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, 2000 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 . . . . . . . . . . . . . . . . 17
PART II OTHER INFORMATION
Item 5. Other Information . . . . . . . . . . . . . . . . . . 20
Item 6. Exhibits and Reports on Form 8-K. . . . . . . . . . . 21
<PAGE>
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, 2000 AND DECEMBER 31, 1999
(UNAUDITED)
ASSETS
------
MARCH 31, DECEMBER 31,
2000 1999
------------ -----------
Current assets:
Cash and cash equivalents. . . . . . $ 12,601,186 9,715,669
Interest, rents and other
receivables . . . . . . . . . . . . 69,060 73,526
------------ ------------
Total current assets . . . . . 12,670,246 9,789,195
------------ ------------
Investment in unconsolidated
ventures, at equity. . . . . . . . . 1,316,773 27,601,459
Other assets . . . . . . . . . . . . . 210,375 210,375
------------ ------------
$ 14,197,394 37,601,029
============ ============
<PAGE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIV
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED BALANCE SHEETS - CONTINUED
LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
-----------------------------------------------------
MARCH 31, DECEMBER 31,
2000 1999
----------- -----------
Current liabilities:
Accounts payable and
other current liabilities . . . . . $ 364,423 61,922
------------ ------------
Total current liabilities. . . 364,423 61,922
Investment in unconsolidated
ventures, at equity. . . . . . . . . 9,291,181 8,979,903
Partnership's share of the
maximum unfunded obligation
under the indemnification
agreement. . . . . . . . . . . . . . 4,407,150 4,451,884
Distributions received in
excess of recorded invest-
ment . . . . . . . . . . . . . . . . 1,322,572 1,322,572
Long-term debt, less
current portion. . . . . . . . . . . 34,759,108 33,824,625
------------ ------------
Commitments and contingencies
Total liabilities. . . . . . . 50,144,434 48,640,906
Partners' capital accounts
(deficits):
General partners:
Capital contributions. . . . . . . 1,000 1,000
Cumulative net earnings
(losses). . . . . . . . . . . . . (14,858,620) (14,796,986)
Cumulative cash distributions. . . (1,950,896) (1,817,374)
------------ ------------
(16,808,516) (16,613,360)
------------ ------------
Limited partners:
Capital contributions,
net of offering costs . . . . . . 351,746,836 351,746,836
Cumulative net earnings
(losses). . . . . . . . . . . . . (273,414,744) (271,935,538)
Cumulative cash distributions. . . (97,470,616) (74,237,815)
------------ ------------
(19,138,524) 5,573,483
------------ ------------
Total partners' capital
accounts (deficits). . . . . (35,947,040) (11,039,877)
------------ ------------
$ 14,197,394 37,601,029
============ ============
See accompanying notes to consolidated financial statements.
<PAGE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIV
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2000 AND 1999
(UNAUDITED)
2000 1999
----------- -----------
Income:
Rental income. . . . . . . . . . . . $ -- 2,424,336
Interest income. . . . . . . . . . . 198,704 83,344
----------- ----------
198,704 2,507,680
----------- ----------
Expenses:
Mortgage and other interest. . . . . 934,483 1,461,826
Property operating expenses. . . . . -- 984,827
Professional services. . . . . . . . 127,611 484,230
Amortization of deferred expenses. . -- 45,092
Management fees to
Corporate General Partner. . . . . 222,536 --
General and administrative . . . . . 314,748 198,166
----------- ----------
1,599,378 3,174,141
----------- ----------
(1,400,674) (666,461)
Partnership's share of the
reduction of the maximum
unfunded obligation under
the indemnification
agreement. . . . . . . . . . . . . . 44,734 67,126
Partnership's share of
operations of uncon-
solidated ventures . . . . . . . . . (184,900) 65,746
----------- ----------
Net earnings (loss). . . . . . . $(1,540,840) (533,589)
=========== ==========
Net earnings (loss) per
limited partnership
interest. . . . . . . . . . . . $ (3.69) (1.28)
=========== ==========
Cash distributions per
limited partnership
interest . . . . . . . . . . . $ 58.00 --
=========== ==========
See accompanying notes to consolidated financial statements.
<PAGE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIV
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 2000 AND 1999
(UNAUDITED)
2000 1999
----------- -----------
Cash flows from operating activities:
Net earnings (loss). . . . . . . . . $(1,540,840) (533,589)
Items not requiring (providing)
cash or cash equivalents:
Amortization of deferred
expenses . . . . . . . . . . . . -- 45,092
Long-term debt - deferred
accrued interest . . . . . . . . 934,483 934,483
Partnership's share of the
reduction of the maximum
unfunded obligation under
the indemnification agreement. . (44,734) (67,126)
Partnership's share of
operations of unconsolidated
ventures . . . . . . . . . . . . 184,900 (65,746)
Changes in:
Interest, rents and other
receivables. . . . . . . . . . . 4,466 (123,997)
Prepaid expenses . . . . . . . . . -- 220
Escrow deposits. . . . . . . . . . -- (143,724)
Accrued rents receivable . . . . . -- 1,172
Accounts payable and other
current liabilities. . . . . . . 302,501 482,839
Accrued interest . . . . . . . . . -- (628)
Accrued real estate taxes. . . . . -- 137,500
Tenant security deposits . . . . . -- 1,700
------------ -----------
Net cash provided by
(used in) operating
activities . . . . . . . . (159,224) 668,196
------------ -----------
Cash flows from investing
activities:
Refund of payment for capital
improvements . . . . . . . . . . . -- 64,508
Partnership's distributions
from unconsolidated ventures . . . 26,411,064 --
Partnership's contributions
to unconsolidated ventures . . . . -- (4,611,100)
Payment of deferred expenses, net. . -- (15,188)
------------ -----------
Net cash provided by
(used in) investing
activities . . . . . . . . 26,411,064 (4,561,780)
------------ -----------
<PAGE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIV
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
2000 1999
----------- -----------
Cash flows from financing activities:
Principal payments on
long-term debt . . . . . . . . . . -- (93,890)
Distributions to General Partners. . (133,522) --
Distributions to Limited Partners. . (23,232,801) --
------------ -----------
Net cash provided by
(used in) financing
activities . . . . . . . . . (23,366,323) (93,890)
------------ -----------
Net increase (decrease)
in cash and cash equi-
valents. . . . . . . . . . . 2,885,517 (3,987,474)
Cash and cash equivalents,
beginning of year. . . . . . 9,715,669 6,875,849
------------ -----------
Cash and cash equivalents,
end of period. . . . . . . . $ 12,601,186 2,888,375
============ ===========
Supplemental disclosure of cash
flow information:
Cash paid for mortgage and
other interest . . . . . . . . . . $ -- 527,971
============ ===========
See accompanying notes to consolidated financial statements.
