CARLYLE REAL ESTATE LTD PARTNERSHIP XIII, 10-Q, 1999-11-15

CARLYLE REAL ESTATE LTD PARTNERSHIP XIII
10-Q, 1999-11-15
REAL ESTATE

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934

For the quarter ended
September 30, 1999 Commission file #0-12791

CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIII
(Exact name of registrant as specified in its charter)

Illinois 36-3207212
(State of organization) (IRS Employer Identification No.)

900 N. Michigan Ave., Chicago, IL 60611
(Address of principal executive office) (Zip Code)

Registrant's telephone number, including area code 312/915-1987

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [ X ] No [ ]

<PAGE>

TABLE OF CONTENTS

PART I FINANCIAL INFORMATION

Item 1. Financial Statements . . . . . . . . . . . . . . . 3

Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations . . . . . . . . . . . . . . . . . . . . 14

PART II OTHER INFORMATION

Item 5. Other Information. . . . . . . . . . . . . . . . . 19

Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . 20

<PAGE>

<TABLE>
PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES

CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 1999 AND DECEMBER 31, 1998
(UNAUDITED)
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1999 1998
------------- -----------
<S> <C> <C>
Current assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . $ 2,187,513 2,577,367
Short-term investments. . . . . . . . . . . . . . . . . . . . . . . . 249,985 249,985
Rents and other receivables . . . . . . . . . . . . . . . . . . . . . 1,296,990 1,163,973
------------ ------------

Total current assets. . . . . . . . . . . . . . . . . . . . . . 3,734,488 3,991,325
------------ ------------

Investment in unconsolidated ventures, at equity. . . . . . . . . . . . 31,957 31,957
Deferred expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,196 12,196
------------ ------------

$ 3,778,641 4,035,478
============ ============

<PAGE>

CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES

CONSOLIDATED BALANCE SHEETS - CONTINUED

LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
-----------------------------------------------------

SEPTEMBER 30, DECEMBER 31,
1999 1998
------------- -----------
Current liabilities:
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . $ 83,444 103,437
Amounts due to affiliates . . . . . . . . . . . . . . . . . . . . . . 496,431 731,623
------------ ------------
Total current liabilities . . . . . . . . . . . . . . . . . . . 579,875 835,060

Partnership's share of the maximum unfunded obligation under the
indemnification agreement . . . . . . . . . . . . . . . . . . . . . . 4,143,385 3,997,006
Long-term debt. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,823,545 1,667,340
------------ ------------
Commitments and contingencies

Total liabilities . . . . . . . . . . . . . . . . . . . . . . . 6,546,805 6,499,406

Partners' capital accounts (deficits):
General partners:
Capital contributions . . . . . . . . . . . . . . . . . . . . . . . 1,000 1,000
Cumulative net earnings (losses). . . . . . . . . . . . . . . . . . 1,012,907 1,025,076
Cumulative cash distributions . . . . . . . . . . . . . . . . . . . (1,149,967) (1,149,967)
------------ ------------
(136,060) (123,891)
------------ ------------
Limited partners:
Capital contributions, net of offering costs. . . . . . . . . . . . 326,224,167 326,224,167
Cumulative net earnings (losses). . . . . . . . . . . . . . . . . . (267,784,333) (267,492,266)
Cumulative cash distributions . . . . . . . . . . . . . . . . . . . (61,071,938) (61,071,938)
------------ ------------
(2,632,104) (2,340,037)
------------ ------------
Total partners' deficits. . . . . . . . . . . . . . . . . . . . (2,768,164) (2,463,928)
------------ ------------
$ 3,778,641 4,035,478
============ ============
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>

<PAGE>

<TABLE>

CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES

CONSOLIDATED STATEMENTS OF OPERATIONS

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
(UNAUDITED)
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
-------------------------- --------------------------
1999 1998 1999 1998
----------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
Income:
Rental income . . . . . . . . . . . . . . . . . $ -- 960,044 -- 3,495,245
Interest income . . . . . . . . . . . . . . . . 69,104 73,044 205,800 390,362
Other income. . . . . . . . . . . . . . . . . . -- -- 2,164 186,043
---------- ---------- ---------- ----------
69,104 1,033,088 207,964 4,071,650
---------- ---------- ---------- ----------
Expenses:
Mortgage and other interest . . . . . . . . . . 57,806 1,153,095 177,753 3,616,852
Property operating expenses . . . . . . . . . . -- 1,105,582 -- 3,529,761
Professional services . . . . . . . . . . . . . 832 18,582 118,798 192,468
Amortization of deferred expenses . . . . . . . -- 7,172 -- 21,516
General and administrative. . . . . . . . . . . 129,646 88,796 316,338 462,002
---------- ---------- ---------- ----------
188,284 2,373,227 612,889 7,822,599
---------- ---------- ---------- ----------

