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 June 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
JUNE 30, 1997 AND DECEMBER 31, 1996
(UNAUDITED)
ASSETS
------
<CAPTION>
JUNE 30, DECEMBER 31,
1997 1996
------------- -----------
<S> <C> <C>
Current assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . $ 7,417,162 6,667,839
Interest, rents and other receivables . . . . . . . . . . . . . . . 194,699 68,860
Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . . . . . -- 59,345
Escrow deposits . . . . . . . . . . . . . . . . . . . . . . . . . . 1,510,277 1,964,692
------------ ------------
Total current assets. . . . . . . . . . . . . . . . . . . . 9,122,138 8,760,736
------------ ------------
Investment properties held for sale or disposition. . . . . . . . . . 59,305,975 59,086,511
------------ ------------
Deferred expenses . . . . . . . . . . . . . . . . . . . . . . . . . . 293,515 319,838
Accrued rents receivable. . . . . . . . . . . . . . . . . . . . . . . 759,142 819,823
Escrow deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . 612,300 612,300
------------ ------------
$ 70,093,070 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)
-----------------------------------------------------
JUNE 30, DECEMBER 31,
1997 1996
------------- -----------
Current liabilities:
Current portion of long-term debt . . . . . . . . . . . . . . . . . $ 1,223,614 1,172,876
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . 333,563 552,586
Accrued interest. . . . . . . . . . . . . . . . . . . . . . . . . . 259,141 266,075
Accrued real estate taxes . . . . . . . . . . . . . . . . . . . . . 1,617,543 1,864,657
Unearned rents. . . . . . . . . . . . . . . . . . . . . . . . . . . 143,068 691,250
------------ ------------
Total current liabilities. . . . . . . . . . . . . . . . . . . 3,576,929 4,547,444
Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . . 305 305
Long-term debt, less current portion. . . . . . . . . . . . . . . . . 53,653,094 54,277,855
------------ ------------
Commitments and contingencies
Total liabilities. . . . . . . . . . . . . . . . . . . . . . . 57,230,328 58,825,604
Venture partner's equity in venture . . . . . . . . . . . . . . . . . 924,711 628,277
Partners' capital accounts (deficits):
General partners:
Capital contributions . . . . . . . . . . . . . . . . . . . . . . 1,000 1,000
Cumulative net earnings (losses). . . . . . . . . . . . . . . . . (7,903,088) (7,974,796)
Cumulative cash distributions . . . . . . . . . . . . . . . . . . (900,049) (900,049)
------------ ------------
(8,802,137) (8,873,845)
------------ ------------
Limited partners:
Capital contributions, net of offering costs. . . . . . . . . . . 141,003,683 141,003,683
Cumulative net earnings (losses). . . . . . . . . . . . . . . . . (67,415,574) (69,136,570)
Cumulative cash distributions . . . . . . . . . . . . . . . . . . (52,847,941) (52,847,941)
------------ ------------
20,740,168 19,019,172
------------ ------------
Total partners' capital accounts (deficits) . . . . . . . . . 11,938,031 10,145,327
------------ ------------
$ 70,093,070 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 SIX MONTHS ENDED JUNE 30, 1997 AND 1996
(UNAUDITED)
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30 JUNE 30
-------------------------- --------------------------
1997 1996 1997 1996
----------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
Income:
Rental income . . . . . . . . . . . . . . . . $ 3,778,730 3,963,574 7,242,764 9,478,143
Interest income . . . . . . . . . . . . . . . 84,537 156,920 176,189 307,299
----------- ---------- ---------- ----------
3,863,267 4,120,494 7,418,953 9,785,442
----------- ---------- ---------- ----------
Expenses:
Mortgage and other interest . . . . . . . . . 1,164,680 1,740,914 2,339,646 3,645,289
Depreciation. . . . . . . . . . . . . . . . . -- 644,287 -- 1,280,691
Property operating expenses . . . . . . . . . 1,680,632 1,628,667 2,631,996 4,019,583
Professional services . . . . . . . . . . . . 48,223 65,630 93,839 165,759
Amortization of deferred expenses . . . . . . 16,086 15,519 31,981 31,578
Management fees to corporate
general partner . . . . . . . . . . . . . . -- 55,557 -- 55,557
General and administrative. . . . . . . . . . 124,235 111,538 232,353 235,903
----------- ---------- ---------- ----------
3,033,856 4,262,112 5,329,815 9,434,360
----------- ---------- ---------- ----------
Operating earnings (loss). . . . . . . . 829,411 (141,618) 2,089,138 351,082
Venture partner's share of
venture's operations. . . . . . . . . . . . . (129,911) (42,491) (296,434) (97,679)
----------- ---------- ---------- ----------
Net operating earnings (loss). . . . . . 699,500 (184,109) 1,792,704 253,403
Gain on sale or disposition
of investment properties, net
of venture partners' share. . . . . . . . . . -- 7,080,695 -- 7,080,695
----------- ---------- ---------- ----------
Net earnings (loss) . . . . . . . . . . $ 699,500 6,896,586 1,792,704 7,334,098
=========== ========== ========== ==========
<PAGE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED STATEMENTS OF OPERATIONS - CONTINUED
