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, 1997 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 [ ]
<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. . . . . . . . . . . . . . 16
PART II OTHER INFORMATION
Item 5. Other Information. . . . . . . . . . . . . . . . 19
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . 20
<PAGE>
<TABLE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIV
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 1997 AND DECEMBER 31, 1996
(UNAUDITED)
ASSETS
------
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1997 1996
------------- -----------
<S> <C> <C>
Current assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . $ 18,728,681 18,069,904
Interest, rents and other receivables (net of allowance
for doubtful accounts of $68,830 and $22,675 at
September 30, 1997 and December 31, 1996, respectively) . . . . . 66,871 162,300
Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . . . . . 46,858 25,860
Escrow deposits . . . . . . . . . . . . . . . . . . . . . . . . . . 398,942 250,603
------------ ------------
Total current assets. . . . . . . . . . . . . . . . . . . . . 19,241,352 18,508,667
------------ ------------
Investment property held for sale or disposition. . . . . . . . . . . 33,910,537 33,602,388
------------ ------------
Investment in unconsolidated ventures, at equity. . . . . . . . . . . 6,435,420 6,279,874
Deferred expenses . . . . . . . . . . . . . . . . . . . . . . . . . . 1,141,504 1,158,543
Accrued rents receivable. . . . . . . . . . . . . . . . . . . . . . . 525,477 453,494
------------ ------------
$ 61,254,290 60,002,966
============ ============
<PAGE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIV
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED BALANCE SHEETS - CONTINUED
LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
-----------------------------------------------------
SEPTEMBER 30, DECEMBER 31,
1997 1996
------------- -----------
Current liabilities:
Current portion of long-term debt . . . . . . . . . . . . . . . . . $ 380,717 251,510
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . 315,317 1,018,641
Due to affiliates . . . . . . . . . . . . . . . . . . . . . . . . . 1,368,658 1,273,858
Accrued interest. . . . . . . . . . . . . . . . . . . . . . . . . . 171,950 173,983
Accrued real estate taxes . . . . . . . . . . . . . . . . . . . . . 745,528 600,100
Unearned rents. . . . . . . . . . . . . . . . . . . . . . . . . . . 141,713 435,718
------------ ------------
Total current liabilities . . . . . . . . . . . . . . . . . . 3,123,883 3,753,810
Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . . 15,669 15,168
Investment in unconsolidated ventures, at equity. . . . . . . . . . . 22,704,245 21,687,689
Long-term debt, less current portion. . . . . . . . . . . . . . . . . 50,895,698 48,359,317
------------ ------------
Commitments and contingencies
Total liabilities . . . . . . . . . . . . . . . . . . . . . . 76,739,495 73,815,984
Partners' capital accounts (deficits):
General partners:
Capital contributions . . . . . . . . . . . . . . . . . . . . . . 1,000 1,000
Cumulative net earnings (losses). . . . . . . . . . . . . . . . . (15,399,785) (15,345,058)
Cumulative cash distributions . . . . . . . . . . . . . . . . . . (1,316,336) (1,316,336)
------------ ------------
(16,715,121) (16,660,394)
------------ ------------
Limited partners:
Capital contributions, net of offering costs. . . . . . . . . . . 351,746,836 351,746,836
Cumulative net earnings (losses). . . . . . . . . . . . . . . . . (306,340,892) (304,723,432)
Cumulative cash distributions . . . . . . . . . . . . . . . . . . (44,176,028) (44,176,028)
------------ ------------
1,229,916 2,847,376
------------ ------------
Total partners' capital accounts (deficits) . . . . . . . . . (15,485,205) (13,813,018)
------------ ------------
$ 61,254,290 60,002,966
============ ============
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIV
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
(UNAUDITED)
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
-------------------------- ---------------------------
1997 1996 1997 1996
----------- ---------- ----------- -----------
<S> <C> <C> <C> <C>
Income:
Rental income . . . . . . . . . . . . . . . . $ 2,076,372 2,595,212 6,387,732 8,489,190
Interest income . . . . . . . . . . . . . . . 311,538 295,592 777,848 679,991
Other income. . . . . . . . . . . . . . . . . -- 31,356 377,802 431,738
----------- ---------- ---------- -----------
2,387,910 2,922,160 7,543,382 9,600,919
----------- ---------- ---------- -----------
Expenses:
Mortgage and other interest . . . . . . . . . 1,471,837 1,022,268 4,420,930 4,164,982
Depreciation. . . . . . . . . . . . . . . . . -- 366,571 -- 1,095,630
Property operating expenses . . . . . . . . . 983,405 1,471,741 2,875,606 4,644,117
Professional services . . . . . . . . . . . . 313 137,151 329,111 448,257
Amortization of deferred expenses . . . . . . 56,227 56,086 160,702 314,407
General and administrative. . . . . . . . . . 88,584 180,133 568,210 662,903
----------- ---------- ---------- -----------
2,600,366 3,233,950 8,354,559 11,330,296
----------- ---------- ---------- -----------
Operating earnings (loss) . . . . . . . (212,456) (311,790) (811,177) (1,729,377)
Partnership's share of the reduction
of the maximum unfunded obligation. . . . . . 67,126 -- 201,378 --
Partnership's share of operations
of unconsolidated ventures. . . . . . . . . . (619,044) 1,297,531 (1,062,388) (5,576,171)
----------- ---------- ---------- -----------
Net operating earnings (loss) . . . . . (764,374) 985,741 (1,672,187) (7,305,548)
----------- ---------- ---------- -----------
Net earnings (loss) before
extraordinary items and
cumulative effect of
accounting change . . . . . . . . . . -- -- -- (7,305,548)
<PAGE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIV
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED STATEMENTS OF OPERATIONS - CONTINUED
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
-------------------------- ---------------------------
1997 1996 1997 1996
----------- ---------- ----------- -----------
Extraordinary items:
Gain on forgiveness of indebtedness . . . . . -- -- -- 23,622,011
Cumulative effect of an accounting change . . . -- -- -- (16,000,000)
