP Associates, L.P., an
Illinois limited partnership with JMB as its sole general partner. The
limited partners of the Associate General Partner were generally officers,
directors and affiliates of JMB or its affiliates. The Partnership was
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 may have been provided to the Partnership or
its investment properties by affiliates of the General Partners, including
property management services and insurance brokerage services. In general,
such services were provided on terms no less favorable to the Partnership
than could be obtained from independent third parties and were otherwise
subject to conditions and restrictions contained in the Partnership
Agreement. The Partnership Agreement permitted 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
permitted 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 have been 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
have been 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 had 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 Corporate
General Partner were as follows:
<PAGE>
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 Executive Vice President 1/02/87
Chief Executive Officer 8/01/93
Glenn E. Emig Executive Vice President 1/01/93
Chief Operating Officer 1/01/95
Gary Nickele Executive Vice President 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 a one-year
term until the annual meeting of the Corporate General Partner to be held
on June 3, 1998. 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 Corporate General Partner to be held on June 3,
1998. 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-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), JMB Mortgage Partners,
Ltd.-III ("Mortgage Partners-III"), JMB Mortgage Partners, Ltd.-IV
("Mortgage Partners-IV"), Carlyle Income Plus, Ltd. ("Carlyle Income Plus")
and Carlyle Income Plus, L.P.-II ("Carlyle Income Plus-II") 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.-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
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")) 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,
directly or indirectly, of certain partnerships which are associate general
partners in the following real estate limited partnerships: the
Partnership, Carlyle-VII, Carlyle-XI, Carlyle-XII, Carlyle-XIII,
Carlyle-XIV, Carlyle-XV, Carlyle-XVI, Carlyle-XVII, JMB Income-VI, JMB
Income-VII, JMB Income-X, JMB Income-XI, JMB Income-XII, JMB Income-XIII,
Mortgage Partners-III, Mortgage Partners-IV, Carlyle Income Plus, Carlyle
Income Plus-II and IDS/BIG.
<PAGE>
The business experience during the past five years of each such
director and officer of the Corporate General Partner of the Partnership in
addition to that described above is as follows:
Judd D. Malkin (age 60) 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 also a director of Urban Shopping Centers,
Inc. ("USC, 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 60) 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 also a principal of Walton Street Real Estate
Fund I, L.P. and a director of USC, Inc. He is a member of the Bar of the
State of Illinois and a Certified Public Accountant.
Burton E. Glazov (age 59) 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 56) has been associated with JMB since July
1972. He is a member of the Bar of the State of Illinois.
A. Lee Sacks (age 64) has been associated with JMB since December
1972. Mr. Sacks is also President and a director of JMB Insurance Agency,
Inc.
John G. Schreiber (age 51) has been associated with JMB since December
1970 and served as an Executive Vice President of JMB until December 1990.
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 Advisors L.P., an affiliate
of the Blackstone Group, L.P. Mr. Schreiber is also a director of USC,
Inc., a trustee of Amli Residential Property Trust and a director for a
number of investment companies advised 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 48) 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 50) 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 45) 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 49) 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 62) has been associated with JMB since March 1973.
He is a Certified Public Accountant.
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION
The Partnership had no officers or directors. The Partnership was
required to pay a management fee to the Corporate General Partner and the
General Partners of the Partnership were entitled to receive a share of
cash distributions, when and as cash distributions were made to the Limited
Partners, and a share of profits or losses. Reference is also made to the
Notes for a description of such transactions, distributions and
allocations. In 1997, 1996 and 1995, the General Partners received
distributions, including the final liquidating distribution, of $1,210,806,
$0 and, $0, respectively. The General Partners earned a management fee of
$1,868 in 1997. No management fees were earned by the Corporate General
Partner in 1996 or 1995.
