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 March 31, 1996 Commission file number 0-15962
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIV
(Exact name of registrant as specified in its charter)
Illinois 36-3256340
(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
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. . . . . . . . 16
PART II OTHER INFORMATION
Item 1. Legal Proceedings. . . . . . . . . . . . . . . . . 17
Item 3. Defaults Upon Senior Securities. . . . . . . . . . 19
Item 5. Other Information. . . . . . . . . . . . . . . . . 20
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . 21
<TABLE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIV
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED BALANCE SHEETS
MARCH 31, 1996 AND DECEMBER 31, 1995
(UNAUDITED)
ASSETS
------
<CAPTION>
MARCH 31, DECEMBER 31,
1996 1995
------------- -----------
<S> <C> <C>
Current assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . $ 17,589,507 16,210,170
Restricted funds. . . . . . . . . . . . . . . . . . . . . . . . . . . 21,000 2,544,419
Interest, rents and other receivables (net of allowance
for doubtful accounts of $372,426 and $383,341 at
March 31, 1996 and December 31, 1995, respectively) . . . . . . . . 210,143 310,325
Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . 12,562 101,000
Escrow deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . 499,291 328,318
------------ ------------
Total current assets. . . . . . . . . . . . . . . . . . . . . . 18,332,503 19,494,232
------------ ------------
Investment properties, at cost:
Land and leasehold interests. . . . . . . . . . . . . . . . . . . . 4,887,375 6,982,049
Buildings and improvements. . . . . . . . . . . . . . . . . . . . . 51,206,877 105,859,744
------------ ------------
56,094,252 112,841,793
Less accumulated depreciation . . . . . . . . . . . . . . . . . . . 16,757,948 36,814,248
------------ ------------
Total investment properties, net of
accumulated depreciation. . . . . . . . . . . . . . . . . . . 39,336,304 76,027,545
------------ ------------
Investment in unconsolidated ventures, at equity. . . . . . . . . . . . 6,793,268 7,534,345
Deferred expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,226,206 1,920,835
Accrued rents receivable. . . . . . . . . . . . . . . . . . . . . . . . 121,195 1,136,835
------------ ------------
$ 65,809,476 106,113,792
============ ============
LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
-----------------------------------------------------
Current liabilities:
Current portion of long-term debt . . . . . . . . . . . . . . . . . . $ 18,750,000 60,042,105
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . 422,987 1,187,171
Due to affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . 2,922,866 2,743,979
Accrued interest. . . . . . . . . . . . . . . . . . . . . . . . . . . 2,130,416 7,291,442
Accrued real estate taxes . . . . . . . . . . . . . . . . . . . . . . 753,070 600,015
Unearned rents. . . . . . . . . . . . . . . . . . . . . . . . . . . . 243,342 304,724
------------ ------------
Total current liabilities . . . . . . . . . . . . . . . . . . . 25,222,681 72,169,436
Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . . . 74,808 417,084
Investment in unconsolidated ventures, at equity. . . . . . . . . . . . 189,652,652 184,813,778
Long-term debt, less current portion. . . . . . . . . . . . . . . . . . 26,000,000 26,000,000
------------ ------------
Commitments and contingencies
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . 240,950,141 283,400,298
Partners' capital accounts (deficits):
General partners:
Capital contributions . . . . . . . . . . . . . . . . . . . . . . . 1,000 1,000
Cumulative net earnings (losses). . . . . . . . . . . . . . . . . . (21,714,376) (21,087,495)
Cumulative cash distributions . . . . . . . . . . . . . . . . . . . (1,316,336) (1,316,336)
------------ ------------
(23,029,712) (22,402,831)
------------ ------------
Limited partners:
Capital contributions, net of offering costs. . . . . . . . . . . . 351,746,836 351,746,836
Cumulative net earnings (losses). . . . . . . . . . . . . . . . . . (459,681,761) (462,454,483)
Cumulative cash distributions . . . . . . . . . . . . . . . . . . . (44,176,028) (44,176,028)
------------ ------------
(152,110,953) (154,883,675)
------------ ------------
Total partners' capital accounts (deficits) . . . . . . . . . . (175,140,665) (177,286,506)
------------ ------------
$ 65,809,476 106,113,792
============ ============
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<TABLE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIV
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1996 AND 1995
(UNAUDITED)
<CAPTION>
1996 1995
----------- ----------
<S> <C> <C>
Income:
Rental income . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3,599,805 4,358,014
Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . 127,813 318,166
----------- ----------
3,727,618 4,676,180
----------- ----------
Expenses:
Mortgage and other interest . . . . . . . . . . . . . . . . . . . . . 2,158,950 3,109,491
Depreciation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 364,343 1,127,429
Property operating expenses . . . . . . . . . . . . . . . . . . . . . 1,799,234 1,972,708
Professional services . . . . . . . . . . . . . . . . . . . . . . . . 207,079 307,464
Amortization of deferred expenses . . . . . . . . . . . . . . . . . . 159,806 139,982
General and administrative. . . . . . . . . . . . . . . . . . . . . . 302,889 147,174
----------- ----------
4,992,301 6,804,248
----------- ----------
Operating earnings (loss) . . . . . . . . . . . . . . . . . . . (1,264,683) (2,128,068)
Partnership's share of operations of unconsolidated ventures. . . . . . (4,346,617) (5,851,254)
----------- ----------
Net operating earnings (loss) . . . . . . . . . . . . . . . . . (5,611,300) (7,979,322)
Gain on sale of investment properties . . . . . . . . . . . . . . . . . -- 6,574,760
----------- ----------
Net earnings (loss) before extraordinary items
and cumulative effect of accounting change. . . . . . . . . . (5,611,300) (1,404,562)
Extraordinary items:
Gain on forgiveness of indebtedness . . . . . . . . . . . . . . . . . 23,757,141 1,650,638
Cumulative effect of accounting change. . . . . . . . . . . . . . . . . (16,000,000) --
----------- ----------
Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . $ 2,145,841 246,076
=========== ==========
Net earnings (loss) per limited partnership interest:
Net operating earnings (loss) . . . . . . . . . . . . . . . . $ (13.43) (19.10)
Gain on sale of investment properties . . . . . . . . . . . . -- 16.23
Extraordinary items . . . . . . . . . . . . . . . . . . . . . 58.65 4.08
Cumulative effect of an accounting change . . . . . . . . . . (38.30) --
----------- ----------
Net earnings (loss) . . . . . . . . . . . . . . . . . . . . $ 6.92 1.21
=========== ==========
Cash distributions per limited partnership
interest. . . . . . . . . . . . . . . . . . . . . . . . . . . $ -- 20.00
=========== ==========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<TABLE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIV
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 1996 AND 1995
(UNAUDITED)
<CAPTION>
1996 1995
------------ -----------
<S> <C> <C>
Cash flows from operating activities:
Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,145,841 246,076
Items not requiring (providing) cash or cash equivalents:
Depreciation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 364,343 1,127,429
Amortization of deferred expenses . . . . . . . . . . . . . . . . . . . 159,806 139,982
Amortization of discount on long-term debt. . . . . . . . . . . . . . . -- 90,337
Partnership's share of operations of unconsolidated ventures. . . . . . 4,346,617 5,851,254
Gain on sale of investment properties . . . . . . . . . . . . . . . . . -- (6,574,760)
Extraordinary item. . . . . . . . . . . . . . . . . . . . . . . . . . . (23,757,141) (1,650,638)
Cumulative effect of accounting change. . . . . . . . . . . . . . . . . 16,000,000 --
Changes in:
Restricted funds. . . . . . . . . . . . . . . . . . . . . . . . . . . . (894,625) (199,283)
Interest, rents and other receivables . . . . . . . . . . . . . . . . . 11,854 190,544
Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . 73,681 90,530
Escrow deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . (170,973) (37,500)
Accrued rents receivable. . . . . . . . . . . . . . . . . . . . . . . . 289,828 73,050
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . (335,691) 164,463
Due to affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . 178,887 72,700
Unearned rents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . (43,862) (417,506)
Accrued interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,538,620 2,144,297
Deferred interest . . . . . . . . . . . . . . . . . . . . . . . . . . . -- 549,860
Accrued real estate taxes . . . . . . . . . . . . . . . . . . . . . . . 311,360 137,607
Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . . . (8,627) 7,950
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . -- (590,542)
------------ -----------
Net cash provided by (used in) operating activities . . . . . . . 209,918 1,415,850
------------ -----------
Cash flows from investing activities:
Net sales and maturities (purchases) of short-term investments. . . . . . -- (13,592,801)
Additions to investment properties. . . . . . . . . . . . . . . . . . . . (42,544) (194,573)
Partnership's distributions from unconsolidated ventures. . . . . . . . . 1,233,334 90,500
Cash proceeds from sale of investment properties. . . . . . . . . . . . . -- 2,795,768
Payment of deferred expenses. . . . . . . . . . . . . . . . . . . . . . . (21,371) (59,787)
------------ -----------
Net cash provided by (used in) investing activities . . . . . . . 1,169,419 (10,960,893)
------------ -----------
Cash flows from financing activities:
Principal payments on long-term debt. . . . . . . . . . . . . . . . . . . -- (830,580)
Bank overdraft. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -- 740,391
Distributions to general partners . . . . . . . . . . . . . . . . . . . . -- (81,017)
Distributions to limited partners . . . . . . . . . . . . . . . . . . . . -- (8,020,647)
------------ -----------
Net cash provided by (used in) financing activities . . . . . . . . -- (8,191,853)
------------ -----------
Net increase (decrease) in cash and cash equivalents. . . . . . . . 1,379,337 (17,736,896)
Cash and cash equivalents, beginning of year. . . . . . . . . . . . 16,210,170 18,165,563
------------ -----------
Cash and cash equivalents, end of period. . . . . . . . . . . . . . $ 17,589,507 428,667
============ ===========
Supplemental disclosure of cash flow information:
Cash paid for mortgage and other interest . . . . . . . . . . . . . . . . $ 620,330 324,997
============ ===========
Non-cash investing and financing activities:
Sale of investment properties:
Total sale proceeds, net of selling expenses. . . . . . . . . . . . . $ -- 17,925,768
Principal balances due on mortgages payable . . . . . . . . . . . . . -- (15,130,000)
------------ -----------
Cash proceeds from sale of investment property,
net of selling expenses . . . . . . . . . . . . . . . . . . . . $ -- 2,795,768
============ ===========
Extraordinary item due to forgiveness of indebtedness
secured by Brittany Downs Apartments - Phase II . . . . . . . . . . . . $ -- 1,650,638
============ ===========
Extraordinary item due to forgiveness of indebtedness
secured by Wilshire Bundy Plaza . . . . . . . . . . . . . . . . . . . . $ 23,757,141 --
============ ===========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIV
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1996 AND 1995
(UNAUDITED)
GENERAL
Readers of this quarterly report should refer to the Partnership's
audited financial statements for the year ended December 31, 1995 which are
included in the Partnership's 1995 Annual Report on Form 10-K (File No. 0-
15962) filed on March 25, 1996, as certain footnote disclosures which would
substantially duplicate those contained in such audited financial
statements have been omitted from this report.
