SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the fiscal year
ended December 31, 1998 Commission file no. 0-12433
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XII
(Exact name of registrant as specified in its charter)
Illinois 36-3149589
(State of organization) (I.R.S. Employer Identification No.)
900 N. Michigan Ave., Chicago, Illinois 60611
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code 312-915-1987
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
- ------------------- ------------------------
None None
Securities registered pursuant to Section 12(g) of the Act:
LIMITED PARTNERSHIP INTERESTS
(Title of class)
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 [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K [ X ]
State the aggregate market value of the voting stock held by non-affiliates
of the registrant. Not applicable.
Documents incorporated by reference: None
<PAGE>
TABLE OF CONTENTS
Page
----
PART I
Item 1. Business . . . . . . . . . . . . . . . . . . . . 1
Item 2. Properties . . . . . . . . . . . . . . . . . . . 5
Item 3. Legal Proceedings. . . . . . . . . . . . . . . . 5
Item 4. Submission of Matters to a Vote of
Security Holders . . . . . . . . . . . . . . . . 5
PART II
Item 5. Market for the Partnership's Limited
Partnership Interests and
Related Security Holder Matters. . . . . . . . . 5
Item 6. Selected Financial Data. . . . . . . . . . . . . 6
Item 7. Management's Discussion and
Analysis of Financial Condition
and Results of Operations. . . . . . . . . . . . 8
Item 7A. Quantitative and Qualitative
Disclosures About Market Risk. . . . . . . . . . 9
Item 8. Financial Statements and
Supplementary Data . . . . . . . . . . . . . . . 10
Item 9. Changes in and Disagreements
with Accountants on Accounting
and Financial Disclosure . . . . . . . . . . . . 28
PART III
Item 10. Directors and Executive Officers
of the Partnership . . . . . . . . . . . . . . . 28
Item 11. Executive Compensation . . . . . . . . . . . . . 31
Item 12. Security Ownership of Certain
Beneficial Owners and Management . . . . . . . . 32
Item 13. Certain Relationships and
Related Transactions . . . . . . . . . . . . . . 33
PART IV
Item 14. Exhibits, Financial Statement Schedules,
and Reports on Form 8-K. . . . . . . . . . . . . 33
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . 35
i
<PAGE>
PART I
ITEM 1. BUSINESS
Unless otherwise indicated, all references to "Notes" are to Notes to
Consolidated Financial Statements contained in this report. Capitalized
terms used herein, but not defined, have the same meanings as used in the
Notes.
The registrant, Carlyle Real Estate Limited Partnership - XII (the
"Partnership"), was a limited partnership formed in late 1981 and governed
by the Revised Uniform Limited Partnership Act of the State of Illinois to
invest in improved income-producing commercial and residential real
property. The Partnership sold $160,000,000 in Limited Partnership
Interests (the "Interests"), to the public pursuant to a Registration
Statement on Form S-11 under the Securities Act of 1933 (Registration No.
2-76443). A total of 160,000 Interests were sold to the public at $1,000
per Interest. The offering closed on April 19, 1983. No holder of
Interests (herein after "Holder" or "Holders of Interests") made any
additional capital contribution after such date. The Holders of Interests
of the Partnership shared in their portion of the benefits of ownership of
the Partnership's real property investments according to the number of
Interests held.
The Partnership was engaged solely in the business of the acquisition,
operation and sale and disposition of equity real estate investments. Such
equity investments had been held by fee title, leasehold estates and/or
through joint venture partnership interests. All of the Partnership's
investments in real estate have been sold. A presentation of information
about industry segments, geographic regions, raw materials or seasonality
was not applicable and would not have been material to an understanding of
the Partnership's business taken as a whole. At sale of a particular
property, the net proceeds, if any, were generally distributed or
reinvested in existing properties rather than invested in acquiring
additional properties. As discussed further in Item 7, the Partnership
made a final liquidating cash distribution of $3,719,767 to the holders of
Interests and $27,332 to the General Partners and wound up its affairs and
dissolved effective December 31, 1998.
The Partnership made the real property investments set forth in the
following table:
<PAGE>
<TABLE>
<CAPTION>
Name, Type of Property Date of
and Location Size Purchase Sale or Disposal Date Type of Ownership
- ---------------------- ---- -------- ---------------------- ---------------------
<S> <C> <C> <C> <C>
1. Country Square
Apartments
Carrollton, Texas. . 434 units 9-30-82 2-2-93 fee ownership of land
and improvements
(through joint
venture partnership)
2. Timberline
Apartments
Denver, Colorado . . 200 units 11-1-82 7-25-90 fee ownership of land
and improvements
3. Summerfield/Oak-
ridge Apartments
Aurora, Colorado . . 472 units 12-1-82 1-3-91 fee ownership of land
and improvements
(through joint
venture partnership)
4. Arbor Town
Apartments-I
Arlington, Texas . . 200 units 12-29-82 11-26-84 fee ownership of land
and improvements
5. Arbor Town
Apartments-II
Arlington, Texas . . 202 units 11-1-82 11-26-84 fee ownership of land
and improvements
6. Sierra Pines
Apartments
Houston, Texas . . . 404 units 3-31-82 7-29-93 fee ownership of land
and improvements
7. Presidio West
Apartments-II
Houston, Texas . . . 400 units 9-16-82 1-1-86 fee ownership of land
and improvements
8. Meadows South-
west Apartments
Houston, Texas . . . 384 units 4-1-82 12-28-90 fee ownership of land
and improvements
9. The Crossing
Apartments
Houston, Texas . . . 366 units 8-1-82 7-29-93 fee ownership of land
and improvements
<PAGE>
Name, Type of Property Date of
and Location Size Purchase Sale or Disposal Date Type of Ownership
- ---------------------- ---- -------- ---------------------- ---------------------
10. Stonybrook
Apartments-I & II
Tucson, Arizona . . 411 units 10-1-82 5-23-96 fee ownership of land
and improvements
(through joint venture
partnership) (a)(b)
11. First Interstate
Center
Seattle,
Washington. . . . . 921,000 3-10-82 12-15-95 fee ownership of
sq.ft. improvements and
n.r.a. and ground leasehold
interest (through joint
venture partnership)
12. Carrara Place
Office Building
Englewood,
Colorado. . . . . . 233,000 11-23-82 12-8-94 fee ownership of land
sq.ft. and improvements
n.r.a. (through joint venture
partnership)
13. San Mateo
Fashion Island
San Mateo,
California. . . . . 832,000 9-10-82 12-31-86 fee ownership of land
sq.ft. and improvements and
g.l.a. ground leasehold
interest in land
14. Permian Mall
Odessa, Texas . . . 665,000 12-28-82 4-2-96 fee ownership of land
sq.ft. and improvements (a)
g.l.a.
15. National City
Center Office
Building
Cleveland, Ohio . . 786,400 7-27-83 12-18-97 fee ownership of land
sq.ft. and improvements
n.r.a. (through joint
venture partnership)
(a) (b)
<PAGE>
Name, Type of Property Date of
and Location Size Purchase Sale or Disposal Date Type of Ownership
- ---------------------- ---- -------- ---------------------- ---------------------
16. Yerba Buena
West Office
Building
San Francisco,
California. . . . . 268,000 8-30-85 6-24-92 fee ownership of land
sq.ft. and improvements
n.r.a. (through joint venture
partnership)(a)
<FN>
- ---------------
(a) This property has been sold or disposed. Reference is made to the Notes for a description of the sale or
disposition of such real property investment.
(b) Reference is made to the Notes for a description of the joint venture partnership through which the
Partnership made this real property investment.
</TABLE>
<PAGE>
The Partnership's real property investments were subject to
competition from similar types of properties (including properties owned by
affiliates of the General Partners) in the vicinities in which they were
located. Such competition was generally for the retention of existing
tenants. Additionally, the Partnership was in competition for new tenants.
Reference is made to Item 7.
The terms of transactions between the Partnership, the General
Partners and their affiliates are set forth in Item 11 below to which
reference is hereby made for a description of such terms and transactions.
ITEM 2. PROPERTIES
The Partnership owned directly or through joint venture partnerships
the property or interest in the property referred to under Item 1 above to
which reference is hereby made for a description of said property.
ITEM 3. LEGAL PROCEEDINGS
At the time of liquidation, the Partnership was not subject to any
pending material legal proceedings.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of security holders during
1997 and 1998.
