SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 2, 1998
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIII
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Illinois 0-12791 36-3207212
- ------------------- -------------- --------------------
(State or other) (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Organization
900 N. Michigan Avenue, Chicago, Illinois 60611-1575
-----------------------------------------------------
(Address of principal executive office)
Registrant's telephone number, including area code: (312) 915-1987
-------------------------------------------------------------------
<PAGE>
CARROLLWOOD STATION APARTMENTS
Tampa, Florida
---------------
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. Carlyle Real Estate Limited
Partnership - XIII (the "Partnership"), an Illinois limited partnership,
was a partner in Carrollwood Station Associates, Ltd., ("Carrollwood"),
which owns the land, building and related improvements of the Carrollwood
Station Apartments (the "Property"), located in Tampa, Florida. On December
4, 1997, the Partnership entered into a contract with an unaffiliated third
party to sell the Property. As defined in the Carrollwood Partnership
agreement, the unaffiliated venture partner, Lincoln Property Company No.
600, Ltd. ("Lincoln"), held the right of first refusal to purchase the
Partnership's interest in Carrollwood in the event the Partnership secured
a buyer for the property. On March 2, 1998, Lincoln purchased the
Partnership's interest in Carrollwood for $4,642,140, which approximates
the share of proceeds that the Partnership would have received from a sale
to the unaffiliated third party. The purchase price was based upon a
deemed sale price of the Property of $11,760,000 less approximately
$6,689,000 of existing debt closing costs and prorations.
The Property is a 336-unit garden apartment complex which, as of the
date of sale, was approximately 98% occupied. The sale of the Partnership's
interest will result in a gain to the Partnership for both financial
reporting and Federal income tax purposes in 1998 of approximately
$5,000,000 and $8,000,000, respectively. The Property was classified as
held for sale as of December 31, 1996 and therefore has not been subject to
continued depreciation as of that date for financial reporting purposes
The Partnership Agreement provides that the General Partners shall
receive as a distribution of the proceeds (net after expenses and
liabilities and retained working capital) from the sale or refinancing of a
real property of up to 3% of the selling price of a property, and that the
remaining net proceeds for any property sold be distributed 85% to the
Holders of Interests and 15% to the General Partners. However, prior to
such distributions being made, the Holders of Interests are entitled to
receive 99% of net sale or refinancing proceeds and the General Partners
are entitled to receive 1% until the Holders of Interests (i) have received
cumulative cash distributions from the Partnership's operations which, when
combined with net sale or refinancing proceeds previously distributed,
equal a 6% annual return on the Holders' average capital investment for
each year (their initial capital investment as reduced by net sale or
refinancing proceeds previously distributed) and (ii) have received cash
distributions of net sale or refinancing proceeds in an amount equal to the
Holders' aggregate initial capital investment in the Partnership. If upon
the completion of the liquidation of the Partnership and the distribution
of all Partnership funds, the Holders of Interest have not received the
amounts in (i) and (ii) above, the General Partners will be required to
return all or a portion of the 1% distribution of net sale or refinancing
proceeds described above in an amount equal to such deficiency in payment
to the Holders of Interests pursuant to (i) and (ii) above. The Holders of
Interests have not received and are not expected to receive distributions
to the levels of (i) and (ii) above. Therefore, no portion of the sale
proceeds will be distributed to the General Partners at this time.
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements. Not applicable.
(b) Pro Forma Financial Information - Narrative.
As a result of the sale of the Partnership's interest in Carrollwood,
beyond the date of sale there will be no further rental and other income,
mortgage and other interest, property operating expenses or venture
partners' share of venture operations for the Property in the consolidated
financial statements of the Partnership, which for the Partnership's fiscal
year ended December 31, 1996 were approximately, $2,023,000, $517,000,
$1,701,000 and $4,700 respectively. Rental and other income, mortgage and
other interest, property operating expenses and venture partners' share of
venture operations were approximately, $2,231,000, $377,000, $1,246,000 and
($6,000), respectively, for the nine months ended September 30, 1997 in the
consolidated financial statements of the Partnership. Also as a result of
the sale of the Partnership's interest in Carrollwood, there are no further
assets and liabilities related to the Property in the Partnership's
consolidated financial statements, which at September 30, 1997 consisted of
cash and other current assets of approximately $668,000; land, buildings
and improvements (net of accumulated depreciation) of approximately
$5,472,000; deferred expenses of approximately $61,000; venture partners'
deficit in venture of approximately $141,000; current liabilities including
current portion of long-term debt of approximately $6,942,000 and tenant
security deposits of approximately $63,000.
(c) Exhibits.
10.1 Assignment of Limited Partnership Interest between Carlyle Real
Estate Limited Partnership - XIII, an Illinois limited partnership, and
Lincoln Property Company No. 600, Ltd., a Florida limited partnership,
dated March 2, 1998.
<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.
