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, 1996Commission file number 0-12433
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XII
(Exact name of registrant as specified in its charter)
Illinois 36-3149589
(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
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 5. Other Information. . . . . . . . . . . . . . . . . 14
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . 15
<TABLE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 1996 AND DECEMBER 31, 1995
(UNAUDITED)
ASSETS
------
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1996 1995
------------- -----------
<S> <C> <C>
Current assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . $ 5,528,313 10,946,150
Rents and other receivables . . . . . . . . . . . . . . . . . . . . . 120,757 560,228
Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . 98,853 116,454
Escrow deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,538,096 1,645,121
------------ ------------
Total current assets. . . . . . . . . . . . . . . . . . . . . 7,286,019 13,267,953
------------ ------------
Investment properties, at cost:
Land and leasehold interest . . . . . . . . . . . . . . . . . . . . 13,500,000 17,171,695
Buildings and improvements. . . . . . . . . . . . . . . . . . . . . 77,951,374 105,732,483
------------ ------------
91,451,374 122,904,178
Less accumulated depreciation . . . . . . . . . . . . . . . . . . . 31,671,277 42,824,687
------------ ------------
Total investment properties, net of
accumulated depreciation. . . . . . . . . . . . . . . . . . . 59,780,097 80,079,491
------------ ------------
Deferred expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . 329,691 407,246
Accrued rents receivable. . . . . . . . . . . . . . . . . . . . . . . . 811,895 914,627
Venture partners' deficits in ventures. . . . . . . . . . . . . . . . . -- 6,931
Escrow deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . 612,300 612,300
------------ ------------
$ 68,820,002 95,288,548
============ ============
LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
-----------------------------------------------------
Current liabilities:
Current portion of long-term debt . . . . . . . . . . . . . . . . . . $ 1,148,301 18,878,959
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . 299,058 1,164,924
Accrued interest. . . . . . . . . . . . . . . . . . . . . . . . . . . 263,164 271,246
Accrued real estate taxes . . . . . . . . . . . . . . . . . . . . . . 1,207,485 2,381,207
Other current liabilities . . . . . . . . . . . . . . . . . . . . . . 3,202 217,434
------------ ------------
Total current liabilities. . . . . . . . . . . . . . . . . . . . 2,921,210 22,913,770
Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . . . 305 21,530
Long-term debt, less current portion. . . . . . . . . . . . . . . . . . 54,580,452 59,465,831
------------ ------------
Commitments and contingencies
Total liabilities. . . . . . . . . . . . . . . . . . . . . . . . 57,501,967 82,401,131
Venture partners' equity in ventures. . . . . . . . . . . . . . . . . . 697,638 547,383
Partners' capital accounts (deficits):
General partners:
Capital contributions . . . . . . . . . . . . . . . . . . . . . . . 1,000 1,000
Cumulative net earnings (losses). . . . . . . . . . . . . . . . . . (7,955,793) (8,061,836)
Cumulative cash distributions . . . . . . . . . . . . . . . . . . . (900,049) (818,228)
------------ ------------
(8,854,842) (8,879,064)
------------ ------------
Limited partners (160,005 interests):
Capital contributions, net of offering costs. . . . . . . . . . . . 141,003,683 141,003,683
Cumulative net earnings (losses). . . . . . . . . . . . . . . . . . (68,680,503) (76,536,044)
Cumulative cash distributions . . . . . . . . . . . . . . . . . . . (52,847,941) (43,248,541)
------------ ------------
19,475,239 21,219,098
------------ ------------
Total partners' capital accounts (deficits) . . . . . . . . . . 10,620,397 12,340,034
------------ ------------
$ 68,820,002 95,288,548
============ ============
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<TABLE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
(UNAUDITED)
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
-------------------------- --------------------------
1996 1995 1996 1995
----------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