<PAGE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIV
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2000 AND 1999
(UNAUDITED)
GENERAL
Readers of this quarterly report should refer to the Partnership's
audited financial statements for the year ended December 31, 1999 which are
included in the Partnership's 1999 Annual Report on Form 10-K filed on
March 24, 2000 (File No. 0-15962) as certain footnote disclosures which
would substantially duplicate those contained in such audited financial
statements have been omitted from this report. Capitalized terms used but
not defined in this quarterly report have the same meanings as in the
Partnership's 1999 Annual Report on Form 10-K.
The preparation of financial statements in accordance with GAAP
requires the Partnership to make estimates and assumptions that affect the
reported or disclosed amount of assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
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 and its ventures' policy is to
consider a property to be held for sale or disposition when the Partnership
or venture 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 or venture has concluded that it may dispose
of the property by no longer funding operating deficits or debt service
requirements of the property thus allowing the lender to realize upon its
security. In accordance with SFAS 121, any properties identified as "held
for sale or disposition" are no longer depreciated. The unconsolidated
venture's commitment to a plan for sale or disposal of the Piper Jaffray
Tower has not resulted in a sale or disposition. As a result, the
unconsolidated venture made an adjustment to record depreciation expense as
of June 30, 1999 that would have been recognized had the Piper Jaffray
Tower not been considered "held for sale or disposition". Further, the
unconsolidated venture has begun to record depreciation expense for this
property commencing July 1, 1999.
The results of operations for the Louis Joliet Mall, which was
classified as held for sale or disposition as of December 31, 1996 and sold
in July 1999, were net income of $0 and $929,314, respectively, for the
three months ended March 31, 2000 and 1999.
In addition, the accompanying financial statements include for the
three month periods ended March 31, 2000 and 1999 income of $159,934 and
$326,123, respectively, as the Partnership's share of total property
operations of $479,851 and $1,320,716 of unconsolidated properties which
were sold in the past two years.
Certain amounts in the 1999 financial statements have been
reclassified to conform with the 2000 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 March 31, 2000 and for the three months
ended March 31, 2000 and 1999 were as follows:
Unpaid at
March 31,
2000 1999 2000
-------- ------ ----------
Property management and leasing
fees . . . . . . . . . . . . . . . . $ -- 89,098 --
Insurance commissions. . . . . . . . . -- 1,845 --
Management fees to Corporate
General Partner. . . . . . . . . . . 222,536 -- --
Reimbursement (at cost) for out-
of-pocket salary and salary-
related expenses and other costs
for the Partnership and its
investment properties. . . . . . . . 49,196 42,941 38,465
-------- ------- -------
$271,732 133,884 38,465
======== ======= =======
In connection with the distributions of cash flow from operations in
February 2000, the General Partners received distributions aggregating
approximately $134,000. The Corporate General Partner also received
management fees aggregating approximately $223,000 in February 2000.
The Partnership had obligations, which bore interest ranging from
4.62% to 5.35% per annum in 1999, to fund, on demand, $400,000 and $400,000
to Carlyle Investors, Inc. and Carlyle Managers, Inc., respectively, of
additional paid-in capital. In 1999, these obligations including all
unpaid accrued interest aggregating approximately $1,340,000 were retired.
Such amounts are recorded as distributions received in excess of recorded
investment in the accompanying balance sheets.
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 pursuant to a loan modification.
Such fees deferred by the affiliate were approximately $1,839,000 (of which
approximately $919,500 is the Partnership's share) at March 31, 2000. The
unconsolidated venture's obligation to the affiliate is not reflected in
the consolidated balance sheets as of March 31, 2000 and December 31, 1999.
Such deferred amount does not bear interest.
JMB/NYC
As a result of the 1996 restructuring, JMB/NYC had an indirect limited
partnership interest which, before taking into account significant
preferences to other partners, equaled approximately 4.9% of the
reorganized and restructured ventures owning 237 Park and 1290 Avenue of
the Americas (the "Properties"). Neither O&Y nor any of its affiliates
retained any direct or indirect continuing interest in the Properties. The
new ownership structure gave control of the Properties to an unaffiliated
real estate investment trust ("REIT"), owned primarily by holders of the
first mortgage debt that encumbered the Properties prior to the bankruptcy.