PART II
ITEM 5. MARKET FOR THE PARTNERSHIP'S LIMITED PARTNERSHIP INTERESTS
AND RELATED SECURITY HOLDER MATTERS
Immediately prior to the dissolution of the Partnership, there were
15,740 record Holders of Interests of the Partnership. There had been no
public market for Interests and it had not been anticipated that a public
market for Interests would develop. Upon request, the Corporate General
Partner provided information relating to a prospective transfer of
Interests to an investor desiring to transfer his Interests. The price
paid for the Interests, as well as any other economic aspects of the
transaction, was subject to negotiation by the investor.
Reference is made to Item 6 below for a discussion of cash distribu-
tions made to the Holders of Interests.
Reference is made to Item 7 below for a discussion of unsolicited
tender offers received from unaffiliated third parties.
The Partnership made a final liquidating cash distribution to its
Holders of Interests, wound up its affairs and dissolved effective
December 31, 1998.
<PAGE>
<TABLE>
ITEM 6. SELECTED FINANCIAL DATA
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
YEAR ENDED DECEMBER 31, 1998 (IMMEDIATELY PRIOR TO FINAL LIQUIDATING DISTRIBUTION) AND YEARS ENDED
DECEMBER 31, 1997, 1996, 1995 AND 1994
(NOT COVERED BY INDEPENDENT AUDITORS' REPORT)
<CAPTION>
1998 1997 1996 1995 1994
------------- ------------- ----------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Total income . . . . . . . . $ 517,376 13,953,548 17,687,780 23,238,472 43,570,909
============ =========== =========== =========== ===========
Earnings (loss) before
gain on sale or dispo-
sition of investment
properties. . . . . . . . . $ (1,228,750) 2,486,816 405,819 (707,698) (2,916,402)
Gain on sale or
disposition of
investment properties,
or interest in investment
properties, net of
venture partners' share . . -- 17,031,847 7,080,695 15,690,781 30,614,901
Extraordinary items . . . . -- -- -- -- (675,062)
------------ ----------- ----------- ----------- -----------
Net earnings (loss). . . . . $ (1,228,750) 19,518,663 7,486,514 14,983,083 27,023,437
============ =========== =========== =========== ===========
Net earnings (loss)
per limited part-
nership interest (b):
Earnings (loss) before
gain on sale or dispo-
sition of investment
properties. . . . . . . . $ (7.16) 14.92 2.44 (4.25) (17.50)
Gain on sale or
disposition of
investment properties,
or interest in invest-
ment properties, net
of venture partners'
share . . . . . . . . . . -- 56.61 43.81 97.08 189.42
Extraordinary items. . . . -- -- -- -- (4.18)
------------ ----------- ----------- ----------- -----------
Net earnings
(loss) . . . . . . . $ (7.16) 71.53 46.25 92.83 167.74
============ =========== =========== =========== ===========
<PAGE>
1998 1997 1996 1995 1994
------------- ------------- ----------- ------------ ------------
Total assets . . . . . . . . $ 3,747,099 34,436,873 69,599,208 95,288,548 125,013,528
============ =========== =========== =========== ===========
Long-term debt . . . . . . . $ -- -- 54,277,855 59,465,831 93,051,656
============ =========== =========== =========== ===========
Cash distributions
per Interest (c)(d). . . . $ 160.00 -- 60.00 145.00 --
============ =========== =========== =========== ===========
<FN>
- -------------
(a) The above selected financial data should be read in conjunction with the consolidated financial
statements and the related notes appearing elsewhere in this annual report.
(b) The net earnings (loss) per Interest is based upon the number of Interests outstanding at the end of each
year.
(c) Cash distributions from the Partnership were generally not equal to Partnership income (loss) for
financial reporting or Federal income tax purposes. Each Partner's taxable income (loss) from the Partnership in
each year was equal to his allocable share of the taxable income (loss) of the Partnership. Accordingly, cash
distributions to the Holders of Interest since the inception of the Partnership have not resulted in taxable
income to such Holders and have therefore represented a return of capital.
(d) This amount does not include the final liquidating cash distribution of $3,719,767 ($23.25 per Interest)
to its Holders of Interests and $27,332 to the General Partners paid by the Partnerships on December 31, 1998.
</TABLE>
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
As a result of the public offering of Interests as described in
Item 1, the Partnership had approximately $141,004,000 (after deducting
selling expenses and other offering costs) with which to make investments
in income-producing commercial and residential real property, to pay legal
fees and other costs (including acquisition fees) related to such invest-
ments and to satisfy working capital requirements. Portions of such
proceeds were utilized to acquire the properties described in Item 1 above.
The board of directors of JMB Realty Corporation ("JMB"), the
Corporate General Partner of the Partnership, 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 retained independent counsel to advise it in connection
with any potential tender offers for Interests and retained Lehman Brothers
Inc. as financial advisor to assist the Special Committee in evaluating and
responding to any additional potential tender offers for Interests.
During 1996 and 1997, some of the Holders of Interests in the
Partnership received from unaffiliated third parties unsolicited tender
offers to purchase up to 4.9% of the Interests in the Partnership at
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. Such offers expired. As of the date of this
report, the Partnership is aware that 6.58% of the Interests were purchased
by such unaffiliated third parties either pursuant to such tender offers or
through negotiated purchases.
The Partnership's last remaining investment property, the National
City Center Office Building, was sold in December 1997. As is customary in
such transactions, Carlyle/National City agreed to certain representations,
warranties and covenants with a stipulated survival period which expired
December 17, 1998. No liability was incurred by Carlyle/National City or
the Partnership.
In 1998, Carlyle/National City distributed proceeds from the sale of
National City Center office building to the Partnership's venture partner
in an amount totaling $4,061,122. In February 1998, the Partnership made a
distribution of sales proceeds related to the sale of National City Center
office building of $20,798,700 ($130 per interest) to the Holders of
Interests. Additionally, in February 1998, the Partnership made a
distribution of $4,799,700 ($30 per interest) to the Holders of Interests
and $199,987 to the General Partners from Partnership operational cash
flows and reserves, including those from offering proceeds.
Pursuant to the terms of the Partnership Agreement, the General
Partners were required to contribute $801,550 to the Partnership upon
liquidation of the Partnership, such amount representing the restoration of
the deficit balances (as defined) in the General Partners' capital
accounts. Also, pursuant to the terms of the Partnership Agreement, the
General Partners were required to return previously distributed sale and
refinancing proceeds of $308,696 as the Holders of Interests had not
received their initial contributed capital plus a stipulated return
thereon.
The Partnership made a final liquidating cash distribution of
$3,719,767 ($23.25 per Interest) to its Holders of Interests and $27,332 to
the General Partners and wound up its affairs and dissolved effective
December 31, 1998.
<PAGE>
RESULTS OF OPERATIONS
Significant fluctuations between periods reflected in the accompanying
consolidated financial statements not otherwise reported are primarily the
result of the sale of the National City Center Office Building in December
1997, the sale of Stonybrook Apartments in May 1996 and the lender
realizing upon its security in the Permian Mall in April 1996.
The decrease in cash and cash equivalents and venture partner's equity
in venture at December 31, 1998 as compared to December 31, 1997 is
primarily due to Carlyle/National City making distributions in 1998 of the
proceeds from the sale of National City Center office building to the
Partnership's affiliated venture partner of $4,061,122. Additionally, the
decrease in cash and cash equivalents is due to the February 1998
distribution of sales proceeds related to the sale of National City Center
office building of $20,798,700 ($130 per interest) to the Holders of
Interests and a distribution of $4,799,700 ($30 per interest) to the
Holders of Interests and $199,987 to the General Partners from Partnership
operational cash flow and reserves, including those from offering proceeds.
The decreases in depreciation and increase in venture partners' share
of ventures' operations for the year ended December 31, 1997 as compared to
the year ended December 31, 1996 are 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, as of such date.
The increase in professional services for the year ended December 31,
1998 as compared to the years ended December 31, 1997 and 1996 is primarily
due to the legal fees incurred related to the Yerba Buena litigation
discussed in the Notes.
The litigation related expense for the year ended December 31, 1998 is
the agreed upon amount paid to the Yerba Buena joint venture in respect of
its estimated liabilities related to the Yerba Buena litigation discussed
in the Notes.