Income:
Rental income . . . . . . . . . . . . . . . . . $ 3,709,865 5,498,129 13,560,854 16,896,366
Interest income . . . . . . . . . . . . . . . . 118,131 155,266 426,217 722,559
----------- ---------- ----------- ----------
3,827,996 5,653,395 13,987,071 17,618,925
----------- ---------- ----------- ----------
Expenses:
Mortgage and other interest . . . . . . . . . . 1,195,349 2,263,535 4,840,638 6,820,568
Depreciation. . . . . . . . . . . . . . . . . . 648,516 885,670 1,929,207 2,605,856
Property operating expenses . . . . . . . . . . 1,511,203 2,600,562 5,549,697 8,355,711
Professional services . . . . . . . . . . . . . 9,806 -- 175,565 187,395
Amortization of deferred expenses . . . . . . . 15,511 16,058 47,089 48,175
Management fees to corporate
general partner . . . . . . . . . . . . . . . -- -- 55,557 --
General and administrative. . . . . . . . . . . 122,270 109,081 358,173 331,825
----------- ---------- ----------- ----------
3,502,655 5,874,906 12,955,926 18,349,530
----------- ---------- ----------- ----------
Operating earnings (loss). . . . . . . . . 325,341 (221,511) 1,031,145 (730,605)
Venture partners' share of
ventures' operations. . . . . . . . . . . . . . (52,576) 76,589 (150,255) 251,647
----------- ---------- ----------- ----------
Net operating earnings (loss). . . . . . . 272,765 (144,922) 880,890 (478,958)
Gain on sale or disposition
of investment properties, net
of venture partners share . . . . . . . . . . . -- -- 7,080,694 --
----------- ---------- ----------- ----------
Net income (loss) . . . . . . . . . . . . $ 272,765 (144,922) 7,961,584 (478,958)
=========== ========== =========== ==========
Net earnings (loss) per limited
partnership interests:
Net operating earnings (loss) . . . . . $ 1.64 (.87) 5.29 (2.87)
Gain on sale or disposition of
investment properties, net. . . . . . -- -- 43.81 --
----------- ---------- ----------- ----------
$ 1.64 (.87) 49.10 (2.87)
=========== ========== =========== ==========
Cash distributions per
limited partnership
interest . . . . . . . . . . . . . . . . $ 25.00 -- 60.00 145.00
=========== ========== =========== ==========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<TABLE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
(UNAUDITED)
<CAPTION>
1996 1995
------------ -----------
<S> <C> <C>
Cash flows from operating activities:
Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 7,961,584 (478,958)
Items not requiring (providing) cash:
Depreciation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,929,207 2,605,856
Amortization of deferred expenses . . . . . . . . . . . . . . . . . . . 47,089 48,175
Amortization of discount on long-term debt. . . . . . . . . . . . . . . 79,333 223,397
Venture partners' share of ventures' operations and gain on
sale or disposition of investment properties. . . . . . . . . . . . . 157,186 (251,647)
Total gain on sale or disposition of investment properties. . . . . . . (7,087,625) --
Changes in:
Rents and other receivables . . . . . . . . . . . . . . . . . . . . . . (118,777) (18,754)
Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . (342) (96,353)
Escrow deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . 249,780 52,096
Accrued rents receivable. . . . . . . . . . . . . . . . . . . . . . . . 59,050 --
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . (261,163) (155,635)
Accrued interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . (8,082) 1,014,170
Accrued real estate taxes . . . . . . . . . . . . . . . . . . . . . . . (218,860) 458,508
Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . . . (12,201) (8,269)
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . (9,226) (407,413)
------------ -----------
Net cash provided by (used in) operating activities . . . . . . . . 2,766,953 2,985,173
------------ -----------
Cash flows from investing activities:
Net sales and maturities (purchases) of short-term investments. . . . . . -- (2,968,171)
Additions to investment properties. . . . . . . . . . . . . . . . . . . . (1,528,236) (458,661)
Escrow deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (142,755) (234,549)
Cash proceeds from sale of investment property. . . . . . . . . . . . . . 4,571,594 --
------------ -----------
Net cash provided by (used in) investing activities . . . . . . . 2,900,603 (3,661,381)
------------ -----------
