SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10K/A
AMENDMENT NO. 1
Filed pursuant to Section 12, 13, or 15(d) of the
Securities Exchange Act of 1934
JMB/MANHATTAN ASSOCIATES, LTD.
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(Exact name of registrant as specified in its charter)
IRS Employer Identification
Commission File No. 0-14547 No. 36-3339372
The undersigned registrant hereby amends the following sections of its
Report for December 31, 1995 on Form 10-K as set forth in the pages
attached hereto:
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE PARTNERSHIP
Pages 57 to 59
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
JMB/MANHATTAN ASSOCIATES, LTD.
By: JMB/Manhattan Investors, Inc.
Corporate General Partner
By: Gailen J. Hull
Senior Vice President
Dated: May 28, 1996
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
There were no changes in or disagreements with accountants during 1994
and 1995.
PART III
ITEM 10. DIRECTOR AND EXECUTIVE OFFICERS OF THE PARTNERSHIP
The Corporate General Partner of the Partnership, JMB/Manhattan
Investors, Inc., is a wholly-owned subsidiary of JMB Investment Holdings-I,
Inc., a Delaware corporation, the outstanding shares of stock of which are
owned 25% by Northbrook Corporation, a Delaware corporation, and 75% by JMB
Realty Corporation, a Delaware corporation ("JMB"). Substantially all of
the outstanding shares of Northbrook Corporation are owned by JMB and
certain of its officers, directors, members of their families and their
affiliates. Substantially all of the shares of JMB are owned by its
officers, directors, members of their families and their affiliates. The
Corporate General Partner has responsibility for all aspects of the
Partnership's operations, subject to the requirement that generally the
sale of all or any substantial portion of the Partnership's interest in
JMB/NYC or of all or any substantial portion of JMB/NYC's interests in the
Joint Ventures, unless required by an agreement or instrument relating to
such interests, must be approved by an Associate General Partner of the
Partnership, BPA Associates, L.P., an Illinois limited partnership with
JMB/Manhattan Investors, Inc. as the sole general partner. BPA Associates,
L.P. shall be directed by a majority in interest of its limited partners
(who are generally officers, directors and affiliates of JMB or its
affiliates) as to whether to provide its approval of any such sale. BPA
Associates, L.P. is also the sole general partner of APB Associates, an
Illinois limited partnership, that is the other Associate General Partner
of the Partnership.
The Partnership is subject to certain conflicts of interest arising
out of its relationships with the General Partners and their affiliates as
well as the fact that the General Partners and their affiliates are engaged
in a range of real estate activities. Certain services have been and may
in the future be provided to the Partnership or its investment properties
by affiliates of the General Partners. In general, such services are to be
provided on terms no less favorable to the Partnership than could be
obtained from independent third parties and are otherwise subject to
conditions and restrictions contained in the Partnership Agreement. The
Partnership Agreement permits the General Partners and their affiliates to
provide services to, and otherwise deal and do business with, persons who
may be engaged in transactions with the Partnership, and permits the
Partnership to borrow from, purchase goods and services from, and otherwise
to do business with, persons doing business with the General Partners or
their affiliates. The General Partners and their affiliates may be in
competition with the Partnership under certain circumstances, including,
for tenants for properties and/or for the sale of properties. Because the
timing and amount of cash distributions and profits and losses of the
Partnership may be affected by various determinations by the General
Partners under the Partnership Agreement, including whether and when to
sell an investment property, the establishment and maintenance of
reasonable reserves, the timing of expenditures and the allocation of
certain tax items under the Partnership Agreement, the General Partners may
have a conflict of interest with respect to such determinations.
The director and the executive and certain other officers of the
Corporate General Partner are as follows:
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NAME OFFICE
- ---- ------
Judd D. Malkin Chairman
Neil G. Bluhm Vice President
Stuart C. Nathan President and Director
Howard Kogen Vice President and Treasurer
Gary Nickele Vice President and General Counsel
H. Rigel Barber Vice President
Gailen J. Hull Vice President
There is no family relationship among any of the foregoing officers or
director. The foregoing directors has been elected to serve a one-year
term until the annual meeting of the Corporate General Partner to be held
on August 13, 1996. All of the foregoing officers have been elected to
serve one-year terms until the first meeting of the Board of Directors held
after the annual meeting of the Corporate General Partner to be held on
August 13, 1996. All of the forgoing officers have served in the
capacities indicated since the date of incorporation of the Corporate
General Partner on December 27, 1984, except for Howard Kogen who became
treasurer on January 1, 1991 and Stuart Nathan, who had been a Vice
President, became President and Director on August 8, 1993. There are no
arrangements or understandings between or among any of said director or
officers and any other person pursuant to which the director or any officer
was elected as such.
