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, 2000 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. . . . . . . . . . . . . . . . . . . . . . 11
PART II OTHER INFORMATION
Item 5. Other Information . . . . . . . . . . . . . . . . . . 14
Item 6. Exhibits and Reports on Form 8-K. . . . . . . . . . . 15
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIII
(A LIMITED PARTNERSHIP)
BALANCE SHEETS
SEPTEMBER 30, 2000 AND DECEMBER 31, 1999
(UNAUDITED)
ASSETS
------
SEPTEMBER 30, DECEMBER 31,
2000 1999
------------- -----------
Current assets:
Cash and cash equivalents. . . . . . $ 2,241,174 2,523,388
Other receivables. . . . . . . . . . 27,596 41,300
----------- ------------
Total current assets . . . . . 2,268,770 2,564,688
----------- ------------
Other assets . . . . . . . . . . . . . 105,188 105,188
----------- ------------
$ 2,373,958 2,669,876
=========== ============
LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
-----------------------------------------------------
Current liabilities:
Accounts payable . . . . . . . . . . $ 86,931 100,988
----------- ------------
Total current liabilities. . . 86,931 100,988
Partnership's share of the maximum
unfunded obligation under the
indemnification agreement. . . . . . 2,158,716 2,225,817
Distributions received in excess
of recorded investment. . . . . . . . 661,228 661,228
----------- ------------
Commitments and contingencies
Total liabilities. . . . . . . 2,906,875 2,988,033
Partners' capital accounts (deficits):
General partners:
Capital contributions. . . . . . . 1,000 1,000
Cumulative net earnings (losses) . 1,106,524 1,115,114
Cumulative cash distributions. . . (1,149,967) (1,149,967)
----------- ------------
(42,443) (33,853)
----------- ------------
Limited partners:
Capital contributions,
net of offering costs. . . . . . 326,224,167 326,224,167
Cumulative net earnings (losses) . (265,642,703) (265,436,533)
Cumulative cash distributions. . . (61,071,938) (61,071,938)
----------- ------------
(490,474) (284,304)
----------- ------------
Total partners' deficits . . . (532,917) (318,157)
----------- ------------
$ 2,373,958 2,669,876
=========== ============
See accompanying notes to financial statements.
<PAGE>
<TABLE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIII
(A LIMITED PARTNERSHIP)
STATEMENTS OF OPERATIONS
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
(UNAUDITED)
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
-------------------------- --------------------------
2000 1999 2000 1999
----------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
Income:
Interest income. . . . . . . . . . . . . . . . . $ 35,313 69,104 102,988 205,800
Other income . . . . . . . . . . . . . . . . . . -- -- -- 2,164
---------- ---------- ---------- ----------
35,313 69,104 102,988 207,964
---------- ---------- ---------- ----------
Expenses:
Mortgage and other interest. . . . . . . . . . . -- 57,806 -- 177,753
Professional services. . . . . . . . . . . . . . 1,590 832 84,075 118,798
General and administrative . . . . . . . . . . . 65,307 129,646 300,774 316,338
---------- ---------- ---------- ----------
66,897 188,284 384,849 612,889
---------- ---------- ---------- ----------
(31,584) (119,180) (281,861) (404,925)
Partnership's share of the
reduction of the maximum
unfunded obligation under
the indemnification agreement. . . . . . . . . . 22,367 33,563 67,101 100,689
---------- ---------- ---------- ----------
Net earnings (loss). . . . . . . . . . . . $ (9,217) (85,617) (214,760) (304,236)
========== ========== ========== ==========
Net earnings (loss) per
limited partnership
interest. . . . . . . . . . . . . . . . . $ (.02) (.22) (.56) (.80)
========== ========== ========== ==========
Cash distributions per
limited partnership
interest . . . . . . . . . . . . . . . . $ -- -- -- --
========== ========== ========== ==========
<FN>
See accompanying notes to financial statements.