(119,180) (1,340,139) (404,925) (3,750,949)
Partnership's share of the reduction of the
maximum unfunded obligation under the
indemnification agreement . . . . . . . . . . . 33,563 33,563 100,689 100,689
Venture partners' share of earnings (loss)
from ventures' operations . . . . . . . . . . . -- -- -- (401)
---------- ---------- ---------- ----------
Earnings (loss) before gain on sale or
disposition of investment properties
or interest in investment property. . . (85,617) (1,306,576) (304,236) (3,650,661)

Gain on sale or disposition of investment
properties or interest in investment
property, net of venture partner's share. . . . -- -- -- 5,365,511
---------- ---------- ---------- ----------
Net earnings (loss) . . . . . . . . . . . $ (85,617) (1,306,576) (304,236) 1,714,850
========== ========== ========== ==========

<PAGE>

CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES

CONSOLIDATED STATEMENTS OF OPERATIONS - CONTINUED

THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
-------------------------- --------------------------
1999 1998 1999 1998
----------- ---------- ----------- ----------

Net earnings (loss) per limited partner-
ship interest:
Earnings (loss) before gain on sale or
disposition of investment properties
or interest in investment property . . $ (.22) (3.43) (.80) (9.58)
Gain on sale or disposition of invest-
ment properties or interest in
investment property, net of venture
partners' share. . . . . . . . . . . . -- -- -- 14.51
---------- ---------- ---------- ----------
Net earnings (loss) . . . . . . . . $ (.22) (3.43) (.80) 4.93
========== ========== ========== ==========
Cash distributions per limited
partnership interest. . . . . . . . . . $ -- -- -- 30.00
========== ========== ========== ==========

<FN>
See accompanying notes to consolidated financial statements.
</TABLE>

<PAGE>

<TABLE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES

CONSOLIDATED STATEMENTS OF CASH FLOWS

NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
(UNAUDITED)

<CAPTION>
1999 1998
------------ -----------
<S> <C> <C>
Cash flows from operating activities:
Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (304,236) 1,714,850
Items not requiring (providing) cash or cash equivalents:
Amortization of deferred expenses . . . . . . . . . . . . . . . . . . . -- 21,516
Amortization of discount on long-term debt. . . . . . . . . . . . . . . 156,205 138,625
Partnership's share of the reduction of the maximum unfunded
obligation under the indemnification agreement. . . . . . . . . . . . (100,689) (100,689)
Venture partners' share of ventures' operations . . . . . . . . . . . . -- 401
Gain on sale or disposition of investment properties or interest
in investment property, net of venture partners' share. . . . . . . . -- (5,365,511)
Changes in:
Restricted funds. . . . . . . . . . . . . . . . . . . . . . . . . . . . -- (93,700)
Rents and other receivables . . . . . . . . . . . . . . . . . . . . . . (133,017) 905,451
Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . -- 63,522
Escrow deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . -- 107,674
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . (19,993) 210,719
Amounts due to affiliates . . . . . . . . . . . . . . . . . . . . . . . 11,876 (1,276,487)
Unearned rents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . -- (3,650)
Accrued interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . -- 3,261,419
Accrued real estate taxes . . . . . . . . . . . . . . . . . . . . . . . -- 178,341
Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . . . -- (73,116)
---------- -----------
Net cash provided by (used in) operating activities . . . . . . . . (389,854) (310,635)
---------- -----------

Cash flows from investing activities:
Proceeds from sale of investment properties or interest in investment
property, net of selling expenses . . . . . . . . . . . . . . . . . . . -- 4,642,140
Net sales and maturities (purchases) of short-term investments. . . . . . -- 124,100
Additions to investment properties. . . . . . . . . . . . . . . . . . . . -- (97,746)
Payment of deferred expenses. . . . . . . . . . . . . . . . . . . . . . . -- 6,351
---------- -----------
Net cash provided by (used in) investing activities . . . . . . . . -- 4,674,845
---------- -----------

<PAGE>

CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES

CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

1999 1998
------------ -----------
Cash flows from financing activities:
Principal payments on long-term debt. . . . . . . . . . . . . . . . . . . -- (37,494)
Distribution to venture partner . . . . . . . . . . . . . . . . . . . . . -- (222,720)
Distribution to limited partners. . . . . . . . . . . . . . . . . . . . . -- (10,964,229)
---------- -----------
Net cash provided by (used in) financing activities . . . . . . . . -- (11,224,443)
---------- -----------
Net increase (decrease) in cash and cash equivalents. . . . . . . . (389,854) (6,860,233)
Cash and cash equivalents, beginning of year. . . . . . . . . . . . 2,577,367 9,528,301
---------- -----------
Cash and cash equivalents, end of period. . . . . . . . . . . . . . $2,187,513 2,668,068
========== ===========