----------- ---------- ---------- -----------
Net earnings (loss) . . . . . . . . . . $ (764,374) 985,741 (1,672,187) 316,463
=========== ========== ========== ===========
Net earnings (loss) per limited
partnership interest:
Net operating earnings (loss) . . . . $ (1.83) 2.36 (4.00) (17.49)
Extraordinary items . . . . . . . . . -- -- -- 58.31
Cumulative effect of an
accounting change . . . . . . . . . -- -- -- (38.30)
----------- ---------- ---------- -----------
Net earnings (loss) . . . . . . . . $ (1.83) 2.36 (4.00) 2.52
=========== ========== ========== ===========
Cash distributions per
limited partnership
interest. . . . . . . . . . . . . . . $ -- -- -- --
=========== ========== ========== ===========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIV
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
(UNAUDITED)
<CAPTION>
1997 1996
------------ -----------
<S> <C> <C>
Cash flows from operating activities:
Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (1,672,187) 316,463
Items not requiring (providing) cash or cash equivalents:
Depreciation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -- 1,095,630
Amortization of deferred expenses . . . . . . . . . . . . . . . . . . . 160,702 314,407
Long-term debt - deferred accrued interest. . . . . . . . . . . . . . . 2,803,450 --
Partnership's share of the reduction of the
maximum unfunded obligation . . . . . . . . . . . . . . . . . . . . . (201,378) --
Partnership's share of operations of unconsolidated ventures. . . . . . 1,062,388 5,576,171
Extraordinary items . . . . . . . . . . . . . . . . . . . . . . . . . . -- (23,622,011)
Cumulative effect of an accounting change . . . . . . . . . . . . . . . -- 16,000,000
Changes in:
Restricted funds. . . . . . . . . . . . . . . . . . . . . . . . . . . . -- (861,169)
Interest, rents and other receivables . . . . . . . . . . . . . . . . . 95,429 (99,401)
Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . (20,998) 9,252
Escrow deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . (148,339) (198,267)
Accrued rents receivable. . . . . . . . . . . . . . . . . . . . . . . . (71,983) 50,373
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . (703,324) (165,255)
Due to affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . 94,800 236,005
Unearned rents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . (294,005) 138,659
Accrued interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . (2,033) 2,276,408
Accrued real estate taxes . . . . . . . . . . . . . . . . . . . . . . . 145,428 183,197
Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . . . 501 (8,401)
------------ -----------
Net cash provided by (used in) operating activities . . . . . . . 1,248,451 1,242,061
------------ -----------
<PAGE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIV
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
1997 1996
------------ -----------
Cash flows from investing activities:
Additions to investment properties. . . . . . . . . . . . . . . . . . . . (308,149) (461,152)
Partnership's distributions from unconsolidated ventures. . . . . . . . . -- 2,363,589
Payment of deferred expenses. . . . . . . . . . . . . . . . . . . . . . . (143,663) (161,406)
------------ -----------
Net cash provided by (used in) investing activities . . . . . . . (451,812) 1,741,031
------------ -----------
Cash flows from financing activities:
Principal payments on long-term debt. . . . . . . . . . . . . . . . . . . (137,862) --
------------ -----------
Net cash provided by (used in) financing activities . . . . . . . . (137,862) --
------------ -----------
Net increase (decrease) in cash and cash equivalents. . . . . . . . 658,777 2,983,092
Cash and cash equivalents, beginning of year. . . . . . . . . . . . 18,069,904 16,210,170
------------ -----------
Cash and cash equivalents, end of period. . . . . . . . . . . . . . $ 18,728,681 19,193,262
============ ===========
Supplemental disclosure of cash flow information:
Cash paid for mortgage and other interest . . . . . . . . . . . . . . . . $ 1,619,513 1,888,574
============ ===========
Extraordinary item due to forgiveness of indebtedness
secured by Wilshire Bundy Plaza. . . . . . . . . . . . . . . . . . . . . $ -- 23,622,011
============ ===========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIV
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1997 AND 1996
(UNAUDITED)
GENERAL
Readers of this quarterly report should refer to the Partnership's
audited financial statements for the year ended December 31, 1996 which are
included in the Partnership's 1996 Annual Report on Form 10-K 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 1996 Annual Report on Form 10-K.
The preparation of financial statements in accordance with GAAP
requires the Partnership to make estimates and assumptions that affect the
reported or disclosed amount of assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
The Partnership adopted Statement of Financial Accounting Standards
No. 121 ("SFAS 121") "Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to Be Disposed Of" ("SFAS 121") as required in
the first quarter of 1996. The Partnership's policy is to consider a
property to be held for sale or disposition when the Partnership has
committed to a plan to sell or dispose of such property and active
marketing activity has commenced or is expected to commence in the near
term or the Partnership has concluded that it may dispose of the property
by no longer funding operating deficits or debt service requirements of the
property thus allowing the lender to realize upon its security. In
accordance with SFAS 121, any properties identified as "held for sale or
disposition" are no longer depreciated. As of December 31, 1996, the
Partnership has committed to a plan to sell the Louis Joliet Mall
investment property, its last remaining consolidated property. The net
results of operations for the nine months ended September 30, 1997 and 1996
for consolidated properties classified as held for sale or disposition or
sold or disposed of during the past two years were income (losses) of
$1,806,772 and ($632,469), respectively. In addition, as of September 30,
1997, the Partnership has or had previously committed to a plan to sell the
Piper Jaffray Tower and the 1090 Vermont investment properties.