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30 JUNE 30
-------------------------- --------------------------
1997 1996 1997 1996
----------- ---------- ----------- ----------
Net earnings (loss) per limited
partnership interests:
Net operating earnings (loss) . . . . $ 4.20 (1.10) 10.76 1.52
Gain on sale or disposition of
investment properties, net. . . . . -- 43.81 -- 43.81
----------- ---------- ---------- ----------
$ 4.20 42.71 10.76 45.33
=========== ========== ========== ==========
Cash distributions per
limited partnership
interest . . . . . . . . . . . . . . . $ -- 35.00 -- 35.00
=========== ========== ========== ==========
<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
SIX MONTHS ENDED JUNE 30, 1997 AND 1996
(UNAUDITED)
<CAPTION>
1997 1996
------------ ------------
<S> <C> <C>
Cash flows from operating activities:
Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,792,704 7,334,098
Items not requiring (providing) cash:
Depreciation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -- 1,280,691
Amortization of deferred expenses . . . . . . . . . . . . . . . . . . . 31,981 31,578
Amortization of discount on long-term debt. . . . . . . . . . . . . . . -- 79,333
Venture partners' share of ventures' operations . . . . . . . . . . . . 296,434 104,610
Total gain on sale or disposition of investment properties. . . . . . . -- (7,087,626)
Changes in:
Interest, rents and other receivables . . . . . . . . . . . . . . . . . (125,839) 253,368
Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . 59,345 116,454
Escrow deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . (270,289) (89,295)
Accrued rents receivable. . . . . . . . . . . . . . . . . . . . . . . . 60,681 36,547
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . (219,023) (104,330)
Accrued interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . (6,934) (15,327)
Accrued real estate taxes . . . . . . . . . . . . . . . . . . . . . . . (247,114) 153,354
Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . . . -- (11,331)
Unearned rents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . (548,182) (79,095)
------------ ------------
Net cash provided by (used in) operating activities . . . . . . . . 823,764 2,003,029
------------ ------------
Cash flows from investing activities:
Additions to investment properties. . . . . . . . . . . . . . . . . . . . (219,464) (1,077,064)
Escrow deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (95,615) (156,366)
Tenant improvement costs reimbursements from escrow . . . . . . . . . . . 820,319 91,794
Payment of deferred expenses. . . . . . . . . . . . . . . . . . . . . . . (5,658) --
Cash proceeds from sale of investment property. . . . . . . . . . . . . . -- 4,571,594
------------ ------------
Net cash provided by (used in) investing activities . . . . . . . 499,582 3,429,958
------------ ------------
<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. . . . . . . . . . . . . . . . . . . (574,023) (527,404)
Distributions to limited partners . . . . . . . . . . . . . . . . . . . . -- (5,600,175)
Distributions to general partners . . . . . . . . . . . . . . . . . . . . -- (81,412)
------------ ------------
Net cash provided by (used in) financing activities . . . . . . . . (574,023) (6,813,561)
------------ ------------
Net increase (decrease) in cash and cash equivalents. . . . . . . . 749,323 (1,380,574)
Cash and cash equivalents, beginning of year. . . . . . . . . . . . 6,667,839 10,946,150
------------ ------------
Cash and cash equivalents, end of period. . . . . . . . . . . . . . $ 7,417,162 9,565,576
============ ============
Supplemental disclosure of cash flow information:
Cash paid for mortgage and other interest . . . . . . . . . . . . . . . . $ 2,346,580 3,581,283
============ ============
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 . . . . . . . . . . . . . -- 868,896
Reduction of investment property. . . . . . . . . . . . . . . . . . . -- (15,700,569)
------------ -----------
Non-cash gain recognized due to lender realizing
upon security . . . . . . . . . . . . . . . . . . . . . . . . . $ -- 3,002,745
============ ===========
<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
JUNE 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 $1,863,296 and $789,141,
respectively, for the six months ended June 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 June 30, 1997 and for the six months ended June 30,
1997 and 1996 were as follows:
<PAGE>
Unpaid at
June 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 18,052 --
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. . . . 33,753 54,089 26,639
------- ------- -------
$54,322 240,940 198,195
======= ======= =======
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 $16,671 and $17,652 for the six months ended June
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 has 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 joint venture
has learned that the lender sold the property 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.