Management fees to corporate general partner for the year ended
December 31, 1998 reflect the fees paid related to the 1998 distributions
from Partnership operational cash flow and reserves.
INFLATION
Due to the decrease in the level of inflation in recent years,
inflation generally has not had a material effect on the operations of the
Partnership. Inflation in future periods is not applicable since the
Partnership wound up its affairs and dissolved effective December 31, 1998.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Partnership wound up its affairs and dissolved in 1998. As a
result, there is no meaningful disclosure for this item.
YEAR 2000
The Partnership wound up its affairs and dissolved in 1998.
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
INDEX
Independent Auditors' Report
Consolidated Balance Sheets, December 31, 1998 (Immediately prior
to final liquidating distribution) and December 31, 1997
Consolidated Statements of Operations, year ended December 31,
1998 (Immediately prior to final liquidating distribution)
and years ended December 31, 1997 and 1996
Consolidated Statements of Partners' Capital Accounts (Deficit),
year ended December 31, 1998 (Immediately prior to final
liquidating distribution) and years ended December 31, 1997 and 1996
Consolidated Statements of Cash Flows, year ended December 31,
1998 (Immediately prior to final liquidating distribution),
and years ended December 31, 1997 and 1996
Notes to Consolidated Financial Statements
SCHEDULES NOT FILED:
All schedules have been omitted as the required information is inap-
plicable or the information is presented in the consolidated financial
statements or related notes.
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Partners
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XII:
We have audited the consolidated financial statements of Carlyle Real
Estate Limited Partnership - XII (a limited partnership) and consolidated
ventures as listed in the accompanying index. These consolidated financial
statements are the responsibility of the General Partners of the
Partnership. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by the General Partners of the
Partnership, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for
our opinion.
In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the financial position of
Carlyle Real Estate Limited Partnership - XII and consolidated ventures at
December 31, 1998 (immediately prior to final liquidating distribution) and
1997, and the results of their operations and their cash flows for each of
the years in the three-year period ended December 31, 1998, in conformity
with generally accepted accounting principles.
KPMG LLP
Chicago, Illinois
February 12, 1999
<PAGE>
<TABLE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1998 (IMMEDIATELY PRIOR TO FINAL LIQUIDATING DISTRIBUTION)
AND DECEMBER 31, 1997
ASSETS
------
<CAPTION>
1998 1997
------------ -----------
<S> <C> <C>
Current assets:
Cash and cash equivalents. . . . . . . . . . . . . . . . . . . . . . . . $ 3,747,099 34,078,416
Interest, rents and other receivables. . . . . . . . . . . . . . . . . . -- 358,457
------------ -----------
Total current assets. . . . . . . . . . . . . . . . . . . . . . . . 3,747,099 34,436,873
------------ -----------
$ 3,747,099 34,436,873
============ ===========
<PAGE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED BALANCE SHEETS - CONTINUED
LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
-----------------------------------------------------
1998 1997
------------ -----------
Current liabilities:
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ -- 754,294
------------ -----------
Total current liabilities . . . . . . . . . . . . . . . . . . . . . -- 754,294
Commitments and contingencies
------------ -----------
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . -- 754,294
Venture partner's equity in venture. . . . . . . . . . . . . . . . . . . . -- 4,018,589
Partners' capital accounts (deficit):
General partners:
Capital contributions. . . . . . . . . . . . . . . . . . . . . . . . . 802,550 1,000
Cumulative net earnings. . . . . . . . . . . . . . . . . . . . . . . . 16,122 99,049
Cumulative cash distributions. . . . . . . . . . . . . . . . . . . . . (791,340) (900,049)
------------ -----------
27,332 (800,000)
------------ -----------
Limited partners:
Capital contributions, net of offering costs . . . . . . . . . . . . . 141,003,683 141,003,683
Cumulative net losses. . . . . . . . . . . . . . . . . . . . . . . . . (58,837,575) (57,691,752)
Cumulative cash distributions. . . . . . . . . . . . . . . . . . . . . (78,446,341) (52,847,941)
------------ -----------
3,719,767 30,463,990
------------ -----------
Total partners' capital accounts (deficits) . . . . . . . . . . . . 3,747,099 29,663,990
------------ -----------
$ 3,747,099 34,436,873
============ ===========
<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
YEAR ENDED DECEMBER 31, 1998 (IMMEDIATELY PRIOR TO FINAL LIQUIDATING DISTRIBUTION)
AND YEARS ENDED DECEMBER 31, 1997 AND 1996
<CAPTION>
1998 1997 1996
------------ ------------ ------------
<S> <C> <C> <C>
Income:
Rental and other income. . . . . . . . . . . . . . . . $ 107,906 13,507,001 17,181,310
Interest income. . . . . . . . . . . . . . . . . . . . 409,470 446,547 506,470
------------ ----------- -----------
517,376 13,953,548 17,687,780
------------ ----------- -----------
Expenses:
Mortgage and other interest. . . . . . . . . . . . . . -- 4,495,800 6,025,827
Depreciation . . . . . . . . . . . . . . . . . . . . . -- -- 2,573,900
Property operating expenses. . . . . . . . . . . . . . 18,666 5,924,002 7,873,109
Management fees to corporate general partner . . . . . 378,865 -- 55,557
Professional services. . . . . . . . . . . . . . . . . 543,641 149,150 243,600
Litigation related expense . . . . . . . . . . . . . . 339,378 -- --
Amortization of deferred expenses. . . . . . . . . . . -- 62,706 62,600
General and administrative . . . . . . . . . . . . . . 423,043 405,027 366,474
------------ ----------- -----------
1,703,593 11,036,685 17,201,067
------------ ----------- -----------
(1,186,217) 2,916,863 486,713
Venture partners' share of ventures'
operations . . . . . . . . . . . . . . . . . . . . . . (42,533) (430,047) (80,894)
------------ ----------- -----------
Earnings (loss) before gain on sale or
disposition of investment properties. . . . . . (1,228,750) 2,486,816 405,819
Gain on sale or disposition of investment properties,
net of venture partners' share . . . . . . . . . . . . -- 17,031,847 7,080,695
------------ ----------- -----------
Net earnings (loss). . . . . . . . . . . . . . . $ (1,228,750) 19,518,663 7,486,514
============ =========== ===========
<PAGE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED STATEMENTS OF OPERATIONS - CONTINUED
1998 1997 1996
------------ ------------ ------------
Net earnings (loss) per limited
partnership interest:
Earnings (loss) before gain on sale
or disposition of investment
properties . . . . . . . . . . . . . . . . $ (7.16) 14.92 2.44
Gain on sale or disposition
of investment properties,
net of venture partner's share . . . . . . -- 56.61 43.81
------------ ----------- -----------
Net earnings (loss). . . . . . . . . . . . . . . $ (7.16) 71.53 46.25
============ =========== ===========
<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 PARTNERS' CAPITAL ACCOUNTS (DEFICIT)
YEAR ENDED DECEMBER 31, 1998 (IMMEDIATELY PRIOR TO FINAL LIQUIDATING DISTRIBUTION)
AND YEARS ENDED DECEMBER 31, 1997 AND 1996
<CAPTION>
GENERAL PARTNERS LIMITED PARTNERS
------------------------------------------------ -------------------------------------------------------
CONTRI-
BUTIONS
NET CASH NET OF NET
CONTRI- EARNINGS DISTRI- OFFERING EARNINGS CASH
BUTIONS (LOSS) BUTIONS TOTAL COSTS (LOSS) DISTRIBUTIONS TOTAL
------- ---------- ---------- ----------- ----------- ----------- ------------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance
(deficit)
Decem-
ber 31,
1995. . . . $1,000 (8,061,836) (818,228) (8,879,064) 141,003,683 (76,536,044) (43,248,541) 21,219,098
Net earnings
(loss). . . -- 87,040 -- 87,040 -- 7,399,474 -- 7,399,474
Cash dis-
tribution
($60 per
Limited
Partner
interest) . -- -- (81,821) (81,821) -- -- (9,599,400) (9,599,400)
-------- ---------- -------- ---------- ----------- ----------- ----------- ----------
Balance
(deficit)
Decem-
ber 31,
1996. . . . 1,000 (7,974,796) (900,049) (8,873,845) 141,003,683 (69,136,570) (52,847,941) 19,019,172
Net earnings
(loss). . . 8,073,845 -- 8,073,845 -- 11,444,818 -- 11,444,818
Cash dis-
tribution
($0 per
Limited
Partner
interest) . -- -- -- -- -- -- -- --
-------- ---------- -------- ---------- ----------- ----------- ----------- ----------
<PAGE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL ACCOUNTS (DEFICIT) - CONTINUED
GENERAL PARTNERS LIMITED PARTNERS
------------------------------------------------ -------------------------------------------------------
CONTRI-
BUTIONS
NET CASH NET OF NET
CONTRI- EARNINGS DISTRI- OFFERING EARNINGS CASH
BUTIONS (LOSS) BUTIONS TOTAL COSTS (LOSS) DISTRIBUTIONS TOTAL
------- ---------- ---------- ----------- ----------- ----------- ------------- -----------
Balance
(deficit)
Decem-
ber 31,
1997. . . . 1,000 99,049 (900,049) (800,000) 141,003,683 (57,691,752) (52,847,941) 30,463,990
Capital
contri-
butions . .801,550 -- -- 801,550 -- -- -- --
Net earnings
(loss). . . -- (82,927) -- (82,927) -- (1,145,823) -- (1,145,823)
Cash dis-
tributions
($160 per
Limited
Partner
interest
(a)). . . . -- -- 108,709 108,709 -- -- (25,598,400) (25,598,400)
-------- ---------- -------- ---------- ----------- ----------- ----------- ----------
Balance
(deficit)
Decem-
ber 31,
1998. . . .$802,550 16,122 (791,340) 27,332 141,003,683 (58,837,575) (78,446,341) 3,719,767
======== ========== ======== ========== =========== =========== =========== ==========
<FN>
(a) General Partners' amount reflects a distribution to the General Partners of ($199,987) and a return of sale
distributions from the General Partners of $308,696.