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.
Statement of Financial Accounting Standards No. 121 was adopted by the
Partnership on January 1, 1996.
Certain amounts in the 1995 financial statements have been reclassed
to conform with the 1996 presentation.
TRANSACTIONS WITH AFFILIATES
Fees, commissions and other expenses required to be paid by the
Partnership (or in the case of certain property management fees and out-of-
pocket expenses, by the Partnership's consolidated and unconsolidated
ventures) to the General Partners and their affiliates as of March 31, 1996
and 1995 and for the three months ended March 31, 1996 and 1995 are as
follows:
Unpaid at
March 31,
1996 1995 1996
------- ------- ---------
Property management
and leasing fees . . . . . . $69,503 120,583 1,839,000
Reimbursement (at cost) for
out-of-pocket expenses . . . 982 10,463 159
------- ------- ---------
$70,485 131,046 1,839,159
======= ======= =========
The Corporate General Partner and its affiliates are entitled to
reimbursement for salaries and direct expenses of officers and employees of
the Corporate General Partner and its affiliates relating to the
administration of the Partnership and the operation of Partnership
investment properties for the three months ended March 31, 1996 and March
31, 1995. Such costs aggregated $66,521 and $86,724, respectively, of
which $142,301 was unpaid at March 31, 1996. All amounts deferred or
currently due to the Corporate General Partner and its affiliates do not
bear interest and are expected to be repaid in future periods.
The Partnership is obligated to fund, on demand, $1,200,000 and
$1,200,000 to Carlyle Managers, Inc. and Carlyle Investors, Inc.,
respectively, for additional paid-in capital (reflected in amounts due to
affiliates in the accompanying consolidated financial statements). As of
March 31, 1996, these obligations bore interest at 5.83% per annum and
interest accrued on these obligations was $380,565.
The manager of Piper Jaffray Tower (which was an affiliate of the
Corporate General Partner through November 1994) has agreed to defer
receipt of its property management fees as discussed below. Such fees
deferred by the affiliate were approximately $1,839,000, of which the
Partnership's share is $919,500 at March 31, 1996 and December 31, 1995.
Effective January 1, 1994, certain officers and directors of the
Corporate General Partner acquired interests in a company which, among
other things, has provided and continues to provide certain property
management services to certain properties owned by the Partnership. Such
acquisition had no effect on the fees payable by the Partnership under any
existing agreements with such company. The fees earned by such company
from the Partnership for the three months ended March 31, 1996 were
approximately $2,900, all of which have been paid.
ORCHARD ASSOCIATES
The Partnership's interest in Old Orchard shopping center (through
Orchard Associates and Old Orchard Urban Venture ("OOUV") was sold in
September 1993.
Old Orchard Urban Venture still may earn, under certain conditions, up
to an additional $3,400,000 (of which Orchard Associates has a 79.1667
interest) based upon certain future earnings of the property (as defined),
none of which has been earned or received as of the date of this report.
JMB/NYC
The Corporate General Partner of the Partnership believes that the
agreement discussed below, although subject to the satisfaction of certain
conditions, will in substance be effected (with some changes in the form or
structure of such transactions) as to the elimination of any potential
funding obligations of the Partnership in the future.
In October 1994, the Partnership and its affiliated partners (together
with the Partnership, the "Affiliated Partners"), through JMB/NYC Office
Building Associates, L.P. ("JMB/NYC"), entered into an agreement (the
"Agreement") with the affiliates (the "Olympia & York affiliates") of
Olympia & York Developments, Ltd. ("O&Y") who are the venture partners in
the joint ventures which own or owned 237 Park Avenue, 1290 Avenue of the
Americas and 2 Broadway to resolve certain disputes. Certain provisions of
the Agreement were immediately effective and, therefore, binding upon the
partners, while others become effective either upon certain conditions
being met or upon execution and delivery of final documentation. In
general, the parties agreed to: (i) amend the joint ventures' agreements to
eliminate any funding obligation by JMB/NYC for any purpose in return for
JMB/NYC relinquishing its rights to approve almost all property management,
leasing, sale (certain rights to control a sale would be retained by
JMB/NYC through March 31, 2001) or refinancing decisions and the
establishment of a new preferential distribution level payable to the
Olympia & York affiliates from all future sources of cash, (ii) sell the 2
Broadway Building, and (iii) restructure the first mortgage loan. In
anticipation of this sale and in accordance with the Agreement, the unpaid
first mortgage indebtedness previously allocated to 2 Broadway was
allocated to 237 Park Avenue and 1290 Avenue of the Americas during 1994.
A more detailed discussion of these items is contained in the Partnership's
1995 Annual Report.
As part of the Agreement, in order to facilitate the restructuring,
JMB/NYC and the Olympia & York affiliates agreed to file for each of the
property owning joint ventures a pre-arranged bankruptcy plan for
reorganization under Chapter 11 of the Bankruptcy Code. In June 1995, the
2 Broadway joint ventures filed their pre-arranged bankruptcy plans for
reorganization, and in August 1995, the bankruptcy court entered an order
confirming their plans of reorganization. In September 1995, the sale of
the 2 Broadway Building was completed. Bankruptcy filings for the other
joint ventures were made in April 1996. JMB/NYC is seeking to incorporate
much of the substance of the transactions proposed in the Agreement in the
reorganization plans for the other joint ventures, although such
reorganization plans will be subject to the approval of various creditors
of the joint ventures and of the Olympia & York affiliates as well as the
bankruptcy court and various specifics of the proposed transactions are
expected to be changed. Consequently, there is no assurance such
transactions in the Agreement will be substantially incorporated or that
the transactions contemplated in the Agreement will be finalized. In
addition, in connection with such restructuring and reorganizations, it is
currently expected that the Partnership and its Affiliated Partners will be
required to provide a joint and several guaranty or letter of credit in
order to secure their compliance with certain covenants related to the
restructuring and reorganizations.