Supplemental disclosure of cash flow information:
Cash paid for mortgage and other interest . . . . . . . . . . . . . . . . $ 2,000 355,433
========== ===========

Sale of interest in investment property:
Gain on sale of interest in investment property . . . . . . . . . . . $ -- 5,365,511
Basis in investment property. . . . . . . . . . . . . . . . . . . . . -- (723,371)
---------- ------------
Cash proceeds from sale of interest in investment
property. . . . . . . . . . . . . . . . . . . . . . . . . . . . $ -- 4,642,140
========== ============

Reduction in amounts due to affiliates. . . . . . . . . . . . . . . . . $ (247,068) --
========== ============

Reduction in Partnership's investment . . . . . . . . . . . . . . . . . $ 247,068 --
========== ============

Net assets and venture partner's deficit in venture
written off at sale of interest in investment property. . . . . . . . $ -- 355,705
========== ============

<FN>
See accompanying notes to consolidated financial statements.
</TABLE>

<PAGE>

CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIII
A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 1999 AND 1998

(UNAUDITED)

GENERAL

Readers of this quarterly report should refer to the Partnership's
audited financial statements for the fiscal year ended December 31, 1998,
which are included in the Partnership's 1998 Annual Report on Form 10-K
(File No. 0-12791) filed on March 22, 1999, as certain footnote disclosures
which would substantially duplicate those contained in such audited
financial statements have been omitted from this report. Capitalized terms
used but not defined in this quarterly report have the same meanings as in
the Partnership's 1998 Annual Report on Form 10-K.

The preparation of financial statements in accordance with GAAP
requires the Partnership to make estimates and assumptions that affect the
reported or disclosed amount of assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.

The Partnership adopted Statement of Financial Accounting Standards
No. 121 ("SFAS 121") "Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to Be Disposed Of" as required in the first
quarter of 1996. The Partnership's policy is to consider a property to be
held for sale or disposition when the Partnership has committed to a plan
to sell or dispose of such property and active marketing activity has
commenced or is expected to commence in the near term or the Partnership
has concluded that it may dispose of the property by no longer funding
operating deficits or debt service requirements of the property thus
allowing the lender to realize upon its security. In accordance with
SFAS 121, any properties identified as "held for sale or disposition" are
no longer depreciated.

The Partnership and its consolidated ventures had previously committed
to plans to sell or dispose of all their remaining investment properties.
Accordingly, all consolidated properties had been classified as held for
sale or disposition in the accompanying consolidated financial statements
as of the respective date of such plan's adoption. The net results of
operations for the nine months ended September 30, 1999 and 1998 for
consolidated properties sold or disposed of during the past two years were
$0 and ($3,665,657), respectively.

TRANSACTIONS WITH AFFILIATES

The Partnership, pursuant to the Partnership Agreement, is permitted
to engage in various transactions involving the Corporate General Partner
and its affiliates, including the reimbursement for salaries and salary-
related expenses of its employees and certain of its officers, and for
other direct expenses relating to the administration of the Partnership and
the operation of the Partnership's investment properties. Fees,
commissions and other expenses required to be paid by the Partnership to
the General Partners and their affiliates for the nine months ended
September 30, 1999 and 1998 were as follows:

<PAGE>

Unpaid at
September 30,
1999 1998 1999
------- ------- -------------
Property management
and leasing fees . . . . . . $ -- 106,751 --
Insurance commissions . . . . (2,744) 18,791 --
Reimbursement (at cost)
for out-of-pocket salary
and salary-related
expenses . . . . . . . . . . 67,386 91,306 15,804
------- ------- ------
$64,643 216,848 15,804
======= ======= ======

In February 1998, the Partnership paid approximately $1,322,000 of
previously deferred management and leasing fees to an affiliate of the
General Partners.

The Partnership had obligations, which bore interest ranging from
4.62% to 5.35% per annum in 1999, to fund, on demand, $200,000 and $200,000
to Carlyle Managers, Inc. and Carlyle Investors, Inc., respectively, of
additional paid-in capital. In June 1999, the obligations to Carlyle
Managers, Inc. and Carlyle Investors, Inc. were reduced so that as of
September 30, 1999, the obligations and the cumulative interest accrued on
these obligations totaled $480,627 (reflected in amounts due to affiliates
in the accompanying consolidated financial statements). These obligations
were further reduced through a series of transactions and fully retired in
October, 1999.