</TABLE>
<PAGE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIII
(A LIMITED PARTNERSHIP)
STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
(UNAUDITED)
2000 1999
---------- ----------
Cash flows from operating activities:
Net earnings (loss). . . . . . . . . $ (214,760) (304,236)
Items not requiring (providing)
cash or cash equivalents:
Amortization of discount on
long-term debt . . . . . . . . . -- 156,205
Partnership's share of the
reduction of the maximum
unfunded obligation under
the indemnification agreement. . (67,101) (100,689)
Changes in:
Rents and other receivables. . . . 13,704 (133,017)
Accounts payable . . . . . . . . . (14,057) (19,993)
Amounts due to affiliates. . . . . -- 11,876
---------- ----------
Net cash provided by
(used in) operating
activities . . . . . . . . . (282,214) (389,854)
---------- ----------
Net increase (decrease)
in cash and cash
equivalents. . . . . . . . . (282,214) (389,854)
Cash and cash equivalents,
beginning of year. . . . . . 2,523,388 2,577,367
---------- ----------
Cash and cash equivalents,
end of period. . . . . . . . $2,241,174 2,187,513
========== ==========
Supplemental disclosure of
cash flow information:
Cash paid for mortgage and
other interest . . . . . . . . . . $ -- 2,000
========== ==========
Net distribution in excess of
recorded investment. . . . . . . . $ -- (247,068)
========== ==========
See accompanying notes to financial statements.
<PAGE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIII
(A LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2000 AND 1999
(UNAUDITED)
GENERAL
Readers of this quarterly report should refer to the Partnership's
audited financial statements for the fiscal year ended December 31, 1999,
which are included in the Partnership's 1999 Annual Report on Form 10-K
(File No. 0-12791) filed on March 22, 2000, 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 1999 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.
Certain amounts in the 1999 financial statements have been
reclassified to conform with the 2000 presentation.
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, 2000 and 1999 were as follows:
Unpaid at
September 30,
2000 1999 2000
------- ------ -------------
Insurance commissions. . . . . . . . $ 1,697 (2,744) --
Reimbursement (at cost) for
out-of-pocket salary and salary-
related expenses. . . . . . . . . . 47,279 67,386 11,555
------- ------ ------
$48,976 64,642 11,555
======= ====== ======
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 1999, these obligations including all
unpaid accrued interest aggregating approximately $670,000 were retired.
Such amounts are recorded as distributions received in excess of recorded
investment in the accompanying balance sheets.
<PAGE>
JMB/NYC
As a result of the 1996 restructuring, JMB/NYC had an indirect limited
partnership interest which, before taking into account significant
preferences to other partners, equaled 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 retained any direct or indirect continuing interest in the
Properties. The new ownership structure gave 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 had, under certain limited circumstances, through
January 1, 2001 rights of consent regarding sale of the Properties or the
consummation of certain other transactions that would have significantly
reduced indebtedness of the Properties. In general, at any time on or
after January 2, 2001, an affiliate of the REIT had 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"). In
addition, the purchase money note (discussed below) made by JMB/NYC for its
interests in the Properties, which had outstanding principal and accrued
and deferred interest of approximately $146,435,000, at September 30, 2000,
matures on January 2, 2001. If such REIT affiliate exercised such right to
purchase, it was unlikely that such purchase would have resulted in any
significant distributions to the partners of the Partnership.
Additionally, at any time, JMB/NYC had the right to require such REIT
affiliate to purchase the interest of JMB/NYC in the Properties for the
Formula Price.
During 1996, as a result of the adoption of the Plan, the Partnership
reversed those previously recognized losses resulting from its interest in
JMB/NYC that it is no longer obligated to fund due to the conversion of
JMB/NYC's general partnership interest to a limited partnership interest in
the joint ventures which owned the Properties and the terms of the
restructuring. The Partnership has no future funding obligations (other
than that related to a certain indemnification agreement provided in
connection with the restructuring) and has no influence or control over the
day-to-day affairs of the joint ventures or partnership which own the
Properties subsequent to the Effective Date. Accordingly, the Partnership
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.
Pursuant to the indemnification agreement, the Affiliated Partners
were 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
restructured and reorganized joint ventures that owned the Properties. 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. Due to the Restructuring discussed
below during 1999, the maximum potential obligation was reduced to
$14,285,000 and a portion of the collateral was released to JMB/NYC. 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 for JMB/NYC. Interest 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.