JMB/NYC had, under certain limited circumstances, through January 1, 2001
rights of consent regarding sale of the Properties or the consummation of
<PAGE>
certain other transactions that would have significantly reduced
indebtedness of the Properties. In general, at any time on or after
January 2, 2001, an affiliate of the REIT had the right to purchase
JMB/NYC's interest in the Properties for an amount based on a formula
relating to the operations of the Properties (the "Formula Price"). In
addition, the purchase money note (discussed below) made by JMB/NYC for its
interests in the Properties, which had outstanding principal and accrued
and deferred interest of approximately $137,452,000, at March 31, 2000,
matures on January 2, 2001. If such REIT affiliate exercised such right to
purchase, it was unlikely that such purchase would have resulted in any
significant distributions to the partners of the Partnership.
Additionally, at any time, JMB/NYC had the right to require such REIT
affiliate to purchase the interest of JMB/NYC in the Properties for the
Formula Price.
During 1996, as a result of the adoption of the Plan, the Partnership
reversed those previously recognized losses resulting from its interest in
JMB/NYC that it is no longer obligated to fund due to the conversion of
JMB/NYC's general partnership interest to a limited partnership interest in
the joint ventures which owned the Properties and the terms of the
restructuring. The Partnership has no future funding obligations (other
than that related to a certain indemnification agreement provided in
connection with the restructuring) and has no influence or control over the
day-to-day affairs of the joint ventures or partnership which own the
Properties subsequent to the Effective Date. Accordingly, the Partnership
discontinued the application of the equity method of accounting for the
indirect interests in the Properties and additional losses from the
investment in unconsolidated venture will not be recognized. Should the
unconsolidated venture subsequently report income, the Partnership will
resume applying the equity method on its share of such income only after
such income exceeds net losses not previously recognized.
Pursuant to the indemnification agreement, the Affiliated Partners
were jointly and severally obligated to indemnify the REIT to the extent of
$25 million to ensure their compliance with the terms and conditions
relating to JMB/NYC's indirect limited partnership interest in the
restructured and reorganized joint ventures that owned the Properties. The
Affiliated Partners contributed approximately $7.8 million (of which the
Partnership's share was approximately $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. Due to the Restructuring discussed
below, the maximum potential obligation has been reduced to $14,285,000 and
a portion of the collateral was released in 1999 to JMB/NYC. The
Partnership's share of the reduction of the maximum unfunded obligation
under the indemnification agreement recognized as income, is a result of
interest earned on amounts contributed by the Partnership and held in
escrow by JMB/NYC and, in 1999, the agreed upon reduction of the maximum
obligation. Interest income earned reduces the Partnership's share of the
maximum unfunded obligation under the indemnification agreement, which is
reflected as a liability in the accompanying financial statements.
The provisions of the indemnification agreement (as amended in
connection with the Restructuring discussed below) generally prohibit the
Affiliated Partners from taking actions that could have an adverse effect
on the exercise of the purchase rights by the REIT affiliate discussed
above or a sale or certain other transactions involving a direct or
indirect interest in 1290 Avenue of the Americas unless such transaction
requires JMB/NYC's consent. Compliance, therefore, is within the control
of the Affiliated Partners and non-compliance with such provisions by
either the Partnership or the other Affiliated Partners is highly unlikely.
Therefore, the Partnership expects its share of the collateral to be
returned (including interest earned) after the termination of the
indemnification agreement.
<PAGE>
In November 1999, a transaction (the "Restructuring") closed pursuant
to which, among other things, JMB/NYC's interests in 237 Park Avenue ("237
Park") and 1290 Avenue of the Americas ("1290 Avenue of the Americas") were
restructured. Under the Restructuring, the partnership that owns 237 Park
has been converted to a limited liability company ("237 Park LLC"). The
membership interest in 237 Park LLC owned by 237/1290 Upper Tier
Associates, L.P. (the "Upper Tier Partnership"), in which JMB/NYC is a
limited partner with a 99% interest, was contributed to a partnership (the
"237 Partnership") that acquired the other membership interests in 237 Park
LLC from the REIT and one of its affiliates. In exchange for the interest
in 237 Park LLC, the Upper Tier Partnership received a limited partnership
interest in the 237 Partnership having a fair market value (determined in
accordance with the partnership agreement of the 237 Partnership) of
approximately $500,000. (JMB/NYC's total investment in the 237 Partnership
is significantly less than 1% of the 237 Partnership.) The 237 Partnership
owns a portfolio of investments in addition to 237 Park. JMB/NYC has the
right, during the month of July of each calendar year commencing with 2001,
to cause a sale of the interest in the 237 Partnership for a price equal to
the greater of the fair market value of such interest (determined in
accordance with the partnership agreement of the 237 Partnership) and a
specified amount, of which JMB/NYC's share would be $500,000. In addition,
the general partner of the 237 Partnership has the right, during the month
of January of each calendar year commencing with 2002, to purchase the
interest in the 237 Partnership for a price equal to the greater of the
fair market value of such interest (determined as described above) and a
specified amount, of which JMB/NYC's share would be $650,000.
Although under the terms of the Restructuring JMB/NYC is not able to
cause a sale of the interest in the 237 Partnership prior to 2001, the
earliest date on which such interest may be purchased at the election of
the general partner of the 237 Partnership is January 2002. In the absence
of JMB/NYC's earlier election to cause a sale of its interest in the 237
Partnership, this extends by a year (to January 2002 from January 2001)
the date on which JMB/NYC's indirect interest in 237 Park was previously
subject to purchase at the election of an affiliate of the REIT.