JMB/NYC

As a result of the 1996 restructuring, JMB/NYC has an indirect limited
partnership interest which, before taking into account significant
preferences to other partners, equals approximately 4.9% of the reorganized
and restructured ventures owning 237 Park and 1290 Avenue of the Americas
(collectively, the "Properties"). Neither O&Y nor any of its affiliates
has any direct or indirect continuing interest in the Properties. The new
ownership structure gives control of the Properties to an unaffiliated real
estate investment trust ("REIT"), owned primarily by holders of the first
mortgage debt that encumbered the Properties prior to the bankruptcy.
JMB/NYC has, under certain limited circumstances, through January 1, 2001
rights of consent regarding sale of the Properties or the consummation of
certain other transactions that significantly reduce indebtedness of the
Properties. In general, at any time on or after January 2, 2001, an
affiliate of the REIT has the right to purchase JMB/NYC's interest in the
Properties for an amount based on a formula relating to the operations of
the Properties (the "Formula Price"). There can be no assurance that such
REIT affiliate will not exercise such right on or after January 2, 2001.
In addition, the non-recourse purchase money note made by JMB/NYC for its
interests in the Properties, which is secured by JMB/NYC's interests in the
Properties and had outstanding principal and accrued and deferred interest
of approximately $129,400,000, at September 30, 1999, matures on January 2,
2001. If such REIT affiliate exercises such right to purchase, for the
reasons discussed below, it is unlikely that such purchase would result in
any significant distributions to the partners of the Partnership.
Additionally, at any time, JMB/NYC has the right to require such REIT
affiliate to purchase the interest of JMB/NYC in the Properties for the
Formula Price.

<PAGE>

Pursuant to the indemnification agreement, generally until the earlier
of the sale of (i) the Properties and (ii) JMB/NYC's indirect limited
partnership interest in the restructured and reorganized joint ventures
that own the Properties, the Affiliated Partners are jointly and severally
obligated to indemnify the REIT to the extent of $25 million to ensure
their compliance with the terms and conditions relating to JMB/NYC's
indirect limited partnership interest in the joint ventures. The
Affiliated Partners contributed approximately $7.8 million (of which the
Partnership's share was approximately $1.9 million) to JMB/NYC, which was
deposited into an escrow account as collateral for such indemnification.
These funds have been invested in stripped U.S. Government obligations with
a maturity date of February 15, 2001. The Partnership's share of the
reduction of the maximum unfunded obligation under the indemnification
agreement recognized as income, is a result of interest earned on amounts
contributed by the Partnership and held in escrow by JMB/NYC. Such income
earned reduces the Partnership's share of the maximum unfunded obligation
under the indemnification agreement, which is reflected as a liability in
the accompanying financial statements.

The provisions of the indemnification agreement generally prohibit the
Affiliated Partners from taking actions that could have an adverse effect
on the exercise of the purchase right by the REIT affiliate discussed above
or a sale or certain other transactions involving direct or indirect
interests in the Properties unless such transaction requires JMB/NYC's
consent. Compliance, therefore, is within the control of the Affiliated
Partners and non-compliance with such provisions by either the Partnership
or the other Affiliated Partners is highly unlikely. Therefore, the
Partnership expects its share of the collateral to be returned (including
interest earned) after the termination of the indemnification agreement.

During 1996, as a result of the adoption of the Plan, JMB/NYC
discontinued the application of the equity method of accounting for its
investments in unconsolidated ventures and reversed those previously
recognized losses from the unconsolidated ventures except for an amount
equal to the maximum obligation under the indemnification agreement of
$25,000,000. The Partnership has discontinued the application of the
equity method of accounting for the indirect interests in the Properties
and additional losses from the investment in unconsolidated venture will
not be recognized. Should the unconsolidated venture subsequently report
income, the Partnership will resume applying the equity method on its share
of such income only after such income exceeds net losses not previously
recognized.

In October 1999, JMB/NYC entered into an agreement (the "Restructuring
Agreement"), pursuant to which, among other things, JMB/NYC's interests in
237 Park Avenue ("237 Park") and 1290 Avenue of the Americas ("1290 Avenue
of the Americas") would be restructured. Under the Restructuring
Agreement, the partnership that owns 237 Park would be converted to a
limited liability company ("237 Park LLC"). The membership interest in 237
Park LLC that is owned by a partnership (the "Upper Tier Partnership") in
which JMB/NYC is a limited partner with a 99% interest would be contributed
to a partnership (the "Acquiring Partnership") unaffiliated with either
JMB/NYC or the REIT that is acquiring the other membership interests in 237
Park LLC from the REIT and one of its affiliates. In exchange for the
interest in 237 Park LLC, the Upper Tier Partnership would receive a
limited partnership interest in the Acquiring Partnership having a fair
market value (determined in accordance with the partnership agreement of
the Acquiring Partnership) of approximately $500,000. (JMB/NYC's total
investment in the Acquiring Partnership would be significantly less than 1%
of the Acquiring Partnership.) The Acquiring Partnership owns a portfolio
of investments in addition to 237 Park. JMB/NYC would have the right,
during the month of July of each calendar year commencing with 2001, to
cause a sale of the interest in the Acquiring Partnership for a price equal
to the greater of the fair market value of such interest (determined in
accordance with the partnership agreement of the Acquiring Partnership) and
a specified amount, of which JMB/NYC's share would be $500,000. In
addition, the general partner of the Acquiring Partnership would have the

