December 23, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XI
Commission File No. 0-10494
Form 8-K
Gentlemen:
Transmitted, for the above-captioned registrant, is the electronically filed
executed copy of registrant's current report on Form 8K dated December 23,
1994.
Thank you.
Very truly yours,
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XI
BY: JMB Realty Corporation
(Corporate General Partner)
By: GAILEN J. HULL
________________________________
Gailen J. Hull
Principal Accounting Officer
GJH:sf
Enclosures
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 12, 1994
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XI
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(Exact name of registrant as specified in its charter)
Illinois 0-10494 36-3102608
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(State or other) (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Organization
900 N. Michigan Avenue, Chicago, Illinois 60611-1575
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(Address of principal executive office)
Registrant's telephone number, including area code: (312) 915-1987
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824 MARKET STREET OFFICE BUILDING
Wilmington, Delaware
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. Excelsior Associates
("Excelsior"), a limited partnership between Carlyle Real Estate Limited
Partnership - XI (the "Partnership"), JMB Investors - III, Inc. and Excelsior
Partners, L.P. owned 824 Market Street office building (the "Property")
located in Wilmington, Delaware. The mortgage lender, Teachers Insurance and
Annuity Association of America ("Lender"), commenced proceedings to realize
upon its security and was the successful bidder at the foreclosure sale held
on October 11, 1994. The deed was conveyed to the lender on December 12,
1994.
As of the date of conveyance of title the 824 Market Street office
building was approximately 56% occupied. Excelsior was aggressively seeking
replacement tenants for the vacant space, however, competition had risen
significantly due to new office building development in the area over the last
few years and to the contraction of tenants in the financial services
industry, resulting in lower effective rental rates. In order to reduce debt
service payments during the tenant turnover period, Excelsior had negotiated
with the first mortgage lender for a possible modification to the first
mortgage note. Such negotiations were unsuccessful and Excelsior received
notice of default. The lender then commenced proceedings to realize upon its
security.
As a result of the disposition of the 824 Market Street office building,
Excelsior will terminate its affairs and the Partnership will recognize a gain
for financial reporting and Federal income tax purposes with no corresponding
distributable proceeds, substantially all of which will be allocated to the
limited partners.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements. Not applicable.
(b) Pro forma financial information - Narrative.
As a result of the lender realizing upon its security in the
property, there will be no further rental income, property operating expenses,
depreciation, or mortgage interest expense recorded for the Property which for
the Property's most recent fiscal year (the year ended December 31, 1993) were
$3,318,000, $1,775,000, $512,000 and $1,856,000, respectively. Rental income,
property operating expenses, depreciation, and mortgage interest expense for
the Property for the nine months ended September 30, 1994 were approximately
$1,291,000, $1,065,000, $407,000, and $1,276,000, respectively. Also, as a
result of the lender realizing upon its security in the Property, there will
be no further assets and liabilities related to the property, which at
September 30, 1994 consisted of land, building and improvements and deferred
lease commissions (net of accumulated depreciation and amortization) of
approximately $13,752,000; cash and other current assets of approximately
$823,000; current portion of long-term debt (including accrued interest) of
approximately $17,815,000, and other liabilities of approximately $227,000.
The Partnership and the venture partner will record a gain on disposition of
investment property of approximately $4,900,000 and $180,000, respectively, in
1994.
(c) Exhibits
(1) Sheriff's deed dated December 8, 1994 and recorded December
12, 1994 by and between Excelsior ("Transferor"), and Teachers Insurance and
Annuity Association of America, ("Transferee").
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XI
BY: JMB Realty Corporation
(Corporate General Partner)
By: GAILEN J. HULL
________________________________
Gailen J. Hull
Principal Accounting Officer
Dated: December 23, 1994
RECEIVED FOR RECORD from Richards, Layton & Finger, One Rodney Square, P.O.
Box 551, Wilmington, DE 19899:
DEED of Michael P. Walsh, Sheriff of New Castle County to Teachers
Insurance and Annuity Association of America
DATED: December 8, 1994
AND RECORDED this day of , 1994.
Recorder of Deeds
New Castle County
Sheriff's Deed Lev. Fac.
