SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarter ended March 31, 1996 Commission file #0-14547
JMB/MANHATTAN ASSOCIATES, LTD.
(Exact name of registrant as specified in its charter)
Illinois 36-3339372
(State of organization) (I.R.S. Employer Identification No.)
900 N. Michigan Ave., Chicago, Illinois 60611
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code 312-915-1987
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION
Item 1. Financial Statements . . . . . . . . . . . . . . . 3
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations. . . . . . . . 10
PART II OTHER INFORMATION
Item 3. Defaults on Senior Securities. . . . . . . . . . . 10
Item 5. Other Information. . . . . . . . . . . . . . . . . 11
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . 12
<TABLE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
JMB/MANHATTAN ASSOCIATES, LTD.
(A LIMITED PARTNERSHIP)
BALANCE SHEETS
MARCH 31, 1996 AND DECEMBER 31, 1995
(UNAUDITED)
ASSETS
------
<CAPTION>
MARCH 31, DECEMBER 31,
1996 1995
------------- -----------
<S> <C> <C>
Current assets:
Amounts due from affiliates . . . . . . . . . . . . . . . . . . . . . $ 339,386 354,082
----------- -----------
Total current assets. . . . . . . . . . . . . . . . . . . . . 339,386 354,082
----------- -----------
Amounts due from affiliates . . . . . . . . . . . . . . . . . . . . . 1,325,822 1,334,454
----------- -----------
$ 1,665,208 1,688,536
=========== ===========
LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
-----------------------------------------------------
Current liabilities:
Bank overdrafts . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 155,936 155,322
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . 24,196 9,922
Amounts due to affiliates . . . . . . . . . . . . . . . . . . . . . . 1,901,637 1,888,718
----------- -----------
Total current liabilities . . . . . . . . . . . . . . . . . . 2,081,769 2,053,962
Investment in unconsolidated venture, at equity . . . . . . . . . . . . 78,766,170 77,333,831
Commitments and contingencies
Partners' capital accounts (deficits):
General partners:
Capital contributions . . . . . . . . . . . . . . . . . . . . . . 1,500 1,500
Cumulative net earnings (losses). . . . . . . . . . . . . . . . . (4,304,156) (4,244,817)
Cumulative cash distributions . . . . . . . . . . . . . . . . . . (737,500) (737,500)
------------ -----------
(5,040,156) (4,980,817)
------------ -----------
Limited partners (1,000 Interests):
Capital contributions, net of offering costs. . . . . . . . . . . 57,042,489 57,042,489
Cumulative net earnings (losses). . . . . . . . . . . . . . . . . (113,185,064) (111,760,929)
Cumulative cash distributions . . . . . . . . . . . . . . . . . . (18,000,000) (18,000,000)
------------ -----------
(74,142,575) (72,718,440)
------------ -----------
Total partners' capital accounts (deficits) . . . . . . . . . (79,182,731) (77,699,257)
------------ -----------
$ 1,665,208 1,688,536
============ ===========
<FN>
See accompanying notes to financial statements.
</TABLE>
<TABLE>
JMB/MANHATTAN ASSOCIATES, LTD.
(A LIMITED PARTNERSHIP)
STATEMENTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1996 AND 1995
(UNAUDITED)
<CAPTION>
1996 1995
------------- -----------
<S> <C> <C>
Income:
Interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 41,672 290,470
------------ -----------
Expenses:
Interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,918 48,094
Professional services . . . . . . . . . . . . . . . . . . . . . . . . 45,297 67,722
Management fees paid to general partners. . . . . . . . . . . . . . . -- 1,041,667
General and administrative. . . . . . . . . . . . . . . . . . . . . . 34,592 10,917
------------ -----------
92,807 1,168,400
------------ -----------
Operating earnings (loss) . . . . . . . . . . . . . . . . . . . (51,135) (877,930)
Partnership's share of operations of unconsolidated venture . . . . . . (1,432,339) (1,992,031)
------------ -----------
Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . $ (1,483,474) (2,869,961)
============ ===========
Net loss per limited partnership interest:
Net operating earnings (loss) . . . . . . . . . . . . . . . $ (1,424) (2,755)
============ ===========
Cash distribution per limited partnership interest. . . . . $ -- 15,000
============ ===========
<FN>
See accompanying notes to financial statements.
</TABLE>
<TABLE>
JMB/MANHATTAN ASSOCIATES, LTD.