JMB/NYC's indirect interest through the Upper Tier Partnership in the
partnership (the "1290 Partnership") that owns 1290 Avenue of the Americas
was also modified, although the REIT continues to own the controlling
interest in the property. In general, the REIT has the right to sell 1290
Avenue of the Americas or the REIT's interest in the 1290 Partnership or
permit a sale of more than 51% of the stock in the REIT, during the period
January 1, 2000 through February 28, 2001, provided that JMB/NYC receives
the greater of (i) an amount based on a formula relating to the operations
of the property (the "1290 Formula Price"), and (ii) $4,500,000. Although
the REIT is able to cause a sale of the entire property one year earlier
than previously, which would result in the Partnership's (and the Holders
of Interests') recognition of income for Federal income tax purposes from
such a transaction, JMB/NYC would be entitled to receive a minimum
specified amount (determined as described above) in connection with such
sale. An affiliate of the REIT also has the right, during the month of
March of each calendar year commencing with 2001, to purchase JMB/NYC's
indirect interest in the 1290 Partnership for the greater of (x) the 1290
Formula Price and (y) $1,400,000. In addition, JMB/NYC has the right,
during the month of September of each calendar year commencing with 2001,
to require an affiliate of the REIT to purchase JMB/NYC's indirect interest
in the 1290 Partnership for the greater of (1) the 1290 Formula Price, and
(2) $1,000,000. The REIT has stated that they do not intend to sell the
1290 Avenue of Americas property prior to March 2001 and that they do
intend to purchase JMB/NYC's indirect interest in March 2001.
<PAGE>
A portion of the purchase price for JMB/NYC's indirect interest in the
1290 Avenue of the Americas and 237 Park Avenue office buildings is
represented by a certain promissory note (the "Purchase Note") bearing
interest at 12-3/4% per annum. The Purchase Note is secured by JMB/NYC's
indirect interest in the 1290 Partnership and the 237 Partnership and is
non-recourse to JMB/NYC. Prior to maturity, the Purchase Note requires
payment of principal and interest out of distributions made to JMB/NYC from
the 1290 Partnership and the 237 Partnership. Unpaid interest accrues and
is deferred, compounded monthly. Unpaid principal and interest are due at
maturity on January 2, 2001, and it is not expected that JMB/NYC will have
funds to pay the Purchase Note at maturity. The outstanding principal and
accrued and deferred interest on the Purchase Note at March 31, 2000, was
approximately $137,452,000.
In December 1999, the Partnership and the other Affiliated Partners
advanced a total of approximately $425,000 (of which the Partnership
advanced approximately $210,000) to the limited partners of JMB/NYC, which
was used to acquire a $5,425,000 tranche of the Purchase Note and the
related security agreement for the collateralization of such tranche. As a
result of this purchase, such limited partners, as creditors of JMB/NYC,
are entitled to receive up to $5,425,000 in proceeds otherwise payable to
JMB/NYC in respect of its indirect interest in the 1290 Partnership or the
237 Partnership. Such amounts received by the limited partners will be
distributed to the Affiliated Partners in proportion to their respective
advances made to purchase the tranche (i.e., 50% to the Partnership and 50%
in the aggregate to the other Affiliated Partners). In connection with
their purchase of the $5,425,000 tranche of the Purchase Note, the limited
partners of JMB/NYC agreed with the holder of the Purchase Note that in the
event JMB/NYC has not repaid all amounts due and owing under the Purchase
Note within one year after its maturity, the holder will take the
appropriate steps necessary to foreclose upon and obtain JMB/NYC's interest
in the Upper Tier Partnership in lieu of seeking any other damages.
Also in December 1999, JMB/NYC received refinancing proceeds, as
defined, of approximately $446,000 in respect of its indirect interest in
the 1290 Partnership as a result of a refinancing of the mortgage note
secured by the 1290 Avenue of Americas office building. These proceeds
were used by JMB/NYC to make a payment of approximately $443,000 on the
Purchase Note tranche held by its limited partners. It is expected that
the limited partners will repay the Partnership's $210,000 advance in 2000.
In connection with the Restructuring, approximately $4,460,000 in face
amount at maturity of U.S. Treasury securities held as collateral for the
indemnification obligations of the Affiliated Partners was released from
escrow and returned to the Affiliated Partners. The remaining face amount
of the securities will be held as collateral for the indemnification
obligations of the Affiliated Partners relating to 1290 Avenue of the
Americas generally until 90 days after the earlier of the sale of 1290
Avenue of the Americas and the sale of JMB/NYC's indirect interest in 1290
Avenue of the Americas. The Partnership expects its share of the remaining
collateral, including interest earned thereon, to be returned after the
termination of the indemnification obligations.
While the Partnership is not expected to terminate in the near term,
it currently appears unlikely that any significant distributions will be
made by JMB/NYC to the Partnership at any time due to, among other things,
the level of indebtedness on 1290 Avenue of the Americas, the Purchase Note
payable by JMB/NYC, and the significant preference levels to other partners
within the 1290 Partnership.
JMB/PIPER
Occupancy of the building at the end of the first quarter of 2000 was
92%.
<PAGE>
As previously reported, U.S. Bancorp Piper Jaffray Inc. ("PJI"), which
occupies 335,684 square feet or approximately 46% of the building's
rentable square feet, with a lease expiration date at May 31, 2000,
announced that it would be moving to a new building (recently completed in
Minneapolis) upon expiration of its existing lease. However, PJI has
extended a portion of its current space (approximately 113,500 square feet)
through May 31, 2002. Additionally, JMB/Piper has executed new long-term
leases representing an additional approximately 75,000 square feet. The
property manager is actively pursuing replacement tenants for the balance
of the PJI space; however, given the extremely competitive nature of the
downtown Minneapolis market due to a significant amount of new office
construction, not all of the PJI space can be released quickly enough to
generate sufficient cash flow to fund the required debt service payments
from June 1, 2000.