Grantee's Address: Prepared By:
730 Third Avenue Diane R. Younger
New York, NY 10017-3206
Mail To:
Frederick L. Cottrell,III
Richards, Layton & Finger
P.O. Box 551
Wilmington, DE 19899
Parcel #26.035.20.103
TO ALL PEOPLE TO WHOM THESE PRESENTS SHALL COME:
I, Michael P. Walsh, Sheriff of New Castle County, in the State of
Delaware, Send Greetings:
WHEREAS, TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA, A NEW
YORK CORPORATION AS ASSIGNEE OF BANK OF DELAWARE, A DELAWARE CORPORATION,
Lately in the Superior Court of said State, before the Judges thereof at
Wilmington, by the writ and by the judgment of the Court recovered against
EXCELSIOR ASSOCIATES, L.P., A DELAWARE LIMITED PARTNERSHIP ("Mortgagor") as
well a certain debt of TWELVE MILLION FIVE HUNDRED SEVENTY THOUSAND ONE
HUNDRED EIGHTY THREE AND 85/100 DOLLARS ($12,570,183.85) lawful money of
the State of Delaware, with interest on the same at $4,932.05 per diem to
the 7th day of November, A.D., 1994 as also the sum of $125.00 which to the
said TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA, A NEW YORK
CORPORATION AS ASSIGNEE OF BANK OF DELAWARE, A DELAWARE CORPORATION in the
said Superior Court, before the Judges thereof, were adjudged for its costs
and charges by it in and about its suit in that behalf expended, and by the
same Court awarded to be levied out of:
ALL that certain tract, piece or parcel of land known as Nos. 824
thru 834, North Market street and 835 and 837 North King Street situated
between East 8th and East 9th Streets, North King and North Market Streets,
City of Wilmington, New Castle County, Delaware, and more particularly
founded and described as follows:
BEGINNING at a point on the southeasterly side of North Market Street
(at 65.5 feet wide), said point being a corner for lands now or formerly of
the Wilmington Savings Fund Society and being distant southwesterly
measured along the said southeasterly side of North Market Street, 86.58
feet from its intersection with the southwesterly side of East 9th Street,
said southeasterly side of East 9th Street being distant southwesterly 30.5
feet therefrom measured right angles thereto the monument line (former
centerline of East 9th Street);
THENCE from said point of Beginning southeasterly parallel with East
9th Street and along the southwesterly line of said lands now or formerly
of the Wilmington Savings Fund Society through a party wall 211.03 feet to
a point on the northwesterly side of North King Street (at 65.5 feet wide);
THENCE southwesterly along the said northwesterly side of North King
Street, 118.32 feet to a point a corner for lands of Emidio G. Troiani et
al., said point being distant 260.44 feet northeasterly measured along the
said northwesterly side of North King Street from its intersection with the
northeasterly side of East 8th Street;
THENCE northwesterly along the northeasterly line of said lands nor
or formerly of Emidio G. Troiani et al., parallel with East 9th Street,
79.5 feet to a point;
THENCE southwesterly along the northwesterly line of said lands now
or formerly of the Emidio G. Troiani et al. and parallel with North King
Street, 27.82 feet to a point in the northeasterly line of lands now or
formerly of the Grand Opera House, Inc.;
THENCE along the said northeasterly line of lands now or formerly of
the Grand Opera House, Inc. and parallel with East 8th street, 131.5 feet
to a point on the said southeasterly side of North Market Street, said
point being distant northeasterly measured along the said southeasterly
side of North Market Street, 232.63 feet from its intersection with the
said northeasterly side of East 8th Street;
THENCE northeasterly along the said southeasterly side of North
Market Street, 146.17 feet to the point and place of Beginning.
CONTAINING within said metes and bounds, 28,636 square feet of land
be the same more or less.
TOGETHER with benefit of Shared Sight Easement and restrictive
covenants set forth in Deed of record in the Office for the Recording of
Deeds in and for New Castle County, Delaware, in Deed Record W, Volume 116,
Page 79.
TOGETHER with all right, title and interest of Mortgagor, including
any after-acquired title or reversion, in and to the beds of the ways,
street, avenues and alleys adjoining the said premises, and in and to all
strips, gaps and gores on all sides thereof; and
TOGETHER with all and singular the tenements, hereditaments,
easements, appurtenances, passages, waters, water courses, riparian rights,
other rights, liberties and privileges thereof or in any way now or
hereafter appertaining, including any other claim at law or in equity as
well as any after-acquired title, franchise or license and the reversions
and remainder and remainders thereof; and
TOGETHER with all rents, issues, proceeds and profits accruing and to
accrue from said premises; and
TOGETHER with all buildings and improvements of every kind and
description now or hereafter erected or placed thereon and all materials
intended for constructing, re-constructing alteration and repairs of such
improvements now or hereafter erected thereon, all of which shall be deemed
to be included within the mortgaged premises immediately upon delivery
thereof to said premises, and all fixtures and articles of personal
property now or hereafter owed by Mortgagor and attached to or contained
in and used in connection with said premises, including but not limited to
all furniture, furnishings, blinds, carpeting, apparatus, machinery,
motors, elevators, fittings, radiators, gas ranges, ice boxes, mechanical
refrigerators, awnings, shades, screens, office equipment and other
furnishings, and all plumbing, heating, lighting, cooking, laundry,
ventilating, refrigerating, incinerating, air conditioning and sprinkler
equipment and fixtures and appurtenances thereto, and all renewals or
replacements thereof or articles in substitution therefore, whether or not
the same are or shall be attached to said building or buildings in any
manner; and
TOGETHER with the benefit of that certain Easement Agreement dated
the 5th day of June, 1984 by and between the City of Wilmington, a
Municipal corporation of the State of Delaware and Excelsior Associates,
L.P., a Delaware limited partnership and recorded in the Recorder's Office
of New Castle County, Delaware in Deed 137, Page 166 on July 30, 1984.