The foregoing director and officers are also officers and/or directors
of JMB. JMB is the corporate general partner of Carlyle Real Estate
Limited Partnership-VII ("Carlyle-VII"), Carlyle Real Estate Limited
Partnership-IX ("Carlyle-IX"), Carlyle Real Estate Limited Partnership-X
("Carlyle-X"), Carlyle Real Estate Limited Partnership-XI ("Carlyle-XI"),
Carlyle Real Estate Limited Partnership-XII ("Carlyle-XII"), Carlyle Real
Estate Limited Partnership-XIII ("Carlyle-XIII"), Carlyle Real Estate
Limited Partnership-XIV ("Carlyle-XIV"), Carlyle Real Estate Limited
Partnership-XV ("Carlyle-XV"), Carlyle Real Estate Limited Partnership-XVI
("Carlyle-XVI"), Carlyle Real Estate Limited Partnership-XVII ("Carlyle-
XVII"), JMB Mortgage Partners, Ltd. ("Mortgage Partners"), JMB Mortgage
Partners, Ltd.-II ("Mortgage Partners-II"), JMB Mortgage Partners, Ltd.-III
("Mortgage Partners-III"), JMB Mortgage Partners, Ltd.-IV ("Mortgage
Partners-IV"), Carlyle Income Plus, Ltd. ("Carlyle Income Plus") and
Carlyle Income Plus, Ltd.-II ("Carlyle Income Plus-II") and the managing
general partner of JMB Income Properties, Ltd.-IV ("JMB Income-IV"), JMB
Income Properties, Ltd.-V ("JMB Income-V"), JMB Income Properties, Ltd.-VI
("JMB Income-VI"), JMB Income Properties, Ltd.-VII ("JMB Income-VII"), JMB
Income Properties, Ltd.-IX ("JMB Income-IX"), JMB Income Properties Ltd.-X
("JMB Income-X"), JMB Income Properties, Ltd.-XI, ("JMB Income-XI"), JMB
Income Properties, Ltd.-XII ("JMB Income-XII"), and JMB Income Properties,
Ltd.-XIII, ("JMB Income-XIII"). JMB is also the sole general partner of
the associate general partners of most of the foregoing partnerships.
The foregoing director and officers are also officers and/or directors
of various affiliated companies of JMB including Income Growth Managers,
Inc. (the corporate general partner of IDS/JMB Balanced Income Growth, Ltd.
("IDS/BIG")), Arvida/JMB Managers, Inc. (the general partner of Arvida/JMB
Partners, L.P. ("Arvida")), and Arvida/JMB Managers-II, Inc. (the general
partner of Arvida/JMB Partners, L.P.-II ("Arvida-II")). Most of such
officers and the director are also partners, directly or indirectly, of
certain partnerships which are associate general partners in the following
real estate limited partnerships: the Partnership, Carlyle-VII,
Carlyle-IX, Carlyle-X, Carlyle-XI, Carlyle-XII, Carlyle-XIII, Carlyle-XIV,
Carlyle-XV, Carlyle-XVI, Carlyle-XVII, JMB Income-VI, JMB Income-VII, JMB
Income-IX, JMB Income-X, JMB Income-XI, JMB Income-XII, JMB Income-XIII,
Mortgage Partners, Mortgage Partners-II, Mortgage Partners-III, Mortgage
Partners-IV, Carlyle Income Plus, Carlyle Income Plus-II and IDS/BIG.
The business experience during the past five years of each such
director and officer of the Corporate General Partner of the Partnership in
addition to that described above is as follows:
58
Judd D. Malkin (age 58) is Chairman of the Board and a director of JMB
and its Chief Financial Officer. He is also an individual general partner
of JMB Income-IV and JMB Income-V. Mr. Malkin has been associated with JMB
since October, 1969. Mr. Malkin is a director of Urban Shopping Centers,
Inc., an affiliate of JMB that is a real estate investment trust in the
business of owning, managing and developing shopping centers. He is a
Certified Public Accountant.
Neil G. Bluhm (age 58) is President and a director of JMB. He is also
an individual general partner of JMB Income-IV and JMB Income-V. Mr. Bluhm
has been associated with JMB since August, 1970. Mr. Bluhm is a director
of Urban Shopping Centers, Inc., an affiliate of JMB that is a real estate
investment trust in the business of owning, managing and developing
shopping centers. He is a member of the Bar of the State of Illinois and a
Certified Public Accountant.
Stuart C. Nathan (age 54) is Executive Vice President and a director
of JMB. He has been associated with JMB since July, 1972. Mr. Nathan is
also a director of Sportmart, Inc., a retailer of sporting goods. He is a
member of the Bar of the State of Illinois.
Howard Kogen (age 60) is Senior Vice President and Treasurer of JMB.
He has been associated with JMB since March, 1973. He is a Certified
Public Accountant.
Gary Nickele (age 43) is Executive Vice President and General Counsel
of JMB. He has been associated with JMB since February, 1984. Mr. Nickele
holds a J.D. degree from the University of Michigan Law School and is a
member of the Bar of the State of Illinois.
H. Rigel Barber (age 47) is Chief Executive Officer of JMB. He has
been associated with JMB since March, 1982. Mr. Barber received a J.D.
degree from the Northwestern Law School. He is a member of the Bar of the
State of Illinois.
Gailen J. Hull (age 47) is Senior Vice President of JMB. Mr. Hull has
been associated with JMB since March, 1982. He holds a Masters degree in
Business Administration from Northern Illinois University and is a
Certified Public Accountant.
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