SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarter ended
September 30, 2000 Commission file number 0-10494
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XI
(Exact name of registrant as specified in its charter)
Illinois 36-3102608
(State of organization) (IRS Employer Identification No.)
900 N. Michigan Ave., Chicago, IL 60611
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code 312/915-1987
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [ X ] No [ ]
<PAGE>
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION
Item 1. Financial Statements . . . . . . . . . . . . . . . . . 3
Item 2. Management's Discussion and
Analysis of Financial Condition and
Results of Operations. . . . . . . . . . . . . . . . . 12
PART II OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . 14
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XI
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 2000 AND DECEMBER 31, 1999
(UNAUDITED)
ASSETS
------
SEPTEMBER 30, DECEMBER 31,
2000 1999
------------ -----------
Current assets:
Cash and cash equivalents. . . . . . . . $ 6,362,067 5,589,641
Other receivables. . . . . . . . . . . . 34,593 25,788
----------- -----------
Total assets . . . . . . . . . . $ 6,396,660 5,615,429
=========== ===========
LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
-----------------------------------------------------
Current liabilities:
Accounts payable . . . . . . . . . . . . $ 11,367 22,554
----------- -----------
Total liabilities. . . . . . . . . 11,367 22,554
Partners' capital accounts (deficits):
General partners:
Capital contributions. . . . . . . . . 1,000 1,000
Cumulative net earnings (losses) . . . (12,968,219) (12,999,916)
Cumulative cash distributions. . . . . (1,123,608) (1,123,608)
----------- -----------
(14,090,827) (14,122,524)
----------- -----------
Limited partners:
Capital contributions,
net of offering costs. . . . . . . . 121,935,233 121,935,233
Cumulative net earnings (losses) . . . (34,404,488) (35,165,209)
Cumulative cash distributions. . . . . (67,054,625) (67,054,625)
----------- -----------
20,476,120 19,715,399
----------- -----------
Total partners' capital
accounts (deficits). . . . . . . 6,385,293 5,592,875
----------- -----------
$ 6,396,660 5,615,429
=========== ===========
See accompanying notes to consolidated financial statements.
<PAGE>
<TABLE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XI
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
(UNAUDITED)
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
-------------------------- --------------------------
2000 1999 2000 1999
----------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
Income:
Rental income. . . . . . . . . . . . . . . . . . . $ -- -- -- 6,834,631
Interest income. . . . . . . . . . . . . . . . . . 101,029 129,599 259,127 319,292
Other income . . . . . . . . . . . . . . . . . . . -- -- 855,484 --
----------- ---------- ---------- ----------
101,029 129,599 1,114,611 7,153,923
----------- ---------- ---------- ----------
Expenses:
Mortgage and other interest. . . . . . . . . . . . -- -- -- 3,808,686
Property operating expenses. . . . . . . . . . . . -- 35,429 -- 3,758,523
Professional services. . . . . . . . . . . . . . . 21,238 232,259 116,582 403,938
Amortization of deferred expenses. . . . . . . . . -- -- -- 181,443
General and administrative . . . . . . . . . . . . 57,508 61,888 205,611 276,568
----------- ---------- ---------- ----------
78,746 329,576 322,193 8,429,158
----------- ---------- ---------- ----------
22,283 (199,977) 792,418 (1,275,235)
Venture partner's share of ventures' operations. . . -- -- -- 104,674
----------- ---------- ---------- ----------
Earnings (loss) before gains on sale or
disposition of investment property . . . . 22,283 (199,977) 792,418 (1,170,561)
Gain on sale of interest in investment property. . . -- -- -- 31,131,464
----------- ---------- ---------- ----------
Earnings (loss) before extra-
ordinary items . . . . . . . . . . . . . . 22,283 (199,977) 792,418 29,960,903
Extraordinary items. . . . . . . . . . . . . . . . . -- -- -- 16,821,666
----------- ---------- ---------- ----------
Net earnings (loss). . . . . . . . . . . . . $ 22,283 (199,977) 792,418 46,782,569
=========== ========== ========== ==========
<PAGE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XI
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED STATEMENTS OF OPERATIONS - CONTINUED
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
-------------------------- --------------------------
2000 1999 2000 1999
----------- ---------- ----------- ----------
Net earnings (loss) per limited partnership
Interest:
Earnings before gain on sale of interest
in investment property . . . . . . . . . . . . . $ .16 (1.40) 5.54 (8.18)
Gain on sale of interest in investment property. . -- -- -- 224.29
Extraordinary items. . . . . . . . . . . . . . . . -- -- -- 121.20
----------- ---------- ---------- ----------
Net earnings (loss). . . . . . . . . . . . . $ .16 (1.40) 5.54 337.31
=========== ========== ========== ==========
Cash distributions per limited
partnership interest . . . . . . . . . . . $ -- 55.00 -- 55.00
=========== ========== ========== ==========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XI
