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 period from
January 1, 1997 to
June 12, 1997 Commission file number 2-79095
JMB MORTGAGE PTNRS, LTD LIQUIDATING TRUST
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Illinois 36-3198533
(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
JMB Mortgage Ptnrs, Ltd Liquidating Trust is the transferee of the
remaining funds of JMB Mortgage Partners, Ltd. and files reports under JMB
Mortgage Partners, Ltd's Commission file number.
The information set forth in this Form 10-K has been included in accordance
with the no-action position granted by the Division of Corporate Finance of
the Securities and Exchange Commission by letter dated April 24, 1997.
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. Not applicable.
State the aggregate market value of the voting stock held by nonaffiliates
of the registrant. Not applicable.
Documents incorporated by reference: None
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JMB MORTGAGE PTNRS, LTD LIQUIDATING TRUST
INDEX
Page
----
Balance Sheets, June 12, 1997
(Immediately prior to termination) and
December 31, 1996. . . . . . . . . . . . . . . . . . . . . 1
Statement of Operations, for the period
from January 1, 1997 to June 12, 1997
(Immediately prior to termination) . . . . . . . . . . . . 2
Statement of Beneficiaries' Accounts,
for the period from January 1, 1997 to
June 12, 1997 (Immediately prior to termination) . . . . . 3
Statement of Cash Flows, for the period
from January 1, 1997 to June 12, 1997
(Immediately prior to termination) . . . . . . . . . . . . 4
Notes to Financial Statements. . . . . . . . . . . . . . . . 5
Signatures . . . . . . . . . . . . . . . . . . . . . . . . 7
ITEMS NOT INCLUDED:
All other items pursuant to Form 10-K have been omitted as the
required information is inapplicable or the information is presented in the
financial statements or related notes.
i
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JMB MORTGAGE PTNRS, LTD LIQUIDATING TRUST
Balance Sheets
June 12, 1997 (Immediately prior to termination)
and December 31, 1996
(Unaudited)
Assets
------
1997 1996
-------- --------
Cash . . . . . . . . . . . . . . . . . . . $248,491 350,110
-------- --------
$248,491 350,110
======== ========
Liabilities and Beneficiaries' Accounts
---------------------------------------
Beneficiaries' accounts (39,695 shares):
Shares of beneficial interest . . . . . . $350,110 350,110
Trust disbursements in excess
of receipts. . . . . . . . . . . . . . (101,619) --
-------- --------
Total beneficiaries' accounts. . . 248,491 350,110
-------- --------
$248,491 350,110
======== ========
See accompanying notes to financial statements.
<PAGE>
JMB MORTGAGE PTNRS, LTD LIQUIDATING TRUST
Statement of Operations
For the period from January 1, 1997 to
June 12, 1997 (Immediately prior to termination)
(Unaudited)
Income:
Interest income. . . . . . . . . . . . . . . . . . . . $ 4,019
--------
4,019
--------
Expenses:
Professional services. . . . . . . . . . . . . . . . . 19,093
Administrative expenses. . . . . . . . . . . . . . . . 55,111
--------
74,204
--------
Net loss . . . . . . . . . . . . . . . . . . . $(70,185)
========
Net loss per share of beneficial interest. . . . . . . . $ (1.77)
========
See accompanying notes to financial statements.
<PAGE>
JMB MORTGAGE PTNRS, LTD LIQUIDATING TRUST
Statement of Beneficiaries' Accounts
For the period from January 1, 1997 to
June 12, 1997 (Immediately prior to termination)
(Unaudited)
Shares of
Beneficial Interest
-------------------------
Shares Amount
---------- ----------
Balance at December 31, 1996,
(represented by the December 31,
1996 transfer of funds from
JMB Mortgage Partners, Ltd.) . . . . . . 39,695 $350,110
Net loss . . . . . . . . . . . . . . . . . -- (70,185)
Payments of tenant allowances. . . . . . . -- (31,434)
---------- --------
Balance at June 12, 1997 . . . . . . . . . 39,695 $248,491
(immediately prior to termination) ========== ========
See accompanying notes to financial statements.
<PAGE>
JMB MORTGAGE PTNRS, LTD LIQUIDATING TRUST
Statement of Cash Flows
For the period from January 1, 1997 to
June 12, 1997 (Immediately prior to termination)
(Unaudited)
Cash flows from operating activities:
Net earnings (loss). . . . . . . . . . . . . . . . . . $ (70,185)
----------
Net cash provided by (used in)
operating activities . . . . . . . . . . . . (70,185)
----------
Cash flows from investing activities:
Payments of tenant allowances. . . . . . . . . . . . . (31,434)
----------
Net cash provided by (used in)
investing activities . . . . . . . . . . . . (31,434)
----------
Net increase (decrease) in cash and cash equivalents . . (101,619)
Cash and cash equivalents, beginning of year . . . . . . 350,110
----------
Cash and cash equivalents, end of period . . . . . . . . $ 248,491
==========
Supplemental disclosure of cash flow information:
Cash paid for mortgage and other interest. . . . . . . $ --
==========
Non-cash investing and financing activities. . . . . . $ --
==========
See accompanying notes to financial statements.