The property is subject to a mortgage loan in the original principal
amount of $100,000,000, of which approximately $95,741,000 is outstanding
as of March 31, 2000. The lender is essentially entitled to all operating
cash flow (as defined). During 1999 and 1998, no such cash flow was
generated. However, the lender disputed certain amounts in the calculation
of cash flow for the years 1997 and 1998. This resulted in JMB/Piper owing
an additional amount of cash flow (approximately $122,000) for 1997.
Additionally, JMB/Piper incurred excess capital costs of approximately
$199,000 in 1998 for which it was entitled to reimbursement from the escrow
account. In settling such dispute, the lender and JMB/Piper agreed to have
the additional cash flow paid directly from the escrow account with the
balance paid to JMB/Piper for excess capital costs incurred (approximately
$77,000), which JMB/Piper received in the fourth quarter of 1999. 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. For
the three months ended March 31, 2000, approximately $130,000 representing
property management fees was deposited and approximately $776,000 was
withdrawn from the escrow account for certain leasing costs. The escrow
balance as of March 31, 2000 was approximately $5,109,000. 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.
As of March 31, 2000, the manager has deferred approximately $5,185,000
($1,839,000 of which represents deferred fees due to an affiliate of the
Corporate General Partner through November 1994) of management fees. Under
the escrow agreement, if upon sale or refinancing of the property or
maturity of the loan, there are funds remaining in this escrow after
payment of amounts owed to the lender, such funds will be paid to the
manager to the extent of its deferred and unpaid management fees.
In addition, the mortgage loan 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. However, given the significant upcoming
PJI vacancy and the resultant decrease in the value of the property,
JMB/Piper would not receive any proceeds upon a sale or refinancing of the
property. More importantly, although Piper currently generates enough
operating cash flow to meet the required debt service payments, Piper will
not generate sufficient cash flows to pay the required debt service upon
the expiration of PJI's lease on May 31, 2000, as discussed above.
JMB/Piper, on behalf of the joint venture, is currently in discussions
with the mortgage lender whereby the lender would take title to the
property pursuant to a deed-in-lieu of foreclosure agreement sometime after
the anticipated monetary default in June 2000. There can be no assurance
that such agreement will be reached or that the mortgage lender will not
commence foreclosure proceedings or will take any action, which in either
scenario would cause the joint venture to retain its ownership interest in
the property for some indefinite period of time. A disposition of the
property 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.
<PAGE>
JMB/900
Pursuant to the extension of the mortgage loan, prior to the sale of
the property in November 1999, net cash flow (as defined) was paid into an
escrow account controlled by the lender. The escrow account, including
interest earned thereon, was to be used by Progress Partners for payment of
property taxes and releasing costs associated with leases which were to
expire in 1999 and 2000 (approximately 50% of the building including the
Schulte, Roth & Zabel lease). During 1999, prior to the sale of the
property, approximately $7,934,000 had been deposited into escrow from net
cash flow from property operations. The escrow balance at closing of the
property sale was approximately $16,083,000. Such escrow was released to
Progress Partners upon the sale of the property as discussed below.
In July 1998, JMB/900 entered into an agreement with two of its
venture partners in Progress Partners and a judgment creditor of those
venture partners (such judgment creditor and the venture partners are
hereinafter collectively referred to as the "Progress Parties") to resolve
outstanding claims against each other. The agreement was subject to
occurrence of various terms and conditions, which failed to occur. In a
further effort to resolve their outstanding claims and to place JMB/900 in
a position to control and market the 900 Third Avenue Building, JMB/900
entered into a settlement agreement with the Progress Parties effective as
of March 17, 1999 ("Settlement Agreement"). The Settlement Agreement
generally provided for the settlement and release of all claims and causes
of action by and against JMB/900 and the Progress Parties related to or
arising from the joint venture relationship or the property. Under the
Settlement Agreement and related transactions, JMB/900 and an affiliate
acquired all of the right, title and interest of the Progress Parties in
the property, Progress Partners and PC-900 and resolved all outstanding
litigation in exchange for a total payment of $16.0 million, $13.5 million
of which was paid at closing of the Settlement Agreement with the remaining
$2.5 million paid upon the sale of the property, as discussed below. In a
related agreement and for the payment of $300,000 and the release of
various claims, certain litigation and claims by and between the FDIC and
JMB/900 were resolved and dismissed. As part of the settlement, the
limited partnership interests in PC-900 were assigned to 14-15 Office
Associates, L.P. ("Office Associates"), in which JMB/900 owns a 99% limited
partnership interest. P-C 900's interest in Progress Partners was then
transferred to JMB/900 and Office Associates, which became the sole
remaining partners in Progress Partners. Amendments to the joint venture
agreement of Progress Partners were made to effectuate the terms of the
settlement and the substitution of partners.
In July 1999, JMB/900, through Progress Partners, entered into a
contract to sell the 900 Third Avenue Building to an unaffiliated third
party. On November 2, 1999, Progress Partners sold the property for
approximately $163,000,000. Upon closing, Progress Partners received cash
from the sale of approximately $62,300,000 (net of closing costs but before
prorations). The cash received was also net of the repayment of the
mortgage loan secured by the property of approximately $87,000,000, a
prepayment penalty of approximately $5,800,000 and the final payment to the
Progress Parties pursuant to the Settlement Agreement of approximately
$2,500,000. As a result of this sale, Progress Partners recognized a gain
of approximately $54,000,000 and $77,000,000 for financial reporting and
Federal income tax purposes, respectively. The Partnership's share of such
items was approximately $18,100,000 and $25,600,000, respectively. As is
customary in such transactions, Progress Partners agreed to certain
representations, warranties and covenants with a stipulated survival
period, which expires on September 15, 2000. Although it is not expected,
Progress Partners may ultimately have some liability under such
representations, warranties and covenants, which are limited to actual
damages and shall in no event exceed $2,000,000. As required by the sale
agreement, Progress Partners has placed this amount into an escrow account.