<PAGE>

right, during the month of January of each calendar year commencing with
2002, to purchase the interest in the Acquiring Partnership for a price
equal to the greater of the fair market value of such interest (determined
as described above) and a specified amount, of which JMB/NYC's share would
be $650,000.

The Partnership believes that the restructuring, by itself, of
JMB/NYC's indirect interest in 237 Park, if completed as currently
contemplated by the Restructuring Agreement, would not result in the
Partnership (or the Holders of Interests) recognizing any income for
Federal income tax purposes. In addition, although under the terms of the
Restructuring Agreement JMB/NYC would not be able to cause a sale of the
interest in the Acquiring Partnership prior to 2001, the earliest date on
which such interest could be purchased at the election of the general
partner of the Acquiring Partnership would be January 2002. In the absence
of JMB/NYC's earlier election to cause a sale of its interest in the
Acquiring Partnership, this would extend by a year (to January 2002 from
January 2001) the date on which JMB/NYC's indirect interest in 237 Park is
currently subject to purchase at the election of an affiliate of the REIT.

Under the transactions provided for by the Restructuring Agreement,
JMB/NYC's indirect interest in 1290 Avenue of the Americas would also be
modified, although the REIT would continue to own the controlling interest
in the property. In general, the REIT would have the right to sell 1290
Avenue of the Americas or the REIT's interest in the property or permit a
sale of more than 51% of the stock in the REIT, during the period from
January 1, 2000 through February 28, 2001, provided that JMB/NYC received
the greater of (i) an amount based on a formula relating to the operations
of the property (the "1290 Formula Price"), and (ii) $4,500,000. Although
the REIT would be able to cause a sale of the entire property one year
earlier than previously, which would result in the Partnership's (and the
Holders of Interests') recognition of income for Federal income tax
purposes from such a transaction, JMB/NYC would be entitled to receive a
minimum specified amount (determined as described above) in connection with
such sale. An affiliate of the REIT would also have the right, during the
month of March of each calendar year commencing with 2001, to purchase
JMB/NYC's indirect interest in the property for the greater of (x) the 1290
Formula Price and (y) $1,400,000. In addition, JMB/NYC would have the
right, during the month of September of each calendar year commencing with
2001, to require an affiliate of the REIT to purchase JMB/NYC's indirect
interest in the property for the greater of (1) the 1290 Formula Price, and
(2) $1,000,000.

In connection with the above transactions, approximately $4,460,000 in
face amount at maturity of U.S. Treasury securities currently held as
collateral for the indemnification obligations of the Affiliated Partners
would be released from escrow and returned to the Affiliated Partners. The
remaining face amount of the securities would be held as collateral for the
indemnification obligations of the Affiliated Partners generally until 90
days after the earlier of the sale of 1290 Avenue of the Americas and the
sale of JMB/NYC's indirect interest in 1290 Avenue of the Americas. In
addition, the maximum potential liability of the Affiliated Partners under
their indemnification obligations would be reduced from $25,000,000 to
approximately $14,286,000.

The closing of the transactions provided for by the Restructuring
Agreement, which is expected to occur in the fourth quarter of 1999, is
subject to the satisfaction of various conditions, and there is no
assurance that such conditions will be satisfied or that any of such
transactions will close.

<PAGE>

a portion of the purchase money note might result in the Partnership (and
the Holders of Interests) recognizing some income for Federal income tax
purposes. There is no assurance that the Affiliated Partners will be
successful in obtaining such an interest in the purchase money note.

While the Partnership is not expected to terminate in the near term,
it currently appears unlikely that any significant distributions will be
made by JMB/NYC to the Partnership at any time due to the level of
indebtedness remaining on the Properties, the purchase money note payable
by JMB/NYC, and the significant preference levels to other partners within
the reorganized joint ventures owning the Properties.