Even if the restructuring and reorganizations are consummated with the
substance of the transactions in the Agreement incorporated, the property
owning joint ventures and JMB/NYC will each have a substantial amount of
indebtedness. It is not expected that JMB/NYC would receive any
distributions from the operations of the 237 Park Avenue or 1290 Avenue of
the Americas office buildings. Moreover, if the properties were sold and
the property mortgage indebtedness repaid, the purchase money notes
(including accrued and deferred interest) payable by JMB/NYC to the Olympia
& York affiliates and certain cash distribution preferences in favor of the
Olympia & York affiliates must be paid before a portion of any sale
proceeds would be distributable to the Partnership. As a result, it is
unlikely that the Partnership will receive any significant amount of
distributions from JMB/NYC in the future.
If the restructuring and reorganizations are consummated with the
substance of the transactions in the Agreement incorporated, it is expected
that the Partnership and the Limited Partners would recognize in 1996 a
significant amount of gain for Federal income tax purposes with no
corresponding distributable proceeds, but with the recognition of
additional gain from the investment in JMB/NYC deferred until the next and
succeeding years. In the event that one or more of the transactions in the
Agreement are not consummated as part of the restructuring and
reorganizations, the Partnership and the Limited Partners may, among other
things, recognize in 1996 a substantially greater amount of gain for
Federal income tax purposes with no corresponding distributable proceeds
and no amount of gain deferred. JMB/NYC would likely then proceed to
terminate its affairs.
JMB/PIPER
Occupancy of this building remained at 98% during the quarter.
Under the terms of an August 1992 modification agreement with the
lender, the lender is essentially entitled to all operating cash flow. In
addition to fixed interest on the mortgage notes secured by the Piper
Jaffray Tower, contingent interest is payable in annual installments on
April 1 computed at 50% of gross receipts, as defined, for each fiscal year
in excess of $15,200,000. No such contingent interest was due for 1993,
1994 or 1995. In addition, to the extent the investment property generates
cash flow after payment of the fixed interest on the mortgage, contingent
interest, if any, leasing and capital costs, and 25% of the ground rent,
such amount will be paid to the lender as a reduction of the principal
balance of the mortgage loan. The excess cash flow payments remitted to
the lender for 1993 and 1994 totalled $1,390,910 and $353,251,
respectively. During 1995, excess cash flow generated under this agreement
was $464,178 which was remitted to the lender in April 1996 from cash held
by the venture. On a monthly basis, the venture deposits the property
management fee into an escrow account to be used (including interest earned
thereon) for future leasing costs to the extent cash flow is not sufficient
to cover such items. To date, no escrow funds have been required to be
used for leasing costs. At March 31, 1996, the balance of such escrow
account totalled approximately $3,331,000. The manager of the property
(which was an affiliate of the Corporate General Partner through November
1994) has agreed to defer receipt of its management fee until a later date.
As of March 31, 1996, the manager has deferred approximately $2,666,000
($1,839,000 of which represents deferred fees due to affiliates through
November 1994 of which $919,500 is the Partnership's share) of management
fees.
In addition, upon sale or refinancing, the lender is entitled to a
significant level of proceeds in excess of the then unpaid principal
balance prior to the joint venture's receipt of proceeds. While the
modification provides the joint venture with an opportunity to retain an
ownership position in the property, there must be a significant improvement
in current market and property operating conditions resulting in a
significant increase in the value of the property before the joint venture
can share in sale or refinancing proceeds.
JMB/900
Occupancy of this building remained at 97% during the quarter. The
midtown Manhattan market remains competitive. Approximately 44,000 square
feet (approximately 9% of the building's leasable square footage) of leased
space expires in 1996 of which 25,900 square feet (approximately 5% of the
building's leasable square footage) was released and 2,045 square feet was
renewed during the quarter. The property's operating cash flow will be
adversely affected by lower rental rates achieved and leasing costs
incurred upon releasing this space and may be adversely affected by
increased vacancy during the releasing period.
Through December 31, 1991, it was necessary for JMB/900 to contribute
approximately $4,364,000 ($1,457,000 of which was contributed by the
Partnership) to pay past due real estate taxes and to pay certain costs,
including litigation settlement costs, which were the responsibility of one
of the Venture Partners under the terms of the joint venture agreement to
the extent such funds were not available from the investment property. In
July 1989, JMB/900 filed a lawsuit in Federal court against the former
manager and one of the Venture Partners to recover the amounts contributed
and to recover for certain other joint venture obligations on which the
Venture Partner has defaulted. This lawsuit was dismissed on
jurisdictional grounds. Subsequently, however, the FDIC filed a complaint,
since amended, in a lawsuit against the Venture Partner, the Partnership,
an affiliate of the Partnership and JMB/900, which has enabled JMB/900 to
refile its previously asserted claims against the Venture Partner as part
of that lawsuit in Federal court. There is no assurance that JMB/900 will
recover the amounts of its claims as a result of the litigation. Due to
the uncertainty, no amounts in addition to the amounts advanced to date,
noted above, have been recorded in the financial statements. Settlement
discussions with one of the Venture Partners and the FDIC continue. In
addition, it appears that the Venture Partners may not have the financial
capabilities to repay amounts advanced on their behalf. Consequently, a
final settlement may involve redirecting to JMB/900 amounts otherwise
payable to the Venture Partners in accordance with the venture agreement.
Under certain circumstances, JMB/900 may consider purchasing one or all of
the Venture Partners' positions in Progress Partners in order to resolve
this and potential future disputes. There are no assurances that a
settlement will be finalized or that JMB/900 will be able to recover any
amounts from the Venture Partners.
Pursuant to the extension on the mortgage loan, net cash flow (as
defined) after debt service and capital and after repayment of
approximately $3,229,000 to JMB/900 representing costs associated with and
deposits made by the joint venture in connection with the loan extension
will be paid into an escrow account controlled by the lender to be used,
including interest earned thereon, by the joint venture for releasing costs
associated with leases which expire in 1999 and 2000 (approximately 240,000
square feet of space). The remaining proceeds in this escrow plus interest
earned thereon, if any, will be released to the joint venture once 90% of
such leased space has been renewed or released. To date, no escrow funds
have been deposited into the account for leasing costs. As of the date of
this report, approximately $1,529,000 of the amounts advanced by the joint
venture have been repaid to the joint venture (of which the Partnership's
share is approximately $510,000).
MARINERS POINTE
Occupancy at the Mariners Pointe Apartments decreased slightly to 91%
from 94% at the end of 1995. During the third quarter of 1994, the
Partnership obtained a two-year extension of the existing $6,500,000
mortgage loan which matured on October 1, 1994. The new maturity date is
October 1, 1996. Accordingly, the principal balance of the property's
underlying mortgage loan ($6,500,000) has been classified as a current
liability in the accompanying consolidated financial statements at March
31, 1996 and December 31, 1995.
In 1995, the joint venture commenced marketing the property for sale.
In March 1996, the joint venture signed an agreement for sale of the
property. If consummated, the sale would result in a gain for financial
reporting and Federal income tax purposes. Such agreement is subject to
certain contingencies which must be satisfied prior to the proposed closing
date in June 1996. The property was classified as held for sale or
disposition as of January 1, 1996 and therefore has not been subject to
continued depreciation. The accompanying consolidated financial statements
include $319,064 and $295,737 of revenues and $321,729 and $353,855 of
operating expenses for the three months ended March 31, 1996 and 1995,
respectively. The property had a net carrying value of $5,175,424 and
$5,168,078 at March 31, 1996 and December 31, 1995, respectively.
LOUIS JOLIET MALL
Occupancy at this mall, including temporary tenants, decreased to 77%
during the quarter, from 88% at year end 1995, (excluding the effect of the
1995 move-out of General Cinema, Inc. which continues to pay its full rent
and charges). The Partnership is marketing the vacant space (including the
General Cinema space) and to date has executed leases for approximately
8,000 square feet (or approximately 3% of the Mall's leasable space) with
occupancy expected in the second quarter of 1996.
The litigation regarding the lease expiration date for Al Baskin Co.,
a former tenant, continues. The tenant has filed for protection under
Chapter 11 of the U.S. Bankruptcy Code and the Partnership has filed a
claim in the maximum amount allowable (approximately 14 months of future
rent or approximately $1,415,000). If the tenant accepts the Partnership's
bankruptcy claim, the Partnership will terminate this action.