Cash flows from financing activities:
Bank overdraft. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (604,570) 29,131
Principal payments on long-term debt. . . . . . . . . . . . . . . . . . . (799,602) (1,253,944)
Distributions to limited partners . . . . . . . . . . . . . . . . . . . . (9,599,400) (23,200,725)
Distributions to general partners . . . . . . . . . . . . . . . . . . . . (81,821) (234,351)
------------ -----------
Net cash provided by (used in) financing activities . . . . . . . . (11,085,393) (24,659,889)
------------ -----------
Net increase (decrease) in cash and cash equivalents. . . . . . . . (5,417,837) (25,336,097)
Cash and cash equivalents, beginning of year. . . . . . . . . . . . 10,946,150 30,504,207
------------ -----------
Cash and cash equivalents, end of period. . . . . . . . . . . . . . $ 5,528,313 5,168,110
============ ===========
Supplemental disclosure of cash flow information:
Cash paid for mortgage and other interest . . . . . . . . . . . . . . . . $ 4,769,387 5,583,001
============ ===========
Non-cash investing and financing activities:
Sale of investment property:
Total sales proceeds, net of selling expenses . . . . . . . . . . . . $ 8,632,944 --
Principal balance due on mortgage payable . . . . . . . . . . . . . . (4,061,350) --
------------ -----------
Cash proceeds from sale of investment properties,
net of selling expenses . . . . . . . . . . . . . . . . . . . . $ 4,571,594 --
============ ===========
Disposition of investment property:
Balance due on long-term debt cancelled . . . . . . . . . . . . . . . $ 22,054,561 --
Discount on long-term debt cancelled. . . . . . . . . . . . . . . . . (4,220,143) --
Reduction of current assets and liabilities . . . . . . . . . . . . . 515,904 --
Reduction of investment property. . . . . . . . . . . . . . . . . . . (15,700,569) --
------------ -----------
Non-cash gain recognized due to lender realizing
upon security . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,649,753 --
============ ===========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1996 AND 1995
(UNAUDITED)
GENERAL
Readers of this quarterly report should refer to the Partnership's
audited financial statements for the year ended December 31, 1995 which are
included in the Partnership's 1995 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 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.
Statement of Financial Accounting Standards No. 121 was adopted by the
Partnership on January 1, 1996.
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, 1996 and for the nine months ended
September 30, 1996 and 1995 were as follows:
Unpaid at
September 30,
1996 1995 1996
-------- ------- -------------
Property management
and leasing fees . . . . . . $113,242 285,727 171,556
Management fees to
corporate general
partner. . . . . . . . . . . 55,557 -- --
Insurance commissions . . . . 20,652 36,598 --
Reimbursement (at cost)
for out-of-pocket
salary and salary-
related expenses
related to on-site and
other costs for the
Partnership and its
investment properties. . . . 80,917 147,635 66,181
-------- ------- -------
$270,368 469,960 237,737
======== ======= =======
Effective January 1, 1994, certain officers and directors of the
Corporate General Partner acquired interests in a company which, among
other things, has provided and continues to provide certain property
management services to the remaining property owned by the Partnership.
Such acquisition had no effect on the fees payable by the Partnership under
any existing agreements with such company. The fees earned by such company
from the Partnership were $26,478 and $27,225 for the nine months ended
September 30, 1996 and 1995, respectively.
STONYBROOK APARTMENTS
On May 23, 1996, the Partnership, through the Stonybrook Partners
Limited Partnership joint venture, sold the land and related improvements
known as the Stonybrook Apartments I & II. The purchaser was 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 $8,632,944 (after deducting selling costs). A portion
of the sales proceeds was utilized to retire the mortgage debt with an
outstanding balance of $4,061,350. As a result of the sale, the
Partnership recognized a gain of $4,436,943, net of venture partner's
share, for financial reporting purposes and expects to recognize a gain of
approximately $7,700,000 for Federal income tax purposes in 1996.