BEING the same lands and premises which were granted and conveyed
unto Excelsior Associates, L.P. a Delaware limited partnership, by Deed of
Excelsior Associates, a Delaware general partnership, dated June 3, 1982 of
record in the Office of the Recorder of Deeds in and for New Castle County,
Delaware in Deed Record Volume Q118, Page 303 and commonly known as the
"Excelsior Building," 824 Market Street, Wilmington, Delaware.
Together with all singular the buildings and improvements of every kind
whatsoever, ways, waters, water courses, rights, liberties, privileges,
hereditaments, and appurtenances, whatsoever thereunto belonging or in any
wise appertaining.
And Whereas, Afterwards by a Writ of Lev. Fac. #36 AU 1994 issuing out of
the said Superior Court, tested at Wilmington, the 19th day of August,
A.D., 1994 and to me the said Sheriff directed, I was commanded that out of
the above described lot, piece or parcel of land with the improvements,
hereditaments, appurtenances to it belonging, in my Bailiwick, I should
cause to be made without delay the aforesaid debt of TWELVE MILLION FIVE
HUNDRED SEVENTY THOUSAND ONE HUNDRED EIGHTY THREE AND 85/100 DOLLARS
($12,570,183.85)
with interests on the same as aforesaid, also the sum of $125.00 the costs
and charges aforesaid, and that I should have that money before the Judges
of the said Superior Court of Wilmington on Monday, the 7th day of November,
A.D., 1994 then next, to render to the said TEACHERS INSURANCE AND ANNUITY
ASSOCIATION OF AMERICA, A NEW YORK CORPORATION AS ASSIGNEE OF BANK OF
DELAWARE, A DELAWARE CORPORATION for its debt and interest, costs and
charges aforesaid, and that writ, at which said day, I the said Sheriff, to
the Judges aforesaid did certify and return that by virtue of the said writ
to me directed, after due and public notice by me given, I did expose to
sale the hereinbefore mentioned and described lot, piece or parcel of land
with the improvements, hereditaments, and appurtenances, and the same did
sell on the 11th day of October, A.D., 1994 to TEACHERS INSURANCE AND
ANNUITY ASSOCIATION OF AMERICA for the sum of TWELVE MILLION FIVE HUNDRED
SEVENTY THOUSAND AND 00/100 DOLLARS ($12,570,000.00) being the highest and
best bidder, at a public vendue, for the same as by the said writ and the
return thereon fully appears.
Now Know Ye, That I the said Michael P. Walsh, Sheriff as aforesaid, for
and in consideration of the said sum of TWELVE MILLION FIVE HUNDRED SEVENTY
THOUSAND AND 00/100 DOLLARS ($12,570,000.00) lawful money to me in hand
paid by the said TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA at
or before the sealing and delivery hereof, the receipt hereof acknowledged,
and by virtue of the proceedings aforesaid and of the Act of Assembly in
such case made and provided, have granted bargained, sold, aliened,
enfeoffed, released, conveyed and confirmed, and by these presents do
grant, bargain, sell, alien, enfeoff, release, convey and confirm unto the
said TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA and to its
successors and assigns all the hereinbefore mentioned and described lot,
piece or parcel land, together with all and singular the buildings and
improvements of every kind whatsoever, ways, waters, water courses, rights,
liberties, privileges, hereditaments, and appurtenances, whatsoever
thereunto belonging or in any wise appertaining, and the reversions and
remainders, rents, issues, and profits thereof, and also all the estate,
right, title, interest, use, possession, property, claim and demand
whatsoever of the said Mortgagor in law, equity, or otherwise whatsoever,
of, in, and to the same and every part and parcel thereof: To have and to hold
the said lot, piece or parcel of land hereinbefore described hereditaments
and premises hereby granted and mentioned, or intended so to be, with the
appurtenances unto the said TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF
AMERICA, its successors and assigns, to and for the only proper use and
behoof of the said TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA,
its successors and assigns forever, as fully and amply and for such estate
and estates and under such rents and services as the said Mortgagor had and
held the same at or before the taking thereof in execution.
In Witness Whereof, I, the said Michael P. Walsh, Sheriff as aforesaid,
have hereunto set my hand and seal the day of A.D., 1994.
SIGNED AND DELIVERED
IN THE PRESENCE OF
MICHAEL P. WALSH
(SEAL)
State of Delaware )
)s.
New Castle County )
Be It Remembered, that on this day of the A.D., 1994
personally came before me, the Notary Public of the State of Delaware,
Michael P. Walsh, Sheriff of New Castle County, Party to this Deed Poll, or
Instrument of Writing know to me personally to be such and acknowledged
this Deed Poll, or Instrument of Writing to be his Deed.
Given under my hand and seal of office the day and year aforesaid.
NOTARY PUBLIC<PAGE>