WILSHIRE BUNDY PLAZA
The Partnership had commenced discussions with the existing lender for
a possible debt modification on its mortgage loan which matured April 1996
in order to reduce its debt service and cover its releasing costs over the
next several years. In this regard, the Partnership suspended debt service
payments commencing with the December 1, 1994 payment. During July 1995,
the Partnership received a formal notice of default on its mortgage loan
from the lender. Accordingly, the principal balance of the mortgage loan
($41,292,105) and related accrued interest were classified as a current
liability in the accompanying consolidated financial statements at December
31, 1995. The lender began foreclosure proceedings in October 1995. A
receiver was appointed for the property and the previously affiliated third
party property manager continued to manage the property on behalf of the
receiver. Title to the property transferred to the lender on March 27,
1996. As a result of the transfer of title, the Partnership was relieved
of all obligations related to the property, including an estimated $100,000
in earthquake repairs related to the January 17, 1994 earthquake in
Southern California. The property was classified as held for sale or
disposition as of January 1, 1996 and therefore was not subject to
continued depreciation. The accompanying consolidated financial statements
include $16,000,000 as cumulative effect of an accounting change to record
value impairment and $23,757,141 of extraordinary gain on extinguishment of
debt upon the lender taking title to the property for the three months
ended March 31, 1996, and $1,498,641 and $2,031,730 of revenues and
$1,903,235 and $2,748,512 of operating expenses for the three months ended
March 31, 1996 and 1995, respectively. The property had a net carrying
value of $36,374,605 at December 31, 1995. The Partnership expects to
recognize a gain of approximately $8,200,000 for Federal income tax
purposes in 1996 with no corresponding distributable proceeds.
WELLS FARGO CENTER (SOUTH TOWER)
The mortgage note secured by the property (with a balance of
$197,410,670 as of March 31, 1996), as well as the promissory note secured
by the Partnership's interest in the joint venture (with a balance of
$12,250,000 and accrued interest of $1,942,500 and $1,575,000 as of March
31, 1996 and December 31, 1995, respectively) matured December 1, 1994.
The Partnership and the joint venture have been in discussions with the
respective lenders regarding an extension of the mortgage note and the
promissory note. The joint venture had reached an agreement with the
lender of the mortgage note whereby the lender would refrain from
exercising its rights and remedies under the loan documents through March,
1996 while the joint venture continues to negotiate an extension or
refinancing of the note with the lender. The lender is currently
considering an extension of such agreement. The venture continued to make
interest payments to the lender under the original terms of the mortgage
note and is required to escrow all available cash flow. The Partnership
has ceased making debt service payments on the promissory note and an
extension or refinancing with the lender is likely to be dependent on the
results of negotiations with the lender of the mortgage note. There is no
assurance that the joint venture or the Partnership will be able to extend
or refinance these notes. In the absence of an extension or refinancing of
the notes and due to the uncertainty as to whether IBM will renew any of
its remaining space, the Partnership may decide not to commit any
significant additional amounts to the property. This would likely result
in the Partnership no longer having an ownership interest in the property,
and in such event would result in a gain for financial reporting and for
Federal income tax purposes with no corresponding distributable proceeds.
The promissory note secured by the Partnership's interest in the joint
venture has been classified at March 31, 1996 and December 31, 1995 as a
current liability in the accompanying consolidated financial statements.
1090 VERMONT
During the quarter, the joint venture finalized a lease modification
agreement with Metro Office Management (12,392 square feet with an original
lease expiration date of August 31, 2001) whereby the joint venture agreed
to lower the tenant's rent to an approximate market rental rate in return
for a five year extension of the lease expiration date to August 31, 2006.
In addition, the Delphi International Group (12,392 square feet with an
original lease expiration date of January 31, 2004) has informed the joint
venture that due to financial difficulties, it will cease operations and
liquidate later this year. Based upon a review of the tenant's financial
condition, it does not appear that the joint venture will be able to
recover a significant amount of the future rent in connection with the
liquidation of this tenant. As a result of lower rent from existing
tenants, anticipated increased vacancy and potential releasing costs
associated with such vacancy, the joint venture, and therefore, the
Partnership anticipates a lower level of operating cash flow from this
property in the near term.
UNCONSOLIDATED VENTURES - SUMMARY INFORMATION
Summary income statement information for JMB/NYC for the three months
ended March 31, 1996 and 1995 are as follows:
1996 1995
------------ -----------
Total income from properties
(unconsolidated). . . . . . . . . . . . .$ 30,432,917 33,684,436
============ ===========
Operating loss of ventures. . . . . . . . .$ 9,734,268 15,839,645
============ ===========
Partnership's share of
operating loss. . . . . . . . . . . . . .$ 2,864,677 3,984,062
============ ===========
ADJUSTMENTS
In the opinion of the Corporate General Partner, all adjustments
(consisting solely of normal recurring adjustments) necessary for a fair
presentation have been made to the accompanying figures as of March 31,
1996 and for the three months ended March 31, 1996 and 1995.
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 investments.
The Partnership and its consolidated ventures have currently budgeted
in 1996 approximately $1,200,000 for tenant improvements and other capital
expenditures, which is a reduction of approximately $1,600,000 from
original budget estimates due to the disposition of Wilshire Bundy as
discussed above.
The Partnership has held certain of its investment properties longer
than originally anticipated in an effort to maximize the return to the
Limited Partners. After reviewing the remaining properties and the
competitive marketplaces in which they operate, the General Partners of the
Partnership expect to be able to conduct an orderly liquidation of most of
its remaining investment portfolio as quickly as practicable. As a result,
the Partnership currently expects that it will sell or dispose of its
remaining investment properties, with the possible exception of its
interests in the 237 Park Avenue and the 1290 Avenue of the America
properties, no later than the end of 1999 barring unforeseen economic
developments. Although the Partnership expects to distribute sale proceeds
from the disposition of certain of the Partnership's remaining investment
properties, aggregate distributions of net cash flow and sale and
refinancing proceeds received by the Limited Partners over the entire term
of the Partnership will be substantially less than half of their original
investment. However, in connection with sales or other dispositions
(including transfers of title to lenders) of properties (or interests
therein) owned by the Partnership or its joint ventures, the Limited
Partners may be allocated substantial gain for Federal income tax purposes
regardless of whether any proceeds are distributable from such sales or
other dispositions.
RESULTS OF OPERATIONS
The decrease in restricted funds at March 31, 1996 as compared to
December 31, 1995 is due primarily to the disposition of Wilshire Bundy
Plaza during March 1996 and all related property cash remitted to the
lender.
The Wilshire Bundy property was classified by the Partnership as held
for disposition at January 1, 1996. The decrease in interest, rents and
other receivables, prepaid expenses, land and leasehold improvements,
buildings and improvements, accumulated depreciation, deferred expenses,
accrued rents receivable, accounts payable and tenant security deposits at
March 31, 1996 as compared to December 31, 1995 is due primarily to the
disposition of Wilshire Bundy Plaza to the lender in March 1996. In
addition, the decrease in land and leasehold improvements and buildings and
improvements at March 31, 1996 as compared to December 31, 1995 is also due
to the $16,000,000 provision for value impairment (reflected as the
cumulative effect of an accounting change in the accompanying consolidated
financial statements) recorded at Wilshire Bundy on January 1, 1996. Due
to such provision, and the suspension of depreciation provisions pursuant
to SFAS 121, no gain or loss on the disposition of the property was
required for the three months ended March 31, 1996.
The decrease in current portion of long-term debt and accrued interest
at March 31, 1996 as compared to December 31, 1995 is primarily due to the
disposition of Wilshire Bundy Plaza in March 1996. The decrease in accrued
interest at March 31, 1996 as compared to December 31, 1995 is partially
offset by the accrual of interest on the debt secured by the Partnership's
interest in the South Tower Venture for which the Partnership has suspended
debt service payments. Reference is also made to Part II. Item 3. -
Default Upon Senior Securities.
Interest income decreased for the three months ended March 31, 1996 as
compared to the three months ended March 31, 1995 primarily due to lower
average investments in U.S. Government obligations in 1996 due to the
distribution to the Partners of $8,101,664 in February 1995.
The decrease in rental income for the three months ended March 31,
1996 as compared to the three months ended March 31, 1995 is due primarily
to the loss of a significant tenant and releasing of the space at a reduced
rental rate during 1995 at Wilshire Bundy Plaza.
The decrease in mortgage and other interest expense for the three
months ended March 31, 1996 as compared to the three months ended March 31,
1995 is due to the disposition of Louisiana Tower in August 1995 and the
1995 refinancing of the first and second mortgage notes secured by the
Louis Joliet Mall.
The decrease in depreciation expense for the three months ended March
31, 1996 as compared to the three months ended March 31, 1995 is primarily
due to the disposition of Louisiana Tower in August 1995 and suspension of
depreciation at Wilshire Bundy Plaza effective January 1, 1996.
The decrease in property operating expenses for the three months ended
March 31, 1996 as compared to the three months ended March 31, 1995 is due
to the disposition of Louisiana Tower in August 1995.