<PAGE>
NATIONAL CITY CENTER
At the National City Center Office Building located in Cleveland,
Ohio, a tenant who occupied approximately 66,000 square feet (12.5% of the
building) whose lease expired in late 1996 informed the Partnership that it
intended to vacate a portion (approximately 45,000 square feet) upon
expiration of its existing lease. In the fourth quarter of 1996, the
venture and the tenant reached an agreement in which the tenant delayed
downsizing its space until February 1997 and extended the term of the
remaining space (approximately 21,000 square feet) until late 2000 at a
slightly higher rate. In addition, a tenant (who occupied approximately
12,500 square feet and was operating a restaurant on the building's plaza
level) terminated its lease effective August 31, 1996. Upon termination,
the tenant was required to pay the venture a lease termination fee of
$45,000. In January 1997, the Carlyle/National City venture collected the
termination fee from the tenant. The venture is currently exploring its
options and is 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). This will result in
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 is currently marketing the property for sale.
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 June 30, 1997
and for the three and six months ended June 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 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 two unsolicited tender offers to
purchase up to 4.9% of the Interests in the Partnership between $50 and $75
per Interest. The Partnership recommended against acceptance of these
offers on the basis that, among other things, the offer price was
inadequate. Such offers have expired. As of the date of this report, the
Partnership is aware that 3.87% 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 June 30, 1997, the Partnership and its consolidated venture had
cash and cash equivalents of approximately $7,417,000. The Partnership's
share of such funds are available for 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 is currently marketing the National City
Center Office Building for sale. 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 as well as the resolution of the Yerba Buena lawsuit discussed in
the footnotes above. Without a dramatic improvement in market conditions,
the Limited Partners will receive substantially less than half of their
original investment from all sources.
RESULTS OF OPERATIONS
The decrease in prepaid expenses at June 30, 1997 as compared to
December 31, 1997 is primarily due to the timing of payment of certain
insurance premiums at the National City Center.
The increase of cash and cash equivalents and the corresponding
decrease in escrow deposits at June 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 offset by additional funding into the
escrow account.
The decrease in accounts payable at June 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 June 30, 1997 as compared
to December 31, 1996 is primarily due to timing of payments for real estate
taxes. The decrease is also due to the reassessment of the building
resulting in a decrease in the 1996 taxes which are payable in 1997.
The decrease in unearned rents at June 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 June 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 six months ended June 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 periods reflected in the
accompanying consolidated statements of operations 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 interest income for the three and six months ended
June 30, 1997 as compared to the same period 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%
</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: August 8, 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: August 8, 1997
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
REGISTRANT'S FORM 10-Q FOR THE SIX MONTHS ENDED JUNE 30, 1997 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
INCLUDED IN SUCH REPORT.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-1997
<CASH> 7,417,162
<SECURITIES> 0
<RECEIVABLES> 1,704,976
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 9,122,138
<PP&E> 59,305,975
<DEPRECIATION> 0
<TOTAL-ASSETS> 70,093,070
<CURRENT-LIABILITIES> 3,576,929
<BONDS> 53,653,094
<COMMON> 0
0
0
<OTHER-SE> 11,938,031
<TOTAL-LIABILITY-AND-EQUITY>70,093,070
<SALES> 7,242,764
<TOTAL-REVENUES> 7,418,953
<CGS> 0
<TOTAL-COSTS> 2,663,977
<OTHER-EXPENSES> 326,192
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,339,646
<INCOME-PRETAX> 2,089,138
<INCOME-TAX> 0
<INCOME-CONTINUING> 1,792,704
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,792,704
<EPS-PRIMARY> 10.76
<EPS-DILUTED> 10.76
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