Accordingly, these properties have been classified as held for sale or
disposition. The accompanying consolidated financial statements include
losses of ($1,213,575) and ($796,691), of the Partnership's share of total
property operations of ($2,427,149) and ($1,593,383) for unconsolidated
properties for the nine months ended September 30, 1997 and 1996,
respectively, which are held for sale or disposition or have been sold or
disposed of during the past two years.
During the second quarter of 1997, Statements of Financial Accounting
Standards No. 128 ("Earnings per Share") and No. 129 ("Disclosure of
Information about Capital Structure") were issued. As the Partnership's
capital structure only has general and limited partnership interests, the
Partnership does not expect any significant impact on its consolidated
financial statements upon adoption of these standards when required at the
end of 1997.
Certain amounts in the 1996 financial statements have been
reclassified to conform with the 1997 presentation.
<PAGE>
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 investments. Fees, commissions and
other expenses required to be paid by the Partnership to the General
Partners and their affiliates as of September 30, 1997 and for the nine
months ended September 30, 1997 and 1996 were as follows:
Unpaid at
September 30,
1997 1996 1997
-------- ------- -------------
Property management
and leasing fees . . . . . . $211,623 196,733 --
Insurance commissions . . . . 33,076 31,518 --
Reimbursement (at cost)
for out-of-pocket salary
and salary-related
expenses related to the
on-site and other costs
for the Partnership and
its investment properties. . 86,672 69,490 41,193
-------- ------- ------
$331,371 297,741 41,193
======== ======= ======
The Partnership is obligated to fund, on demand, $400,000 and $400,000
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 September 30, 1997,
these obligations bore interest at 5.75% per annum and interest accrued on
these obligations was $526,658 after the Partnership made payments of
$2,695 in 1997.
The manager of Piper Jaffray Tower (which was an affiliate of the
Corporate General Partner through November 1994) had agreed to defer
receipt of its property management fees. Such fees deferred by the
affiliate were approximately $1,839,000 (of which approximately $919,500 is
the Partnership's share) at September 30, 1997.
JMB/NYC
As a result of the 1996 restructuring, JMB/NYC has an indirect limited
partnership interest which, before taking into account significant
preferences to other partners, equals approximately 4.9% of the reorganized
and restructured ventures owning 237 Park and 1290 Avenue of the Americas
(the "Properties"). The new ownership structure gives control of the
Properties to a real estate investment trust ("REIT"). JMB/NYC has, under
certain limited circumstances, through January 1, 2001 rights of consent
regarding sale of the Properties or the consummation of certain other
transactions that significantly reduce indebtedness of the Properties.
The Affiliated Partners entered into a joint and several obligation to
indemnify, through a date no later than January 2, 2001, 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 own the Properties.
The Affiliated Partners contributed approximately $7.8 million (of which
the Partnership's share was approximately $3.9 million) to JMB/NYC which
was deposited into an escrow account as collateral for such
indemnification. These funds have been invested in stripped U.S.
Government obligations with a maturity date of February 15, 2001. The
provisions of the indemnification agreement generally prohibit the
Affiliated Partners from taking actions that could have an adverse effect
<PAGE>
on the operations of the REIT. 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 at the termination of the indemnification agreement
including interest earned on the government obligations. However, it is
unlikely that any significant distributions will be received from JMB/NYC
at any time due to the level of indebtedness remaining on the Properties,
the original purchase money notes payable by JMB/NYC and the significant
preference levels within the reorganized structure.
The Partnership does not recognize its share of interest expense
accruing on the JMB/NYC purchase note since repayment of the outstanding
balance of the note (including accrued interest) is dependent on cash flow
from the Properties. The Partnership's share of the reduction of the
maximum unfunded obligation recognized as income for the period ending
September 30, 1997, is a result of interest income earned on amounts
contributed by the Partnership and held in escrow by JMB/NYC. Such income
reduces the Partnership's proportionate share of its unfunded maximum
obligation under the Indemnification Agreement.
JMB/PIPER
Occupancy of the building at the end of the third quarter of 1997
decreased to 93%.
The property is subject to a mortgage loan in the original principal
amount of $100,000,000, of which approximately $96,126,673 is outstanding
as of September 30, 1997. The lender is essentially entitled to all
operating cash flow. Excess cash flow generated during 1996 of $741,627
was remitted to the lender in April 1997 from cash held by the venture.