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
(UNAUDITED)
2000 1999
----------- -----------
Cash flows from operating activities:
Net earnings (loss). . . . . . . . . . . . . $ 792,418 46,782,569
Items not requiring (providing)
cash or cash equivalents:
Amortization of deferred expenses. . . . . -- 181,443
Long-term debt - deferred
accrued interest . . . . . . . . . . . . -- 1,008,260
Venture partner's share of
venture's operations . . . . . . . . . . -- (104,674)
Gain on sale of interest in
investment property. . . . . . . . . . . -- (31,131,464)
Extraordinary items. . . . . . . . . . . . -- (16,821,666)
Changes in:
Rents and other receivables. . . . . . . . (8,805) 32,489
Escrow deposits and restricted
funds. . . . . . . . . . . . . . . . . . -- 2,334,423
Prepaid expenses . . . . . . . . . . . . . -- (106,230)
Accounts payable . . . . . . . . . . . . . (11,187) 382,498
Unearned rents . . . . . . . . . . . . . . -- 16,180
Accrued interest . . . . . . . . . . . . . -- (1,211,917)
Accrued real estate taxes. . . . . . . . . -- (106,931)
Tenant security deposits . . . . . . . . . -- (9,624)
Deferred revenue . . . . . . . . . . . . . -- (131,061)
----------- -----------
Net cash provided by (used in)
operating activities . . . . . . . . 772,426 1,114,295
----------- -----------
Cash flows from investing activities:
Additions to investment properties . . . . . -- (372,701)
Payment of deferred expenses . . . . . . . . -- (28,585)
Proceeds from sale of investment
property or interest in investment
property . . . . . . . . . . . . . . . . . -- 9,272,500
----------- -----------
Net cash provided by (used in)
investing activities . . . . . . . . -- 8,871,214
----------- -----------
Cash flows from financing activities:
Distributions to limited partners. . . . . . -- (7,557,550)
----------- -----------
Net cash provided by (used in)
financing activities . . . . . . . . -- (7,557,550)
----------- -----------
Net increase (decrease) in
cash and cash equivalents. . . . . . 772,426 2,427,959
Cash and cash equivalents,
beginning of year. . . . . . . . . . 5,589,641 3,240,125
----------- -----------
Cash and cash equivalents,
end of period. . . . . . . . . . . . $ 6,362,067 5,668,084
=========== ===========
<PAGE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XI
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
2000 1999
----------- -----------
Supplemental disclosure of cash flow
information:
Cash paid for mortgage
and other interest . . . . . . . . . . . . $ -- 4,012,343
=========== ==========
Non-cash investing and financing
activities:
Activity due to disposition of
investment property:
Reduction of property held for sale
or disposition. . . . . . . . . . . . . $ -- (29,769,839)
Reduction of long-term debt. . . . . . . -- 44,676,002
Reduction of accrued interest
payable . . . . . . . . . . . . . . . . -- 2,840,205
Reduction of net (assets)
liabilities . . . . . . . . . . . . . . -- (924,702)
----------- -----------
Extraordinary gains. . . . . . . . . . $ -- 16,821,666
=========== ===========
Activity due to sale of interest in
investment property:
Reduction of property held for
sale or disposition. . . . . . . . . . . $ -- (24,037,279)
Reduction of long-term debt. . . . . . . . -- 49,838,564
Reduction of net (assets) liabilities. . . -- (3,942,587)
----------- -----------
Partnership interest in
investment sold. . . . . . . . . . . $ -- 21,858,698
=========== ===========
See accompanying notes to consolidated financial statements.
<PAGE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XI
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2000 AND 1999
(UNAUDITED)
GENERAL
Readers of this quarterly report should refer to the Partnership's
audited financial statements for the year ended December 31, 1999, which
are included in the Partnership's 1999 Annual Report, as certain footnote
disclosures which would substantially duplicate those contained in such
audited financial statements have been omitted from this report.
The preparation of financial statements in accordance with GAAP
requires the Partnership to make estimates and assumptions that affect the
reported or disclosed amount of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements
and the reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
The Partnership adopted Statement of Financial Accounting Standards
No. 121 ("SFAS 121") "Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to Be Disposed Of" as required in the first
quarter of 1996. The Partnership's policy was to consider a property to be
held for sale or disposition when the Partnership has committed to a plan
to sell or dispose of such property and active marketing activity has
commenced or is expected to commence in the near term or the Partnership
has concluded that it may dispose of the property by no longer funding
operating deficits or debt service requirements of the property thus
allowing the lender to realize upon its security. In accordance with
SFAS 121, any properties identified as "held for sale or disposition" were
no longer depreciated. The Partnership and its consolidated ventures had
previously committed to plans to sell or dispose of all their remaining
investment properties, and has sold or disposed of each of them.