(A LIMITED PARTNERSHIP)
STATEMENTS OF CHANGES IN CASH FLOWS
THREE MONTHS ENDED MARCH 31, 1996 AND 1995
(UNAUDITED)
<CAPTION>
1996 1995
------------ -----------
<S> <C> <C>
Cash flows from operating activities:
Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (1,483,474) (2,869,961)
Items not requiring (providing) cash or cash equivalents:
Partnership's share of operating loss from operations
of unconsolidated venture . . . . . . . . . . . . . . . . . . . . . . 1,432,339 1,992,031
Changes in:
Interest and other receivables. . . . . . . . . . . . . . . . . . . . . -- 20,162
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,274 12,854
Amounts due to affiliates . . . . . . . . . . . . . . . . . . . . . . . 12,919 48,094
------------ -----------
Net cash (used in) operating activities . . . . . . . . . . . . . (23,942) (796,820)
Cash flows from investing activities:
Net sales and maturities (purchases) of short-term investments. . . . . . -- 9,912,520
------------ -----------
Net cash provided by (used in) investing activities . . . . . . . -- 9,912,520
------------ -----------
Cash flows from financing activities:
Distributions to limited partners . . . . . . . . . . . . . . . . . . . . -- (15,000,000)
Distributions to general partners . . . . . . . . . . . . . . . . . . . . -- (625,000)
Bank overdrafts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 614 226,651
Change in amounts due from affiliates . . . . . . . . . . . . . . . . . . 23,328 2,686,105
------------ -----------
Net cash provided by (used in) financing activities . . . . . . . 23,942 (12,712,244)
------------ -----------
Net increase (decrease) in cash and cash equivalents. . . . . . . -- (3,596,544)
Cash and cash equivalents, beginning of year. . . . . . . . . . . -- 3,784,075
------------ -----------
Cash and cash equivalents, end of period. . . . . . . . . . . . . $ -- 187,531
============ ===========
Supplemental disclosure of cash flow information:
Cash paid for mortgage and other interest . . . . . . . . . . . . . . . . $ -- --
Non-cash investing and financing activities . . . . . . . . . . . . . . . $ -- --
============ ===========
<FN>
See accompanying notes to financial statements.
</TABLE>
JMB/MANHATTAN ASSOCIATES, LTD.
(A LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1996 AND 1995
(UNAUDITED)
GENERAL
Readers of this quarterly report should refer to the Partnership's
audited financial statements for the year ended December 31, 1995, which
are included in the Partnership's 1995 Annual Report, as certain footnote
disclosures which would substantially duplicate those contained in such
audited financial statements have been omitted from this report.
The preparation of financial statements in accordance with GAAP
requires the Partnership to make estimates and assumptions that affect the
reported or disclosed amount of assets and liabilities and disclosure of
contingent 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 these estimates.
Statement of Financial Accounting Standards No. 121 was adopted by the
Partnership on January 1, 1996.
PROPERTY PARTNERS, L.P.
The Corporate General Partner of the Partnership believes that the
agreement discussed below, although subject to the satisfaction of certain
conditions, will in substance be effected (with some changes in the form or
structure of such transactions), as to the elimination of any potential
funding obligations of the Partnership in the future.
In October 1994, the Partnership and its affiliated partners (together
with the Partnership, the "Affiliated Partners"), through JMB/NYC Office
Building Associates, L.P. ("JMB/NYC"), entered into an agreement (the
"Agreement") with the affiliates (the "Olympia & York Affiliates") of
Olympia & York Developments, Ltd. ("O&Y") who are the venture partners in
the joint ventures which own or owned 237 Park Avenue, 1290 Avenue of the
Americas and 2 Broadway to resolve certain disputes. Certain provisions of
the Agreement were immediately effective and, therefore, binding upon the
partners, while others become effective either upon certain conditions
being met or upon execution and delivery of final documentation. In
general, the parties agreed to: (i) amend the joint ventures' agreements to
eliminate any funding obligation by JMB/NYC for any purpose in return for
JMB/NYC relinquishing its rights to approve almost all property management,
leasing, sale (certain rights to control a sale would be retained by
JMB/NYC through March 31, 2001) or refinancing decisions and the
establishment of a new preferential distribution level payable to the
Olympia & York Affiliates from all future sources of cash, (ii) sell the 2
Broadway Building, and (iii) restructure the first mortgage loan. In
anticipation of this sale and in accordance with the Agreement, the unpaid
first mortgage indebtedness previously allocated to 2 Broadway was
allocated to 237 Park Avenue and 1290 Avenue of the Americas during 1994.