In addition, the mortgage loan also provides that upon sale or
refinancing, the lender is entitled to prepayment fees as well as a
significant level of proceeds in excess of the then unpaid principal
balance prior to JMB/Piper's receipt of proceeds. While the loan
modification provides JMB/Piper with an opportunity to retain an ownership
position in the property, under the current terms of the modified debt,
there must be significant additional improvement in current market and
property operating conditions resulting in a substantial increase in the
value of the property before JMB/Piper can share in sale or refinancing
proceeds. In connection with early renewal negotiations with Piper
Jaffray, Inc. ("PJI") occupying 310,111 square feet or approximately 43% of
the building's rentable square feet, discussed below, Piper has approached
the underlying lender to discuss additional modifications to the loan to
provide the funds necessary to secure the early renewal. The underlying
lender has informed Piper that it will not provide further modifications to
the loan. Any renewal of PJI's lease requires the lender's approval and a
modification of the loan. If an early renewal can be achieved, the lender
would require that it obtain title to the property sometime after 1997, in
return for its approval and agreement to pay for the costs involved. The
lender would, however, consider certain incentives to Piper for achieving
an early renewal of PJI's lease and the transfer of title. There is no
assurance that an early renewal of PJI's lease or an acceptable incentive
from the underlying lender will be achieved. Even without an early renewal
of PJI's lease, Piper may not be able to pay the required debt service over
the next couple years as a result of the Popham Haik ("Popham") situation
discussed below. JMB/Piper will not commit additional capital to Piper
unless, among other things, it believes that upon sale of the property it
will receive a return of such funds and a reasonable rate of return
thereon. If a funding requirement arises and none of the Piper partners
contribute the required capital, the lender would likely take title to the
property. This would result in JMB/Piper, and therefore the Partnership,
recognizing a significant amount of gain for financial reporting and
Federal income tax purposes with no corresponding distributable proceeds.
This gain would occur upon any transfer of title.
<PAGE>
On a monthly basis, Piper 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 September 30, 1997, the balance of such escrow account totaled
approximately $4,495,000. 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
September 30, 1997, the manager has deferred approximately $3,655,000
($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.
During the second quarter of 1997, Piper executed an amendment to the
existing lease agreement with Popham. Under the terms of the agreement,
Popham immediately surrendered approximately 57,000 square feet of leased
space leaving approximately 47,000 square feet occupied by Popham. Popham
continued to pay rent and all charges in accordance with its original lease
on the remaining and give-back space through July 31, 1997. Popham's rent
on the remaining square footage increased to a market rate effective on
August 1, 1997. There was no adjustment to the lease expiration date
(January, 2003) on the remaining space. JMB/Piper has released
approximately 23,000 square feet of the Popham give-back space. During the
third quarter, Popham informed JMB/Piper that effective in November 1997,
it would cease operations as Popham and consolidate with another law firm.
Popham has claimed that at that time, its lease with the building would
terminate and the building would have to look to the net assets of the
disbanded Popham firm in satisfaction of the remaining lease liability.
The new firm needs approximately one-half of Popham's reduced space or
approximately 23,000 square feet. Piper is negotiating with the new firm
to remain in occupancy of this space in the building. Piper is also
exploring what recourse it has, if any, against the former and new law firm
for termination of the Popham lease. There are no assurances that Piper
will be compensated in any way for the termination of Popham's lease or
that it will be successful in retaining the new firm in the building. As a
result, the property's operating cash flow has been and is expected to
continue to be adversely affected due to increased vacancy and leasing
costs associated with releasing the approximately 81,000 square feet of
space given back or vacated by Popham.
PJI has leased an additional 22,712 square feet of space currently
under lease to another tenant with a lease expiration date of December 31,
1997. PJI's lease start date will be January 1, 1998 with a lease
expiration date coterminous with the remainder of its space on March 31,
2000. Piper continues to work on an early renewal of PJI's lease. Such
renewal, if it occurs, will likely require a substantial amount of funds in
excess of the escrow funds discussed above in order to rehabilitate PJI's
space or otherwise to provide incentive for PJI to remain in the building
in lieu of moving to one of several proposed new office building
developments in Minneapolis. As discussed above any modification or
renewal of this lease would require the lender's approval as well as
modification of the loan by the lender. In addition as also discussed
above, an early renewal of PJI's lease may result in a transfer of title to
the lender after 1997.
As of September 30, 1997, the JMB/Piper venture has committed to a
plan to sell or dispose of the property and has classified the remaining
assets as held for sale. These assets will therefore no longer be subject
to continued depreciation.
JMB/900
Occupancy of this building at the end of the third quarter of 1997
declined slightly to 97%.
<PAGE>
Progress Partners is currently in negotiations with the building's
major tenant, Schulte, Roth & Zabel (120,991 square feet with a lease
expiration date of May 31, 2000), for an early renewal and expansion of its
lease. There are no assurances that an early renewal or expansion of this
tenant's lease will be achieved.
Pursuant to the extension on the mortgage loan, net cash flow (as
defined) is paid into an escrow account controlled by the lender. The
escrow account, including interest earned thereon, will be used by Progress
Partners for payment of property taxes and releasing costs associated with
leases which expire in 1999 and 2000 (approximately 50% of the building
including the Schulte, Roth & Zabel lease discussed above). The remaining
proceeds in this escrow plus interest earned thereon, if any, will be
released to Progress Partners once 90% of such leased space has been
renewed or released. During 1997, approximately $7,196,000 has been
deposited into escrow from net cash flow from property operations.
Additionally, approximately $2,587,000 has been withdrawn from the escrow
account for payment of real estate taxes in 1997.
JMB/900 is currently involved in litigation. Current discussions
involve a settlement whereby JMB/900 would purchase all the unaffiliated
venture partner interests in Progress Partners. There are no assurances
that a settlement will be finalized on this or any other terms. The
Partnership will not commit capital to the purchase of the unaffiliated
venture partner interests unless, among other things, it believes that upon
sale of the property, the Partnership will receive a return of such funds
and a reasonable rate of return thereon.