<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
YEAR ENDED DECEMBER 31, 1998 (IMMEDIATELY PRIOR TO FINAL LIQUIDATING DISTRIBUTION)
AND YEARS ENDED DECEMBER 31, 1997 AND 1996
<CAPTION>
1998 1997 1996
------------ ------------ -----------
<S> <C> <C> <C>
Cash flows from operating activities:
Net earnings (loss). . . . . . . . . . . . . . . . . . $ (1,228,750) 19,518,663 7,486,514
Items not requiring (providing) cash:
Depreciation . . . . . . . . . . . . . . . . . . . . -- -- 2,573,900
Amortization of deferred expenses. . . . . . . . . . -- 62,706 62,600
Amortization of discount on long-term debt . . . . . -- -- 79,333
Venture partners' share of ventures'
operations and gain on sale or
disposition of investment properties . . . . . . . 42,533 3,390,312 87,825
Total gain on sale or disposition of
investment properties or interests
in investment properties . . . . . . . . . . . . . -- (19,992,112) (7,087,626)
Changes in:
Interest, rents and other receivables. . . . . . . . 358,457 (992,367) (5,710)
Prepaid expenses . . . . . . . . . . . . . . . . . . -- 59,345 39,166
Escrow deposits. . . . . . . . . . . . . . . . . . . -- 979,577 (72,572)
Accrued rents receivable . . . . . . . . . . . . . . -- 819,823 51,122
Accounts payable . . . . . . . . . . . . . . . . . . (754,294) 193,803 (7,635)
Accrued interest . . . . . . . . . . . . . . . . . . -- (266,075) (5,171)
Accrued real estate taxes. . . . . . . . . . . . . . -- (1,864,657) 438,312
Other current liabilities. . . . . . . . . . . . . . -- (691,250) 617,652
Tenant security deposits . . . . . . . . . . . . . . -- -- (12,201)
------------ ------------ -------------
Net cash provided by (used in)
operating activities . . . . . . . . . . . . (1,582,054) 1,217,768 4,245,509
------------ ------------ -------------
<PAGE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
1998 1997 1996
------------ ------------ -----------
Cash flows from investing activities:
Additions to investment properties . . . . . . . . . . -- (579,997) (1,479,343)
Proceeds from sale of investment properties,
net of selling expenses. . . . . . . . . . . . . . . -- 26,371,722 4,571,594
Escrow (deposits) refunds, net . . . . . . . . . . . . -- 1,597,415 (246,999)
Payment of deferred expenses . . . . . . . . . . . . . -- (23,577) (5,657)
------------ ------------ -------------
Net cash provided by (used in)
investing activities . . . . . . . . . . . . -- 27,365,563 2,839,595
------------ ------------ -------------
Cash flows from financing activities:
Bank overdrafts. . . . . . . . . . . . . . . . . . . . -- -- (604,570)
Principal payments on long-term debt . . . . . . . . . -- (1,172,754) (1,077,624)
Distributions to venture partner . . . . . . . . . . . (4,061,122) -- --
Distributions to limited partners. . . . . . . . . . . (25,598,400) -- (9,599,400)
Distributions to general partners. . . . . . . . . . . (199,987) -- (81,821)
Return of sale distributions from general partners . . 308,696 -- --
Contribution from general partners . . . . . . . . . . 801,550 -- --
------------ ------------ -------------
Net cash provided by (used in)
financing activities . . . . . . . . . . . . (28,749,263) (1,172,754) (11,363,415)
------------ ------------ -------------
Net increase (decrease) in cash and
cash equivalents . . . . . . . . . . . . . . (30,331,317) 27,410,577 (4,278,311)
Cash and cash equivalents,
beginning of year. . . . . . . . . . . . . . 34,078,416 6,667,839 10,946,150
------------ ------------ -------------
Cash and cash equivalents,
end of year. . . . . . . . . . . . . . . . . $ 3,747,099 34,078,416 6,667,839
============ ============ =============
<PAGE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
1998 1997 1996
------------ ------------ -----------
Supplemental disclosure of cash flow information:
Cash paid for mortgage and other interest. . . . . . . $ -- 4,761,875 5,951,665
============ ============ =============
Non-cash investing and financing activities:
Disposition of investment properties:
Balance due on mortgage note payable canceled. . . . $ -- -- 22,054,561
Balance due on note payable canceled . . . . . . . . -- -- --
Discount on long-term debt canceled. . . . . . . . . -- -- (4,220,143)
Recognition of deferred gain on sale
of interest in investment property . . . . . . . . -- -- --
Reduction of investment property . . . . . . . . . . -- -- (15,700,569)
Reduction of current assets and liabilities. . . . . -- -- 515,905
Reduction of accrued interest payable. . . . . . . . -- -- --
------------ ------------ -------------
Non-cash gain recognized on
disposition of investment property . . . . . . . $ -- -- 2,649,754
============ ============ =============
Sale of investment properties:
Total sales proceeds,
net of selling expenses. . . . . . . . . . . . . $ -- 80,649,699 8,632,944
Principal balance on loans payable . . . . . . . . -- (54,277,977) (4,061,350)
------------ ------------ -------------
Cash sales proceeds from sale of
investment properties, net of
selling expenses. . . . . . . . . . . . . . $ -- 26,371,722 4,571,594
============ ============ =============
<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
DECEMBER 31, 1998 (IMMEDIATELY PRIOR TO FINAL LIQUIDATING DISTRIBUTION)
AND DECEMBER 31, 1997 AND 1996
OPERATIONS AND BASIS OF ACCOUNTING
GENERAL
The Partnership held (through a joint venture) an equity investment in
an office building located in Ohio. Business activities consisted of
rentals to a variety of commercial and retail companies, and the ultimate
sale of such real estate.
The accompanying consolidated financial statements include the
accounts of the Partnership and its majority-owned ventures, Stonybrook
Partners Limited Partnership ("Stonybrook") (prior to its sale in May
1996), Carlyle/National City Associates ("Carlyle/National City") (prior to
its sale in December 1997). The effect of all transactions between the
Partnership and the consolidated ventures has been eliminated.