A more detailed discussion of these items is contained in the Partnership's
1995 Annual Report.
As part of the Agreement, in order to facilitate the restructuring,
JMB/NYC and the Olympia & York affiliates agreed to file for each of the
property owning joint ventures a pre-arranged bankruptcy plan for
reorganization under Chapter 11 of the Bankruptcy Code. In June 1995, the
2 Broadway joint ventures filed their pre-arranged bankruptcy plans for
reorganization, and in August 1995, the bankruptcy court entered an order
confirming their plans of reorganization. In September 1995, the sale of
the 2 Broadway Building was completed. Bankruptcy filings for the other
joint ventures were made in April 1996. JMB/NYC is seeking to incorporate
much of the substance of the transactions proposed in the Agreement in the
reorganization plans for the other joint ventures, although such
reorganization plans will be subject to the approval of various creditors
of the joint ventures and of the Olympia & York affiliates as well as the
bankruptcy court and various specifics of the proposed transactions are
expected to be changed. Consequently, there is no assurance such
transactions in the Agreement will be substantially incorporated or that
the transactions contemplated in the Agreement will be finalized. In
addition, in connection with such restructuring and reorganizations, it is
currently expected that the Partnership and its Affiliated Partners will be
required to provide a joint and several guaranty or letter of credit in
order to secure their compliance with certain covenants related to the
restructuring and reorganizations.
Even if the restructuring and reorganizations are consummated with the
substance of the transactions in the Agreement incorporated, the property
owning joint ventures and JMB/NYC will each have a substantial amount of
indebtedness. It is not expected that JMB/NYC would receive any
distributions from the operations of the 237 Park Avenue or 1290 Avenue of
the Americas office buildings. Moreover, if the properties were sold and
the property mortgage indebtedness repaid, the purchase money notes
(including accrued and deferred interest) payable by JMB/NYC to the Olympia
& York affiliates and certain cash distribution preferences in favor of the
Olympia & York affiliates must be paid before a portion of any sale
proceeds would be distributable to the Partnership. As a result, it is
unlikely that the Partnership or the Limited Partners will receive any
significant amount of distributions from the JMB/NYC in the future.
If the restructuring and reorganizations are consummated with the
substance of the transactions in the Agreement incorporated, it is expected
that the Partnership and the Limited Partners would recognize in 1996 a
significant amount of gain for Federal income tax purposes with no
corresponding distributable proceeds, but with the recognition of
additional gain deferred until the next and succeeding years. In the event
that one or more of the transactions in the Agreement are not consummated
as part of the restructuring and reorganizations, the Partnership and the
Limited Partners may, among other things, recognize in 1996 a substantially
greater amount of gain for Federal income tax purposes with no
corresponding distributable proceeds and no amount of gain deferred. The
Partnership and JMB/NYC would likely then proceed to terminate their
affairs.
TRANSACTIONS WITH AFFILIATES
In accordance with the Partnership Agreement, the General Partners are
required to loan back to the Partnership, for distribution to the Limited
Partners, its share of Distributable Cash (as defined) if a distribution
made to all partners in a particular quarter does not result in a
distribution to the Limited Partners which equates to a 7% per annum return
on their adjusted capital investment. Consequently, for the distributions
made to the partners in 1989 and 1990, the General Partners have loaned
$300,000 of Distributable Cash, as defined, (including such amounts
reflected as a management fee to the General Partners) to the Partnership
for distribution to the Limited Partners. Any amounts loaned bear interest
at a rate not to exceed 10% per annum (currently 10% per annum). As of
March 31, 1996, $229,646 represented interest earned on such loans, all of
which was unpaid. These loans and accrued interest are unlikely to be
repaid.
The Corporate General Partner and its affiliates are entitled to
reimbursement for direct expenses and out-of-pocket expenses relating to
the administration of the Partnership and operation of the Partnership's
real property investments. Additionally, the Corporate General Partner and
its affiliates are entitled to reimbursements for portfolio management,
legal and accounting services. Such costs totalled $2,116 for the three
months ended March 31, 1996 and $16,393 for the year ended December 31,
1995, all of which was paid at March 31, 1996. Affiliates were also
entitled to reimbursement for other administrative charges of $8,866 for
the three months ended March 31, 1996, and $7,466 for the year ended
December 31, 1995, all of which was unpaid at March 31, 1996.