<PAGE>
The provisions of the indemnification agreement (as amended in
connection with the Restructuring discussed below) generally prohibit the
Affiliated Partners from taking actions that could have an adverse effect
on the exercise of the purchase rights by the REIT affiliate discussed
below or on a sale or certain other transactions involving a direct or
indirect interest in 1290 Avenue of the Americas 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.
In November 1999, a transaction (the "Restructuring") closed 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") were
restructured. Under the Restructuring, the partnership that owns 237 Park
was converted to a limited liability company ("237 Park LLC"). The
membership interest in 237 Park LLC owned by 237/1290 Upper Tier
Associates, L.P. (the "Upper Tier Partnership"), in which JMB/NYC is a
limited partner with a 99% interest, was contributed to a partnership (the
"237 Partnership") that acquired 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 received a limited partnership
interest in the 237 Partnership having a fair market value (determined in
accordance with the partnership agreement of the 237 Partnership) of
approximately $500,000. (JMB/NYC's total investment in the 237 Partnership
is significantly less than 1% of the 237 Partnership.) The 237 Partnership
owns a portfolio of investments in addition to 237 Park. JMB/NYC has the
right, during the month of July of each calendar year commencing with 2001,
to cause a sale of the interest in the 237 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 237 Partnership) and a
specified amount, of which JMB/NYC's share would be $500,000. In addition,
the general partner of the 237 Partnership has the right, during the month
of January of each calendar year commencing with 2002, to purchase the
interest in the 237 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.
Although under the terms of the Restructuring JMB/NYC is not able to
cause a sale of the interest in the 237 Partnership prior to 2001, the
earliest date on which such interest may be purchased at the election of
the general partner of the 237 Partnership is January 2002. In the absence
of JMB/NYC's earlier election to cause a sale of its interest in the 237
Partnership, this extends by a year (to January 2002 from January 2001)
the date on which JMB/NYC's indirect interest in 237 Park was previously
subject to purchase at the election of an affiliate of the REIT.
JMB/NYC's indirect interest through the Upper Tier Partnership in the
partnership (the "1290 Partnership") that owns 1290 Avenue of the Americas
was also modified, although the REIT continues to own the controlling
interest in the property. In general, the REIT has the right to sell 1290
Avenue of the Americas or the REIT's interest in the 1290 Partnership or
permit a sale of more than 51% of the stock in the REIT, during the period
January 1, 2000 through February 28, 2001, provided that JMB/NYC receives
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 is 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
<PAGE>
sale. An affiliate of the REIT also has the right, during the month of
March of each calendar year commencing with 2001, to purchase JMB/NYC's
indirect interest in the 1290 Partnership for the greater of (x) the 1290
Formula Price and (y) $1,400,000. In addition, JMB/NYC has 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 1290 Partnership for the greater of (1) the 1290 Formula Price, and
(2) $1,000,000. The REIT has stated that it does not intend to sell the
1290 Avenues of the Americas property prior to March 2001 and that it does
intend to purchase JMB/NYC's indirect interest in the 1290 Partnership in
March 2001.
A portion of the purchase price for JMB/NYC's indirect interest in the
1290 Avenue of the Americas and 237 Park Avenue office buildings is
represented by a certain promissory note (the "Purchase Note") bearing
interest at 12-3/4% per annum. The Purchase Note is secured by JMB/NYC's
indirect interest through the Upper Tier Partnership in the 1290
Partnership and the 237 Partnership and is non-recourse to JMB/NYC. Prior
to maturity, the Purchase Note requires payment of principal and interest
out of distributions made to JMB/NYC from the 1290 Partnership and the 237
Partnership. Unpaid interest accrues and is deferred, compounded monthly.
Unpaid principal and interest are due at maturity on January 2, 2001, and
it is not expected that JMB/NYC will have funds to pay the Purchase Note at
maturity. The outstanding principal and accrued and deferred interest on
the Purchase Note at September 30, 2000, was approximately $146,435,000.