The Partnership records were maintained on the accrual basis of
accounting as adjusted for Federal income tax reporting purposes. The
accompanying consolidated financial statements have been prepared from such
records after making appropriate adjustments to present the Partnership's
accounts in accordance with generally accepted accounting principles
("GAAP") and to consolidate the accounts of the ventures as described
above. Such GAAP and consolidation adjustments are not recorded on the
records of the Partnership. The net effect of these items for the year
ended December 31, 1998 (Immediately prior to final liquidating
distribution) and the year ended December 31, 1997 is summarized as
follows:
<PAGE>
<TABLE>
<CAPTION>
1998 1997
------------------------------ ------------------------------
GAAP BASIS TAX BASIS GAAP BASIS TAX BASIS
(UNAUDITED) (UNAUDITED)
------------ ----------- ------------ -----------
<S> <C> <C> <C> <C>
Total assets . . . . . . . . . . . . . $ 3,747,099 3,747,009 34,436,873 49,203,008
Partners' capital accounts
(deficits):
General partners . . . . . . . . . 27,332 27,332 (800,000) (217,650)
Limited partners . . . . . . . . . 3,719,767 3,719,767 30,463,990 49,335,043
Net earnings (loss):
General partners . . . . . . . . . (82,927) (665,277) 8,073,845 3,535,210
Limited partners . . . . . . . . . (1,145,823) (20,016,874) 11,444,818 42,618,671
Net earnings (loss) per
limited partnership
interest . . . . . . . . . . . . . . (7.16) (125.11) 71.53 266.38
============ =========== =========== ===========
</TABLE>
<PAGE>
The net earnings (loss) per limited partnership interest ("Interest")
was based upon the limited partnership interests outstanding at the end of
each year. Also, because net earnings (loss) was computed immediately
prior to dissolution, Holders of Interests may have an additional capital
gain or loss on dissolution depending on the holder's basis for Federal
income tax purposes.
The preparation of financial statements in accordance with GAAP
required the Partnership to make estimates and assumptions that affected
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 have differed from those
estimates.
Statement of Financial Accounting Standards No. 95 requires the
Partnership to present a statement which classifies receipts and payments
according to whether they stem from operating, investing or financing
activities. The required information has been segregated and accumulated
according to the classifications specified in the pronouncement.
Partnership distributions from unconsolidated ventures are considered cash
flow from operating activities only to the extent of the Partnership's
cumulative share of net earnings. In addition, the Partnership records
amounts held in U.S. Government obligations and certificates of deposit at
cost which approximates market. Therefore, for the purposes of these
statements, the Partnership's policy is to consider all such amounts held
with original maturities of three months or less (none and $33,940,437 held
at December 31, 1998 and 1997, respectively) as cash equivalents, which
includes investments in an institutional mutual fund which held U.S.
Government obligations, with any remaining amounts reflected as short-term
investments being held to maturity.
Deferred expenses were comprised principally of deferred leasing
commissions and deferred lease assumption costs which were amortized over
the lives of the related leases and deferred mortgage costs which were
amortized over the term of the related notes.
Although certain leases of the Partnership provided for tenant
occupancy during periods for which no rent was due and/or increases in
minimum lease payments over the term of the lease, the Partnership accrued
rental income for the full period of occupancy on a straight-line basis.
No provision for state or Federal income taxes has been made as the
liability for such taxes is that of the partners rather than the
Partnership. However, in certain instances, the Partnership has been
required under applicable law to remit directly to the taxing authorities
amounts representing withholding from distributions paid to partners.
The Partnership had acquired, either directly or through joint
ventures, ten apartment complexes, four office buildings, and two enclosed
shopping malls. All of the properties have been sold or disposed of by the
Partnership. The cost of the investment properties represented the total
cost to the Partnership and its ventures plus miscellaneous acquisition
costs.
Depreciation on the operating properties had been provided over
estimated useful lives of 5 to 30 years using the straight-line method.
Maintenance and repair expenses were charged to operations as
incurred. Significant betterments and improvements were capitalized and
depreciated over their estimated useful lives.
<PAGE>
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. SFAS 121 requires that the Partnership record an
impairment loss on its properties to be held for investment whenever their
carrying value cannot be fully recovered through estimated undiscounted
future cash flows from their operations and sale. The amount of the
impairment loss to be recognized would be the difference between the
property's carrying value and the property's estimated fair value. The
Partnership's policy was to consider a property to be held for sale or
disposition when the Partnership had 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" were no longer depreciated.
Adjustments for impairment loss for such properties (subsequent to the date
of adoption of SFAS 121) were made in each period as necessary to report
these properties at the lower of carrying value or fair value less costs to
sell. The adoption of SFAS 121 did not have any effect on the
Partnership's financial position, results of operations or liquidity.
The results of operations for consolidated properties, net of venture
partners' share, sold or disposed of during the past three years were
$267,351, $2,703,152 and $728,582, respectively, for the three years ended
December 31, 1998, 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. These standards became
effective for reporting periods after December 15, 1997. As the
Partnership's capital structure only had general and limited partnership
interests, the Partnership did not experience any significant impact on its
consolidated financial statements.
INVESTMENT PROPERTIES
National City Center Office Building
In July 1983, the Partnership acquired, through Carlyle/National City
(a joint venture with Carlyle Real Estate Limited Partnership-XI ("Carlyle-
XI"), a partnership sponsored by the Corporate General Partner of the
Partnership), an interest in an office building in Cleveland, Ohio.
The Partnership made an initial contribution of $35,081,513 to
Carlyle/National City. The terms of the Carlyle/National City venture
agreement provided that the capital contributions, annual cash flow, net
proceeds from sale or refinancing and profit or loss would be allocated or
distributed 86.2745% to the Partnership. The Partnership's net cash
investment in the property was $27,708,692 before the $5,568,354
distribution resulting from the increase in the first mortgage loan.
On December 18, 1997, Carlyle/National City sold the National City
Center Office Building. As the Partnership had committed to a plan to sell
the property, the property was classified as held for sale or disposition
as of December 31, 1996 and therefore was no longer subject to continued
depreciation. The sale price of the land and improvements was $82,150,000.
Cash proceeds, after selling costs and the $54,277,977 mortgage assumed by
the purchaser, was $26,371,722 of which the Partnership's share was
$22,752,070. As a result of the sale, the Partnership recognized a gain of
$17,031,847, net of venture partner's share of $2,960,266, for financial
reporting purposes and a gain of $48,326,193 for Federal income tax
purposes in 1997. In addition, in connection with the sale of this
property and as is customary in such transactions, Carlyle/National City
agreed to certain representations, warranties and covenants with a
stipulated survival period which expired December 17, 1998 with no
liability incurred by Carlyle/National City or the Partnership.
<PAGE>
Yerba Buena Office Building
Due to the default of the joint venture that owned the Yerba Buena
Office Building (a partnership comprised of the Partnership, two other
partnerships sponsored by the Partnership's Corporate General Partner, and
four unaffiliated limited partners) in the payment of required debt
service, the former lender to such joint venture realized on its security
by taking title to the property in June 1992. In return for a smooth
transition of title and management of the property (relative to which the
existing property manager that was affiliated with the Partnership's
Corporate General Partner agreed to continue to manage the property), the
joint venture was able to negotiate, among other things, a right of first
opportunity to purchase the property during the time frame from June 1995
through May 1998 should the lender wish to market the property for sale.
The lender sold the property in 1996. However, the joint venture was not
given an opportunity to purchase the property as required by the previous
settlement with the lender. As previously reported, such joint venture
filed a lawsuit against the lender for breach of its obligations. In June
1998, the court granted the lender's motion for summary judgement and
dismissed the lawsuit. In dismissing the action, the court apparently
relied upon a release given by the management company (an affiliate of the
Partnership's Corporate General Partner) relative to the settlement of its
claims against the lender and the termination of its management contract
for the property. Such settlement was the result of claims made by the
management company in a separate lawsuit, due to the non-payment of
management fees. Though the intent of the management company in providing
the release was confined to matters relative to management only, the court
apparently ruled that it covered the earlier transaction with the joint
venture as well. The joint venture has appealed such dismissal. In
addition, the former lender has filed a claim against the joint venture for
fees expended in the litigation. The Partnership and its affiliated
partners in the joint venture were also exploring the possibility of
transferring their rights in the litigation to the unaffiliated venture
partners for a modest sum. In December 1998, the Partnership, to resolve
its claims and liabilities, paid an agreed upon amount to the joint venture
in respect of its estimated liabilities related to the litigation and
withdrew from the joint venture.
Permian Mall
The lender that held the mortgage secured by the Permian Mall
investment property realized upon its security on April 2, 1996. As the
Partnership had committed to a plan to sell or dispose of the property, the
property was classified as held for sale or disposition as of January 1,
1996 and therefore was not subject to continued depreciation. 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 realized a gain of $14,801,353 for Federal income tax purposes
in 1996 with no corresponding distributable proceeds.