LONG BEACH PLAZA

The Partnership had not remitted the required debt service payments
for the mortgage loan secured by the Long Beach Plaza Shopping Center since
June 1993. Accordingly, the combined balances of the mortgage notes and
related accrued interest were in default. The Partnership initiated
discussions with the first mortgage lender regarding a modification of its
mortgage loan secured by the property, which was originally due in June
1994. The lender agreed to a short-term loan extension until August 31,
1995. The Partnership had been unable to secure a modification or further
extension to the loan. The Partnership decided not to commit any
significant additional amounts to the property. In March 1996, a receiver
was appointed for the benefit of the lender. On December 31, 1998, the
Partnership transferred title to the land, building and improvements, and
other assets and liabilities related to the property in consideration of a
discharge of the mortgage loan and payment of $10 in cash. The Partnership
realized an extraordinary gain on forgiveness of debt from this transaction
in 1998 of approximately $47,015,000 for financial reporting purposes.
This amount includes the effect of the impairment losses recognized by the
Partnership in 1996 aggregating approximately $17,600,000. In addition,
the Partnership recognized a gain of approximately $28,256,000 for Federal
income tax purposes, with no corresponding distributable proceeds.

The Partnership has reached an agreement in principle with the
original seller of the Long Beach investment property for the retirement of
the promissory note payable to such seller in connection with the
acquisition of the property by the Partnership in 1983. Under terms of the
agreement in principle, the Partnership would transfer certain treasury
securities (with a market value of approximately $2,500,000) it holds and
pay an additional $450,000 in full satisfaction of the promissory note.
Such proposed transaction will not have a material effect on the
Partnership's financial statements for financial reporting purposes but
would result in a gain of approximately $3,000,000 for Federal income tax
purposes. However, there can be no assurance that this, or any other
agreement in regard to the satisfaction of the promissory note will be
finalized on these or any other terms. Such note had a recorded balance of
$1,823,545 (net of discount) as of September 30, 1999.

CARROLLWOOD STATION APARTMENTS

In December 1997, the Partnership on behalf of the joint venture,
entered into a contract with an unaffiliated third party to sell the
property. Pursuant to the joint venture agreement, the unaffiliated
venture partner held the right of first refusal to purchase the
Partnership's interest in the joint venture in the event the Partnership
secured a buyer for the property. On March 2, 1998, the unaffiliated
venture partner purchased the Partnership's interest in the joint venture
for $4,642,140, which approximates the share of proceeds that the
Partnership would have received from a sale to the proposed purchaser of
the property. As of the date of the sale, the Partnership was relieved
from any further obligations under the joint venture agreement. The
Partnership recognized a gain of approximately $5,366,000 for financial
reporting purposes and a gain of approximately $8,501,000 for Federal
income tax purposes in 1998.

<PAGE>

ADJUSTMENTS

In the opinion of the Corporate General Partner, all adjustments
(consisting solely of normal recurring adjustments and adjustments to
reflect the treatment given certain transactions in the Partnership's 1998
Annual Report) necessary for a fair presentation have been made to the
accompanying figures as of September 30, 1999 and for the three and nine
months ended September 30, 1999 and 1998.

PART I. FINANCIAL INFORMATION

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Reference is made to the notes to the accompanying consolidated
financial statements for additional information concerning certain of the
Partnership's investment properties.

At September 30, 1999, the Partnership had cash and cash equivalents
of approximately $2,188,000 and short-term investments of approximately
$250,000. These funds are available for retirement of the promissory note
made by the Partnership in connection with its acquisition of the Long
Beach Plaza investment property in 1983, working capital requirements and
reserves and potential future distributions to the General Partners and
Holders of Interests. The Partnership does not consider its indirect
interest in JMB/NYC to be a significant source of liquidity. However, the
Partnership expects to receive a return of its share of the funds held in
escrow (including interest earned) as collateral under the indemnification
agreement as discussed below with the remainder after termination of such
agreement. Reference is made to the Partnership's property-specific
discussions in the notes. The Partnership has reached an agreement in
principle with the original seller of the Long Beach investment property
for the retirement of the promissory note payable to such seller in
connection with the acquisition of the property by the Partnership in 1983.

Under terms of the agreement in principle, the Partnership would transfer
certain treasury securities (with a market value of approximately
$2,500,000) it holds and pay an additional $450,000 in full satisfaction of
the promissory note. Such proposed transaction will not have a material
effect on the Partnership's financial statements for financial reporting
purposes but would result in a gain of approximately $3,000,000 for Federal
income tax purposes. However, there can be no assurance that this, or any
other agreement will be finalized on these or any other terms. Such note
had a recorded balance of $1,823,545 (net of discount) as of September 30,
1999.

The Partnership suspended operating cash distributions to the Holders
of Interests and General Partners effective as of the first quarter of
1992.