In December 1999, the Partnership and the other Affiliated Partners
advanced a total of approximately $425,000 (of which the Partnership
advanced approximately $105,000) to the limited partners of JMB/NYC, which
was used to acquire a $5,425,000 tranche of the Purchase Note and the
related security agreement for the collateralization of such tranche. As a
result of this purchase, such limited partners, as creditors of JMB/NYC,
are entitled to receive up to $5,425,000 in proceeds otherwise payable to
JMB/NYC in respect of its indirect interest in the 1290 Partnership or the
237 Partnership. Such amounts received by the limited partners will be
distributed to the Affiliated Partners in proportion to their respective
advances made to purchase the tranche (i.e., 25% to the Partnership and 75%
in the aggregate to the other Affiliated Partners). In connection with
their purchase of the $5,425,000 tranche of the Purchase Note, the limited
partners of JMB/NYC agreed with the holder of the Purchase Note that in the
event JMB/NYC has not repaid all amounts due and owing under the Purchase
Note within one year after its maturity, the holder will take the
appropriate steps necessary to foreclose upon and obtain JMB/NYC's interest
in the Upper Tier Partnership in lieu of seeking any other damages.
Also in December 1999, JMB/NYC received refinancing proceeds, as
defined, of approximately $446,000 in respect of its indirect interest in
the 1290 Partnership as a result of a refinancing of the mortgage note
secured by the 1290 Avenue of Americas office building. These proceeds
were used by JMB/NYC to make a payment of approximately $443,000 on the
Purchase Note tranche held by its limited partners. It is expected that
the limited partners will repay the Partnership's $105,000 advance in 2000.
In connection with the Restructuring, approximately $4,460,000 in face
amount at maturity of U.S. Treasury securities held as collateral for the
indemnification obligations of the Affiliated Partners was released from
escrow and returned to the Affiliated Partners. The remaining face amount
of the securities will be held as collateral for the indemnification
obligations of the Affiliated Partners relating to 1290 Avenue of the
Americas 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 the
1290 Partnership. The Partnership expects its share of the remaining
collateral, including interest earned thereon, to be returned after the
termination of the indemnification obligations.
<PAGE>
It currently appears unlikely that any significant distributions will
be made by JMB/NYC to the Partnership at any time due to, among other
things, the level of indebtedness on 1290 Avenue of the Americas, the
Purchase Note payable by JMB/NYC, the significant preference levels to
other partners within the 1290 Partnership and the purchase rights with
respect to JMB/NYC's indirect interests in the 1290 Partnership and the 237
Partnership.
LONG BEACH PLAZA
In December 1999, the Partnership reached an agreement with the seller
of the Long Beach investment property for the retirement of the promissory
note payable in the amount of $10,000,000, originally due in 2013 and 2014
to the seller in connection with the acquisition of the property by the
Partnership in 1983. The terms of the agreement provided for full
satisfaction of the loan in exchange for a payment of $3,000,000. On
December 22, 1999, the Partnership remitted this payment to the seller and
received a full release of all obligations related to the loan. In 1984,
the Partnership purchased certain government securities to help offset the
$10,000,000 obligation due in 2013 and 2014. The Partnership sold these
marketable securities (with a market value of approximately $2,535,000 and
a carrying value of $1,559,000) and used the proceeds to make the payment,
with the remainder of approximately $465,000 funded from available cash
held by the Partnership. As a result of these transactions, the
Partnership recognized income of approximately $3,000,000 for federal
income tax purposes. Additionally, the Partnership recognized a gain from
the sale of securities of approximately $980,000 and an extraordinary loss
from extinguishment of debt of approximately $1,100,000 for financial
reporting purposes in 1999.
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 1999
Annual Report) necessary for a fair presentation have been made to the
accompanying figures as of September 30, 2000 and for the three and nine
months ended September 30, 2000 and 1999.
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Reference is made to the notes to the accompanying consolidated
financial statements for additional information concerning certain of the
Partnership's investment properties.
At September 30, 2000, the Partnership had cash and cash equivalents
of approximately $2,241,000. These funds are available for working capital
requirements and reserves and potential future distributions to the General
Partners and Holders of Interests.
The Partnership had suspended operating cash distributions to the
Holders of Interests and General Partners effective as of the first quarter
of 1992.