As of December 31, 1997, the Corporate General Partner had earned and
received disposition fees of $1,005,248 in connection with the sale of its
remaining property. The Partnership Agreement provided that the payment to
such an affiliate of any commission on any sale of real property by the
Partnership shall be deferred if and to the extent that the Limited
Partners have not yet received cash distributions of sale or refinancing
proceeds in an amount equal to their aggregate initial capital investment
in the Partnership and have not received cumulative cash distributions from
the Partnership's operations which, when combined with sale or refinancing
proceeds previously distributed, equal a 6% annual return on the Limited
Partners' average capital investment for each year (their capital
investment as reduced by sale or refinancing proceeds previously
distributed) commencing with the third calendar quarter of 1980. Effective
with the February 1994 sale distribution, the Limited Partners received
such cumulative cash distributions which entitled the General Partners to
participate in the distributions of sale or refinancing proceeds.
Reference is made to the Notes.
JMB Insurance Agency, Inc., an affiliate of the Corporate General
Partner of the Partnership, was entitled to receive insurance brokerage
commissions in connection with providing insurance coverage for certain of
the real property investments of the Partnership. Such commissions were at
rates set by insurance companies for the classes of coverage involved. No
such fees were received by such affiliate in 1997.
The General Partners of the Partnership may be reimbursed for their
direct expenses relating to the administration of the Partnership and the
operation of the Partnership's real property investments. In 1997, the
Corporate General Partner of the Partnership was not due any reimbursement
for such out-of-pocket expenses.
The Partnership was permitted to engage in various transactions
involving affiliates of the Corporate General Partner of the Partnership.
The relationship of the Corporate General Partner (and its directors and
officers) to its affiliates is set forth above in Item 10.
<PAGE>
<TABLE>
<CAPTION>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(a) The following group was known by the Partnership to have owned beneficially more than 5% of the
outstanding Interests of the Partnership immediately prior to its termination.
NAME OF AMOUNT AND NATURE
BENEFICIAL OF BENEFICIAL PERCENT
TITLE OF CLASS OWNER OWNERSHIP OF CLASS
- -------------- ---------- ----------------- --------
<S> <C> <C> <C>
Limited Partnership
Interests Liquidity Fund Investment 4,240.75 Interests 7.72%
Corporation indirectly (as invest-
1900 Powell Street, ment manager or, through
Suite 730, affiliated entities, general
Emeryville, California partner of 12 separate
94608 investment funds)
</TABLE>
<TABLE>
<CAPTION>
(b) The Corporate General Partner, its officers and directors and the Associate General Partner owned the
following Interests of the Partnership immediately prior to its termination:
NAME OF AMOUNT AND NATURE
BENEFICIAL OF BENEFICIAL PERCENT
TITLE OF CLASS OWNER OWNERSHIP OF CLASS
- -------------- ---------- ----------------- --------
<S> <C> <C> <C>
Limited Partnership
Interests JMB Realty Corporation 75 Interests directly Less than 1%
Limited Partnership
Interests Corporate General 75 Interests directly Less than 1%
Partner, its officers
and directors and
the Associate General
Partner as a group
<FN>
No officer or director of the Corporate General Partner of the Partnership possessed a right to acquire
beneficial ownership of Interests of the Partnership.
Reference is made to Item 10 for information concerning ownership of the Corporate General Partner.
(c) There existed no arrangement, known to the Partnership, the operation of which would have resulted in a
change in control of the Partnership.
</TABLE>
<PAGE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
There were no significant transactions or business relationships with
the Corporate 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 annual report).
(2) 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 on Form 10-K (File No. 0-9484) for
December 31, 1992 dated March 19, 1993.
3-B. Amended and Restated Agreement of Limited
Partnership set forth as Exhibit A to the Prospectus, incorporated 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 by reference to
the Partnership's Report 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 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 by reference to the
Partnership's Report 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 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-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 by reference to the Partnership's Report for
December 31, 1996 on Form 10-K (File No. 0-9484) dated March 21, 1997.
10-C. Option Agreement between Prudential Insurance
Company of America and Wright-Carlyle Partners is hereby incorporated 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.
24. Powers of Attorney.
27. Financial Data Schedule
(b) No reports on Form 8-K were required to be filed during the last
quarter of the period covered by this annual report.
