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, 1997 Commission 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 [ ]
<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 5. Other Information. . . . . . . . . . . . . . . . 14
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . 15
<PAGE>
<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, 1997 AND DECEMBER 31, 1996
(UNAUDITED)
ASSETS
------
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1997 1996
------------- -----------
<S> <C> <C>
Current assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . $ 7,554,704 6,667,839
Interest, rents and other receivables . . . . . . . . . . . . . . . 37,835 68,860
Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . . . . . 91,117 59,345
Escrow deposits . . . . . . . . . . . . . . . . . . . . . . . . . . 1,311,617 1,964,692
------------ ------------
Total current assets. . . . . . . . . . . . . . . . . . . . 8,995,273 8,760,736
------------ ------------
Investment property held for sale or disposition. . . . . . . . . . . 59,471,804 59,086,511
------------ ------------
Deferred expenses . . . . . . . . . . . . . . . . . . . . . . . . . . 285,945 319,838
Accrued rents receivable. . . . . . . . . . . . . . . . . . . . . . . 728,534 819,823
Escrow deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . 612,300 612,300
------------ ------------
$ 70,093,856 69,599,208
============ ============
<PAGE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED BALANCE SHEETS - CONTINUED
LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
-----------------------------------------------------
SEPTEMBER 30, DECEMBER 31,
1997 1996
------------- -----------
Current liabilities:
Current portion of long-term debt . . . . . . . . . . . . . . . . . $ 1,249,801 1,172,876
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . 299,359 552,586
Accrued interest. . . . . . . . . . . . . . . . . . . . . . . . . . 261,899 266,075
Accrued real estate taxes . . . . . . . . . . . . . . . . . . . . . 1,274,936 1,864,657
Unearned rents. . . . . . . . . . . . . . . . . . . . . . . . . . . 17,942 691,250
------------ ------------
Total current liabilities. . . . . . . . . . . . . . . . . . . 3,103,937 4,547,444
Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . . 305 305
Long-term debt, less current portion. . . . . . . . . . . . . . . . . 53,330,651 54,277,855
------------ ------------
Commitments and contingencies
Total liabilities. . . . . . . . . . . . . . . . . . . . . . . 56,434,893 58,825,604
Venture partner's equity in venture . . . . . . . . . . . . . . . . . 1,041,864 628,277
Partners' capital accounts (deficits):
General partners:
Capital contributions . . . . . . . . . . . . . . . . . . . . . . 1,000 1,000
Cumulative net earnings (losses). . . . . . . . . . . . . . . . . (7,875,925) (7,974,796)
Cumulative cash distributions . . . . . . . . . . . . . . . . . . (900,049) (900,049)
------------ ------------
(8,774,974) (8,873,845)
------------ ------------
Limited partners:
Capital contributions, net of offering costs. . . . . . . . . . . 141,003,683 141,003,683
Cumulative net earnings (losses). . . . . . . . . . . . . . . . . (66,763,669) (69,136,570)
Cumulative cash distributions . . . . . . . . . . . . . . . . . . (52,847,941) (52,847,941)
------------ ------------
21,392,073 19,019,172
------------ ------------
Total partners' capital accounts (deficits) . . . . . . . . . 12,617,099 10,145,327
------------ ------------
$ 70,093,856 69,599,208
============ ============
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
(UNAUDITED)
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
-------------------------- --------------------------
1997 1996 1997 1996
----------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
Income:
Rental income . . . . . . . . . . . . . . . . $ 3,496,724 3,709,865 10,739,488 13,560,854
Interest income . . . . . . . . . . . . . . . 103,793 118,131 279,982 426,217
----------- ---------- ---------- ----------
3,600,517 3,827,996 11,019,470 13,987,071
----------- ---------- ---------- ----------
Expenses:
Mortgage and other interest . . . . . . . . . 1,166,802 1,195,349 3,506,448 4,840,638
Depreciation. . . . . . . . . . . . . . . . . -- 648,516 -- 1,929,207
Property operating expenses . . . . . . . . . 1,523,954 1,511,203 4,155,950 5,549,697
Professional services . . . . . . . . . . . . 4,031 9,806 97,870 175,565
Amortization of deferred expenses . . . . . . 16,528 15,511 48,509 47,089
Management fees to corporate
general partner . . . . . . . . . . . . . . -- -- -- 55,557
General and administrative. . . . . . . . . . 92,981 122,270 325,334 358,173
----------- ---------- ---------- ----------
2,804,296 3,502,655 8,134,111 12,955,926
----------- ---------- ---------- ----------
Operating earnings (loss). . . . . . . . 796,221 325,341 2,885,359 1,031,145
Venture partner's share of
venture's operations. . . . . . . . . . . . . (117,153) (52,576) (413,587) (150,256)