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIII
BY: JMB Realty Corporation
(Corporate General Partner)
By: GAILEN J. HULL
Senior Vice President
Principal Accounting Officer
<PAGE>
EXHIBIT 10.1
- ---------------
ASSIGNMENT OF LIMITED PARTNERSHIP INTEREST
------------------------------------------
THIS ASSIGNMENT ("Assignment") is made and entered into by and among
CARLYLE REAL ESTATE LIMITED PARTNERSHIP-XIII, an Illinois limited
partnership ("Assignor") and LINCOLN PROPERTY COMPANY NO. 600, LTD., a
Florida limited partnership ("Assignee"), as General Partner of CARROLLWOOD
STATION ASSOCIATES, LTD., a Florida limited partnership (the "Partnership")
established and existing pursuant to that certain "Second Amended and
Restated Partnership Agreement of Carrollwood Station Associates, Ltd.,"
dated as of January 1, 1993, between Assignee, as the sole general partner
of the Partnership and as a limited partner of the Partnership, and
Assignor, as a limited partner of the Partnership (the "Partnership
Agreement").
1. FOR VALUE RECEIVED, the sufficiency of which is hereby
acknowledged, Assignor hereby sells, transfers, conveys and assigns to
Assignee, all of the Assignor's right, title, and interest in and to the
Partnership ("C-LP Interest") and all of its rights under the Partnership
Agreement, including, without limitation, (i) all rights of the Assignor to
receive monies and other property or assets due and to become due to the
Assignor under or pursuant to the Partnership Agreement, (ii) all claims of
the Assignor for damages arising out of or for breach of or default under
the Partnership Agreement, (iii) all rights of the Assignor to receive
proceeds or benefit of any indemnity, warranty, or other payments with
respect to the Partnership Agreement, and (iv) all rights of the Assignor
to perform thereunder and to compel performance and otherwise exercise all
remedies thereunder.
2. As of the effective date hereof, the capital account of the
Assignor as maintained pursuant to Section 2.5 of the Partnership Agreement
will be transferred to the Assignee. From and after the effective date
hereof, the portion of the Operating Profits or Operating Losses of the
Partnership as also defined in Section 2.5 of the Partnership Agreement
(hereinafter "Profits" and "Losses" respectively) and the portions of all
other items of income, gain, loss, deduction, or credit allocable to the C-
LP Interest on or after such date shall be credited or charged, as the case
may be, to the Assignee and not to the Assignor. The Assignee shall be
entitled to its proportionate share of all distributions or payments in
respect to the C-LP Interest made on or after the effective date hereof,
regardless of the source of those distributions or payments or when the
same was earned or received by the Partnership. Nothing in this Assignment
will affect the allocation to the Assignor of Profits, Losses, and other
items of income, gain, loss, deduction, or credit allocable to its C-LP
Interest and attributable to any period before the effective date hereof or
any distribution or payments made to the Assignor in respect of its C-LP
Interest before such date.
3. Assignor warrants, represents and covenants with Assignee that:
(a) The agreement creating the Partnership is entitled
"Second Amended and Restated Partnership Agreement of Carrollwood Station
<PAGE>
Associates, Ltd.," dated as of January 1, 1993, between Assignee, as the
sole general partner of the Partnership and a limited partner of the
Partnership, and Assignor, as a limited partner of the Partnership (the
"Partnership Agreement").
(b) The rights, privileges, duties, and obligations of the
general partner and the limited partners of the Partnership are fully set
forth in the Partnership Agreement.
(c) The Partnership Agreement is in full force and effect,
and has not been amended, supplemented, rescinded, canceled, revoked or
replaced.
(d) Assignor is the lawful owner of the C-LP Interest and
Assignor has full legal power and authority to convey the C-LP Interest to
Assignee.
(e) To Assignor's actual knowledge, Assignor's conveyance of
the C-LP Interest to Assignee will not result in a breach of, or a default
under, any agreement to which Assignor is a party, including, without
limitation, the Partnership Agreement, nor shall it violate any law, rule,
regulation, or other restriction to which Assignor is subject.
(f) Assignor has taken all actions required by Assignor's
partnership agreement and, to Assignor's actual knowledge, by the
Partnership Agreement and otherwise, to authorize the transfer of the C-LP
Interest from Assignor to Assignee.
(g) To Assignor's actual knowledge, Assignor has fully paid
and performed all its obligations under the Partnership Agreement due
through the date of this Assignment, and Assignee has fully paid and
performed all its obligations under the Partnership Agreement through the
date of this Assignment. Assignor has, to Assignor's actual knowledge, no
claim against the Partnership, or against any asset of the Partnership,
other than the right to distributions that may be due to Assignor as a
limited partner pursuant to the terms and conditions of the Partnership
Agreement, which right Assignor has conveyed to Assignee with the C-LP
Interest.