<PAGE>
In February 2000, the Partnership received a distribution of
approximately $26,400,000 from JMB/900 representing the Partnership's share
of sales proceeds and cash flow generated from the operations of Progress
Partners.
As Progress Partners had committed to a plan to sell or dispose of the
property, the 900 Third Avenue Building was classified as held for sale or
disposition as of July 1, 1998, and therefore, has not been subject to
continued depreciation beyond such date for financial reporting purposes.
LOUIS JOLIET MALL
In March 1999, the Partnership entered into a contract for the sale of
the Louis Joliet Mall to BRE/Louis Joliet LLC ("BRE"). In light of issues
concerning one or more of the tenants at the Mall, BRE terminated the sale
contract. The Partnership was able to negotiate an amended sale contract
and on July 30, 1999 sold the property to BRE. The purchase price of the
property was $45,400,000. A portion of the purchase price included the
assumption of the mortgage loan (approximately $25,200,000) by BRE at the
closing of the sale. The Partnership received cash at closing (net of
closing costs and before prorations) of approximately $19,400,000. The
Partnership recognized a gain of approximately $7,600,000 and $22,000,000
for financial reporting purposes and Federal income tax purposes,
respectively. In addition, in connection with the sale of the property and
as is customary in such transactions, the Partnership agreed to certain
representations, warranties and covenants with a stipulated survival period
of January 30, 2000, which expired with no liability to the Partnership.
As the Partnership had committed to a plan to sell or dispose of the
property, Louis Joliet Mall was classified as held for sale or disposition
as of December 31, 1996, and therefore has not been subject to continued
depreciation beyond such date for financial reporting purposes.
WELLS FARGO CENTER
The mortgage note secured by the property (with a balance of
approximately $175,000,000 as of March 31, 2000), 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. The
unaffiliated venture partner, on behalf of the venture, had been in
discussions with the mortgage lender regarding a possible extension of the
September 1, 1999 participation date referred to above, but was unable to
obtain any extension.
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 $12,771,000 at March 31,
2000 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
nonrecourse and secured solely by the Partnership's interest in the joint
venture.
The Partnership is currently exploring the disposition of its interest
in the limited liability company prior to the maturity of the loans. At
maturity of the loans, it is not anticipated that further modifications or
extensions can be obtained. This would likely result in a lender taking
title to the property or the Partnership's interest in the limited
liability company since the terms of the modified mortgage note and the
amended and restated promissory note make it highly unlikely that the
Partnership would recover any incremental investment, the Partnership has
decided not to commit any significant additional amounts to the property.
In either event, the Partnership would no longer have an ownership interest
in the property, which would result in income to the Partnership for
Federal income tax purposes with no corresponding distributable proceeds.
<PAGE>
Due to the restructuring of the Partnership's interest in Wells Fargo
Center - South Tower in 1996, the Partnership has ceased loss recognition
relative to its real estate investment and has reversed those previously
recognized losses that the Partnership is no longer obligated to fund. The
Partnership has no future funding obligation for its investment in Wells
Fargo Center - South Tower. Accordingly, the Partnership has discontinued
the application of the equity method of accounting and additional losses
from the investment in Wells Fargo Center - South Tower will not be
recognized.
YERBA BUENA OFFICE BUILDING
Due to the default of the joint venture that owned the Yerba Buena
Office Building (a partnership comprised of the Partnership, two other
partnerships sponsored by the Partnership's Corporate General Partner, and
four unaffiliated limited partners) in the payment of required debt
service, the former lender to such joint venture realized on its security
by taking title to the property in June 1992. In return for a smooth
transition of title and management of the property (relative to which the
existing property manager that was affiliated with the Partnership's
Corporate General Partner agreed to continue to manage the property), the
joint venture was able to negotiate, among other things, a right of first
opportunity to purchase the property during the time frame from June 1995
through May 1998 should the lender wish to market the property for sale.
The lender sold the property in 1996. However, the joint venture was not
given an opportunity to purchase the property on the same terms for which
it was sold. As previously reported, the joint venture filed a lawsuit
against the lender for breach of its obligations. In June 1998, the court
granted the lender's motion for summary judgment and dismissed the lawsuit.
The joint venture appealed the dismissal. During the second quarter of
1999, the joint venture reached an agreement in principle with the lender
to settle the lawsuit. In February 2000, the settlement was finalized and
the former lender paid $1,400,000 to the joint venture in resolution of the
above mentioned disputes. Simultaneously, the joint venture paid to its
limited partners $27,000 in settlement of any of their potential claims
related to the matter. The Partnership's share of the settlement proceeds
and cash held at the joint venture is approximately $800,000. The
Partnership expects to receive such amount in the second quarter of 2000.
UNCONSOLIDATED VENTURES - SUMMARY INFORMATION
Summary income statement information for JMB/Piper, JMB/Piper II and
JMB/900 for the three months ended March 31, 2000 and 1999 are as follows:
2000 1999
----------- ----------
Total income from properties
(unconsolidated) . . . . . . . . . . . $ 5,290,504 9,959,195
=========== ==========
Operating profit (loss) of ventures. . . $ (209,817) 799,962
=========== ==========
Partnership's share of
operating profit (loss). . . . . . . . $ (184,900) 65,746
=========== ==========
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,
2000 and for the three months ended March 31, 2000 and 1999.