The increase in the Partnership's share of loss from operations of
unconsolidated ventures for the three months ended March 31, 1996 as
compared to the three months ended March 31, 1995 is primarily due to
reduced rental income at Piper Jaffray Tower due to the expansion of Piper
Jaffray, Inc. at a lower rental rate than the previous tenant and reduced
rental income at Wells Fargo-IBM Tower due to the early move-out of two
major law firm tenants in 1995.
The gain on sale of investment properties and the related
extraordinary gain on forgiveness of indebtedness for the three months
ended March 31, 1995 is due to the sale of the Brittany Downs Apartments
Phase I and Phase II in January 1995.
The extraordinary gain on forgiveness of indebtedness for the three
months ended March 31, 1996 is due to the disposition of the Wilshire Bundy
Plaza in March 1996 as discussed above.
The cumulative effect of an accounting change in the amount of
$16,000,000 for the three months ended March 31, 1996 was recorded January
1, 1996 due to the requirements of SFAS 121.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On October 17, 1995, an action entitled TEACHERS INSURANCE AND ANNUITY
ASSOCIATION V. CARLYLE REAL ESTATE LIMITED PARTNERSHIP-XIV was filed in
California Superior Court of Los Angeles County, California. In the
lawsuit, Teachers Insurance and Annuity Association ("Teachers"), as the
holder of the first mortgage loan secured by the Wilshire Bundy Plaza
office building, sought to foreclose the mortgage and obtain title to the
property. As a result of competitive market conditions combined with
significant lease turnover, the property did not and would not generate
sufficient cash flow to pay re-leasing costs, anticipated capital costs and
required debt service during 1995 and several years after. Consequently,
in December 1994, the Partnership ceased making the required debt service
payments on the first mortgage loan and commenced discussions with Teachers
to obtain a modification of the loan to reduce the debt service and cover
capital and re-leasing costs expected to be incurred over the next several
years. Teachers refused to provide such a loan modification, and the
Partnership decided not to commit any significant additional amounts of
capital to the property since recovery of such amounts would be unlikely.
By agreement of the parties, the court appointed a receiver for the
property. The Partnership did not contest the foreclosure action. Title
to the property was transferred to Teachers on March 27, 1996.
Reference is made to the Notes to Consolidated Financial Statements
included in this report regarding the Partnership's involvement in the 900
Third Avenue Associates litigation.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Reference is made to Notes to Consolidated Financial Statements
included in this report for a discussion of defaults under, and/or current
attempts to obtain modifications of, loans secured by the Wells Fargo South
Tower and the Partnership's interest in the South Tower Venture which
discussions are hereby incorporated by reference.
Reference is made to Notes to Consolidated Financial Statements
included in the Partnership's 1995 Annual Report on Form 10-K for a
discussion of defaults under, and current attempts to restructure, the
mortgage loan currently secured by the 237 Park Avenue and 1290 Avenue of
the Americas office buildings which discussions are hereby incorporated by
reference. Interest in arrears related to the mortgage loan at March 31,
1996 is approximately $16,026,000.
<TABLE>
PART II. OTHER INFORMATION
ITEM 5. OTHER INFORMATION
OCCUPANCY
The following is a listing of approximate occupancy levels by quarter for the Partnership's investment
properties owned during 1996.
<CAPTION>
1995 1996
------------------------------------- ------------------------------
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. Wilshire Bundy Plaza
Los Angeles, California. . . 83% 87% 86% 86% N/A
2. Mariners Pointe Apartments
Stockton, California . . . . 85% 91% 96% 94% 91%
3. 237 Park Avenue Building
New York, New York . . . . . 98% 98% 98% 98% 98%
4. 1290 Avenue of the
Americas Building
New York, New York . . . . . 94% 94% 94% 78% 78%
5. 1090 Vermont Avenue
Building
Washington, D.C. . . . . . . 95% 95% 93% 95% 91%
6. Piper Jaffray Tower
Minneapolis, Minnesota . . . 97% 97% 98% 98% 98%
7. 900 Third Avenue Building
New York, New York . . . . . 94% 96% 96% 97% 97%
8. Wells Fargo Center
South Tower
Los Angeles, California. . . 96% 96% 96% 95% 95%
9. Louis Joliet Mall
Joliet, Illinois . . . . . . 79% 80% 87% 88% 77%
<FN>
- ----------------
An "N/A" indicates that the property was disposed of and was not owned by the Partnership at the end of the
quarter.
</TABLE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
3-A.* Amended and Restated Agreement of Limited
Partnership.
3-B.* Assignment Agreement by and among the Partnership,
the General Partners and the Initial Limited Partner.
4-A. Long-term debt documents relating to the first
mortgage loan secured by the Wilshire Bundy Plaza in Los Angeles,
California are hereby incorporated by reference to the Partnership's Report
on Form 8-K (File No. 0-15962) dated February 19, 1986.
4-B. Long-term debt documents relating to the first
mortgage loan secured by the 2 Broadway, 1290 Avenue of the Americas and
237 Park Avenue Buildings are hereby incorporated by reference to the
Partnership's Post-Effective Amendment #1 to the Partnership's Registration
Statement on Form S-11 (File No. 0-15962) dated June 4, 1984.
4-C. Long-term debt documents relating to the refinancing
of the first mortgage loan secured by the 1090 Vermont office building in
Washington, D.C., copies of which are hereby incorporated by reference to
the Partnership's Report for December 31, 1994 on Form 10-K (File No. 0-
15962) dated March 27, 1995.
4-D. Long-term debt documents relating to the September,
1995 refinancing of the first and second mortgage loans secured by the
Louis Joliet Mall in Joliet, Illinois are hereby incorporated by reference
to the Partnership's Report for September 30, 1995 on Form 10-Q (File No.
0-15962) dated November 9, 1995.
10-A. Acquisition documents relating to the purchase by the
Partnership of the Wilshire Bundy Plaza in Los Angeles, California are
hereby incorporated by reference to the Partnership's Report on Form 8-K
(File No. 0-15962) dated February 19, 1986.
10-B. Acquisition documents relating to the purchase by the
Partnership of an interest in the 1290 Avenue of the Americas Building in
New York, New York are hereby incorporated by reference to the
Partnership's Post-Effective Amendment #1 to the Partnership's Registration
Statement on Form S-11 (File No. 0-15962) dated June 4, 1984.
10-C. Acquisition documents relating to the purchase by the
Partnership of an interest in the 237 Park Avenue Building in New York, New
York are hereby incorporated by reference to the Partnership's Post-
Effective Amendment #1 to the Partnership's Registration Statement on Form
S-11 (File No. 0-15962) dated June 4, 1984.
10-D. Acquisition documents relating to the purchase by the
Partnership of an interest in the Wells Fargo Center - IBM Tower in Los
Angeles, California are hereby incorporated by reference to the
Partnership's Post-Effective Amendment #5 to the Partnership's Registration
Statement on Form S-11 (File No. 0-15962) dated June 4, 1984.
10-E. Acquisition documents relating to the purchase by the
Partnership of the Louis Joliet Mall in Joliet, Illinois are hereby
incorporated by reference to the Partnership's Report on Form 8-K (File No.
0-15962) dated August 1, 1985.
10-F. Agreement of Limited Partnership of Carlyle-XIV
Associates, L.P. is hereby incorporated by reference to the Partnership's
Report on Form 10-Q (File No. 0-15962) dated May 14, 1993.
10-G. Second Amended and Restated Articles of Partnership
of JMB/NYC Office Building Associates, is hereby incorporated by reference
to the Partnership's Report for December 31, 1993 on Form 10-K (File No. 0-
15962) dated March 28, 1994.
10-H. Documents relating to the sale by the Partnership of
its interest in the Old Orchard Urban Venture are hereby incorporated by
reference to the Partnership's Report on Form 8-K (File No. 0-15962) for
August 30, 1993, dated November 12, 1993.
10-I. Amended and Restated Certificate of Incorporation of
Carlyle-XIV Managers, Inc., (known as Carlyle Managers, Inc.) is hereby
incorporated by reference to the Partnership's Report for December 31, 1993
on Form 10-K (File No 0-15962) dated March 28, 1994.
10-J. Amended and Restated Certificate of Incorporation of
Carlyle-XIII Managers, Inc., (known as Carlyle Investors, Inc.), is hereby
incorporated by reference to the Partnership's Report for December 31, 1993
on Form 10-K (File No. 0-15962) dated March 28, 1994.
10-K. $1,200,000 demand note between Carlyle-XIV
Associates, L.P. and Carlyle Managers, Inc., is hereby incorporated by
reference to the Partnership's Report for December 31, 1993 on Form 10-K
(File No. 0-15962) dated March 28, 1994.