The Partnership had title to a small parcel of undevelopable land at
the Permian Mall, which was not encumbered by the mortgage. In December
1998, the Partnership sold the parcel to the current owner of the Mall for
a negligible sum. The net proceeds of approximately $29,000 are reflected
in rental and other income in the accompanying consolidated financial
statements.
<PAGE>
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. As the Partnership had
committed to a plan to sell or dispose of the property, the property was
classified as held for sale or disposition as of January 1, 1996 and
therefore was not subject to continued depreciation. 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 $4,436,944, net of venture partner's
share, for financial reporting purposes and recognized a gain of $7,716,980
for Federal income tax purposes in 1996.
PARTNERSHIP AGREEMENT
Pursuant to the terms of the Partnership Agreement, net profits and
losses of the Partnership from operations were generally allocated 96% to
the Holders of Interests and 4% to the General Partners. Profits from the
sale or other disposition of investment properties were generally allocated
first to the General Partners in an amount equal to the greater of the
amount distributable to the General Partners as sale or refinancing
proceeds from sale or other disposition of investment properties (as
described below) or 1% of the profits from the sale or refinancing. Losses
from the sale or other disposition of investment properties were generally
allocated 1% to the General Partners. The remaining sale or other
disposition of investment properties profits and losses were generally
allocated to the Holders of Interests.
The Partnership Agreement provided that notwithstanding any allocation
contained in the Agreement, if at any time profits were realized by the
Partnership, any current or anticipated event that would cause the deficit
balance in absolute amount in the Capital Account of the General Partners
to be greater than their share of the Partnership's indebtedness (as
defined) after such event, then the allocation of Profits to the General
Partners would be increased to the extent necessary to cause the deficit
balance in the Capital Account of the General Partners to be no less than
their respective shares of the Partnership's indebtedness (as defined)
after such event. A portion of the 1997 and 1996 Partnership gains/income
for Federal income tax purposes were reallocated to the General Partners in
accordance with this provision. In general, the effect of this provision
is to allow the deferral of the recognition of taxable gain to the Limited
Partners. Such special allocations did not have an effect on total assets,
total partners' capital or net earnings.
The General Partners were not required to make any capital contribu-
tions except under certain limited circumstances upon dissolution and
termination of the Partnership. Accordingly, immediately prior to
termination and dissolution, the General Partners contributed $801,550 to
the Partnership which was included in the final liquidating distribution to
the Holders of Interests. Distributions of "net cash receipts" of the
Partnership were to be allocated 90% to the Limited Partners and 10% to the
General Partners (of which 6.25% constituted a management fee to the
Corporate General Partner for services in managing the Partnership).
Distributions of "sale and refinancing proceeds" were to be allocated 99%
to the Holders of Interests and 1% to the General Partners until receipt by
the Holders of Interests of their initial contributed capital plus a
stipulated return thereon. Thereafter, distributions of "sale and
refinancing proceeds" were to be allocated to the General Partners until
the General Partners had received an amount equal to 3% of the gross sales
prices of any properties sold, then the balance 85% to the Holders of
Interests and 15% to the General Partners. The Holders of Interests were
to receive 100% of such net sale and refinancing proceeds until the Holders
of Interests had received cash distributions of sale or refinancing
proceeds in an amount equal to the Holders of Interests' aggregate initial
capital investment in the Partnership plus a stipulated return thereon. The
<PAGE>
Partnership determined that upon the completion of the liquidation of the
Partnership and the distribution of all Partnership funds, the Holders of
Interests would not receive cash distributions to satisfy these
requirements. The General Partners were required to return all of the 1%
distribution of net sale or refinancing proceeds described above.
Immediately prior to liquidation, the General Partners returned the
$308,696 of previously distributed sale and refinancing proceeds which were
included in the final liquidating distribution to the Holders of Interests.
Allocations among the Partners in the accompanying GAAP basis
financial statements have been made in accordance with the provisions of
the Partnership Agreement. The allocation percentages may differ from year
to year. Differences may therefore result between allocations among the
Partners on the GAAP basis and the tax basis. Such differences would have
no effect on total assets, total Partners' capital or net earnings (loss).
MANAGEMENT AGREEMENTS
Certain of the Partnership's properties were managed by affiliates of
the General Partners or their assignees for fees computed as a percentage
of certain rents received by the properties. In December 1994, one of the
affiliated property managers sold substantially all of its assets and
assigned its interest in its management contracts to an unaffiliated third
party. In addition, certain of the management personnel of the property
manager became management personnel of the purchaser and its affiliates.
The successor to the affiliated property manager was acting as the property
manager of the National City Center Office Building (prior to its sale in
December 1997) and Stonybrook Apartments (prior to its sale in May 1996)
after the assignment of the management contracts on the same terms that
existed prior to the assignment.
TRANSACTIONS WITH AFFILIATES
The Partnership, pursuant to the Partnership Agreement, was 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 December 31, 1998, 1997 and 1996 were as follows:
UNPAID AT
DECEMBER 31,
1998 1997 1996 1998
-------- ------- --------- ------------
Property management
and leasing fees . . . $ -- -- 109,308 --
Management fees to
corporate general
partner . . . . . . . . 378,865 -- 55,557 --
Insurance commissions. . 8,676 20,569 18,966 --
Reimbursement (at cost)
for accounting
services. . . . . . . . 25,767 17,229 8,906 --
Reimbursement (at cost)
for portfolio management
services. . . . . . . . 38,321 36,491 33,775 --
Reimbursement (at cost)
for legal services. . . 16,229 14,161 8,740 --
Reimbursement (at cost)
for administrative
charges and other out-of-
pocket expenses . . . . 15,700 -- 629 --
Partnership winding
up fee. . . . . . . . . 5,240 -- -- --
-------- ------- --------- -------
$488,798 88,450 235,881 --
======== ======= ========= =======
<PAGE>
The General Partners and their affiliates had deferred through
June 30, 1988 payment of certain property management and leasing fees. In
1995, the Partnership paid their share of all previously deferred property
management and leasing fees. The balance of unpaid property management and
leasing fees in the consolidated financial statements at December 31, 1997
reflects the amount due to the General Partners and their affiliates from
the Partnership's affiliated venture partner in the Carlyle/National City
venture which were paid in February of 1998.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
There were no changes of or disagreements with accountants during
fiscal years 1998 and 1997.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE PARTNERSHIP
The Corporate General Partner of the Partnership was JMB Realty
Corporation ("JMB"), a Delaware corporation substantially all of the
outstanding stock of which is owned directly or indirectly, by certain of
its officers, directors and members of their families and affiliates. JMB,
as the Corporate General Partner, had responsibility for all aspects of the
Partnership's operations, subject to the requirement that sales of real
property were to be approved by the Associate General Partner of the
Partnership, ABPP Associates, L.P., an Illinois limited partnership with
JMB as its sole general partner. The limited partners of the Associate
General Partner are generally officers, directors and affiliates of JMB or
its affiliates. The Partnership was subject to certain conflicts of
interest arising out of its relationships with the General Partners and
their affiliates as well as the fact that the General Partners and their
affiliates are engaged in a range of real estate activities. Certain
services were provided to the Partnership or its investment properties by
affiliates of the General Partners, including property management services
and insurance brokerage services. In general, such services were to be
provided on terms no less favorable to the Partnership than could be
obtained from independent third parties and were otherwise subject to
conditions and restrictions contained in the Partnership Agreement. The
Partnership Agreement permitted the General Partners and their affiliates
to provide services to, and otherwise deal and do business with, persons
who may have been engaged in transactions with the Partnership, and
permitted the Partnership to borrow from, purchase goods and services from,
and otherwise to do business with, persons doing business with the General
Partners or their affiliates. The General Partners and their affiliates
may have been in competition with the Partnership under certain
circumstances, including, in certain geographical markets, for tenants
and/or for the sale of property. Because the timing and amount of cash
distributions and profits and losses of the Partnership may have been
affected by various determinations by the General Partners under the
Partnership Agreement, including whether and when to sell a property, the
establishment and maintenance of reasonable reserves and the determination
of the sources (i.e., offering proceeds, cash generated from operations or
sale proceeds) and uses of such reserves, the timing of expenditures and
the allocation of certain tax items under the Partnership Agreement, the
General Partners may have had a conflict of interest with respect to such
determinations.