----------- ---------- ---------- ----------
Net operating earnings (loss). . . . . . 679,068 272,765 2,471,772 880,889
Gain on sale or disposition
of investment properties, net
of venture partners' share. . . . . . . . . . -- -- -- 7,080,695
----------- ---------- ---------- ----------
Net earnings (loss) . . . . . . . . . . $ 679,068 272,765 2,471,772 7,961,584
=========== ========== ========== ==========
<PAGE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED STATEMENTS OF OPERATIONS - CONTINUED
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
-------------------------- --------------------------
1997 1996 1997 1996
----------- ---------- ----------- ----------
Net earnings (loss) per limited
partnership interests:
Net operating earnings (loss) . . . . $ 4.07 1.64 14.83 5.29
Gain on sale or disposition of
investment properties, net. . . . . -- -- -- 43.81
----------- ---------- ---------- ----------
$ 4.07 1.64 14.83 49.10
=========== ========== ========== ==========
Cash distributions per
limited partnership
interest . . . . . . . . . . . . . . . $ -- 25.00 -- 60.00
=========== ========== ========== ==========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
(UNAUDITED)
<CAPTION>
1997 1996
------------ ------------
<S> <C> <C>
Cash flows from operating activities:
Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,471,772 7,961,584
Items not requiring (providing) cash:
Depreciation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -- 1,929,207
Amortization of deferred expenses . . . . . . . . . . . . . . . . . . . 48,509 47,089
Amortization of discount on long-term debt. . . . . . . . . . . . . . . -- 79,333
Venture partners' share of ventures' operations and gain on
sale or disposition of investment properties. . . . . . . . . . . . . 413,587 157,187
Total gain on sale or disposition of investment properties. . . . . . . -- (7,087,626)
Changes in:
Interest, rents and other receivables . . . . . . . . . . . . . . . . . 31,025 (118,777)
Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . (31,772) (342)
Escrow deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . (14,260) 249,780
Accrued rents receivable. . . . . . . . . . . . . . . . . . . . . . . . 91,289 59,050
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . (253,227) (261,163)
Accrued interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . (4,176) (8,082)
Accrued real estate taxes . . . . . . . . . . . . . . . . . . . . . . . (589,721) (218,860)
Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . . . (12,201)
Unearned rents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . (673,308) --
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . -- (9,226)
------------ ------------
Net cash provided by (used in) operating activities . . . . . . . . 1,489,718 2,766,953
------------ ------------
Cash flows from investing activities:
Additions to investment properties. . . . . . . . . . . . . . . . . . . . (385,293) (1,528,236)
Escrow deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (152,984) (142,755)
Tenant improvement cost reimbursements from escrow. . . . . . . . . . . . 820,319 --
Payment of deferred expenses. . . . . . . . . . . . . . . . . . . . . . . (14,616) --
Cash proceeds from sale of investment property. . . . . . . . . . . . . . -- 4,571,594
------------ ------------
Net cash provided by (used in) investing activities . . . . . . . 267,426 2,900,603
------------ ------------
<PAGE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
1997 1996
------------ ------------
Cash flows from financing activities:
Bank overdraft. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -- (604,570)
Principal payments on long-term debt. . . . . . . . . . . . . . . . . . . (870,279) (799,602)
Distributions to limited partners . . . . . . . . . . . . . . . . . . . . -- (9,599,400)
Distributions to general partners . . . . . . . . . . . . . . . . . . . . -- (81,821)
------------ ------------
Net cash provided by (used in) financing activities . . . . . . . . (870,279) (11,085,393)
------------ ------------
Net increase (decrease) in cash and cash equivalents. . . . . . . . 886,865 (5,417,837)
Cash and cash equivalents, beginning of year. . . . . . . . . . . . 6,667,839 10,946,150
------------ ------------
Cash and cash equivalents, end of period. . . . . . . . . . . . . . $ 7,554,704 5,528,313
============ ============
Supplemental disclosure of cash flow information:
Cash paid for mortgage and other interest . . . . . . . . . . . . . . . . $ 3,510,624 4,769,387
============ ============
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>
<PAGE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1997 AND 1996
(UNAUDITED)
GENERAL
Readers of this quarterly report should refer to the Partnership's
audited financial statements for the year ended December 31, 1996 which are
included in the Partnership's 1996 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.
