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): April 2, 1996
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XII
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Illinois 0-12433 36-3149589
- ------------------- -------------- --------------------
(State or other) (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Organization
900 N. Michigan Avenue, Chicago, Illinois 60611-1575
-----------------------------------------------------
(Address of principal executive office)
Registrant's telephone number, including area code: (312) 915-1987
-------------------------------------------------------------------
PERMIAN MALL
Odessa, Texas
--------------
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. Carlyle Real Estate Limited
Partnership - XII (the "Partnership") owned the Permian Mall (the "Property")
located in Odessa, Texas. On April 2, 1996, the mortgage lender,
Massachusetts Mutual Life Insurance Co. ("Lender"), realized upon its security
which included the land, building and related improvements of the Property.
As of the date of conveyance of title, the Permian Mall was approximately 88%
occupied. Although the Property produced cash flow in 1994, the Property
operated at a deficit in 1995 and was expected to in 1996. This deficit was
primarily due to declining retail sales resulting in lower effective rents.
Additionally, significant funds would have been required in the near future
for major roof and parking lot repairs. In anticipation of the necessary
major repairs and potential leasing costs, the Partnership had initiated
discussions with the Lender regarding a modification of the loan. The
Partnership was unable to secure such a modification. Due to these facts, the
Partnership was unable to pay the 1995 real estate taxes assessed on the
property due in January 1996 nor had remitted all of the scheduled debt
service payments since December 1995. The Partnership received a notice of
default from the Lender in February 1996, and as a result, the Lender then
realized upon its security in April 1996. As a result of the disposition of
the Property, the Partnership expects to recognize a gain in 1996 for
financial reporting purposes and Federal income tax purposes of approximately
$2,600,000 and $14,800,000, respectively, with no corresponding distributable
proceeds.
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 and other 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, 1995) were
$6,252,000, $3,601,000, $744,000 and $2,508,000, 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
December 31, 1995 consisted of land, building and improvements and other non-
current assets (net of accumulated depreciation and amortization) of
approximately $15,800,000; current assets of approximately $3,981,000; current
portion of long-term debt of approximately $17,755,000, other current
liabilities of approximately $1,073,000 and non-current liabilities of $6,000.
(c) Exhibits
1. Documents related to transfer of Permian Mall 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
By: GAILEN J. HULL
Gailen J. Hull
Senior Vice President
Dated: April 17, 1996