The Partnership has an obligation to fund, on demand, $600,000 and
$600,000 to Carlyle Managers, Inc. and Carlyle Investors, Inc.,
respectively, of additional paid-in capital (reflected in amounts due to
affiliates in the accompanying financial statements). As of March 31,
1996, these obligations bore interest at 5.83% per annum and interest
accrued on these obligations was $190,282.
In accordance with an agreement between JMB Realty Corporation ("JMB")
(an affiliate of the Corporate General Partner) and the Partnership, JMB
has guaranteed that the Partnership will receive a certain minimum return
on its working capital (as defined), including amounts previously accrued
under the minimum return guarantee. In March 1995, JMB paid $2,850,000 of
the accrued amount due under this agreement to the Partnership. In
addition, JMB has agreed to remit amounts due under this agreement
(approximately $1,665,000 at March 31, 1996) from time to time, as needed,
to fund the operations of the Partnership. Based on the Partnership's
estimated working capital requirements for the next twelve months,
(including repayment of a temporary bank overdraft), approximately $339,000
of the amounts due from JMB have been classified as current in the
accompanying financial statements at March 31, 1996. The balance of JMB's
obligation, if any, will be paid at the discretion of the Corporate General
Partner, but no later than the time of dissolution and termination of the
Partnership.
SUMMARIZED FINANCIAL INFORMATION - JMB/NYC
Summary income statement information for JMB/NYC and unconsolidated
ventures for the three months ended March 31, 1996 and 1995 is as follows:
1996 1995
---------- ----------
Total income . . . . . . . . . . $30,432,917 33,684,436
=========== ===========
Operating loss . . . . . . . . . $ 9,734,268 15,839,645
=========== ===========
Partnership's share
of loss. . . . . . . . . . . . $ 1,432,339 1,992,031
=========== ===========
ADJUSTMENTS
In the opinion of the Corporate General Partner, all adjustments
(consisting solely of normal recurring adjustments) necessary for a fair
presentation (assuming the Partnership continues as a going concern) have
been made to the accompanying figures as of March 31, 1996 and for the
three months ended March 31, 1996 and 1995.
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Reference is made to the notes to the accompanying financial
statements for additional information concerning the Partnership's
investments. There is substantial doubt about the Partnership's ability to
continue as a going concern.
It is unlikely that the Partnership will be able to distribute any
significant additional amounts to the Limited Partners. It should be
noted, however, that in connection with any sale or other disposition
(including a foreclosure) of the properties (or interests therein), the
Limited Partners would be allocated substantial net gain for Federal income
tax purposes.
RESULTS OF OPERATIONS
The results of operations for the period ended March 31, 1996 are
primarily attributable to the operations of the real property investments
owned by the Partnership through JMB/NYC and interest earned on the
Partnership's working capital.
The bank overdrafts at March 31, 1996 and December 31, 1995 are
attributable to the Partnership's temporary bank overdraft of approximately
$155,000 resulting from the timing of fundings received from JMB relating
to its agreement to guarantee a minimum return on the Partnership's working
capital.
The decrease in interest income for the three months ended March 31,
1996 as compared to the three months ended March 31, 1995 and the decrease
in management fees paid to general partners for the three months ended
March 31, 1996 as compared to the three months ended March 31, 1995 is due
to the amounts invested in U.S. Government securities during 1995 as
compared to 1996 resulting from the Partnership's distribution to partners
of $15,625,000 and the related payment of management fees to the General
Partners of $1,041,667 in February 1995.
The decrease in the Partnership's share of loss from operations of
unconsolidated venture for the three months ended March 31, 1996 as
compared to the three months ended March 31, 1995 is primarily due to the
lower interest expense related to the discharge of principal and accrued
interest on the 2 Broadway Purchase Notes of $62,529,627 as a result of the
sale of 2 Broadway in September 1995.
PART II. OTHER INFORMATION
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
The first mortgage lender has asserted various defaults under the loan
secured by the Joint Ventures' properties, including defaults in providing
certain reports and certifications and the failure to pay real estate taxes
for the 2 Broadway Building. The Olympia & York affiliates, on behalf of
the Joint Ventures, continue to negotiate with representatives of the
lender (consisting of a steering committee of holders of notes evidencing
the mortgage loan) to restructure the existing mortgage loan. However, a
restructuring of the existing mortgage loan now appears likely to depend
upon the restructuring of the ownership interests of various affiliates of
O&Y in a number of office buildings. Reference is made to Part I.