The Partnership adopted Statement of Financial Accounting Standards
No. 121 "Accounting for the Impairment of Long-Lived Assets and for Long-
Lived Assets to be Disposed of" ("SFAS 121") as required in the first
quarter of 1996. The Partnership's policy is to consider a property to be
held for sale or disposition when the Partnership committed to a plan to
sell such property and active marketing activity has commenced or is
expected to commence in the near term. In accordance with SFAS 121, any
properties identified as "held for sale or disposition" are no longer
depreciated. As of December 31, 1996, the Partnership committed to a plan
to sell the National City Center investment property. Accordingly, this
property has been classified as held for sale or disposition in the
accompanying consolidated financial statements. The results of operations,
net of venture partners' share, for such property and for properties sold
or disposed during the past two years were $2,599,691 and $1,474,345,
respectively, for the nine months ended September 30, 1997 and 1996.
During the second quarter of 1997, Statements of Financial Accounting
Standards No. 128 ("Earnings per Share") and No. 129 ("Disclosure of
Information about Capital Structure") were issued. As the Partnership's
capital structure only has general and limited partnership interests, the
Partnership does not expect any significant impact on its consolidated
financial statements upon adoption of these standards when required at the
end of 1997.
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, 1997 and for the nine months ended
September 30, 1997 and 1996 were as follows:
<PAGE>
Unpaid at
September 30,
1997 1996 1997
------- ------- -------------
Property management
and leasing fees . . . . . . $ -- 113,242 171,556
Management fees to
corporate general
partner. . . . . . . . . . . -- 55,557 --
Insurance commissions . . . . 20,569 20,652 --
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. . . . 50,611 80,917 24,660
------- ------- -------
$71,180 270,368 196,216
======= ======= =======
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 $25,007 and $26,478 for the nine months ended
September 30, 1997 and 1996, respectively.
YERBA BUENA OFFICE BUILDING
In June 1992, title to the Yerba Buena Office Building in San
Francisco, California was transferred to the lender by the joint venture (a
partnership comprised of the Partnership, two other limited partnerships
sponsored by the Partnership's Corporate General Partner and four
unaffiliated limited partners). In return for a transition of title and
management of the property, the joint venture negotiated the right to share
in future sale or refinancing proceeds, if any, above certain specified
levels. In addition, the joint venture had a right of first opportunity to
purchase the property during the time frame of June 1995 through May 1998
should the lender wish to market the property for sale. The lender sold
the property to an unaffiliated third party during 1996 without having
given the joint venture its right of first opportunity. The joint venture
has filed a suit against the lender for breach of its obligations. There
are no assurances that the joint venture will recover any amounts as a
result of this action.
PERMIAN MALL
The lender which held the mortgage secured by this investment property
realized upon its security in April 1996. In 1997, the Partnership
received a bankruptcy settlement related to a prior tenant at the Permian
Mall. The amount of the settlement was approximately $153,000.
Additionally, the Partnership has title to a small parcel of land at the
Permian Mall, which was not encumbered by the mortgage. The Partnership is
currently exploring its options related to such outparcel, including
marketing the outparcel for sale. However, there can be no assurance that
any such sale will occur or that it will net any substantial proceeds.
<PAGE>
NATIONAL CITY CENTER
Occupancy at the property is 90% at September 30, 1997.The venture is
currently seeking replacement tenants for the vacant space in the building.
However, there can be no assurance that any replacement tenants will be
obtained.
In the first quarter of 1997, the venture successfully appealed its
1995 and 1994 real estate taxes and received a refund of approximately
$270,000. Additionally, the venture was informed that it had successfully
appealed its 1996 real estate taxes (payable in 1997). The result was a
decrease in real estate taxes of approximately $165,000. However, portions
of such refunds will cause the issuance of rent credits to the tenants as
the tenants are generally responsible for their allocable portion of the
real estate taxes pursuant to their lease agreements.
The venture has been marketing the property for sale and has reached
an agreement in principle to sell the property to an unaffiliated third
party which is expected to close by the end of 1997. However, the sale is
subject to various contingencies including final documentation and
therefore there can be no assurance that a sale transaction will be
completed in the near term with this or any other purchaser. If the sale
was completed on the proposed terms, the venture would recognize in 1997 a
gain for financial reporting and Federal income tax purposes, approximately
86.3% of which would be allocated to the Partnership.
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,
1997 and for the three and nine months ended September 30, 1997 and 1996.
<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 consolidated
financial statements for additional information concerning the
Partnership's investments.