Accordingly, all consolidated properties had been classified as held for
sale or disposition in the accompanying consolidated financial statements
as of the respective date of such plan's adoption. The results of
operations, net of venture partner's share, for the nine months ended
September 30, 1999 for these properties were ($568,311).
Certain amounts in the 1999 consolidated financial statements have
been changed to conform with the 2000 presentation.
TRANSACTIONS WITH AFFILIATES
The Partnership, pursuant to the Partnership Agreement, is permitted
to engage in various transactions involving the Corporate General Partner
and its affiliates including the reimbursement for salaries and salary-
related expenses of its employees, certain of its officers, and other
direct expenses relating to the administration of the Partnership and the
operation of the Partnership's investments. Fees, commissions and other
expenses required to be paid by the Partnership to the General Partners and
their affiliates as of September 30, 2000 and for the nine months ended
September 30, 2000 and 1999 were as follows:
<PAGE>
Unpaid at
September 30,
2000 1999 2000
------- ------- -------------
Property management and
leasing fees . . . . . . . . . . . . $ -- 71,412 --
Insurance commissions. . . . . . . . . 726 2,074 --
Reimbursement (at cost) for out-
of-pocket salary and salary-related
expenses and other costs for the
Partnership and its investment
properties. . . . . . . . . . . . . . 21,485 53,513 5,225
------- ------- ------
$22,211 126,999 5,225
======= ======= ======
RIVERFRONT OFFICE BUILDING
On June 10, 1999, the Partnership, through the Riverfront Office Park
joint venture, sold its interest in the Riverfront Office Building and the
ground lease of the underlying land. For its interest in the property, the
Partnership received a payment of $9,300,000 (before costs of sale) and
release of its liability for the mortgage debt secured by the property,
which had an outstanding balance of approximately $49,800,000 (of which the
Partnership's share is approximately $24,900,000) at closing. In addition,
for its interest in the property, the unaffiliated venture partner in the
venture (or the partners in such unaffiliated venture partner) received a
payment of approximately $455,000 and an approximate 9.6% interest in the
newly formed joint venture. The joint venture is not affiliated with the
Partnership or its General Partners, and the amount paid for the
Partnership's interest in the property was determined by arm's-length
negotiations.
The joint venture had been marketing the property for sale and, in
this regard, the Partnership and the unaffiliated venture partner reached
an agreement to contribute their respective interests in the property
(including their interests as lessees under the ground lease) to a newly
formed joint venture, whose affiliate held the mortgage loan secured by the
property. As a result of this transaction, the Partnership recognized a
gain of $31,131,464 for financial reporting purposes and $23,145,103 for
Federal income tax purposes in 1999. In addition, in connection with the
transfer of the Partnership's interest and as is customary in such
transactions, the venture agreed to certain representations and warranties
with a stipulated survival period which expired June 10, 2000 with no
liability to the Partnership.
The property was classified as held for sale or disposition as of
December 31, 1996 and therefore has not been subject to continued
depreciation from such date for financial reporting purposes.
MALL OF MEMPHIS
As discussed more fully below, in May 1999, the Partnership
transferred title to the land, building and improvements, and other assets
and liabilities related to the property in consideration of a discharge of
the mortgage loan.
Occupancy at the property was 67% at the date of the transfer. The
mall had experienced a number of store closings, many prior to lease
expiration, primarily as a result of tenants filing for bankruptcy and
liquidating. In addition, the property had been subjected to increased
competition for shoppers and tenants from strip centers and large discount
stores in its market area. Although certain tenants continued to perform
well, overall tenant sales at the property continued to decline. Due to
poor sales performances, many tenants were electing not to renew their
leases or were renewing at lower rates. Several other tenants whose leases
<PAGE>
were not due to expire in the near term had approached the Partnership
seeking rent relief. The Partnership had granted rent relief to certain
tenants that could demonstrate that without a reduction in their rent, they
would no longer be able to remain in business at the mall. As a result of
these market and property conditions, the property's cash flow had been
decreasing and was expected to decline further in the future.