The property was classified as held for sale or disposition as of
January 1, 1996 and therefore was not subject to continued depreciation.
The accompanying consolidated financial statements include $784,019 and
$1,363,030 of revenues and $541,545 and $1,084,562 of operating expenses
relative to the property for the nine months ended September 30, 1996 and
1995. The property had a net carrying value of $4,165,027 at December 31,
1995.
PERMIAN MALL
In anticipation of necessary major repairs and potential leasing
costs, the Partnership initiated discussions with the mortgage lender
regarding a modification of the loan. The Partnership was unable to secure
any such modification. Due to these facts, the Partnership was unable to
pay the 1995 real estate taxes assessed on the property in the amount of
$770,000 due in January, 1996 nor did it remit all of the scheduled debt
service payments since December 1995. Consequently, the Partnership
received a notice of default from the lender in February 1996, and as a
result, the lender then realized upon its security on April 2, 1996. As a
result of the disposition of the property, the Partnership recognized a
gain of $2,643,751, net of venture partner's share, for financial reporting
purposes and expects to realize a gain of approximately $14,800,000 for
Federal income tax purposes in 1996 with no corresponding distributable
proceeds.
The property was classified as held for sale or disposition as of
January 1, 1996 and therefore was not subject to continued depreciation.
The accompanying consolidated financial statements include $1,887,439 and
$4,686,614 of revenues and $1,600,031 and $4,965,408 of operating expenses
relative to the property for the nine months ended September 30, 1996 and
1995. The property had a net carrying value of $15,700,569 at December 31,
1995.
NATIONAL CITY CENTER
A tenant, who occupies approximately 66,000 square feet (12.5% of the
building), and whose lease is scheduled to expire in late 1996, had
informed the venture that it intended to vacate a major portion
(approximately 41,000 square feet) of its space upon expiration of its
existing lease. The venture and the tenant have since reached a tentative
agreement in which the tenant will extend occupancy of their entire space
until early 1997 and renew a portion of the space (approximately 20,000
square feet) for four years upon expiration of their current lease.
However, there can be no assurance that the venture will be able to
finalize this renewal agreement or what the terms of any such renewal will
be.
In addition, the venture was notified in August 1995 of the intention
of a tenant (who occupied approximately 12,500 square feet and was
operating a restaurant on the building's plaza level) to terminate its
current lease effective August 31, 1996. Upon termination, the tenant paid
the venture a lease termination fee of $45,000. The venture is currently
exploring its options and is negotiating with several replacement
restaurant tenants. However, there can be no assurance a replacement
tenant will be obtained.
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,
1996 and for the three and nine months ended September 30, 1996 and 1995.
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 the Partnership's
investments.
During 1966 some of the Limited Partners in the Partnership received
from unaffiliated third parties two unsolicited tender offers to purchase
up to 7,639 and 7,840 Interests in the Partnership at $50 and $55 per
Interest, respectively. The Partnership recommended against acceptance of
these offers on the basis that, among other things, the offer price was
inadequate. Such offers expired with approximately 1,324 Interests being
purchased by such unaffiliated third parties pursuant to such offers. In
addition, the Partnership has, from time to time, received inquires from
other third parties that may consider making offers for Interests,
including requests for the list of Limited Partners in the Partnership.
These inquiries are generally preliminary in nature. 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. 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.
The Special Committee has retained independent counsel to advise it in
connection with any potential tender offers for Interests and has retained
Lehman Brothers Inc. as financial advisor to assist the Special Committee
in evaluating and responding to any additional potential tender offers for
Interests.