The names, positions held and length of service therein of each
director and the executive and certain other officers of the Corporate
General Partner are as follows:
<PAGE>
SERVED IN
NAME OFFICE OFFICE SINCE
---- ------ ------------
Judd D. Malkin Chairman 5/03/71
Director 5/03/71
Chief Financial Officer 2/22/96
Neil G. Bluhm President 5/03/71
Director 5/03/71
Burton E. Glazov Director 7/01/71
Stuart C. Nathan Executive Vice President 5/08/79
Director 3/14/73
A. Lee Sacks Director 5/09/88
John G. Schreiber Director 3/14/73
H. Rigel Barber Chief Executive Officer 8/01/93
Executive Vice President 1/02/87
Glenn E. Emig Executive Vice President 1/01/93
Chief Operating Officer 1/01/95
Gary Nickele Executive Vice President 1/01/92
General Counsel 2/27/84
Gailen J. Hull Senior Vice President 6/01/88
Howard Kogen Senior Vice President 1/02/86
Treasurer 1/01/91
There is no family relationship among any of the foregoing directors
or officers. The foregoing directors have been elected to serve a one-year
term until the annual meeting of the Corporate General Partner to be held
on June 2, 1999. All of the foregoing officers have been elected to serve
one-year terms until the first meeting of the Board of Directors held after
the annual meeting of the Corporate General Partner to be held on June 2,
1999. There are no arrangements or understandings between or among any of
said directors or officers and any other person pursuant to which any
director or officer was elected as such.
JMB is the corporate general partner of Carlyle Real Estate Limited
Partnership-XI ("Carlyle-XI"), Carlyle Real Estate Limited Partnership-XIII
("Carlyle-XIII"), Carlyle Real Estate Limited Partnership-XIV
("Carlyle-XIV"), Carlyle Real Estate Limited Partnership-XV ("Carlyle-XV"),
and Carlyle Income Plus, L.P.-II ("Carlyle Income Plus-II") and the
managing general partner of JMB Income Properties, Ltd.-V ("JMB Income-V"),
JMB Income Properties, Ltd.-VII ("JMB Income-VII"), JMB Income Properties,
Ltd.-X ("JMB Income-X"), and JMB Income Properties, Ltd.-XI ("JMB
Income-XI"). JMB is also the sole general partner of the associate general
partner of most of the foregoing partnerships. Most of the foregoing
directors and officers are also officers and/or directors of various
affiliated companies of JMB including Arvida/JMB Managers, Inc. (the
general partner of Arvida/JMB Partners, L.P. ("Arvida")). Most of such
directors and officers are also partners of certain partnerships which are
or were associate general partners in the following real estate limited
partnerships, among others: the Partnership, Carlyle-XI, Carlyle-XIII,
Carlyle-XIV, Carlyle-XV, JMB Income-VII, JMB Income-X, JMB Income-XI, and
Carlyle Income Plus-II.
<PAGE>
The business experience during the past five years of each such
director and officer of the Corporate General Partner of the Partnership in
addition to that described above is as follows:
Judd D. Malkin (age 61) is an individual general partner of JMB
Income-V. Mr. Malkin has been associated with JMB since October, 1969.
Mr. Malkin is also a director of Urban Shopping Centers, Inc., an affiliate
of JMB that is a real estate investment trust in the business of owning,
managing and developing shopping centers. He is a Certified Public
Accountant.
Neil G. Bluhm (age 61) is an individual general partner of JMB
Income-V. Mr. Bluhm has been associated with JMB since August, 1970. Mr.
Bluhm is also a principal of Walton Street Capital L.L.C., which sponsors
real estate investment funds, and a director of Urban Shopping Centers,
Inc. He is a member of the Bar of the State of Illinois and a Certified
Public Accountant.
Burton E. Glazov (age 60) has been associated with JMB since June,
1971 and served as an Executive Vice President of JMB until December 1990.
Mr. Glazov is currently retired. He is a member of the Bar of the State of
Illinois.
Stuart C. Nathan (age 57) has been associated with JMB since July,
1972. He is a member of the Bar of the State of Illinois.
A. Lee Sacks (age 65) has been associated with JMB since December,
1972. He is also President and a director of JMB Insurance Agency, Inc.
John G. Schreiber (age 52) has been associated with JMB since
December, 1970 and served as an Executive Vice President of JMB until
December 1990. Mr. Schreiber is President of Schreiber Investments, Inc.,
which is engaged in the real estate investing business. He is also a
senior advisor and partner of Blackstone Real Estate Advisors, L.P., an
affiliate of the Blackstone Group, L.P. Mr. Schreiber is also a director
of Urban Shopping Centers, Inc., a trustee of Amli Residential Property
Trust, and a director of a number of investment companies advised or
managed by T. Rowe Price Associates, Inc. and its affiliates. He holds a
Masters degree in Business Administration from Harvard University Graduate
School of Business.
H. Rigel Barber (age 50) has been associated with JMB since March,
1982. He holds a J.D. degree from the Northwestern Law School and is a
member of the Bar of the State of Illinois.
Glenn E. Emig (age 51) has been associated with JMB since December,
1979. Prior to becoming Executive Vice President of JMB in 1993, Mr. Emig
was Executive Vice President and Treasurer of JMB Institutional Realty
Corporation. He holds a Masters degree in Business Administration from the
Harvard University Graduate School of Business and is a Certified Public
Accountant.
Gary Nickele (age 46) has been associated with JMB since February,
1984. He holds a J.D. degree from the University of Michigan Law School
and is a member of the Bar of the State of Illinois.
Gailen J. Hull (age 50) has been associated with JMB since March,
1982. He holds a Masters degree in Business Administration from Northern
Illinois University and is a Certified Public Accountant.
Howard Kogen (age 63) has been associated with JMB since March, 1973.
He is a Certified Public Accountant.
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION
The Partnership has no officers or directors. The Partnership is
required to pay a management fee to the Corporate General Partner and the
General Partners are entitled to receive a share of cash distributions,
when and as cash distributions are made to the Limited Partners, and a
share of profits or losses as described in the Notes. The General Partners
received a share of the Partnership's losses aggregating $665,277 for
Federal income tax purposes in 1998. In 1998, the Partnership paid an
operating distribution of $199,987 to the General Partners and management
fees of $378,865 to the Corporate General Partner.
The Partnership is permitted to engage in various transactions
involving affiliates of the Corporate General Partner of the Partnership.
The relationship of the Corporate General Partner (and its directors and
officers) to its affiliates is set forth above in Item 10.
JMB Insurance Agency, Inc., an affiliate of the Corporate General
Partner, earned insurance brokerage commissions in 1998 aggregating
approximately $8,676, all of which were paid in 1998 in connection with the
providing of insurance coverage for certain of the real property
investments of the Partnership. Such commissions are at rates set by
insurance companies for the classes of coverage provided.
The General Partners of the Partnership or their affiliates may be
reimbursed for their direct expenses or out-of-pocket expenses relating to
the administration of the Partnership and the operation of the
Partnership's real property investments. In 1998, such costs were $15,700,
all of which were paid at December 31, 1998.
The Corporate General Partner also was entitled to and received a fee
of $5,240 in 1998, pursuant to a winding up agreement between the
Partnership and the Corporate General Partner, in consideration of the
Corporate General Partner's assumption of the obligation of potential
Partnership liabilities (as defined).
Additionally, the General Partners may be reimbursed for salaries and
salary related expenses of officers and employees of the Corporate General
Partner and its affiliates while directly engaged in the administration of
the Partnership and in the operation of the Partnership's real property
investments. In 1998, such costs were $80,317, all of which were paid at
December 31, 1998.
<PAGE>
<TABLE>
<CAPTION>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(a) No person or group was known by the Partnership to own beneficially more than 5% of the outstanding
Interests of the Partnership immediately prior to its liquidation.
(b) The Corporate General Partner, its officers and directors and the Associate General Partner beneficially
owned the following Interests of the Partnership immediately prior to its liquidation:
NAME OF AMOUNT AND NATURE
BENEFICIAL OF BENEFICIAL PERCENT
TITLE OF CLASS OWNER OWNERSHIP OF CLASS
- -------------- ---------- ----------------- --------
<S> <C> <C> <C>
Limited Partnership Interests JMB Realty Corporation 100 Interests Less than 1%
directly
Limited Partnership Interests Corporate General Partner, 100 Interests Less than 1%
its officers and directly
directors and the
Associate General
Partner as a group
- ---------------
<FN>
No officer or director of the Corporate General Partner of the Partnership possessed a right to acquire
beneficial ownership of Interests of the Partnership.
