SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10Q/A
AMENDMENT NO. 1
Filed pursuant to Section 12, 13, or 15(d) of the
Securities Exchange Act of 1934
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - X
-----------------------------------------------------
(Exact name of registrant as specified in its charter)
IRS Employer Identification
Commission File No. 0-9726 No. 36-3057941
The undersigned registrant hereby amends the following sections of its
Report for the quarter ended September 30, 1996 on Form 10-Q as set forth
in the pages attached hereto:
Item 6. Exhibits and Reports on Form 8-K. Page 15
(and exhibits thereto)
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - X
By: JMB Realty Corporation
(Corporate General Partner)
By: GAILEN J. HULL
Gailen J. Hull, Senior Vice President
and Principal Accounting Officer
Dated: November 25, 1996
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
3-A. The Prospectus of the Partnership dated May 29, 1980, as
supplemented on August 4, 1980, November 12, 1980, November 24, 1980,
January 30, 1981 and February 10, 1981, as filed with the Commission
pursuant to Rules 424(b) and 424(c), is incorporated herein by reference to
Exhibit 3-A to the Partnership's Report for December 31, 1992 on Form 10-K
(File No. 0-9726) 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. 0-9726) dated
November 24, 1980.
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 filed herewith.
4. Long-term mortgage note documents relating to the note secured
by the Sunrise Mall located in Brownsville, Texas are incorporated herein
by reference to the Partnership's Registration Statement on Post-Effective
Amendment No. 2 dated November 24, 1980 to Form S-11 (File No. 0-66350).
10-A. Acquisition documents relating to the purchase by the
Partnership of an interest in the Sunrise Mall located in Brownsville,
Texas are incorporated herein by reference to the Partnership's
Registration Statement on Post-Effective Amendment No. 2 dated November 24,
1980 to Form S-11 (File No. 0-66350).
10-B. Documents relating to the sale of the Partnership's interest in
the Garret Mountain venture are incorporated herein by reference to the
Partnership's report for March 31, 1995 on Form 10-Q (File No. 0-9726)
dated May 11, 1995.
10-C. Agreement by and among The Prudential Insurance Company of
America and Holly Pond Associates Limited Partnership relating to the
disposition of Holly Pond Office Center dated January 16, 1996 is
incorporated herein by reference to the Partnership's Report for December
31, 1995 on Form 10-K (File No. 0-9726) dated March 25, 1996.
27. Financial Data Schedule
Although certain additional long-term debt instruments of the
Registrant have been excluded from Exhibit 4 above, pursuant to Rule
601(b)(4)(iii), the Registrant commits to provide copies of such agreements
to the Securities and Exchange Commission upon request.
(b) No reports on Form 8-K have been filed during the last quarter of the
period covered by this report.
15
EXHIBIT 3-C.
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - X
ACKNOWLEDGEMENT
----------------
This Acknowledgement is made and executed as of the 31st day of
December, 1995 by ABPP Associates, L.P., a limited partnership organized
under the laws of the State of Illinois ("ABPP"), and JMB Realty
Corporation, a Delaware corporation ("JMBRC").
WHEREAS, ABPP has acquired all of the partnership interests in
Realty Associates-X, L.P., an Illinois limited partnership ("Realty-X"),
which has served as the Associate General Partner of Carlyle Real Estate
Limited Partnership-X, an Illinois limited partnership (the "Partnership"),
and ABPP has elected to continue the business of Realty-X and has agreed to
continue as the Associate General Partner of the Partnership; and
WHEREAS, JMBRC has agreed to continue as the Corporate General
Partner of the Partnership.
NOW, THEREFORE, the parties hereby agree and acknowledge as follows:
1. ABPP and JMBRC both shall continue as general partners of the
Partnership, each with all of the rights and powers of general partners
therein, as set forth in the agreement of limited partnership of the
Partnership, as amended to date (the "Partnership Agreement") and in the
Revised Uniform Limited Partnership Act of the State of Illinois, and the
Partnership and its business shall be continued in all respects.
2. ABPP hereby agrees that it is a signatory to the Partnership
Agreement, together with JMBRC, and adopts and agrees to be bound by all of
the provisions of the Partnership Agreement, as amended from time to time
in accordance with the provisions of the Partnership Agreement.
3. ABPP and JMBRC agree that JMBRC is hereby authorized and
empowered, on behalf of ABPP, JMBRC, the Partnership or any of the
foregoing, to execute any and all documents, enter into any and all
agreements, or take any and all other actions (in each case in accordance
with and subject to the terms of the Partnership Agreement), in the name of
the Partnership or otherwise, as shall be necessary or appropriate in
connection with the business of the Partnership at any time. It is further
understood and agreed that the Chairman, President or any Vice President of
JMBRC (including any partner of ABPP who is Chairman, President or Vice
President of JMBRC) may act for and in the name of JMBRC in the exercise by
JMBRC of any of its rights and powers hereunder. In dealing with JMBRC (or
the Chairman, President or any Vice President thereof) so acting on behalf
of ABPP, JMBRC or the Partnership, no person shall be required to inquire
into the authority of JMBRC or such individual to bind the Partnership.
Persons dealing with the Partnership are entitled to rely conclusively upon
the power and authority of JMBRC (and of the Chairman, President or any
Vice President of JMBRC) as set forth herein.
4. ABPP and JMBRC agree to take any and all other actions as shall
be necessary or appropriate to reflect the continuation of the
Partnership's business, including the filing with any agency of any
document which shall be necessary or appropriate in connection therewith.
5. Nothing contained herein or contemplated hereby shall be deemed
to render ABPP or JMBRC liable for any obligations for which they would
otherwise not be liable as general partners of the Partnership.
IN WITNESS WHEREOF, the parties hereto have executed this
Acknowledgement as of the date first above written.
ABPP ASSOCIATES, L.P.
By: JMB Realty Corporation
General Partner
By: DENNIS M. QUINN
Its: SR. VICE PRESIDENT
JMB REALTY CORPORATION
By: GARY NICKELE
Its: EXECUTIVE VICE PRESIDENT
<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, 1996 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
INCLUDED IN SUCH REPORT.
</LEGEND>
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<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1996
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<PP&E> 18,766,488
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<TOTAL-ASSETS> 12,769,564
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<OTHER-SE> (3,388,332)
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<EXTRAORDINARY> 8,070,390
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<NET-INCOME> 4,588,879
<EPS-PRIMARY> 46.47
<EPS-DILUTED> 46.47
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