In May 1996, the Partnership paid a distribution of previously
undistributed sales proceeds of $4,800,150 ($30 per interest) to the
Limited Partners and $48,486 to the General Partners and an operating
distribution of $800,250 ($5 per interest) to the Limited Partners and
$33,335 to the General Partners. In August 1996, the Partnership
distributed approximately $4,000,000 ($25 per interest) to the Limited
Partners of proceeds related to the sale of the Stonybrook Apartments. At
September 30, 1996, the Partnership had cash and cash equivalents of
approximately $5,528,000. Such funds are available for distribution
subject to future capital improvements and working capital requirements.
The General Partners of the Partnership expect to be able to conduct
an orderly liquidation of its remaining investment property as quickly as
practicable. Therefore, the affairs of the Partnership are expected to be
wound up no later than 1999 (sooner if the property is sold or disposed of
in the near term), barring unforeseen economic developments. Without a
dramatic improvement in market conditions, the Limited Partners will
receive substantially less than half of their original investment.
RESULTS OF OPERATIONS
Significant variances between periods reflected in the accompanying
consolidated financial statements are the result of the lender realizing
upon its security in the Permian Mall in April 1996 and the sale of the
Stonybrook Apartments in May 1996.
The decrease in cash and cash equivalents at September 30, 1996 as
compared to December 31, 1995 is primarily due to the distributions of
sales proceeds and cash flow from operations as discussed above. This was
partially offset by the cash proceeds received (approximately $4,500,000)
from the sale of the Stonybrook Apartments.
The decrease in escrow deposits at September 30, 1996 as compared to
December 31, 1995 is primarily due to the release of funds from escrow to
the National City Center venture as reimbursement for tenant improvements.
The decrease in accounts payable at September 30, 1996 as compared to
December 31, 1996 is primarily due to the January 1996 repayment of a
$604,570 bank overdraft in the Partnership's bank account at December 1995.
The decrease in interest income for the nine months ended September
30, 1996 as compared to the same period in 1995 is primarily due to the
temporary investment of the First Interstate sale proceeds (approximately
$23,000,000) prior to the distribution to the partners in February 1995 and
to the distribution of sales proceeds and operations in 1996 as discussed
above.
The decrease in venture partner's share of venture's operations for
the three and nine months ended September 30, 1996 as compared to the same
period in 1995 is primarily due to the sale of Carlyle Seattle's remaining
interest in First Interstate in December 1995.
<TABLE>
PART II. OTHER INFORMATION
ITEM 5. OTHER INFORMATION
OCCUPANCY
The following is a listing of approximate occupancy levels by quarter for the Partnership's investment
properties owned during 1996.
<CAPTION>
1995 1996
------------------------------------- ------------------------------
At At At At At At At At
3/31 6/30 9/30 12/31 3/31 6/30 9/30 12/31
---- ---- ---- ----- ---- ---- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1. Stonybrook Apartments
I & II
Tucson, Arizona . . . . 94% 77% 79% 86% 91% N/A N/A
2. Permian Mall
Odessa, Texas. . . . . . 91% 92% 93% 92% 88% N/A N/A
3. National City Center
Office Building
Cleveland, Ohio. . . . . 97% 98% 98% 97% 97% 97% 95%
<FN>
- ------------
An "N/A" indicates that the property was not owned by the Partnership at the end of the quarter.
</TABLE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
3-A. The Prospectus of the Partnership dated June 21, 1982, as
supplemented on August 24, 1982, October 21, 1982, November 1, 1982,
December 22, 1982 and February 18, 1983, as filed with the Commission
pursuant to Rules 424(b) and 424(c), is hereby incorporated herein by
reference to the Partnership's Registration Statement on Form S-11 (File
No. 2-76443) dated June 21, 1982.
3-B. Amended and Restated Agreement of Limited Partnership set
forth as Exhibit A to the Prospectus, is incorporated by reference to the
Partnership's Registration Statement on Form S-11 (File No. 2-76443) dated
June 21, 1982.
3-C. Acknowledgement of rights and duties of the General Partners
of the Partnership between ABPP Associates, L.P. (a successor Associated
General Partner of the Partnership) and JMB Realty Corporation as of
December 31, 1995 is hereby incorporated herein by reference to the
Partnership's report for June 30, 1996 on Form 10-Q (File No. 0-12433)
dated August 9, 1996.