LOUIS JOLIET MALL
Occupancy at this mall increased to 82% (excluding the effect of the
move-out of General Cinema, Inc. in 1994) from 80% at the end of the second
quarter of 1997. The Partnership is in final lease negotiations with a
replacement operator for General Cinema, Inc. (approximately 5% of the mall
space) which continues to pay rent on its vacated space in accordance with
its lease that expires in December 1998. In connection with the proposed
new lease, the Partnership will be required to contributed between
approximately $700,000 and $800,000 to reconfigure the current four screen
cinema to a six screen cinema. There are no assurances that a lease will
be finalized with a replacement operator. A significant portion of the
mall's vacant space is contained in three large spaces which have been very
difficult to lease due to their size and location within the mall. The
manager is exploring the opportunity to lease some of this space to larger
"big box" space users which in the past have not occupied mall space.
Given their size, these types of tenant generally pay lower rents than
typical regional and national mall tenants. In additions, the Partnership
would likely need to commit substantial capital toward the build-out of
this space for these users. The Partnership will not commit additional
capital to this property for build out or other leasing costs unless, among
other things, it believes that upon sale of the property, the Partnership
will receive a return of such funds and a reasonable rate of return
thereon.
During 1997, the Partnership agreed to dismiss the litigation
regarding the lease expiration date for a former tenant, Al Baskin Co.,
with the resolution as to the amount of the Partnership's claim against the
former tenant, and the acceptance of such claim by the bankruptcy estate.
The Partnership's claim in the amount of $315,000 (reduced from a maximum
amount of approximately $415,000) had been accepted as an unsecured claim
by the bankruptcy estate. In May 1997, the Partnership, upon disposition
of the claims, received approximately $108,000 representing its share of
available proceeds from the bankruptcy estate.
<PAGE>
WELLS FARGO CENTER (SOUTH TOWER)
The mortgage note secured by the property (with a balance of
approximately $181,204,000 as of September 30, 1997), as extended, matures
September, 2003. All excess cash flow is being escrowed for future tenant
improvements and principal payments. In addition, upon sale or refinancing
of the property subsequent to September 1, 1999, the mortgage loan requires
payment of participation interest (as defined) of any excess proceeds.
A promissory note secured by the Partnership's interest in the joint
venture, which has an adjusted principal balance of approximately
$21,988,000, and accrued interest of approximately $3,426,000 at September
30, 1997 is due September 2003. The note accrues interest at 17% per
annum. The loan requires payments of cash flow distributed by the venture
from either property operations or sales proceeds as well as a portion of
the property management fee paid to the venture partner. The loan is
secured solely by the Partnership's interest in the property.
Due to the significant level of indebtedness, it is unlikely that the
Partnership will receive any significant future proceeds from operations,
sale or refinancing. The Partnership has decided not to commit any
significant additional amounts to the property. The disposition of the
ownership interest in the property would likely result in a gain for
Federal income tax purposes with no corresponding distributable proceeds.
1090 VERMONT
Occupancy at this office building increased to 91%. The manager, on
behalf of the 1090 Vermont, finalized leases with the National Institute of
Building Services Corporation (12,392 square feet) and Steelcase, Inc.
(5,176 square feet). These tenants moved into the building during the
third quarter of 1997. Leasing costs associated with these leases are
being funded from the 1090 Vermont's working capital funds.
During the third quarter of 1997, the Partnership commenced marketing
the property for sale. The Partnership's ability to sell the entire
property is subject to the joint venture partner's right of first
opportunity to purchase the Partnership's interest in the property for an
amount which would be received by the Partnership in connection with a
third party sale. There are no assurances that a sale of the property or
the Partnership's interest therein will be finalized.
YERBA BUENA OFFICE BUILDING
In June 1992, title to the Yerba Buena Office Building in San
Francisco, California was transferred to the lender by the joint venture (a
partnership comprised of the Partnership, two other limited partnerships
sponsored by the Partnership's Corporate General Partner and four
unaffiliated limited partners). In return for a smooth transition of title
and management of the property, the joint venture was able to negotiate the
right to share in future sale or refinancing proceeds, if any, above
certain specified levels. In addition, the joint venture had a right of
first opportunity to purchase the property during the time frame of June
1995 through May 1998 should the lender wish to market the property for
sale. The lender sold the property to an unaffiliated third party during
1996. The sale price did not generate a level of distributable proceeds
where the joint venture would have been entitled to a share. However, the
joint venture was not given an opportunity to purchase the property on the
same terms it was sold for. The joint venture has filed a suit against the
lender for breach of its obligation. There are no assurances that the
joint venture will recover any amounts as a result of this action.
<PAGE>
TURTLE CREEK
In March 1989, the lender on the Turtle Creek Centre in Dallas, Texas
realized upon its security by taking title to the property because the
Partnership's venture partner defaulted upon its obligation to make the
required debt service payments. In April 1992, the Partnership signed a
settlement agreement with the venture partner and its principals. Under
the terms of the settlement, the Partnership was to receive total principal
payments of $4,075,000 over a six year period ending April 1998. The
Partnership has received $2,650,000 of this amount as of the date of this
report. The final payment of $1,425,000 is due in April 1998. The venture
partner recently contacted the Partnership to discuss payment of this
amount at the end of 1997 with a small discount on the total amount due.
The Partnership has agreed to accept a payment of $1,400,000 if paid at the
end of the year. There are no assurances that an early or scheduled final
payment will be made.