No annual report for the fiscal year 1997 or proxy material has been sent
to the Partners of the Partnership. An annual report will be sent to the
Partners subsequent to this filing.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Partnership 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
GAILEN J. HULL
By: Gailen J. Hull
Senior Vice President
Date: March 25, 1998
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
Corporate General Partner
JUDD D. MALKIN*
By: Judd D. Malkin, Chairman and
Chief Financial Officer
Date: March 25, 1998
NEIL G. BLUHM*
By: Neil G. Bluhm, President and Director
Date: March 25, 1998
H. RIGEL BARBER*
By: H. Rigel Barber, Chief Executive Officer
Date: March 25, 1998
GLENN E. EMIG*
By: Glenn E. Emig, Chief Operating Officer
Date: March 25, 1998
GAILEN J. HULL
By: Gailen J. Hull, Senior Vice President
Principal Accounting Officer
Date: March 25, 1998
A. LEE SACKS*
By: A. Lee Sacks, Director
Date: March 25, 1998
STUART C. NATHAN*
By: Stuart C. Nathan,
Executive Vice President and Director
Date: March 25, 1998
*By: GAILEN J. HULL, Pursuant to Power of Attorney
GAILEN J. HULL
By: Gailen J. Hull,
Attorney-in-Fact
Date: March 25, 1998
<PAGE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - IX
EXHIBIT INDEX
DOCUMENT
INCORPORATED
BY REFERENCE PAGE
------------- ----
3-A. Certain Pages of the Prospectus
of the Partnership dated August 17,
1979, as supplemented October 17,
1979, December 10, 1979, December 28,
1979, January 28, 1980 and
February 27, 1980 Yes
3-B. Amended and Restated Agreement of
Limited Partnership Yes
3-C. Acknowledgement of the rights
and duties of the General Partners Yes
4-A. Modification documents related
to the Cedars-Sinai Medical
Office Complex Yes
4-B. Extension agreement related
to the Cedars-Sinai Medical
Office Complex Yes
4-C. Extension agreement related to
the Cedars-Sinai Medical
Office Complex Yes
10-A. Acquisition documents related
to the Cedars-Sinai Medical
Office Complex Yes
10-B. Third lease amendment between
Prudential Insurance Company
of America and Wright-Carlyle
Partners Yes
10-C. Option agreement between
Prudential Insurance Company
of America and Wright-Carlyle
Partners Yes
10-D. Purchase agreement between
Carlyle Real Estate Limited
Partnership - IX and Medical
Office Buildings, Ltd. Yes
24. Powers of Attorney No
27. Financial Data Schedule No
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officers of JMB
Realty Corporation, the corporate general partner of CARLYLE REAL ESTATE
LIMITED PARTNERSHIP - IX, 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, 1997, 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 30th day of January, 1998.
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, 1997,
and any and all amendments thereto, the 30th day of January, 1998.
GARY NICKELE
-----------------------
Gary Nickele
GAILEN J. HULL
-----------------------
Gailen J. Hull
DENNIS M. QUINN
-----------------------
Dennis M. Quinn
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officers of JMB
Realty Corporation, the corporate general partner of CARLYLE REAL ESTATE
LIMITED PARTNERSHIP - IX, 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, 1997, 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 30th day of January, 1998.
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
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, 1997,
and any and all amendments thereto, the 30th day of January, 1998.
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, 1996 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-31-1997
<PERIOD-END> DEC-31-1997
<CASH> 985,202
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 985,202
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 985,202
<CURRENT-LIABILITIES> 0
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 985,202
<TOTAL-LIABILITY-AND-EQUITY> 985,202
<SALES> 5,486,278
<TOTAL-REVENUES> 5,703,458
<CGS> 0
<TOTAL-COSTS> 2,395,760
<OTHER-EXPENSES> 265,292
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,214,943
<INCOME-PRETAX> (172,537)
<INCOME-TAX> 0
<INCOME-CONTINUING> (36,217)
<DISCONTINUED> 34,171,633
<EXTRAORDINARY> 356,681
<CHANGES> 0
<NET-INCOME> 34,492,097
<EPS-PRIMARY> 548.36
<EPS-DILUTED> 548.36
</TABLE>