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Reference is made to the notes (the "Notes") to the accompanying
consolidated financial statements for additional information concerning
certain of the Partnership's investment properties.
At March 31, 2000, the Partnership had cash and cash equivalents of
approximately $12,601,000. Such funds were available for working capital
requirements and potential future distributions to the General Partners and
Holders of Interests. The Piper Jaffray and Wells Fargo Center - South
Tower investment properties are restricted as to the use of excess cash
flows by escrow agreements negotiated pursuant to loan modifications.
Amounts held in escrow for a particular property may be used for payment of
tenant improvements and other expenses related to the particular property.
Due to property specific concerns discussed in the Notes, the Partnership
does not consider its remaining investment properties to be potential
sources of future cash generated from sales or operations.
The Partnership has currently budgeted in 2000 approximately
$2,848,000 for its share of tenant improvements and other capital
expenditures at the Piper Jaffray Tower. However, there are sufficient
cash reserves for payment of such items held in escrow pursuant to the loan
modification for the Piper Jaffray Tower. Actual amounts expended in 2000
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 and the length of time
the Partnership's joint venture may own the property. The Partnership has
not budgeted any amounts, and has no funding obligations for its other
remaining investment properties.
In February 2000, the Partnership received a distribution of
approximately $26,400,000 from JMB/900 representing the Partnership's share
of sales proceeds and cash flow generated from the operations of Progress
Partners.
In February 2000, the Partnership made a distribution of sales
proceeds related to the sales of the 900 Third Avenue office building and
the Louis Joliet Mall to the Holders of Interests of approximately
$20,040,000 ($50 per interest) and approximately $3,200,000 ($8 per
interest) of previously undistributed cash flow generated primarily from
the 900 Third Avenue office building. Accordingly, the General Partners
were entitled to a distribution of cash flow from operations of
approximately $134,000. In connection with such distribution, the
Corporate General Partner also received a management fee of approximately
$223,000.
As previously reported, the joint venture filed a lawsuit against the
lender for breach of its obligations. In June 1998, the court granted the
lender's motion for summary judgment and dismissed the lawsuit. The joint
venture appealed the dismissal. During the second quarter of 1999, the
joint venture reached an agreement in principle with the lender to settle
the lawsuit. In February 2000, the settlement was finalized and the former
lender paid $1,400,000 to the joint venture in resolution of the above
mentioned disputes. Simultaneously, the joint venture paid to its limited
partners $27,000 in settlement of any of their potential claims related to
the matter. The Partnership's share of the settlement proceeds and cash
held at the joint venture is approximately $800,000. The Partnership
expects to receive such amount in the second quarter of 2000.
In December 1999, the Partnership and the other Affiliated Partners
advanced a total of approximately $425,000 (of which the Partnership
advanced approximately $210,000) to the limited partners of JMB/NYC, which
was used to acquire a $5,425,000 tranche of the Purchase Note and the
related security agreement for the collateralization of such tranche. As a
<PAGE>
result of this purchase, such limited partners, as creditors of JMB/NYC,
are entitled to receive up to $5,425,000 in proceeds otherwise payable to
JMB/NYC in respect of its indirect interest in the 1290 Partnership or the
237 Partnership. Such amounts received by the limited partners will be
distributed to the Affiliated Partners in proportion to their respective
advances made to purchase the tranche (i.e., 50% to the Partnership and 50%
in the aggregate to the other Affiliated Partners). In connection with
their purchase of the $5,425,000 tranche of the Purchase Note, the limited
partners of JMB/NYC agreed with the holder of the Purchase Note that in the
event JMB/NYC has not repaid all amounts due and owing under the Purchase
Note within one year after its maturity, the holder will take the
appropriate steps necessary to foreclose upon and obtain JMB/NYC's interest
in the Upper Tier Partnership in lieu of seeking any other damages.
Also in December 1999, JMB/NYC received refinancing proceeds, as
defined, of approximately $446,000 in respect of its indirect interest in
the 1290 Partnership as a result of a refinancing of the mortgage note
secured by the 1290 Avenue of Americas office building. These proceeds
were used by JMB/NYC to make a payment of approximately $443,000 on the
Purchase Note tranche held by its limited partners. It is expected that
the limited partners will repay the Partnership's $210,000 advance in 2000.
In connection with the Restructuring, approximately $4,460,000 in face
amount at maturity of U.S. Treasury securities held as collateral for the
indemnification obligations of the Affiliated Partners was released from
escrow and returned to the Affiliated Partners. The remaining face amount
of the securities will be held as collateral for the indemnification
obligations of the Affiliated Partners relating to 1290 Avenue of the
Americas generally until 90 days after the earlier of the sale of 1290
Avenue of the Americas and the sale of JMB/NYC's indirect interest in 1290
Avenue of the Americas. The Partnership expects its share of the remaining
collateral, including interest earned thereon, to be returned after the
termination of the indemnification obligations.
JMB/Piper, on behalf of the joint venture, is currently in discussions
with the mortgage lender whereby the lender would take title to the
property pursuant to a deed-in-lieu of foreclosure agreement sometime after
the anticipated monetary default in June 2000. There can be no assurance
that such agreement will be reached or that the mortgage lender will not
commence foreclosure proceedings or will take any action, which in either
scenario would cause the joint venture to retain its ownership interest in
the property for some indefinite period of time. A disposition of the
property 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.