Reference is made to Item 10 for information concerning ownership of the Corporate General Partner.
(c) There existed no arrangement, known to the Partnership, the operation of which may have resulted in a
change in control of the Partnership.
</TABLE>
<PAGE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
There were no significant transactions or business relationships with
the Corporate General Partner, affiliates or their management other than
those described in Items 10 and 11 above.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this report:
(1) Financial Statements (See Index to Financial Statements
filed with this annual report).
(2) 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. Copies of certain pages are incorporated 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 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.
<PAGE>
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 on Form 10-K (File No. 0-12433) dated
March 27, 1995.
10-A. Winding Up Agreement dated December 29, 1998, by
and between the Partnership and JMB Realty Corporation is hereby
incorporated by reference to the Partnership's report for December 31, 1998
on Form 8-K (File No. 0-12433) dated January 12, 1999.
10-B. 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, dated
August 8, 1983.
10-C. 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-D. 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.
10-E. Purchase agreement and exhibits thereto between
Carlyle/National City Associates, an Illinois general partnership, and
BRE/City Center, LLC, a Delaware limited liability company dated
December 3, 1997 is hereby incorporated herein by reference to the
Partnership's report for December 18, 1998 on Form 8-K (File No. 0-12433)
dated January 2, 1998.
21. List of Subsidiaries.
24. Powers of Attorney.
27. Financial Data Schedule.
___________
(b) The following report on Form 8-K was filed since the
beginning of the last quarter of the period covered by this report.
The Partnership's Report on Form 8-K (File No. 0-12433)
for December 31, 1998, dated January 12, 1999 describing the Partnership's
final liquidating cash distribution and winding up of its affairs was
filed.
No annual report for the year 1998 or proxy material has been sent to
the Partners of the Partnership. An annual report will be sent to the
Partners subsequent to this filing.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Act of 1934, the Partnership has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XII
By: JMB Realty Corporation
Corporate General Partner
GAILEN J. HULL
By: Gailen J. Hull
Senior Vice President
Date: March 22, 1999
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
By: JMB Realty Corporation
Corporate General Partner
JUDD D. MALKIN*
By: Judd D. Malkin, Chairman and
Chief Financial Officer
Date: March 22, 1999
NEIL G. BLUHM*
By: Neil G. Bluhm, President and Director
Date: March 22, 1999
H. RIGEL BARBER*
By: H. Rigel Barber, Chief Executive Officer
Date: March 22, 1999
GLENN E. EMIG*
By: Glenn E. Emig, Chief Operating Officer
Date: March 22, 1999
GAILEN J. HULL
By: Gailen J. Hull, Senior Vice President
Principal Accounting Officer
Date: March 22, 1999
A. LEE SACKS*
By: A. Lee Sacks, Director
Date: March 22, 1999
STUART C. NATHAN*
By: Stuart C. Nathan, Executive Vice President
and Director
Date: March 22, 1999
*By: GAILEN J. HULL, Pursuant to a Power of Attorney
GAILEN J. HULL
By: Gailen J. Hull, Attorney-in-Fact
Date: March 22, 1999
<PAGE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XII
EXHIBIT INDEX
DOCUMENT
INCORPORATED
BY REFERENCE PAGE
------------ ----
3-A. Pages 6-14, 137-139, A-6 to A-11 and
A-13 to A-19 of 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 28, 1983 Yes
3-B. Amended and Restated Agreement of
Limited Partnership set forth as
Exhibit A to the Prospectus Yes
3-C. Acknowledgment 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 Yes
4-A. Mortgage loan agreement related
to the National City Center Office
Building Yes
4-B. Amended and restated promissory
note related to National City
Center Office Building Yes
4-C. Bondowner, Borrower, Remarketing
Agent, Bondowner election to
retain Bonds and notice of
remarketing rate relating to
Stonybrook Apartments II Yes
10-A. Winding Up Agreement Yes
10-B. Acquisition documents related to
National City Center Office Building Yes
10-C. Sale documents and exhibits
thereto relating to the Partner-
ship's sale of the Stonybrook
Apartments Yes
10-D. Substitute Trustee's deed and
bill of sale related to the
Partnership's disposition of
the Permian Mall Yes
10-E. Purchase agreement and exhibits
thereto relating to the National
City Center office building Yes
21. List of Subsidiaries No
24. Powers of Attorney No
27. Financial Data Schedule No
EXHIBIT 21
LIST OF SUBSIDIARIES
The Partnership was a partner of Carlyle/National City Associates, a
general partnership which held title to the National City Center Office
Building in Cleveland, Ohio (prior to its sale in December 1997). Another
partnership sponsored by the Corporate General Partner was a partner in the
joint venture.
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officers of JMB
Realty Corporation, the corporate general partner of CARLYLE REAL ESTATE
LIMITED PARTNERSHIP - XII, do hereby nominate, constitute and appoint GARY
NICKELE, GAILEN J. HULL, DENNIS M. QUINN or any of them, attorneys and
agents of the undersigned with full power of authority to sign in the name
and on behalf of the undersigned officers a Report on Form 10-K of said
partnership for the fiscal year ended December 31, 1998, and any and all
amendments thereto, hereby ratifying and confirming all that said attorneys
and agents and any of them may do by virtue hereof.
IN WITNESS WHEREOF, the undersigned have executed this Power of
Attorney the 30th day of January, 1999.
H. RIGEL BARBER
- -----------------------
H. Rigel Barber Chief Executive Officer
GLENN E. EMIG
- -----------------------
Glenn E. Emig Chief Operating Officer
The undersigned hereby acknowledge and accept such power of authority
to sign, in the name and on behalf of the above named officers, a Report on
Form 10-K of said partnership for the fiscal year ended December 31, 1998,
and any and all amendments thereto, the 30th day of January, 1999.
GARY NICKELE
-----------------------
Gary Nickele
GAILEN J. HULL
-----------------------
Gailen J. Hull
DENNIS M. QUINN
-----------------------
Dennis M. Quinn
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officers of JMB
Realty Corporation, the corporate general partner of CARLYLE REAL ESTATE
LIMITED PARTNERSHIP - XII, do hereby nominate, constitute and appoint GARY
NICKELE, GAILEN J. HULL, DENNIS M. QUINN or any of them, attorneys and
agents of the undersigned with full power of authority to sign in the name
and on behalf of the undersigned officers a Report on Form 10-K of said
partnership for the fiscal year ended December 31, 1998, and any and all
amendments thereto, hereby ratifying and confirming all that said attorneys
and agents and any of them may do by virtue hereof.
IN WITNESS WHEREOF, the undersigned have executed this Power of
Attorney the 30th day of January, 1999.
NEIL G. BLUHM
- ----------------------- President and Director
Neil G. Bluhm
JUDD D. MALKIN
- ----------------------- Chairman and Chief Financial Officer
Judd D. Malkin
A. LEE SACKS
- ----------------------- Director of General Partner
A. Lee Sacks
STUART C. NATHAN
- ----------------------- Executive Vice President
Stuart C. Nathan Director of General Partner
The undersigned hereby acknowledge and accept such power of authority
to sign, in the name and on behalf of the above named officers, a Report on
Form 10-K of said partnership for the fiscal year ended December 31, 1998,
and any and all amendments thereto, the 30th day of January, 1999.
GARY NICKELE
-----------------------
Gary Nickele
GAILEN J. HULL
-----------------------
Gailen J. Hull
DENNIS M. QUINN
-----------------------
Dennis M. Quinn
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
REGISTRANT'S FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1998 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
INCLUDED IN SUCH REPORT.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<CASH> 3,747,099
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 3,747,099
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 3,747,099
<CURRENT-LIABILITIES> 0
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 3,747,099
<TOTAL-LIABILITY-AND-EQUITY> 3,747,099
<SALES> 107,906
<TOTAL-REVENUES> 517,376
<CGS> 0
<TOTAL-COSTS> 18,666
<OTHER-EXPENSES> 1,684,927
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (1,186,217)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,228,750)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,228,750)
<EPS-PRIMARY> (7.16)
<EPS-DILUTED> (7.16)
</TABLE>