During 1996 and 1997 some of the Limited Partners in the Partnership
received from unaffiliated third parties unsolicited tender offers to
purchase up to 4.9% of the Interests in the Partnership between $50 and
$105 per Interest. The Partnership recommended against acceptance of these
offers on the basis that, among other things, the offer prices were
inadequate. All but one of such offers have expired and the remaining
offer is scheduled to expire in mid November, 1997. As of the date of this
report, the Partnership is aware that 5.65% of the Interests have been
purchased by such 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. 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.
At September 30, 1997, the Partnership and its consolidated venture
had cash and cash equivalents of approximately $7,555,000. The
Partnership's share of such funds are available for distributions to
partners, 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. The Partnership has reached an agreement in principle to sell
National City Center Office Building by the end of 1997. If the property
is sold in 1997, the Partnership will use its best efforts to terminate in
1997. The timing of such termination will depend upon, among other things,
the actual date of closing of a National City Center sale as well as the
resolution of the Yerba Buena lawsuit discussed in the notes to the
accompanying consolidated financial statements. It is anticipated that the
Limited Partners will receive less than half of their original investment
from all sources.
RESULTS OF OPERATIONS
The increase of cash and cash equivalents and the corresponding
decrease in escrow deposits at September 30, 1997 as compared to December
31, 1996 is primarily due to the approximately $820,000 reimbursement for
tenant improvement costs and payment of real estate tax from escrow
accounts at the National City Center, partially offset by additional
funding into the escrow account.
The increase in prepaid expenses at September 30, 1997 as compared to
December 31, 1996 is due to the prepayment of insurance expense at the
National City Center.
The decrease in accounts payable at September 30, 1997 as compared to
December 31, 1996 is primarily due to the timing of payments for certain
expenses at the National City Center.
<PAGE>
The decrease in accrued real estate taxes at September 30, 1997 as
compared to December 31, 1996 is primarily due to timing of payments for
real estate taxes related to the National City Center. The decrease is
also due to the reassessment of the property resulting in a decrease in the
1996 taxes which are payable in 1997.
The decrease in unearned rents at September 30, 1997 as compared to
December 31, 1996 is primarily due to the timing of payments for rents at
the National City Center.
The increase in venture partner's equity in venture as of September
30, 1997 as compared to December 31, 1996 and related increase in venture
partner's share of venture's operations and decrease in depreciation for
the three and nine months ended September 30, 1997 as compared to the same
period in 1996 is primarily due to the classification of the National City
Center as assets held for sale as of December 31, 1996 and therefore not
subject to continued depreciation.
Significant variances between the nine months ended September 30, 1997
and the nine months ended September 30, 1996 not otherwise reported herein
are primarily the result of the sale of the Stonybrook Apartments in May
1996 and the lender realizing upon its security in the Permian Mall in
April 1996.
The decrease in rental income for the three months ended September 30,
1997 as compared to the three months ended September 30, 1996 is primarily
due to a lower average occupancy rate at National City Center as a result
of the termination of one tenant in August 1996 and an additional tenant
vacating a portion of its space in February 1997.
The decrease in interest income for the three and nine months ended
September 30, 1997 as compared to the same periods in 1996 is primarily due
to a reduction in the Partnership's average invested cash balances
primarily due to the distribution of previously undistributed sales
proceeds and cash flow from operations in May 1996.
<PAGE>
<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 1997.
<CAPTION>
1996 1997
------------------------------------- ------------------------------
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>
National City Center
Office Building
Cleveland, Ohio . . . . . . 97% 97% 95% 95% 89% 89% 90%
</TABLE>
<PAGE>
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.
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.
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.
<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 - XII
BY: JMB Realty Corporation
(Corporate General Partner)
By: GAILEN J. HULL
Gailen J. Hull, Senior Vice President
Date: November 12, 1997
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 12, 1997
<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, 1997 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-31-1997
<PERIOD-END> SEP-30-1997
<CASH> 7,554,704
<SECURITIES> 0
<RECEIVABLES> 1,440,569
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 8,995,273
<PP&E> 59,471,804
<DEPRECIATION> 0
<TOTAL-ASSETS> 70,093,856
<CURRENT-LIABILITIES> 3,103,937
<BONDS> 53,330,651
<COMMON> 0
0
0
<OTHER-SE> 12,617,099
<TOTAL-LIABILITY-AND-EQUITY>70,093,856
<SALES> 10,739,488
<TOTAL-REVENUES> 11,019,470
<CGS> 0
<TOTAL-COSTS> 4,204,459
<OTHER-EXPENSES> 423,204
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,506,448
<INCOME-PRETAX> 2,885,359
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<INCOME-CONTINUING> 2,471,772
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<NET-INCOME> 2,471,772
<EPS-PRIMARY> 14.83
<EPS-DILUTED> 14.83
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