4-A. Mortgage loan agreement between Carlyle/National City
Associates and New York Life Insurance Company dated November 15, 1983,
relating to the National City Center Office Building is hereby incorporated
herein by reference to the Partnership's report for December 31, 1992 on
Form 10-K (File No. 0-12433) dated March 19, 1993.
4-B. Amended and Restated Promissory Note, dated April 30, 1994,
between Carlyle/National City Associates and New York Life Insurance
Company relating to the National City Center Office Building is hereby
incorporated herein by reference to the Partnership's report for March 31,
1994 on Form 10-Q (File No. 0-12433) dated May 11, 1994.
4-C. Bondowner, Borrower, Remarketing Agent, Issuer and Trustee
Waiver, Appointment of and Acceptance by Successor Remarketing Agent,
Bondowner Election to Retain Bonds and Notice of Remarketing Rate, dated
October 1, 1994 relating to the refinancing of the first mortgage note
relating to the Stonybrook Apartments II is hereby incorporated by
reference to the Partnership's report for December 31, 1995 on Form 10-K
(File No. 0-12433) dated March 27, 1995.
10-A. Acquisition documents including the venture agreement
relating to the purchase by the Partnership of an interest in the National
City Center Office Building in Cleveland, Ohio are hereby incorporated by
reference to the Partnership's report on Form 8-K (File No. 2-76443), dated
August 8, 1983.
10-B. Letter Agreement Regarding Option Closing 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 January 26, 1996 on Form 8-K
(File No. 0-12433) dated December 15, 1995.
10-C. Assignment and Assumption of Partnership Interest between
Carlyle Seattle Associates and Wright Runstad Properties, L.P. is hereby
incorporated herein by reference to the Partnership's report for January
26, 1996 on Form 8-K (File No. 0-12433) dated December 15, 1995.
10-D. Sale documents and exhibits thereto relating to the
Partnership's sale of the Stonybrook Apartments in Tucson, Arizona is
hereby incorporated herein by reference to the Partnership's report for
June 30, 1996 on Form 10-Q (File No. 0-12433) dated August 9, 1996.
10-E. Substitute Trustee's deed and bill of sale related to the
Partnership's disposition of the Permian Mall in Odessa, Texas is hereby
incorporated herein by reference to the Partnership's report for June 30,
1996 on Form 10-Q (File No. 0-12433) dated August 9, 1996.
27. Financial Data Schedule
(b) No reports on Form 8-K have been filed during the last quarter of
the period covered by this report.
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 - XII
BY: JMB Realty Corporation
(Corporate General Partner)
By: GAILEN J. HULL
Gailen J. Hull, Senior Vice President
Date: November 8, 1996
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 8, 1996
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
REGISTRANT'S FORM 10-Q FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
INCLUDED IN SUCH REPORT.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1996
<CASH> 5,528,313
<SECURITIES> 0
<RECEIVABLES> 1,757,706
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 7,286,019
<PP&E> 91,451,374
<DEPRECIATION> 31,671,277
<TOTAL-ASSETS> 68,820,002
<CURRENT-LIABILITIES> 2,921,210
<BONDS> 54,580,452
<COMMON> 0
0
0
<OTHER-SE> 10,620,397
<TOTAL-LIABILITY-AND-EQUITY> 68,820,002
<SALES> 13,560,854
<TOTAL-REVENUES> 13,987,071
<CGS> 0
<TOTAL-COSTS> 7,525,993
<OTHER-EXPENSES> 589,295
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,840,638
<INCOME-PRETAX> 1,031,145
<INCOME-TAX> 0
<INCOME-CONTINUING> 880,890
<DISCONTINUED> 7,080,694
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 7,961,584
<EPS-PRIMARY> 49.10
<EPS-DILUTED> 49.10
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