UNCONSOLIDATED VENTURES - SUMMARY INFORMATION
Summary income statement information for JMB/Piper and JMB/Piper II,
for the nine months ended September 30, 1997 and 1996 are as follows:
1997 1996
---------- ---------
Total income from properties
(unconsolidated). . . . . . . . . . . $2,440,682 2,035,906
========== =========
Operating loss of ventures. . . . . . . $2,457,038 2,049,051
========== =========
Partnership's share of
operating loss. . . . . . . . . . . . $1,228,519 1,024,525
========== =========
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 September 30,
1997 and for the three and nine months ended September 30, 1997 and 1996.
<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 investments.
In March 1997 some of the Holders of Interests received from a third
party unaffiliated with the Partnership an unsolicited offer to purchase up
to 18,000 Interests at $10 per Interest. In addition, in 1997 some of the
Holders of Interests received from another third party unaffiliated with
the Partnership an unsolicited offer to purchase up to 4.9% of the
Interests at $20 per Interest. Both of such offers have expired. The
board of directors of JMB Realty Corporation ("JMB"), the Corporate General
Partner, has established a special committee (the "Special Committee")
consisting of certain directors of JMB to deal with all matters relating to
tender offers for Interests, including any and all responses to such tender
offers. The Special Committee has retained independent counsel to advise
it in connection with any tender offers for Interests and has retained
Lehman Brothers Inc. as financial advisor to assist the Special Committee
in evaluating and responding to such tender offers. The Special Committee,
on behalf of the Partnership, recommended against acceptance of these
offers on the basis that, among other things, the offer prices were
inadequate. As of the date of this report, the Partnership believes that
approximately 1.38% of the Interests have been purchased by such
unaffiliated third parties either pursuant to such tender offers or through
negotiated purchases. It is possible that other offers for Interests may
be made by unaffiliated third parties in the future, although there is no
assurance that any third party will commence an offer for Interests, the
terms of any such offer or whether any such offer, if made, will be
consummated, amended or withdrawn.
At September 30, 1997, the Partnership had cash and cash equivalents
of approximately $18,729,000. Such funds are available for working capital
requirements. The Partnership has currently budgeted in 1997 approximately
$565,000 for tenant improvements and other capital expenditures which is a
reduction of approximately $1,049,000 from the amount previously budgeted.
The decrease in tenant improvements budgeted for 1997 is due to the
deferral of certain tenant improvements at the Louis Joliet Mall. The
Partnership's share of such items and its share of such similar items for
its unconsolidated ventures (other than JMB/NYC and Wells Fargo, for which
no amounts are budgeted) in 1997 is currently budgeted to be approximately
$1,538,000. Actual amounts expended in 1997 may vary depending on a number
of factors including actual leasing activity, results of property
operations, liquidity considerations and other market conditions over the
course of the year. The source of capital for such items and for both
short-term and long-term future liquidity and distributions to partners is
dependent upon existing working capital, net cash generated by the
Partnership's investment properties and the sale or refinancing of such
investments. However, due to property specific concerns discussed in the
notes to the consolidated financial statements, the Partnership currently
considers only Louis Joliet Mall, 1090 Vermont Avenue and 900 Third Avenue
and possibly the final Turtle Creek Centre settlement payment to be
potential significant sources of future cash generated from operations,
sales or refinancings. Accordingly, the Partnership had suspended
operating distributions beginning with the fourth quarter 1991 distribution
payable in February 1992.
The Partnership is maintaining funds for working capital purposes.
The Partnership may decide to commit a portion of these funds for various
purposes (discussed in the notes to the accompanying consolidated financial
statements) with respect to its 900 Third Avenue and Louis Joliet Mall
investment properties beyond the amounts budgeted above. The Partnership
will not commit additional working capital funds for these purposes unless,
among other things, the Partnership believes that upon sale of the
particular property, the Partnership will receive a return of the
incremental funds and a reasonable rate of return thereon.
<PAGE>
While loan and joint venture modifications have been obtained which
enable the Partnership to retain ownership interests in the 237 Park
Avenue, 1290 Avenue of the Americas, Piper Jaffray Tower and Wells Fargo
(South Tower) investment properties, it is unlikely that the Partnership
will receive significant proceeds from any source (other than return of
certain amounts contributed and currently held in escrow) for these
properties.
The Partnership has held certain of its investment properties longer
than originally anticipated in an effort to maximize the return to the
Holders of Interests. 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. The
Partnership currently expects that it will sell or dispose of its remaining
investment properties, with the possible exception of its indirect
interests in the 237 Park Avenue, 1290 Avenue of the Americas properties
and the Partnership's interest in the Wells Fargo Center, no later than the
end of 1999 barring unforeseen economic developments. The General Partners
of the Partnership are considering the possibility of retaining the
ownership interest in Wells Fargo Center beyond the 1999 time frame in
order to defer the recognition of a significant amount of capital gain for
Federal income tax purposes which will occur upon the disposition of this
property. Although the Partnership currently expects to distribute sale
proceeds from the disposition of the 900 Third Avenue, 1090 Vermont Avenue
Building and Louis Joliet Mall investment properties, aggregate
distributions of sale and refinancing proceeds received by Holders of
Interests over the entire term of the Partnership will be substantially
less than one-fourth of their original investment. However, in connection
with sales or other dispositions (including transfers to lenders) of
properties (or interests therein) owned by the Partnership or its joint
ventures, the Holders of Interests 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 increase in escrow deposits and accrued real estate taxes at
September 30, 1997 as compared to December 31, 1996 is primarily due to the
timing of payments for real estate taxes at the Louis Joliet Mall.
