December 14, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: Carlyle Real Estate Limited Partnership - XII
Commission File No. 0-12433
Form 8K
Gentlemen:
Transmitted, for the above-captioned registrant, is the electronically filed
executed copy of registrant's current report on Form 8K dated December 14,
1994.
Thank you.
Very truly yours,
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XII
By: JMB Realty Corporation
Corporate General Partner
By: C. SCOTT NELSON
________________________________
C. Scott Nelson, Vice President
Accounting Officer
CSN:jo
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 1, 1994
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XII
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(Exact name of registrant as specified in its charter)
Illinois 0-12433 36-3149589
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(State or other (Commission (I.R.S. 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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FIRST INTERSTATE CENTER
SEATTLE, WASHINGTON
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. On December 1, 1994 Carlyle
Seattle, a joint venture between Carlyle Real Estate Limited Partnership - XII
(the "Partnership") and an affiliated partnership (Carlyle Real Estate Limited
Partnership-X ("Carlyle-X")) sponsored by the Corporate General Partner of the
Partnership, sold 49.95% of its interest and entered into an option agreement
concerning the remaining 50.05% interest in the First Interstate joint venture
to its unaffiliated venture partner, 999 Third Avenue, Ltd., (the "Buyer").
In May 1994, Carlyle Seattle executed an agreement with the purchaser to
sell 49.95% of its interest in First Interstate by December 1994, with an option
for the unaffiliated venture partner to purchase the remaining 50.05% interest
between one and two years after the initial sale closing subject to certain
conditions. Carlyle Seattle received at closing $20,000,000 cash (less non-
refundable deposits received prior to the closing of $1,000,000) for 49.95% of
its interest in First Interstate, $5,000,000 cash for the option of the Buyer to
purchase the remaining 50.05% of Carlyle Seattle's interest in the First
Interstate joint venture and an additional $15,000,000 cash in the form of a
loan to Carlyle Seattle. The $15,000,000 loan to Carlyle Seattle (bearing
interest at a rate of 9% per annum with accrued interest and unpaid principal
due on January 1, 1997) is secured by Carlyle Seattle's remaining 50.05%
interest. The exercise price for the remaining 50.05% interest is $21,350,000
if the purchase option is exercised one year from the initial closing up to
$22,850,000 at the termination of the option period. The exercise price would
be satisfied by applying the $5,000,000 option purchase price paid at the
initial closing and applying the balance of unpaid principal and accrued
interest on the $15,000,000 Carlyle Seattle loan. In connection with the sale,
the First Interstate Partnership agreement has been amended stating that no
profits, income or gain shall be allocable to Carlyle Seattle except to the
extent that Carlyle Seattle receives any distributions and operating losses
shall be allocated to the extent of Carlyle Seattle's positive capital account
balance and thereafter at 25.025%. Occupancy at the First Interstate Center
was approximately 97% at the date of sale.
The terms of the Carlyle Seattle venture agreement generally provide that
sale proceeds will be allocated 73.3% to the Partnership and 26.7% to Carlyle-X.
The Partnership Agreement provides that sale proceeds are to be allocated
99% to the Limited Partners and 1% to the General Partners until receipt by the
Limited Partners of their initial contributed capital plus a stipulated return
thereon. Thereafter, distributions of sale proceeds are to be allocated to the
General Partners until the General Partners have received an amount equal to 3%
of the gross sales prices of any properties sold, then the balance 85% to the
Limited Partners and 15% to the General Partners. The Limited Partners have not
yet received cash distributions of sale or refinancing proceeds in an amount
equal to their initial capital investment in the Partnership. Therefore, 1% of
the initial proceeds of this sale are distributable to the General Partners.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements. Not applicable.
(b) Pro Forma Financial Information - Narrative.
As a result of the sale of Carlyle Seattle's interest in the First
Interstate venture, beyond December 1, 1994, there will be no further rental
income, interest income, mortgage and other interest, depreciation, property
operating expenses, amortization of deferred expenses or venture partners' share
of venture operations recorded for the First Interstate Center in the
consolidated financial statements of the Partnership, which for the
Partnership's most recent fiscal year (the year ended December 31, 1993) were
approximately, $20,747,000, $49,000, $10,754,000, $4,586,000, $6,623,000,
$1,065,000 and $967,000, respectively. Rental income, interest income,
mortgage and other interest, depreciation, property operating expenses,
amortization of deferred expenses and venture partners' share of venture
operations for the First Interstate Center were approximately $4,831,000,
$17,000, $2,675,000, $1,146,000, $1,852,000, $266,000 and $482,000,
respectively, for the three months ended September 30, 1994, and $14,828,000,
$43,000, $8,034,000, $3,349,000, $5,065,000, $799,000 and $1,082,000,
respectively, for the nine months ended September 30, 1994. Also, as a
result of the sale of the Partnership's interest in Carlyle
Seattle, there are no further assets and liabilities related to Carlyle
Seattle and its venture, First Interstate, which at September 30, 1994
consisted of cash and other current assets of approximately $2,326,000;
land and buildings and improvements (net of accumulated depreciation) of
approximately $67,118,000; deferred expenses of approximately $4,166,000;
accrued rents receivable of approximately $5,139,000; current liabilities of
$1,186,000; other liabilities of approximately $1,956,000 and long-term debt,
less current portion of approximately $96,832,000.
An additional result of the sale is that Carlyle Seattle will reflect a
$15,000,000 note payable and any accrued interest (as defined above) to the
Buyer of Carlyle Seattle's 49.95% Partnership interest. The note is secured
by Carlyle Seattle's remaining 50.05% interest in the First Interstate venture.
The Partnership expects to recognize a gain in 1994 for financial reporting and
federal income tax purposes.
(c) Exhibits
10. Letter Regarding Sale/Option and Partnership Amendment, dated
May 15, 1994, between Carlyle Seattle Associates and 999 Third
Avenue, Ltd. relating to the First Interstate Center in
Seattle, Washington is hereby incorporated herein by reference
to the Partnership's report for June 30, 1994 on Form 10-Q
(File No. 0-12344) dated August 12, 1994.
<PAGE>
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 - XII
By: JMB Realty Corporation
Corporate General Partner
By: C. SCOTT NELSON
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C. Scott Nelson, Vice President
Accounting Officer
Dated: December 14, 1994