10-L. $1,200,000 demand note between Carlyle-XIV
Associates, L.P. and Carlyle Investors, Inc., is hereby incorporated by
reference to the Partnership's Report for December 31, 1993 on Form 10-K
(File No. 0-15962) dated March 28, 1994.
10-M. Proposed Restructure of Two Broadway, 1290 Avenue of
the Americas and 237 Park Avenue, New York, New York and Summary of Terms
dated October 14, 1994, a copy of which is hereby incorporated by reference
to the Partnership's Report for December 31, 1994 on Form 10-K (File No. 0-
15962) dated March 27, 1995.
10-N. Assumption Agreements dated October 14, 1994 made by
237 Park Avenue Associates and by 1290 Associates in favor and for the
benefit of O&Y Equity Company, L.P., O&Y NY Building Corp. and JMB/NYC
Office Building Associates, L.P., copies of which are hereby incorporated
by reference to the Partnership's Report for December 31, 1994 on Form 10-K
(File No. 0-15962) dated March 27, 1995.
10-O. Assumption Agreements dated October 14, 1994 made by
O&Y Equity Company, L.P., and by O&Y NY Building Corp. and by JMB/NYC
Office Building Associates, L.P. in favor and for the benefit of 2 Broadway
Associates and 2 Broadway Land Company, copies of which are hereby
incorporated by reference to the Partnership's Report for December 31, 1994
on Form 10-K (File No. 0-15962) dated March 27, 1995.
10-P. Lockbox and forbearance agreements related to the
mortgage note secured by the Wells Fargo Building, copies of which are
hereby incorporated by reference to the Partnership's Report for December
31, 1994 on Form 10-K (File No. 0-15962) dated March 27, 1995.
10-Q. Amendment No. 1 to the Agreement of Limited
Partnership of Carlyle-XIV Associates, L.P. dated January 1, 1994 by and
between Carlyle Investors, Inc. a Delaware corporation, as general partner,
and Carlyle Real Estate Limited Partnership-XIV, an Illinois limited
partnership, as limited partner, is hereby incorporated by reference to the
Partnership's Report for March 31, 1995 on Form 10-Q (File No. 0-15962)
dated May 11, 1995.
10-R. Amendment No. 1 to the Second Amended and Restated
Articles of Partnership of JMB/NYC Office Building Associates, L.P. dated
January 1, 1994 by and between Carlyle Managers, Inc. a Delaware
corporation, as general partner, and Carlyle-XIII Associates, L.P. a
Delaware limited partnership, Carlyle-XIV Associates, L.P. a Delaware
limited partnership and Property Partners, L.P. a Delaware limited
partnership, as the limited partners, is hereby incorporated by reference
to the Partnership's Report for March 31, 1995 on Form 10-Q (File No. 0-
15962) dated May 11, 1995.
10-S. Agreement of Sale between 2 Broadway Associates, L.P.
and 2 Broadway Acquisition Corp. dated August 10, 1995, is hereby
incorporated by reference to the Partnership's Report for December 31, 1995
on Form 10-K (File No. 0-15962) dated March 25, 1996.
10-T. Agreement of Conversion of 1290 Associates into 1290
Associates, L.L.C. dated October 10, 1995 among JMB/NYC Office Building
Associates, L.P., an Illinois limited partnership, O&Y Equity Company,
L.P., a Delaware limited partnership and O&Y NY Building Corp., a Delaware
corporation, is hereby incorporated by reference to the Partnership's
Report for December 31, 1995 on Form 10-K (File No. 0-15962) dated March
25, 1996.
10-U. Agreement of Conversion of 237 Park Avenue Associates
into 237 Park Avenue Associates, L.L.C., dated October 10, 1995 among
JMB/NYC Office Building Associates, L.P., an Illinois limited partnership,
O&Y Equity Company, L.P., a Delaware limited partnership and O&Y NY
Building Corp., a Delaware corporation, is hereby incorporated by reference
to the Partnership's Report for December 31, 1995 on Form 10-K (File No. 0-
15962) dated March 25, 1996.
10-V. Trustee's Deed of Sale dated March 27, 1996 relating
to the conveyance of title and interest in Wilshire Bundy Plaza to Teachers
Insurance and Annuity Association of America (Grantee) by Chicago Title
Company (Trustee) for Carlyle Real Estate Limited Partnership - XIV
(Trustor), a copy of which is filed herewith.
27. Financial Data Schedule
- -------------------
* Previously filed as Exhibits 3-B, 3-C and 10-H to the
Partnership's Report for December 31, 1992 on Form 10-K of the Securities
Exchange Act (File No. 0-15962) filed on March 30, 1993 and hereby
incorporated herein by reference.
(b) No reports on Form 8-K have been filed for the quarter
covered by this report.
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 - XIV
BY: JMB Realty Corporation
(Corporate General Partner)
By: GAILEN J. HULL
Gailen J. Hull, Senior Vice President
Date: May 10, 1996
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: May 10, 1996
WHEN RECORDED MAIL TO
Teachers Insurance & Annuity Association
c/o Loob & Loob
Attn: Lance Jurich, Esq.
1000 Willshire Blvd., Suite 1800
Los Angeles, CA 90017-2475
MAIL TAX STATEMENTS TO
Same as Above
Title Order No. 2956905-11 Trustee Sale No. 5579-40 Reference No.
TRUSTEE'S DEED UPON SALE
A.P.N. No. 4264-026-055
The undersigned grantor declares:
1) The grantee herein was the foreclosing beneficiary...
2) The amount of the unpaid debt together with costs was...$48,006,651.82
3) The amount paid by the grantee at the trustee sale was..$42,000,000.00
4) The documentary transfer tax is.........................None
5) Said property is in the City of Los Angeles
and CHICAGO TITLE COMPANY, A CALIFORNIA CORPORATION
(herein called Trustee), as the duty appointed Trustee under the Deed of
Trust hereinafter described, does hereby grant and convey, but without
covenant or warranty, express or implied, to TEACHERS INSURANCE AND ANNUITY
ASSOCIATION OF AMERICA, a New York corporation
(herein called Grantee), all of its right, title and interest in and to
that certain property situated in the County of LOS ANGELES, State of
California, described as follows: SEE EXHIBIT 'A' ATTACHED HERETO AND MADE
A PART HEREOF, CONSISTING OF 4 PAGES.
This document filed for recording by Chicago Title Insurance
and Trust as an ---------- only. It has not been examined as to its
execution or as to its effect upon the title.
RECITALS:
This conveyance is made pursuant to the powers conferred upon Trustee by
that certain Deed of Trust dated 03/26/86 and executed by CARLYLE REAL
ESTATE LIMITED PARTNERSHIP-XIV, an Illinois limited partnership
as Trustor, and recorded 03/27/86 as Instrument No. 86-382021 in book
- --------------- page ----- of Official Records of LOS ANGELES County,
California, and after fulfillment of the conditions specified in said Deed
of Trust authorizing this conveyance.
Default occurred as set forth in a Notice of Default and Election to Sell
which was recorded in the office of the Recorder of said County.
Continued on page 2
- Page 1 -
Title Order No. 2956905-11
Trustee Sale No. 5579-40
Reference No.
All requirements of law regarding the mailing of copies of notices or the
publication of a copy of the Notice of Default or the personal delivery of
the copy of the Notice of Default and the posting and publication of copies
of the Notice of a Sale have been complied with.
Said property was sold by said Trustee at public auction on 03/27/96 at the
place named in the Notice of Sale, in the County of LOS ANGELES,
California, in which the property is situated. Grantee, being the highest
bidder at such sale, became the purchaser of said property and paid
therefore to said trustee the amount bid being $42,000,000.00 in lawful
money of the United States, or by the satisfaction, protanto, of the
obligations then secured by said Deed of Trust.
Date: 03/27/96
CHICAGO TITLE COMPANY
as Trustee
DANIELLE WEINGARTEN,
Danielle Weingarten, Asst. Vice Pres.
LORI ABBEY
Lori Abbey, Asst. Secretary
STATE OF California
COUNTY OF San Bernardino
On 3/27/96 before me, Teresa M. Drake, a Notary Public in and for said
county, personalty appeared Danielle Weingarten and Lori Abbey personalty
known to me (or proved to me on the basis of satisfactory evidence) to be
the person(s) is/are subscribed to the within instrument and acknowledged
to me that he/she/they executed the same in his/her/their authorized
capacity(ies), and that by his/her/their signature(s) on the instrument the
person(s), or the entity upon behalf of which the person(s) acted, executed
the Instrument.
WITNESS my hand and official seal.