The decrease in accounts payable at September 30, 1997 as compared to
December 31, 1996 is primarily due to the timing of payments related to
gift certificates at Louis Joliet Mall and an accrual for recurring
professional fees that was paid by the Partnership during 1997.
The decrease in unearned rents at September 30, 1997 as compared to
December 31, 1996 is due to the timing of the collection of rental income
and other amounts charged to tenants at Louis Joliet Mall.
The increase in long-term debt, less current portion at September 30,
1997 as compared to December 31, 1996 is primarily due to interest accruing
on the promissory note secured by the Partnership's interest in Wells
Fargo. The note accrues interest at 17% per annum and is payable from cash
distributions received from Wells Fargo. No such distributions have been
received during 1997.
The decrease in rental income and property operating expenses for the
three and nine months ended September 30, 1997 as compared to the three and
nine months ended September 30, 1996 and the decrease in amortization of
deferred expenses for the nine months ended September 30, 1997 as compared
to the nine months ended September 30, 1996 is due primarily to the
disposition of Wilshire Bundy Plaza and the sale of Mariners Pointe
Apartments during 1996.
<PAGE>
The increase in interest income for the three and nine months ended
September 30, 1997 as compared to the three and nine months ended September
30, 1996 primarily due to higher average investments in 1997.
The increase in mortgage and other interest expense for the three and
nine months ended September 30, 1997 as compared to the three and nine
months ended September 30, 1996 is primarily due to interest accrued on the
restructured promissory note secured by the Partnership's interest in Wells
Fargo. Subsequent to such restructuring, such note accrues interest at 17%
per annum.
The decrease in depreciation expense for the three and nine months
ended September 30, 1997 as compared to the three and nine months ended
September 30, 1996 is primarily due to the classification of Louis Joliet
Mall as held for sale or disposition as of December 31, 1996, and
therefore, the property is no longer subject to continuing depreciation.
The Partnership's share of the reduction of the maximum unfunded
obligation recognized as income for the period ending September 30, 1997 is
a result of interest income earned on amounts contributed by the
Partnership and held in escrow by JMB/NYC. Such income reduces the
Partnership's proportionate share of its unfunded maximum obligation under
the Indemnification Agreement.
The decrease in the Partnership's share of operations of
unconsolidated ventures for the nine months ended September 30, 1997 as
compared to the nine months ended September 30, 1996 is primarily due to
the restructurings of the Partnership's interest and Wells Fargo and
JMB/NYC's interest in 1290 Avenue of the Americas and 237 Park investment
properties during 1996. JMB/NYC adopted the cost method of accounting for
its indirect investment in the unconsolidated ventures owning the
Properties. The conversion of the Partnership's interest in Wells Fargo to
an interest in a limited liability company effective in the fourth quarter
of 1996 eliminates any potential additional obligations in the future to
provide additional funds under its previous joint venture agreement.
Accordingly, the Partnership and JMB/NYC have suspended loss recognition
relative to these real estate investments and have reversed those
previously recognized losses that they are no longer potentially obligated
to fund. As of the restructuring date, October 10, 1996, the Partnership
does not recognize its share of the JMB/NYC operating loss attributable to
the JMB/NYC purchase notes since repayment of the outstanding balance of
the notes (including accrued interest) is dependent on cash flow and sale
proceeds from the Properties. The decrease in Partnership's share of
operations of unconsolidated ventures for the three months ended September
30, 1997 as compared to the three months ended September 30, 1996 is
primarily due to income received in 1996 from Orchard Associates and also
due to the recognition into income of approximately $15,600,000 in lease
termination fees paid by a tenant at 1290 Avenue of the Americas during the
third quarter of 1996.
The extraordinary gain on forgiveness of indebtedness for the nine
months ended September 30, 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 nine months ended September 30, 1996 was recorded
January 1, 1996 related to the Wilshire Bundy investment property due to
the requirements of SFAS 121.
<PAGE>
<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 1997.
<CAPTION>
1996 1997
------------------------------------- ------------------------------
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 . . . . . 98% 98% 98% * * * *
2. 1290 Avenue of the
Americas Building
New York, New York . . . . . 78% 71% 81% * * * *
3. 1090 Vermont Avenue
Building
Washington, D.C. . . . . . . 91% 88% 88% 84% 84% 84% 91%
4. Piper Jaffray Tower
Minneapolis, Minnesota . . . 98% 98% 98% 98% 98% 98% 93%
5. 900 Third Avenue Building
New York, New York . . . . . 97% 98% 98% 98% 98% 98% 97%
6. Wells Fargo Center
South Tower
Los Angeles, California. . . 95% 97% 92% 92% 93% 90% 90%
7. Louis Joliet Mall
Joliet, Illinois . . . . . . 77% 80% 79% 82% 82% 80% 82%
<FN>
- ----------------
An "*" indicates that the joint venture which owns the property was restructured, and therefore, such
information is not meaningful for the Partnership. 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.
3-B.* Assignment Agreement by and among the Partnership,
the General Partners and the Initial Limited Partner.
3-C. 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 incorporated herein by reference to the
Partnership's Report for September 30, 1996 on Form 10-Q (File No. 0-15962)
dated November 8, 1996.
