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): May 23, 1996
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 (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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STONYBROOK APARTMENTS I & II
Tucson, Arizona
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. On May 23, 1996,
Carlyle Real Estate Limited Partnership - XII (the "Partnership") through
the joint venture, Stonybrook Partners Limited Partnership (the "Venture"),
sold the land and related improvements known as the Stonybrook Apartments I
& II (the "Property"), a 411-unit apartment complex located in Tucson,
Arizona, pursuant to a purchase agreement reached in March 1996 between the
Partnership and the purchaser, Prime Residential, L.P., a Delaware limited
partnership. The purchaser is not affiliated with the Partnership or its
General Partners and the sale price was determined by arm's length
negotiations. The sale price of the land and improvements was $8,800,000
(before selling costs and prorations), of which approximately $4,400,000
was received in cash at closing after payoff of the loan secured by the
Property. The sale will result in a gain of approximately $4,600,000 and
$7,800,000 for financial reporting purposes and Federal income tax purposes
in 1996, respectively. Occupancy at the Property was approximately 91% at
the date of sale. The Partnership expects to distribute a portion of the
proceeds from this sale in 1996.
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 proceeds of this sale
are currently 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 the Property, beyond May 23, 1996, there
will be no further rental and other income, property operating expenses,
depreciation and mortgage interest expense recorded for the Property in the
consolidated financial statements of the Partnership, which for the
Partnership's most recent fiscal year (the year ended December 31, 1995)
were approximately $1,820,000, $926,000, $199,000 and $372,000,
respectively. Rental and other income, property operating expenses,
depreciation and mortgage interest expense for the Property were
approximately $462,000, $196,000, $0 and $87,000 for the three months ended
March 31, 1996 as the Property was classified in the Partnership's
consolidated financial statements as held for sale as of January 1, 1996.
Also, as a result of the sale of the Property, there are no further assets
and liabilities related to the Property, which at March 31, 1996 consisted
of land, building and improvements (net of accumulated depreciation and
amortization) and other long term assets of approximately $4,174,000; cash
and other current assets of approximately $3,373,000; current portion of
long-term debt of approximately $51,000; and other current liabilities of
approximately $164,000; long term debt of approximately $4,003,000; and
other long-term liabilities of approximately $40,000. The remaining
operations of the Partnership will consist primarily of the operations
(through a joint venture) of the Partnership's remaining investment
property, the National City Center Office building in Cleveland, Ohio.
(C) Exhibits
1. Documents related to the sale of the Stonybrook Apartments
to be supplied in an amendment.
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
GAILEN J. HULL
By: Gailen J. Hull
Senior Vice President
Dated: June 4, 1996