(h) The C-LP Interest is free and clear of any claim, lien,
charge, or encumbrance resulting or arising out of any action or failure to
take action by Assignor. Assignor shall warrant and defend Assignee's
title and ownership of the C-LP Interest against the claims of all persons
claiming by, through or under Assignor.
(i) Neither Assignor, nor to Assignor's actual knowledge, the
Partnership, has ever been the "debtor" in any proceeding for relief under
federal or state bankruptcy law, or other laws pertaining to insolvency,
reorganization, arrangement, or relief from creditors.
(j) As used in this Section 3, the term "Assignor's actual
knowledge" shall mean only the present actual knowledge of Brian Ellison,
Assignor's asset manager charged with responsibility for the Partnership,
without duty to investigate and with any imputed or constructive knowledge
being excluded.
<PAGE>
4. Assignee warrants, represents and covenants with Assignor that:
(a) The agreement creating the Partnership is entitled
"Second Amended and Restated Partnership Agreement of Carrollwood Station
Associates, Ltd.," dated as of January 1, 1993, between Assignee, as the
sole general partner of the Partnership and a limited partner of the
Partnership, and Assignor, as a limited partner of the Partnership (the
"Partnership Agreement").
(b) The rights, privileges, duties, and obligations of the
general partner and the limited partners of the Partnership are fully set
forth in the Partnership Agreement.
(c) The Partnership Agreement is in full force and effect,
and has not been amended, supplemented, rescinded, canceled, revoked or
replaced.
(d) To Assignee's actual knowledge, Assignor's conveyance of
the C-LP Interest to Assignee will not result in a breach of, or a default
under the Partnership Agreement.
(e) To Assignee's actual knowledge, Assignee has fully paid
and performed all its obligations under the Partnership Agreement due
through the date of this Assignment, and Assignor has fully paid and
performed all its obligations under the Partnership Agreement through the
date of this Assignment. Assignee has, to Assignee's actual knowledge, no
claim against the Partnership, or against any asset of the Partnership,
other than the right to distributions that may be due to Assignee as a
partner pursuant to the terms and conditions of the Partnership Agreement.
(f) Neither Assignee, nor to Assignee's actual knowledge, the
Partnership, has ever been the "debtor" in any proceeding for relief under
federal or state bankruptcy law, or other laws pertaining to insolvency,
reorganization, arrangement, or relief from creditors.
(g) As used in this Section 4, the term "Assignee's actual
knowledge" shall mean only the present actual knowledge of Dan M. Jacks,
Vice President of Mack Pogue, Inc., general partner of Assignee, without
duty to investigate and with any imputed or constructive knowledge being
excluded.
5. The Assignee, both in its capacity as a limited partner and as
sole general partner of the Partnership, hereby consents to the assignment
of the C-LP Interest by Assignor pursuant to this Assignment, accepts the
assignment of the C-LP Interest and agrees from and after the effective
date hereof, that Assignor is released from any further obligation under
the Partnership Agreement with respect to the C-LP Interest.
<PAGE>
6. Assignor and Assignee mutually agree to cooperate at all times
from and after the date hereof with respect to any of the matters described
herein, and to execute such further deeds, bills of sale, assignments,
releases, assumptions, notifications, or other documents as may be
reasonably requested for the purpose of giving effect to, evidencing, or
giving notice of the transaction evidenced by this Assignment.
7. Each party hereto hereby consents to the execution of this
Assignment by every other party hereto.
8. This Assignment shall be binding upon, and shall inure to the
benefit of, the parties hereto and their respective successors and assigns.
9. No supplement, modification, waiver, or termination of this
Assignment or any provisions hereof shall be binding unless executed in
writing by all parties hereto. No waiver of any of the provisions of this
Assignment shall constitute a waiver of any other provision (whether or not
similar); nor shall such waiver constitute a continuing waiver unless
otherwise expressly provided.
10. Any number of counterparts of this Assignment may be executed.
Each counterpart will be deemed to be an original instrument, and all
counterparts taken together will constitute one agreement.
11. This Assignment will be governed by the laws of the State of
Florida, without giving effect to principles of conflict of laws of that
state.
[Remainder of Page Intentionally Blank]
<PAGE>
IN WITNESS WHEREOF, the parties hereto have subscribed to this
Assignment to be effective on March __, 1998.
WITNESSES: CARLYLE REAL ESTATE LIMITED PARTNERSHIP-XIII,
an Illinois limited partnership
____________________ By: JMB REALTY CORPORATION,
a Delaware corporation, its general
partner
____________________
By:______________________________
Name:____________________________
Title:___________________________
(Corporate Seal)
WITNESSES: LINCOLN PROPERTY COMPANY NO. 600, LTD.,
a Florida limited partnership
____________________ By: MACK POGUE, INC., a Texas corporation,
its general partner
____________________ By:______________________________
Name:____________________________
Title:___________________________
(Corporate Seal)