<PAGE>
JMB MORTGAGE PTNRS, LTD LIQUIDATING TRUST
Notes to Financial Statements
For the period from January 1, 1997 to
June 12, 1997 (Immediately prior to termination)
and for December 31, 1996 and June 12, 1997
(Unaudited)
GENERAL
In connection with the liquidation and termination of JMB
Mortgage Partners, Ltd. (the "Partnership"), JMB Realty Corporation, the
Corporate General Partner of the Partnership, formed a liquidating trust,
JMB Mortgage Ptnrs, Ltd Liquidating Trust (the "Liquidating Trust") in
December 1996, into which all of the Partnership's remaining funds of
$350,110, subject to liabilities, were transferred by means of the final
liquidating distribution on December 31, 1996. Such transferred amount
represented the maximum estimated potential obligation (including
administrative costs) of the Partnership, including the Partnership's share
of potential liability with respect to certain representations and
warranties made to the buyer of the Spring Hill Fashion Corner investment
property, which was the last remaining real estate investment of the
Partnership (through a joint venture) and which was sold November 13, 1996.
Such representations and warranties expired as scheduled six months from
the date of sale (May 13, 1997).
The original trustees of the Liquidating Trust are individuals who are
officers of the Corporate General Partner. Each Holder of Interests in the
Partnership is deemed to be the beneficial owner of a comparable share of
the aggregate beneficial interests in the Liquidating Trust. It was
anticipated that the Liquidating Trust would permit the realization of
substantial cost savings in administrative and other expenses until the
remaining funds are distributed to the beneficial owners of the Liquidating
Trust. The Liquidating Trust was to terminate no later than three years
from its creation, subject to extension under certain circumstances.
The purpose of the Liquidating Trust was to pay all expenses and
liabilities of the Partnership, including those (if any) relating to the
representations and warranties made to the buyer of the Spring Hill Fashion
Corner investment property, and administrative expenses, and to distribute
the remaining proceeds to the beneficiaries of the Liquidating Trust. The
statement of operations and the statement of beneficiaries' accounts for
the period ended June 12, 1997 reflect the payments made for such items
prior to the final liquidating distribution to the beneficiaries. The
payment of tenant allowances, which was included as part of the above noted
maximum estimated potential obligation of the Partnership, related to
amounts committed to two tenants prior to the sale of the Spring Hill
Fashion Corner investment property.
TRANSACTIONS WITH AFFILIATES
The Liquidating Trust, pursuant to the Liquidating Trust Agreement,
was permitted to engage in various transactions involving the Corporate
General Partner of the Partnership 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 Liquidating Trust. Expenses incurred and paid by the
Liquidating Trust to the Corporate General Partner and its affiliates
(which payments were consistent with the authorization for reimbursements
under the Partnership Agreement of the Partnership) for the period from
January 1, 1997 to June 12, 1997 were as follows:
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JMB MORTGAGE PTNRS, LTD LIQUIDATING TRUST
Notes to Financial Statements
For the period from January 1, 1997 to
June 12, 1997 (Immediately prior to termination)
and for December 31, 1996 and June 12, 1997
(Unaudited)
Reimbursement (at cost) for accounting services. . . . . $ 2,000
Reimbursement (at cost) for portfolio management
services . . . . . . . . . . . . . . . . . . . . . . . 4,418
Reimbursement (at cost) for legal services . . . . . . . 1,576
Reimbursement (at cost) for administrative charges
and other out-of-pocket expenses . . . . . . . . . . . 3,800
-------
$11,794
=======
NET LOSS PER SHARE OF BENEFICIAL INTEREST
The net loss per share of beneficial interest is based on the number
of interests outstanding in the Liquidating Trust (39,695).
LIQUIDATING DISTRIBUTION PAID
On June 12, 1997, the Liquidating Trustees paid a final liquidating
cash distribution in the aggregate amount of $248,491 ($6.26 per share of
beneficial interest).
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
JMB MORTGAGE PTNRS, LTD LIQUIDATING TRUST
H. RIGEL BARBER
By: H. Rigel Barber, Trustee
Date: July 7, 1997
GLENN E. EMIG
By: Glenn E. Emig, Trustee
Date: July 7, 1997
GARY NICKELE
By: Gary Nickele, Trustee
Date: July 7, 1997