The Partnership does not consider its indirect interest in JMB/NYC to
be a significant source of liquidity. However, in the fourth quarter of
1999, the Partnership received approximately $1,027,000, which represented
a partial return of its share of the funds held in escrow (including
interest earned) as collateral under the indemnification agreement as
discussed below. The Partnership expects to receive the remainder of its
share of the funds held in escrow (including accrued interest) after
termination of such indemnification agreement. Reference is made to the
Partnership's property-specific discussion of JMB/NYC in the Notes.
In November 1999, a transaction (the "Restructuring") closed, 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") were
restructured. Under the Restructuring, the partnership that owns 237 Park
was converted to a limited liability company ("237 Park LLC"). The
membership interest in 237 Park LLC owned by 237/1290 Upper Tier
Associates, L.P. (the "Upper Tier Partnership"), in which JMB/NYC is a
limited partner with a 99% interest, was contributed to a partnership (the
"237 Partnership") that acquired 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 received a limited partnership
interest in the 237 Partnership having a fair market value (determined in
accordance with the partnership agreement of the 237 Partnership) of
approximately $500,000. (JMB/NYC's total investment in the 237 Partnership
is significantly less than 1% of the 237 Partnership.) The 237 Partnership
owns a portfolio of investments in addition to 237 Park. JMB/NYC has the
right, during the month of July of each calendar year commencing with 2001,
to cause a sale of the interest in the 237 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 237 Partnership) and a
specified amount, of which JMB/NYC's share would be $500,000. In addition,
the general partner of the 237 Partnership has the right, during the month
of January of each calendar year commencing with 2002, to purchase the
interest in the 237 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 Restructuring, by itself, of JMB/NYC's indirect interest in 237
Park did 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 JMB/NYC is not able to cause
a sale of the interest in the 237 Partnership prior to 2001, the earliest
date on which such interest could be purchased at the election of the
general partner of the 237 Partnership is January 2002. In the absence of
JMB/NYC's earlier election to cause a sale of its interest in the 237
Partnership, this extends by a year (to January 2002 from January 2001)
the date on which JMB/NYC's indirect interest in 237 Park was previously
subject to purchase at the election of an affiliate of the REIT.
<PAGE>
JMB/NYC's indirect interest through the Upper Tier Partnership in the
partnership (the "1290 Partnership") that owns 1290 Avenue of the Americas
was also modified, although the REIT continues to own the controlling
interest in the property. In general, the REIT has the right to sell 1290
Avenue of the Americas or the REIT's interest in the 1290 Partnership or
permit a sale of more than 51% of the stock in the REIT, during the period
January 1, 2000 through February 28, 2001, provided that JMB/NYC receives
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 is 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 also has the right, during the month of
March of each calendar year commencing with 2001, to purchase JMB/NYC's
indirect interest in the 1290 Partnership for the greater of (x) the 1290
Formula Price and (y) $1,400,000. In addition, JMB/NYC has 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 1290 Partnership for the greater of (1) the 1290 Formula Price, and
(2) $1,000,000. The REIT has stated that it does not intend to sell the
1290 Avenues of the Americas property prior to March 2001 and that it does
intend to purchase JMB/NYC's indirect interest in the 1290 Partnership in
March 2001.
A portion of the purchase price for JMB/NYC's interest in the 1290
Avenue of the Americas and 237 Park Avenue office buildings is represented
by a promissory note (the "Purchase Note") bearing interest at 12-3/4% per
annum. The Purchase Note is secured by JMB/NYC's indirect interest through
the Upper Tier Partnership in the 1290 Partnership and the 237 Partnership
and is non-recourse to JMB/NYC. Prior to maturity, the Purchase Note
requires payment of principal and interest out of distributions made to
JMB/NYC from the 1290 Partnership and the 237 Partnership. Unpaid interest
accrues and is deferred, compounded monthly. Unpaid principal and interest
are due at maturity on January 2, 2001, and it is not expected that JMB/NYC
will have funds to pay the Purchase Note at maturity. The outstanding
principal and accrued and deferred interest on the Purchase Note at
September 30, 2000, was approximately $146,435,000.