There can be no assurance that such REIT affiliate will not exercise such
right on or after January 2, 2001. In addition, the non-recourse purchase

<PAGE>

money note made by JMB/NYC for its interest in the Properties, which is
secured by JMB/NYC's interest in the Properties and had outstanding
principal and accrued and deferred interest of approximately $129,400,000,
at September 30, 1999, matures on January 2, 2001. If such REIT affiliate
exercises such right to purchase, for the reasons discussed below, it is
unlikely that such purchase would result in any significant distributions
to the partners of the Partnership. Additionally, at any time, JMB/NYC has
the right to require such REIT affiliate to purchase the interest of
JMB/NYC in the Properties for the Formula Price.

<PAGE>

such sale. An affiliate of the REIT would also have the right, during the
month of March of each calendar year commencing with 2001, to purchase
JMB/NYC's indirect interest in the property for the greater of (x) the 1290
Formula Price and (y) $1,400,000. In addition, JMB/NYC would have the
right, during the month of September of each calendar year commencing with
2001, to require an affiliate of the REIT to purchase JMB/NYC's indirect
interest in the property for the greater of (1) the 1290 Formula Price, and
(2) $1,000,000.

The Affiliated Partners may seek to purchase a portion of the rights
to the purchase money note and the related security agreement to allow the
Affiliated Partners to retain a substantial amount of the proceeds JMB/NYC
may ultimately be entitled to receive from the sale of its interest in 1290
Avenue of the Americas, its interest in the Acquiring Partnership and/or
any other transaction provided for by the restructuring. Such purchase of
a portion of the purchase money note might result in the Partnership (and
the Holders of Interests) recognizing some income for Federal income tax
purposes. There is no assurance that the Affiliated Partners will be
successful in obtaining such an interest in the purchase money note.

Due to the level of indebtedness remaining on the Properties, the
purchase money note payable by JMB/NYC and the significant preference
levels to other partners within the reorganized joint ventures owning the
Properties, it is unlikely that the Partnership will receive any
significant distributions from JMB/NYC. However, in connection with sales
or other dispositions of any of the Properties or of the Partnership's (or
JMB/NYC's) interest in the Properties, Holders of Interests will recognize
a substantial amount of net gain for Federal income tax purposes
(corresponding to all or most of their deficit capital account balances for
tax purposes) even though the Partnership would not be able to make any
significant amounts of distributions. For certain Holders of Interests
such taxable income may be offset by their suspended passive activity
losses (if any). Each Holder's tax consequences will depend on his own tax
situation.

RESULTS OF OPERATIONS

Significant variances between periods reflected in the accompanying
consolidated financial statements are the result of the sale of the
Partnership's interest in Carrollwood Station Associates on March 2, 1998
and the disposition of the Long Beach Plaza in December 1998.

The decrease in accounts payable at September 30, 1999 as compared to
December 31, 1998 is primarily due to the timing of payments for certain
expenses of the Partnership.

<PAGE>

The decrease in interest income for the nine months ended
September 30, 1999 as compared to the same periods in 1998 is primarily due
to a higher average cash balance available for temporary investment in
1998, prior to the distribution of proceeds from the sale of the
Partnership's interest in Carrollwood Station Associates made to Holders of
Interest in May 1998.

Other income for the nine months ended September 30, 1998 represents
the 1998 sale of stock which was received as a settlement of claims against
a tenant in bankruptcy. The claim originated from the Partnership's
interest in the Old Orchard Venture prior to it being sold in August 1993.

The mortgage and other interest for the three and nine months ended
September 30, 1999 primarily represents the amortization of discount on the
note payable to the original seller of the Long Beach investment property.

The increase in general and administrative expenses for the three
months ended September 30, 1999 as compared to the same period in 1998 is
primarily due to a refund of insurance premiums received by the Partnership
in 1998 related to a property that had been sold. However, the overall
decrease for the nine months ended September 30, 1999 as compared to the
same period in 1998 is primarily due to a decrease in reimbursable costs to
affiliates of the General Partners and a decrease in other administrative
costs due to the sales of Partnership's interest in Carrollwood Station
Associates and the Long Beach Plaza in 1998.

YEAR 2000

The year 2000 problem is the result of computer programs being written
with two digits rather than four to define a year. Consequently, any
computer programs that have time-sensitive software may recognize a date
using "00" as the year 1900 rather than the year 2000. This could result
in a system failure or miscalculations causing disruptions of operations
including, among other things, an inability to process transactions or
engage in other normal business activities.

The Partnership uses the telephone, accounting, transfer agent,
individual personal computers, and other administrative systems, which
include both hardware and software, provided by affiliates of the Corporate
General Partner and certain third party vendors. The Partnership or its
affiliates have received representations to the effect that the telephone,
accounting, transfer agent, individual personal computers, and other
administrative systems, including both hardware and software, are year 2000
compliant in all material respects. The Partnership has not inquired of
the joint ventures that own the Properties as to the status of their year
2000 compliance.