The Partnership initiated discussions with the underlying lender
regarding a loan modification and, in connection with these discussions,
advanced approximately $604,000 to cover the property's required debt
service payments through December 31, 1997. However, the lender was
unwilling to grant an acceptable loan modification to cover future
operating deficits. The Partnership therefore decided not to commit any
additional amounts to the property and, effective January 1, 1998,
suspended the payment of required debt service on its first, second and
third mortgage notes secured by the property. The lender agreed to allow
the Partnership to recoup its 1997 advance from 1998 operating cash flow.
During 1998, the Partnership recouped its 1997 advance and began remitting
cash flow payments to the lender. The Partnership entered into
negotiations with the lender and an unaffiliated third party regarding the
sale of the property to the unaffiliated third party. In May 1999, the
Partnership transferred title to the land, building and improvements, and
other assets and liabilities related to the property in consideration of a
discharge of the mortgage loan, resulting in the Partnership no longer
having an ownership interest in the property. The Partnership has no
future liability for any representations, warranties or covenants to the
purchaser as a result of the disposal of this property. The Partnership
was released from its environmental indemnity agreement as a result of this
transaction, and was, therefore, able to withdraw approximately $1,000,000
from an escrow account primarily established to secure a portion of its
potential obligation under the environmental indemnity. As a result, the
Partnership recognized an extraordinary gain on forgiveness of debt of
$11,347,490 and an extraordinary loss due to the write-off of the deferred
mortgage fees of $498,896 for financial reporting purposes. The gain
includes the effect of an impairment loss recognized by the Partnership in
1997 of approximately $13,143,000. The Partnership recognized a gain of
$11,381,305 for Federal income tax purposes with no corresponding
distributable proceeds in 1999.
Pursuant to the terms of a note payable by the Partnership to the
former venture partner, the Partnership guaranteed a portion of the debt
service payment payable on June 1, 1996 and June 1, 1997 each in the amount
of $300,000 on a recourse basis. The Partnership made the June 1, 1996 and
June 1, 1997 guaranteed debt service payments in December 1997 and December
1998, respectively. The remaining note payable was secured only by the
venture partner's former partnership interest in the joint venture and was
non-recourse to the Partnership. As a result of the Partnership
transferring title to the property owned by the joint venture in May 1999,
as discussed above, the Partnership is not obligated to pay the outstanding
principal and interest and recognized an extraordinary gain of $5,973,072
for financial reporting purposes and a gain of $5,909,072 for Federal
income tax purposes with no corresponding distributable proceeds in 1999.
YERBA BUENA OFFICE BUILDING
Due to the default of the joint venture that owned the Yerba Buena
Office Building (a partnership comprised of the Partnership, two other
partnerships sponsored by the Partnership's Corporate General Partner, and
four unaffiliated limited partners) in the payment of required debt
service, the former lender to such joint venture realized on its security
by taking title to the property in June 1992. In return for a smooth
transition of title and management of the property (relative to which the
<PAGE>
existing property manager that was affiliated with the Partnership's
Corporate General Partner agreed to continue to manage the property), the
joint venture was able to negotiate, among other things, a right of first
opportunity to purchase the property during the time frame from June 1995
through May 1998 should the lender wish to market the property for sale.
The lender sold the property in 1996. However, the joint venture was not
given an opportunity to purchase the property on the same terms for which
it was sold. As previously reported, the joint venture filed a lawsuit
against the lender for breach of its obligations. In June 1998, the court
granted the lender's motion for summary judgment and dismissed the lawsuit.
The joint venture appealed the dismissal. During the second quarter of
1999, the joint venture reached an agreement in principle with the lender
to settle the lawsuit. In February 2000, the settlement was finalized and
the former lender paid $1,400,000 to the joint venture in resolution of the
dispute. Simultaneously, the joint venture paid to its limited partners
$27,000 in settlement of any of their potential claims related to the
matter. The Partnership's share of the settlement proceeds and cash held
at the venture was approximately $855,000. The Partnership received such
amount in the second quarter of 2000.
ADJUSTMENTS
In the opinion of the Corporate General Partner, all adjustments
(consisting solely of normal recurring adjustments) necessary for a fair
presentation have been made to the accompanying figures as of September 30,
2000 and for the three and nine months ended September 30, 2000 and 1999.
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Reference is made to the notes to the accompanying financial
statements for additional information concerning certain of the
Partnership's investments.
The board of directors of JMB Realty Corporation ("JMB") the corporate
general partner of the Partnership, has established a special committee
(the "Special Committee") consisting of certain directors of JMB to deal
with all matters relating to tender offers for Interests in the
Partnership, including any and all responses to such tender offers.