As discussed in the Notes, the Partnership is currently exploring the
disposition of its interest in the limited liability company which owns the
Wells Fargo Center - South Tower prior to the maturity of the loans. At
maturity of the loans, it is not anticipated that further modifications or
extensions can be obtained. This would likely result in a lender taking
title to the property or the Partnership's interest in the limited
liability company. In either event, the Partnership would no longer have
an ownership interest in the property, which would result in income to the
Partnership for Federal income tax purposes with no corresponding
distributable proceeds.
The Partnership's and its ventures' obligations generally are separate
non-recourse loans secured individually by the investment properties and
are not obligations of the entire investment portfolio, and the Partnership
and its ventures are not personally liable for the payment of the
indebtedness. The Partnership currently expects that Piper will not be
able to pay the required debt service for the Piper Jaffray Tower
investment property, after May 31, 2000, when a lease of approximately
222,200 square feet of space to U.S. Bankcorp Piper Jaffray, Inc. expires.
The Partnership does not intend to commit additional funds to Piper Jaffray
Tower to fund such cash shortfalls. The Partnership also does not intend
to commit additional funds to Wells Fargo Center - South Tower.
<PAGE>
Aggregate distributions of sale and refinancing proceeds received by
Holders of Interest 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, Holders of Interests will be allocated gain for Federal
income tax purposes, regardless of whether any proceeds are distributable
from such sales or other dispositions. In particular, the Piper Jaffray
Tower, 237 Park Avenue, 1290 Avenue of the Americas and the Wells Fargo
Center - South Tower investment properties have high levels of debt secured
by each property and generally provide no cash flow to the Partnership.
While loan and joint venture modifications have been obtained which enable
the Partnership to retain an ownership interest in these properties, it is
currently unlikely under existing arrangements that the Partnership will
receive any proceeds from operations or sales of these properties.
However, upon disposition of each of these properties or the Partnership's
interest therein, the Partnership, and therefore the Holders of Interest,
will recognize a substantial amount of taxable income with no distributable
proceeds. For certain Holders of Interests, such taxable gain may be
offset by their suspended passive activity losses (if any). Each Holder's
tax consequences will depend on such Holder's own tax situation.
RESULTS OF OPERATIONS
Significant variances between periods are primarily due to the sale of
the Louis Joliet Mall on July 30, 1999 and the 900 Third Office Building on
November 2, 1999.
The decrease in the investment in unconsolidated ventures, at equity
at March 31, 2000 as compared to December 31, 1999 is primarily due to a
distribution of cash of approximately $26,400,000 from JMB/900 to the
Partnership in February 2000.
The increase in accounts payable at March 31, 2000 as compared to
December 31, 1999 is primarily due to the timing of payment for certain of
the administrative expenses of the Partnership.
The increase in long-term debt at March 31, 2000 as compared to
December 31, 1999 is primarily due to the interest accrual on the
promissory note secured by the Partnership's interest in the joint venture
that owns the Wells Fargo Center - South Tower.
The increase in interest income for the three months ended March 31,
2000 as compared to the same period in 1999 is primarily due to temporary
investment of the cash received from JMB/900 prior to the distribution to
the General Partners and Holders of Interests in late February 2000.
The decrease in professional services for the three months ended
March 31, 2000 as compared to the same period in 1999 is primarily due to
the joint venture reaching an agreement in principal for the settlement of
the Yerba Buena litigation during the second quarter of 1999, which
resulted in reduced legal fees. The settlement was completed in February
2000.
The increase in management fees to Corporate General Partners for the
three months ended March 31, 2000 as compared to the same period in 1999 is
due to the distribution of cash flow from operations to the General
Partners and the Holders of Interest in February 2000.
The increase in general and administrative expenses for the three
months ended March 31, 2000 as compared to the same period in 1999 is
primarily due to the payment by the Partnership for state income taxes owed
as a result of the sale of the Louis Joliet Mall in July 1999.
<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 2000.
<CAPTION>
1999 2000
------------------------------------- ------------------------------
At At At At At At At At
3/31 6/30 9/30 12/31 3/31 6/30 9/30 12/31
---- ---- ---- ----- ---- ---- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1. 237 Park Avenue Building
New York, New York. . . . . . * * * * *
2. 1290 Avenue of the
Americas Building
New York, New York. . . . . . * * * * *
3. Piper Jaffray Tower
Minneapolis, Minnesota. . . . 89% 89% 89% 91% 92%
4. Wells Fargo Center
South Tower
Los Angeles, California . . . * * * * *
<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.
27. Financial Data Schedule.
- --------------
* Previously filed as Exhibits 3-B and 3-C, respectively, 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 were filed during the period covered
by this report.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIV
BY: JMB Realty Corporation
(Corporate General Partner)
By: GAILEN J. HULL
Gailen J. Hull, Senior Vice President
Date: May 12, 2000
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following person in the capacity
and on the date indicated.
GAILEN J. HULL
Gailen J. Hull, Principal Accounting Officer
Date: May 12, 2000
<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, 2000 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-31-2000
<PERIOD-END> MAR-31-2000
<CASH> 12,601,186
<SECURITIES> 0
<RECEIVABLES> 69,060
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 12,670,246
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 14,197,394
<CURRENT-LIABILITIES> 364,423
<BONDS> 34,759,108
<COMMON> 0
0
0
<OTHER-SE> (35,947,040)
<TOTAL-LIABILITY-AND-EQUITY> 14,197,394
<SALES> 0
<TOTAL-REVENUES> 198,704
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 664,895
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 934,483
<INCOME-PRETAX> (1,400,674)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,540,840)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,540,840)
<EPS-BASIC> (3.69)
<EPS-DILUTED> (3.69)
</TABLE>