The Partnership does not believe that the year 2000 problem presents
any material additional risks to its business, results of operations or
financial condition and has not developed, and does not intend to develop,
any contingency plans to address the year 2000 problem. Given its limited
operations, the Partnership believes that its accounting, transfer agent
and most of its other administrative systems functions could, if necessary,
be performed manually (i.e., without significant information technology)
for an extended period of time without a material increase in costs to the
Partnership. Although the year 2000 problem may or may not present various
risks for the joint ventures owning the Properties, the Partnership does
not believe that these risks, to the extent they may exist, present any
material additional risks to the Partnership's business, results of
operations or financial condition. As discussed in the Notes to
Consolidated Financial Statements included elsewhere in this report,
JMB/NYC has discontinued the equity method of accounting for its indirect
interests in the joint ventures owning the Properties. Moreover, for the
reasons discussed elsewhere in this Management Discussion and Analysis of
Financial Condition and Results of Operations, the Partnership does not
expect to receive (through JMB/NYC) any significant distributions in the
future from the joint ventures owning the Properties. The Partnership and

<PAGE>

JMB/NYC also have no involvement in or authority over the general
operations or management of the joint ventures owning the Properties or the
development of their contingency plans, if any, for the year 2000 problem.

The Partnership has not incurred and does not expect to incur, any
material direct costs for year 2000 compliance. Although the Partnership
has not made inquiry of the joint ventures owning the Properties as to
their actual or projected year 2000 compliance costs, if any, the
Partnership does not believe that any such cost would have a material
effect on the Partnership. Neither the Partnership nor JMB/NYC is
obligated to contribute any funds to pay for such costs. In addition,
since the Partnership does not expect to receive any significant
distributions in the future from the joint ventures owning the Properties,
the Partnership does not believe that any such costs incurred will have any
material effect on the Partnership's indirect investment in the joint
ventures.

<PAGE>

<TABLE>
PART II. OTHER INFORMATION

ITEM 5. OTHER INFORMATION
OCCUPANCY

The following is a listing of approximate physical occupancy levels by quarter for the Partnership's
investment properties owned during 1999.

1. 237 Park Avenue Building
New York, New York . . . . . * * * * * * *
2. 1290 Avenue of the Americas
Building
New York, New York . . . . . * * * * * * *

<FN>

An "*" indicates that the joint venture which owns the property was restructured. Reference is made to the
Notes for further information regarding the reorganized and restructured ventures.

</TABLE>

<PAGE>

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits.

3-A. Amended and Restated Agreement of Limited Partnership set
forth as Exhibit A to the Prospectus and which is hereby incorporated by
reference.

3-B. 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 September 30, 1996 on Form 10-Q (File No. 0-12791)
dated November 8, 1996.

4-A. Promissory note secured by Deed of Trust Between Carlyle
Real Estate Partnership - XIII and Ernest W. Hahn, Inc. dated June 22, 1983
is hereby filed herewith.

27. Financial Data Schedule

Although certain additional long-term debt instruments of the
Registrant have been excluded from Exhibit 4 above, pursuant to Rule 601(b)
(4) (iii), the Registrant commits to provide copies of such agreements to
the SEC upon request.

(b) No reports on Form 8-K were filed during the last quarter of the
period covered by this report.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIII

BY: JMB Realty Corporation
(Corporate General Partner)

By: GAILEN J. HULL
Gailen J. Hull, Senior Vice President
Date: November 10, 1999

Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following person in the capacity
and on the date indicated.

GAILEN J. HULL
Gailen J. Hull, Principal Accounting Officer
Date: November 10, 1999

<ARTICLE> 5

<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
REGISTRANT'S FORM 10-Q FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
INCLUDED IN SUCH REPORT.
</LEGEND>

<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> SEP-30-1999

<CASH> 2,187,513
<SECURITIES> 249,985
<RECEIVABLES> 1,296,990
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 3,734,488
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 3,778,641
<CURRENT-LIABILITIES> 579,875
<BONDS> 1,823,545
<COMMON> 0
0
0
<OTHER-SE> (2,768,164)
<TOTAL-LIABILITY-AND-EQUITY> 3,778,641
<SALES> 0
<TOTAL-REVENUES> 207,964
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 435,136
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 177,753
<INCOME-PRETAX> (404,925)
<INCOME-TAX> 0
<INCOME-CONTINUING> (304,236)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (304,236)
<EPS-BASIC> (.80)
<EPS-DILUTED> (.80)

</TABLE>