In 1999, unaffiliated third parties made unsolicited tender offers to
some of the Holders of Interests. These offers sought to purchase up to
3.0% of the Interests in the Partnership at between $35 and $40 per
Interest. The Special Committee recommended against acceptance of these
offers on the basis that, among other things, the offer prices were
inadequate. These offers have expired.
As of the date of this report, the Partnership is aware that 5.03% of
the Interests have been purchased by unaffiliated third parties either
pursuant to such tender offers or through negotiated purchases. It is
possible that other offers for Interests may be made by unaffiliated third
parties in the future, although there is no assurance that any other third
party will commence an offer for Interests, the terms of any such offer or
whether any such offer, if made, will be consummated, amended or withdrawn.
At September 30, 2000, the Partnership had cash and cash equivalents
of approximately $6,362,000. Such funds are available for working capital
requirements and distribution to the Partners. The Partnership currently
has adequate cash and cash equivalents to maintain the operations of the
Partnership.
Although the Partnership distributed, in August 1999, proceeds from
the sale of its interest in the Riverfront Office Building of $7,557,550
($55 per Interest) to the Holders of Interests, the Holders of Interests
are expected to receive significantly less than their full original
investment from all sources. No further distributions are anticipated to
be made until the final liquidation of the Partnership.
The Partnership has filed real estate tax appeals on behalf of the
Mall of Memphis property for the tax years 1990 through 1997. Although the
Partnership has reached an agreement in principle to settle the appeal,
there can be no assurance that the Partnership will be successful in
finalizing the appeal or that any significant funds will be available for
distribution to the partners after issuing refunds, if any, to tenants at
the mall and payment of expenses associated with the appeal.
As previously reported in the Notes, the joint venture that owned the
Yerba Buena Office Building filed a lawsuit against the former lender to
such joint venture for breach of its obligations. In June 1998, the court
granted the lender's motion for summary judgement and dismissed the
lawsuit. The joint venture appealed the dismissal. During the second
quarter of 1999, the joint venture reached an agreement in principle with
the lender to settle the lawsuit. In February 2000, the settlement was
finalized and the former lender paid $1,400,000 to the joint venture in
resolution of the above mentioned disputes. Simultaneously, the joint
venture paid its unaffiliated former venture partners $27,000 in settlement
of any of their potential claims related to the matter. The Partnership's
share of such amounts net of certain legal fees is approximately $855,000,
which Partnership received from the joint venture in the second quarter of
2000.
<PAGE>
As the representations and warranties to the purchaser that were
required in connection with the sale of the Partnership's interest in the
Riverfront Office Building have expired, the Partnership expects to conduct
an orderly liquidation. Consequently, the Partnership expects to wind up
its affairs in 2000. However, the final liquidation may be delayed subject
to the Partnership's ability to resolve the real estate tax appeal
discussed above.
RESULTS OF OPERATIONS
Significant fluctuations between periods in the accompanying
consolidated financial statements are primarily the result of the
disposition of the Mall of Memphis in May 1999 and the sale of the
Partnership's interest in the Riverfront Office Building in June 1999.
Reference is made to the Notes in the accompanying consolidated financial
statements for discussions of the sale and disposition.
The other income for the nine months ended September 30, 2000 is the
result of the settlement of the Yerba Buena Litigation. Reference is made
to the Notes in the accompanying consolidated financial statements for a
discussion of such transaction.
<PAGE>
PART II OTHER INFORMATION
ITEM 6. EXHIBIT AND REPORTS ON FORM 8-K
Response:
(a) Exhibits:
3-A. The Prospectus of the Partnership dated May 8, 1981, as
supplemented on July 27, 1981, October 9, 1981, November 5, 1981, December
10, 1981, February 19, 1982 and April 23, 1982, as filed with the
Commission pursuant to Rules 424(b) and 424(c), is hereby incorporated
herein by reference to Exhibit 3-A to the Partnership's Report for December
31, 1992 on Form 10-K (File No. 0-10494) filed on March 19, 1993.
3-B. Amended and Restated Agreement of Limited Partnership set
forth as Exhibit A to the Prospectus, which agreement is hereby
incorporated by reference to Exhibit 3-B to the Partnership's Report for
December 31, 1992 on Form 10-K (File No. 0-10494) filed on March 19, 1993.
27. Financial Data Schedule
(b) No reports on Form 8-K were filed during the last quarter of
the period covered by this report.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XI
BY: JMB Realty Corporation
(Corporate General Partner)
By: GAILEN J. HULL
Gailen J. Hull, Senior Vice President
Date: November 10, 2000
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following person in the capacity
and on the date indicated.
GAILEN J. HULL
Gailen J. Hull, Principal Accounting Officer
Date: November 10, 2000