TERESA M. DRAKE
Teresa M. Drake
Notary Public in and for said County and State
- Page 2 -
DESCRIPTION
EXHIBIT "A"
TS 5579-40
PARCEL 1:
LOTS 2 AND 3 IN BLOCK 4 OF TRACT NO. 5908, IN THE CITY OF LOS ANGELES,
COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN
BOOK 65
PAGE 70 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
PARCEL 2:
DETERMINABLE FEE ESTATE IN AND TO ALL OF THAT CERTAIN REAL
PROPERTY
SITUATE, LYING AND BEING IN THE CITY AND COUNTY OF LOS ANGELES, STATE
OF
CALIFORNIA, COMPRISING THE BUILDINGS AND IMPROVEMENTS, NOW OR
HEREAFTER
ERECTED OR BEING ON THE FOLLOWING DESCRIBED REAL PROPERTY;
LOT 1 IN BLOCK 4 OF TRACT NO. 5908, IN THE CITY OF LOS ANGELES, COUNTY
OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 65
PAGES
70 AND 71 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
LOTS 1 AND 2 IN BLOCK 11 OF SAN VICENTE PARK, IN THE CITY OF LOS
ANGELES, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP
RECORDED IN
BOOK 12 PAGES 62 AND 63 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER
OF
SAID COUNTY.
SUBJECT TO THE LIMITATIONS CONTAINED IN SECTION 3.5 OF THE GROUND
LEASE
DESCRIBED IN PARCEL 3 BELOW.
PARCEL 3:
ALL OF THAT CERTAIN LEASEHOLD ESTATE (EXCEPT FOR THE LAST DAY OF
THE
TERM THEREOF UNLESS SAID TERM SHALL HAVE BEEN EXTENDED, IN WHICH
CASE
EXCEPT FOR THE LAST DAY OF SAID TERM AS SO EXTENDED) CREATED BY THAT
CERTAIN INDENTURE OF LEASE DATED AUGUST 19, 1980, BY AND BETWEEN
UNITED
CALIFORNIA BANK (NOW FIRST INTERSTATE BANK OF CALIFORNIA), PATRICIA
WHITNEY, JACK D. BARNARD AND CHARLES M. BARNARD, AS CO-TRUSTEES
UNDER THE
MARITAL DEDUCTION TRUST AND THE RESIDUARY TRUST OF THE WILL OF
AUSTIN M.
BARNARD, DECEASED, (HEREIN "CO-TRUSTEES"), AS LESSOR, AND GOTTLIES,
LOCKE &
LEBOWITZ, A CALIFORNIA GENERAL PARTNERSHIP, (HEREIN "GLL"), AS LESSEE,
A
SHORT FORM OF WHICH WAS RECORDED ON NOVEMBER 7, 1980 AS INSTRUMENT
NO. 80-
1119584, IN OFFICIAL RECORDS OF LOS ANGELES COUNTY, CALIFORNIA, AS
AMENDED
BY THE FOLLOWING AMENDMENTS: (i) AMENDMENT NO. 1 TO LEASE DATED
JULY 20,
1981 BETWEEN CO-TRUSTEES AND D M G, LTD., A CALIFORNIA GENERAL
PARTNERSHIP,
(HEREIN "DMG"), A SHORT FORM OF WHICH WAS RECORDED ON AUGUST 26, 1981
AS
INSTRUMENT NO. 81-851927, IN SAID OFFICIAL RECORDS; (ii) AMENDMENT NO. 2
TO
LEASE DATED SEPTEMBER 8, 1981 BETWEEN CO-TRUSTEES AND MURDOCK-WB
ASSOCIATES, A CALIFORNIA GENERAL PARTNERSHIP, (HEREIN "MURDOCK"), A
SHORT
FORM OF WHICH WAS RECORDED ON NOVEMBER 13, 1981 AS INSTRUMENT NO. 81-
1121287, IN SAID OFFICIAL RECORDS; (iii) AMENDMENT NO. 3 TO LEASE DATED
OCTOBER 1, 1981, BETWEEN CO-TRUSTEES AND MURDOCK, A SHORT FORM OF
WHICH WAS
RECORDED ON NOVEMBER 16, 1981 AS INSTRUMENT NO. 81-1125662, IN SAID
OFFICIAL RECORDS; (iv) AMENDMENT NO. 4 TO LEASE DATED NOVEMBER 12, 1981,
BETWEEN CO-TRUSTEES AND MURDOCK, A
PAGE 1 OF 4
SHORT FORM OF WHICH WAS RECORDED ON DECEMBER 17, 1981 AS
INSTRUMENT NO.
81-1239529, IN SAID OFFICIAL RECORDS; (v) AMENDMENT NO. 5 TO LEASE DATED
OCTOBER 1, 1985, BETWEEN FIRST INTERSTATE BANK OF CALIFORNIA, PATRICIA
WHITNEY, JACK D. BARNARD AND CHARLES M. BARNARD, AS CO-TRUSTEES UTA
AUSTIN
M. BARNARD, DECEASED, AND FIRST INTERSTATE BANK OF CALIFORNIA AND
AUSTIN
WHITNEY, AS CO-EXECUTORS OF THE ESTATE OF MARY E. BARNARD, DECEASED,
(COLLECTIVELY HEREIN "TRUSTEES & EXECUTORS"), AS LANDLORD, AND
MURDOCK, AS
TENANT, NO SHORT FORM OF WHICH WAS RECORDED; AND (vi) AMENDMENT NO.
6 TO
LEASE DATED NOVEMBER 7, 1985, BETWEEN TRUSTEES & EXECUTORS, AS
LANDLORD,
AND CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIV, AN ILLINOIS LIMITED
PARTNERSHIP (HEREIN "CARLYLE"), AS TENANT, NO SHORT FORM OF WHICH WAS
RECORDED (COLLECTIVELY, THE "GROUND LEASE"); TOGETHER WITH ALL OF THE
RIGHT, TITLE AND INTEREST OF TRUSTOR, AS TENANT THEREIN, WHICH GROUND
LEASE
GRANTS THE TENANT THEREIN THE USE AND OCCUPANCY OF THE FOLLOWING
DESCRIBED
REAL PROPERTY:
LOT 1 IN BLOCK 4 OF TRACT NO. 5908, IN THE CITY OF LOS ANGELES, COUNTY
OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 65
PAGES
70 AND 71 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
LOTS 1 AND 2 IN BLOCK 11 OF SAN VICENTE PARK, IN THE CITY OF LOS
ANGELES, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP
RECORDED IN
BOOK 12 PAGES 62 AND 63 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER
OF
SAID COUNTY.
TOGETHER WITH ALL RENEWALS, AMENDMENTS, MODIFICATIONS AND
EXTENSIONS OF
THE GROUND LEASE AND ALL CREDITS, RIGHTS, OPTIONS, DEPOSITS, PRIVILEGES,
APPURTENANCES AND EASEMENTS THEREUNDER AND RUNNING TO THE BENEFIT
OF
TRUSTOR, AS TENANT THEREUNDER, AND ITS SUCCESSORS AND ASSIGNS.
PARCEL 4:
THE SOUTHEASTERLY ONE-HALF OF THE ALLEY IN BLOCK 4 OF TRACT NO. 5908,
IN THE CITY OF LOS ANGELES, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA,
AS
SHOWN ON THE MAP RECORDED IN BOOK 65, PAGES 70 AND 71 OF MAPS, IN THE
OFFICES OF THE COUNTY RECORDER OF SAID COUNTY, THAT WOULD PASS WITH
A LEGAL
CONVEYANCE OF LOTS 1, 2, AND 3 OF SAID BLOCK 4, VACATED BY RESOLUTION
TO
VACATE NO. 83-21982, RECORDED APRIL 27, 1983 AS INSTRUMENT NO. 83-466467,
OFFICIAL RECORDS.
PARCEL 5:
EASEMENTS FOR CERTAIN ENCROACHMENTS PURSUANT TO THE TERMS AND
PROVISIONS OF THAT CERTAIN DECLARATION OF EASEMENTS BY MURDOCK-WB
ASSOCIATES, A CALIFORNIA GENERAL PARTNERSHIP, DATED SEPTEMBER 24, 1985
AND
RECORDED ON OCTOBER 21, 1985 AS INSTRUMENT NO. 854-1236595, IN THE OFFICE
OF THE COUNTY RECORDER OF SAID COUNTY, AS GRANTED IN THAT CERTAIN
DEED
RECORDED ON NOVEMBER 8, 1985 AS INSTRUMENT NO. 85-1325654, IN THE OFFICE
OF
THE COUNTY RECORDER OF SAID COUNTY.