4-A. Long-term debt documents relating to the refinancing
of the first mortgage loan secured by the 1090 Vermont office building in
Washington, D.C. are hereby incorporated by reference to the Partnership's
Report on Form 10-K (File No. 0-15962) dated March 27, 1995.
4-B. Long-term debt documents relating to the September
1995 refinancing of the first and second mortgage loans secured by the
Louis Joliet Mall are hereby incorporated by reference to the Partnership's
Report on Form 10-Q (File No. 0-15962) dated November 9, 1995.
4-C. Documents relating to the modification and extension
of the mortgage loan secured by Wells Fargo-South Tower is hereby
incorporated by reference to the Partnership's Report for December 31, 1996
on Form 10-K (File No. 0-15962) dated March 21, 1997.
4-D. Amended and restated promissory note between Wells
Fargo Bank and the Partnership is hereby incorporated by reference to the
Partnership's Report for December 31, 1996 on Form 10-K (File No. 0-15962)
dated March 21, 1997.
4-E. Loan modification agreement of Wells Fargo Bank is
hereby incorporated by reference to the Partnership's Report for December
31, 1996 on Form 10-K (File No. 0-15962) dated March 21, 1997.
10-A. 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-B. 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-C. Second Amended and Restated Articles of Partnership
of JMB/NYC Office Building Associates, L.P. 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.
<PAGE>
10-D. 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-E. 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-F. $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-G. $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-H. Lockbox and forbearance agreements related to the
mortgage note secured by the Wells Fargo Building, 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-I. 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-J. 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-K. 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.
<PAGE>
10-L. 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-M. Disclosure Statement for the Second Amended Joint
Plan of Reorganization of 237 Park Avenue Associates, L.L.C. and 1290
Associates, L.L.C. dated August 9, 1996, is hereby incorporated by
reference to the Partnership's Report for September 30, 1996 on Form 10-Q
(File No. 0-15962) dated November 8, 1996.
10-N. Documents relating to the operating agreement of
Maguire Thomas Partners-South Tower, L.L.C. are incorporated herein by
reference to the Partnership's Report for December 31, 1996 on Form 10-K
(File No. 0-15962) dated March 21, 1997.
10-O. Consent of Director of Carlyle-XIV Managers, Inc.
(known as Carlyle Managers, Inc.) dated October 31, 1996, is hereby
incorporated by reference to the Partnership's Report for December 31, 1996
on Form 10-K (File No. 0-15962) dated March 21, 1997.
10-P. Consent of Director of Carlyle-XIII, Managers, Inc.
(known as Carlyle Investors, Inc.) dated October 31, 1996, is hereby
incorporated by reference to the Partnership's Report for December 31, 1996
on Form 10-K (File No. 0-15962) dated March 21, 1997.
10-Q. Allonge to demand note between Carlyle Real Estate
Limited Partnership-XIV and Carlyle Managers, Inc. dated October 31, 1996,
is hereby incorporated by reference to the Partnership's Report for
December 31, 1996 on Form 10-K (File No. 0-15962) dated March 21, 1997.
10-R. Allonge to demand note between Carlyle Real Estate
Limited Partnership-XIV and Carlyle Investors, Inc., dated October 31,
1996, is hereby incorporated by reference to the Partnership's Report for
December 31, 1996 on Form 10-K (File No. 0-15962) dated March 21, 1997.
10-S. Indemnification agreement between Property Partners,
L.P., Carlyle-XIII Associates, L.P. and Carlyle-XIV Associates, L.P. to
Metropolis Realty Trust, Inc. dated as of October 10, 1996, is hereby
incorporated by reference to the Partnership's Report for December 31, 1996
on Form 10-K (File No. 0-15962) dated March 21, 1997.
10-T. Agreement of Limited Partnership of 237/1290 Lower
Tier Associates, L.P. dated as of October 10, 1996, is hereby incorporated
by reference to the Partnership's Report for December 31, 1996 on Form 10-K
(File No. 0-15962) dated March 21, 1997.
10-U. Amended and Restated Limited Partnership Agreement of
237/1290 Upper Tier Associates, L.P. dated as of October 10, 1996, is
hereby incorporated by reference to the Partnership's Report for December
31, 1996 on Form 10-K (File No. 0-15962) dated March 21, 1997.
<PAGE>
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 during the last
quarter of the period covered by this report.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIV
BY: JMB Realty Corporation
(Corporate General Partner)
By: GAILEN J. HULL
Gailen J. Hull, Senior Vice President
Date: November 12, 1997
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 12, 1997
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
REGISTRANT'S FORM 10-Q FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
INCLUDED IN SUCH REPORT.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> SEP-30-1997
<CASH> 18,728,681
<SECURITIES> 0
<RECEIVABLES> 512,671
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 19,241,352
<PP&E> 33,910,537
<DEPRECIATION> 0
<TOTAL-ASSETS> 61,254,290
<CURRENT-LIABILITIES> 3,123,883
<BONDS> 50,895,698
<COMMON> 0
0
0
<OTHER-SE> (15,485,205)
<TOTAL-LIABILITY-AND-EQUITY>61,254,290
<SALES> 6,387,732
<TOTAL-REVENUES> 7,543,382
<CGS> 0
<TOTAL-COSTS> 3,036,308
<OTHER-EXPENSES> 897,321
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,420,930
<INCOME-PRETAX> (811,177)
<INCOME-TAX> 0
<INCOME-CONTINUING> (861,010)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,672,187)
<EPS-PRIMARY> (4.00)
<EPS-DILUTED> (4.00)
</TABLE>