In December 1999, the Partnership and the other Affiliated Partners
advanced a total of approximately $425,000 (of which the Partnership
advanced approximately $105,000) to the limited partners of JMB/NYC, which
was used to acquire a $5,425,000 tranche of the Purchase Note and the
related security agreement for the collateralization of such tranche. As a
result of this purchase, such limited partners, as creditors of JMB/NYC,
are entitled to receive up to $5,425,000 in proceeds otherwise payable to
JMB/NYC in respect of its indirect interest in the 1290 Partnership or the
237 Partnership. Such amounts received by the limited partners will be
distributed to the Affiliated Partners in proportion to their respective
advances made to purchase the tranche (i.e., 25% to the Partnership and 75%
in the aggregate to the other Affiliated Partners). In connection with
their purchase of the $5,425,000 tranche of the Purchase Note, the limited
partners of JMB/NYC agreed with the holder of the Purchase Note that in the
event JMB/NYC has not repaid all amounts due and owing under the Purchase
Note within one year after its maturity, the holder will take the
appropriate steps necessary to foreclose upon and obtain JMB/NYC's interest
in the Upper Tier Partnership in lieu of seeking any other damages.
Also in December 1999, JMB/NYC received refinancing proceeds, as
defined, of approximately $446,000 in respect of its indirect interest in
the 1290 Partnership as a result of a refinancing of the mortgage note
secured by the 1290 Avenue of Americas office building. These proceeds
were used by JMB/NYC to make a payment of approximately $443,000 on the
Purchase Note tranche held by its limited partners. It is expected that
the limited partners will repay the Partnership's $105,000 advance in 2000.
<PAGE>
In connection with the Restructuring, approximately $4,460,000 in face
amount at maturity of U.S. Treasury securities held as collateral for the
indemnification obligations of the Affiliated Partners was released from
escrow and returned to the Affiliated Partners (of which approximately
$1,027,000 was distributed to the Partnership). The remaining face amount
of the securities will be held as collateral for the indemnification
obligations of the Affiliated Partners relating to 1290 Avenue of the
Americas 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 the
1290 Partnership. The Partnership expects its share of the remaining
collateral, including interest earned thereon, to be returned after
termination of the indemnification obligations.
Due, among other things, to the level of indebtedness on 1290 Avenue
of the Americas, the Purchase Note payable by JMB/NYC, the significant
preference levels to other partners within the 1290 Partnership and the
purchase rights with respect to JMB/NYC's indirect interests in the 1290
Partnership and the 237 Partnership, it is unlikely that the Partnership
will receive any significant distributions from JMB/NYC or be able to make
any significant distributions to the Holders of Interests. However, in
connection with sales or other dispositions of 1290 Avenue of the Americas
and 237 Park Avenue or of the Partnership's (or JMB/NYC's) interests in the
1290 Partnership and the 237 Partnership, Holders of Interests will
recognize a substantial amount of net gain for Federal income tax purposes
(corresponding at a minimum 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
The decrease in interest income and the decrease in mortgage and other
interest for the three and nine months ended September 30, 2000 as compared
to the same periods in 1999 is primarily due to the sale of certain
government securities in December 1999. The proceeds from such sale were
used in December 1999 to retire the note payable to the seller of the Long
Beach investment property in December 1999. Reference is made to the Notes
for a description of such transactions.
The decrease in general and administrative expenses for the three and
nine months ended September 30, 2000 as compared to the same period in 1999
is primarily due to the timing of recording certain costs associated with
investor reporting during 1999.
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 for JMB/NYC. The lower amounts of such reduction for the
three and nine months ended September 30, 2000, compared to the same
periods of 1999 are primarily due to the release of a portion of the funds
held in escrow in connection with the Restructuring in 1999 and a
corresponding reduction in the amount of interest earned on the lower
escrow balance during 2000.
<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 2000.
<CAPTION>
1999 2000
------------------------------------- ------------------------------
At At At At At At At At
3/31 6/30 9/30 12/31 3/31 6/30 9/30 12/31
---- ---- ---- ----- ---- ---- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
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 is incorporated by reference to
Exhibit 3 to the Partnership's Report for the year ended December 31, 1992,
on Form 10-K (File No. 0-12791) dated March 30, 1993.
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.
27. Financial Data Schedule
(b) No reports on Form 8-K were filed during 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, 2000
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, 2000