PAGE 2 OF 4
PARCEL 6:
CERTAIN NON-EXCLUSIVE EASEMENTS FOR NECESSARY ANCILLARY USE
CUSTOMARY
TO A SERVICE DRIVEWAY FOR PICK-UP, DELIVERY, LOADING, UNLOADING, TRASE
REMOVAL AND MAINTENANCE PURSUANT TO THE TERMS AND PROVISIONS OF
THAT
CERTAIN DECLARATION OF RECIPROCAL EASEMENTS, BY MURDOCK-WB
ASSOCIATES, A
CALIFORNIA GENERAL PARTNERSHIP, DATED JULY 18, 1985 AND RECORDED ON
OCTOBER
9, 1985 AS INSTRUMENT NO. 85-1183374, IN THE OFFICE OF THE COUNTY RECORDER
OF SAID COUNTY, AS GRANTED IN THAT CERTAIN DEED RECORDED ON
NOVEMBER 8,
1985 AS INSTRUMENT NO. 85-1325654, IN THE OFFICE OF THE COUNTY RECORDER
OF
SAID COUNTY.
PARCEL 7:
NON-EXCLUSIVE EASEMENTS FOR THE INSTALLATION, OPERATION, FLOW AND
PASSAGE, USE, MAINTENANCE, REPAIR, RELOCATION AND REMOVAL OF SEWERS
(INCLUDING UNDERGROUND STORM SEWERS), WATER AND GAS MAINS,
ELECTRICAL POWER
LINES, TELEPHONE LINES AND OTHER UTILITY LINES, ALL OF SUCH SEWERS,
MAINS,
AND LINES TO BE UNDERGROUND, AS GRANTED BY THAT CERTAIN RECIPROCAL
EASEMENT
AGREEMENT, DATED AUGUST 19, 1980, A MEMORANDUM OF WHICH WAS FILED
ON
OCTOBER 21, 1985 AS INSTRUMENT NO. 85-1236594, IN THE OFFICE OF THE COUNTY
RECORDER OF SAID COUNTY, EXECUTED BY FIRST INTERSTATE BANK OF
CALIFORNIA
(FORMERLY UNITED CALIFORNIA BANK), PATRICIA WHITNEY, JACK D. BARNARD
AND
CHARLES M. BARNARD, AS CO-TRUSTEES UTA AUSTIN M. BARNARD, DECEASED
(HEREIN
"CO-TRUSTEES"), AND FIRST INTERSTATE BANK OF CALIFORNIA AND AUSTIN
WHITNEY,
AS CO-EXECUTORS OF THE ESTATE OF MARY E. BARNARD, DECEASED (HEREIN
"CO-
EXECUTORS") AND MURDOCK ASSOCIATES, A CALIFORNIA GENERAL
PARTNERSHIP, AS
AMENDED BY AMENDMENT NO. 1, DATED OCTOBER 1, 1985, ALONG WITH
CERTAIN
EASEMENTS FOR INGRESS, EGRESS, PASSAGE AND PARKING OF VEHICLES,
PASSAGE AND
ACCOMMODATION OF PEDESTRIANS AND THE DOING OF SUCH OTHER THINGS AS
ARE
THEREIN AUTHORIZED OR REQUIRED, WITH RIGHT TO GRANT SAME TO
"PERMITTEES",
OVER PORTIONS OF SAID LAND AS THEREIN DESCRIBED, UPON THE TERMS,
COVENANTS
AND CONDITIONS AS THEREIN PROVIDED. SAID RECIPROCAL EASEMENT
AGREEMENT
ALSO PROVIDES FOR NON-EXCLUSIVE EASEMENTS FOR THE DEVELOPMENT AND
CONSTRUCTION OF THE BUILDINGS, IMPROVEMENTS AND "COMMON AREA"
LOCATED OR TO
BE LOCATED ON SAID LAND PURSUANT TO THE UNRECORDED LEASE INSURED
HEREIN AND
FOR THE RECONSTRUCTION, ERECTION, REMOVAL AND MAINTENANCE OF SAID
BUILDINGS, IMPROVEMENTS AND "COMMON AREA".
PAGE 3 OF 4
TOGETHER WITH ALL BUILDINGS AND IMPROVEMENTS OF EVERY KIND AND
DESCRIPTION AT THE TIME OF SAID DEED OF TRUST OR THEREAFTER ERECTED
OR
PLACED ON THE PREMISES, AND ALL MATERIALS INTENDED FOR CONSTRUCTION,
RE-
CONSTRUCTION, ALTERATION AND REPAIRS OF SUCH IMPROVEMENTS AT THE
TIME OF
SAID DEED OF TRUST OR THEREAFTER ERECTED THEREON; AND ALL FIXTURES
AND
ARTICLES OF PERSONAL PROPERTY AT THE TIME OF SAID DEED OF TRUST OR
THEREAFTER OWNED BY TRUSTOR AND ATTACHED TO OR CONTAINED IN AND
USED IN
CONNECTION WITH THE PREMISES, INCLUDING BUT NOT LIMITED TO ALL
APPARATUS,
MACHINERY, MOTORS, ELEVATORS, FITTINGS, RADIATORS, GAS RANGES, ICES
BOXES,
MECHANICAL REFRIGERATORS, AWNINGS, SHADES, SCREENS, OFFICE EQUIPMENT
AND
OTHER FURNISHINGS, AND ALL PLUMBING, HEATING, LIGHTING, COOKING,
LAUNDRY,
VENTILATING, REFRIGERATING, INCINERATING, AIR-CONDITIONING AND
SPRINKLER
EQUIPMENT AND FIXTURES AND APPURTENANCES THERETO; AND ALL RENEWALS
OR
REPLACEMENTS THEREOF OR ARTICLES IN SUBSTITUTION THEREFOR, WHETHER
OR NOT
THE SAME ARE OR SHALL BE ATTACHED TO SAID BUILDING OR BUILDINGS IN
ANY
MANNER; TOGETHER WITH ALL PROCEEDS (INCLUDING CLAIMS AND DEMANDS
THEREFOR)
OF THE CONVERSION, VOLUNTARY OR INVOLUNTARY, OF ANY OF THE
FOREGOING INTO
CASH OR LIQUIDATED CLAIMS, INCLUDING, WITHOUT LIMITATION, THE
PROCEEDS OF
INSURANCE AND CONDEMNATION AWARDS INVOLVING THE PREMISES OR ANY
BUILDINGS
OR OTHER IMPROVEMENTS AT THE TIME OF SAID DEED OF TRUST OR
THEREAFTER
ERECTED OR PLACED ON THE PREMISES;
TOGETHER WITH ALL DEPOSITS MADE WITH OR OTHER SECURITY GIVEN TO
UTILITY
COMPANIES OR GOVERNMENTAL BRANCHES OR AGENCIES BY TRUSTOR WITH
RESPECT TO
THE PREMISES AND ALL ADVANCE PAYMENTS OF INSURANCE PREMIUMS MADE
BY TRUSTOR
WITH RESPECT THERETO;
TOGETHER WITH, INSOFAR AS PERMITTED BY APPLICABLE LAW, ALL LICENSES
(INCLUDINGS, BUT NOT LIMITED TO, ANY OPERATING LICENSES OR SIMILAR
MATTER),
CONTRACTS, MANAGEMENT AGREEMENT OR CONTRACT, FRANCHISE
AGREEMENTS, PERMITS,
AUTHORITIES OR CERTIFICATES REQUIRED, USED OR USEFUL IN CONNECTION
WITH THE
OWNERSHIP, USE, ENJOYMENT, OCCUPANCY, MANAGEMENT OR OPERATION OF
THE
PREMISES.
PAGE 4 OF 4
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
REGISTRANT'S FORM 10-Q FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
INCLUDED IN SUCH REPORT.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1996
<CASH> 17,589,507
<SECURITIES> 0
<RECEIVABLES> 742,996
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 18,332,503
<PP&E> 56,094,252
<DEPRECIATION> 16,757,948
<TOTAL-ASSETS> 65,809,476
<CURRENT-LIABILITIES> 25,222,681
<BONDS> 26,000,000
<COMMON> 0
0
0
<OTHER-SE> (175,140,665)
<TOTAL-LIABILITY-AND-EQUITY> 65,809,476
<SALES> 3,599,805
<TOTAL-REVENUES> 3,727,618
<CGS> 0
<TOTAL-COSTS> 2,323,383
<OTHER-EXPENSES> 509,968
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,158,950
<INCOME-PRETAX> (1,264,683)
<INCOME-TAX> 0
<INCOME-CONTINUING> (5,611,300)
<DISCONTINUED> 0
<EXTRAORDINARY> 23,757,141
<CHANGES> (16,000,000)
<NET-INCOME> 2,145,841
<EPS-PRIMARY> 6.92
<EPS-DILUTED> 6.92
</TABLE>