Financial Information, Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations in the Partnership's Annual
Report for 1995 for further information regarding the first mortgage loan
and its possible restructuring.
<TABLE>
PART II. OTHER INFORMATION
ITEM 5. OTHER INFORMATION
OCCUPANCY
The following is a listing of approximate occupancy levels by quarter for the Partnership's investment
properties owned during 1996:
<CAPTION>
1995 1996
------------------------------------- ------------------------------
At At At At At At At At
3/31 6/30 9/30 12/31 3/31 6/30 9/30 12/31
---- ---- ---- ----- ---- ---- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1. 237 Park Avenue Building
New York, New York. . . . 98% 98% 98% 98% 98%
2. 1290 Avenue of the
Americas Building
New York, New York. . . . 94% 94% 94% 78% 78%
- ----------------
<FN>
</TABLE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
3. Amended and Restated Agreement of Limited
Partnership is hereby incorporated herein by reference to Exhibit 3 to the
Partnership's Report for December 31, 1992 on Form 10-K (File No. 0-14547)
dated March 30, 1993.
4-A.* Long-term debt contract relating to the mortgage
note secured by the 237 Park Avenue Building in New York, New York.
4-B.* Long-term debt contract relating to the mortgage
note secured by the 1290 Avenue of the Americas Building in New York, New
York.
4-C.* Long-term debt contract relating to the mortgage
note secured by the 2 Broadway Building in New York, New York.
10-A.* Agreement relating to the purchase by the
Partnership of an interest in the 237 Park Avenue Building in New York, New
York.
10-B.* Agreement relating to the purchase by the
Partnership of an interest in the 1290 Avenue of the Americas Building in
New York, New York.
10-C.* Agreement relating to the purchase by the
Partnership of an interest in the 2 Broadway Building in New York, New
York.
10-D.* Pledge, Junior Pledge and Security agreements dated
July 1, 1985 between JMB/Manhattan Associates and JMB Realty Corporation
and Chemical Bank relating to guarantees of Limited Partnership
contributions by the Limited Partners.
10-E.* Agreement dated August 14, 1984 relating to the
management of the 2 Broadway Building in New York, New York.
10-F.* Agreement dated July 27, 1984 relating to the
management of the 1290 Avenue of the Americas Building in New York, New
York.
10-G.* Agreement dated August 14, 1984 relating to the
management of the 237 Park Avenue Building in New York, New York.
10-H.* Amended and Restated Agreement of General
Partnership of JMB/NYC Office Building Associates dated July 18, 1984.
10-I.* Interest Rate Guaranty Agreement dated July 1, 1984
between JMB Realty Corporation and JMB/Manhattan Associates, Ltd. dated
April 30, 1984.
10-J.* Loan Agreement between JMB/Manhattan Associates,
JMB/Manhattan Investors, Inc., BPA Associates and APB Associates relating
to the loan back of cash distributions of the Partnership.
10-K.* Consent Agreement dated April 30, 1985 between
JMB/NYC Office Building Associates, O&Y Equity Corporation, Olympic and
York, 2 Broadway Limited Partnership and Fame Associates relating to the
rights of mortgage loan participation.
10-L.* Mortgage Spreader and Consolidation Agreement and
Trust Indenture dated March 20, 1984 between O&Y Equity Corporation and
affiliates and Manufacturer's Hanover Trust Company relating to the
$970,000,000 first mortgage loan on the 2 Broadway, 1290 Avenue of the
Americas and 237 Park Avenue Buildings.
10-M.* First Amendment to and First Amended and Restated
Agreement of General Partnership of 1290 Associates dated April 15, 1985.
10-N.* $9,758,363 12.75% promissory note, due March 20,
1999 between JMB/NYC Office Building Associates and Olympia and York
Holdings Corporation relating to the 1290 Avenue of Americas Building.
10-O.* First Amendment to and Agreement of General
Partnership of 237 Park Avenue Associates dated April 15, 1985.
10-P.* $4,514,229 12.75% promissory note, due March 20,
1999 between JMB/NYC Office Building and Olympia and York Holdings
Corporation relating to the 237 Park Avenue Building.
10-Q.* First Amendment to and First Amended and Restated
Agreement of General Partnership of 2 Broadway Land Company.
10-R.* $19,014,777 12.75% promissory note, due March 20,
1999 between JMB/NYC Office Building Associates and Olympia and York
Holdings Corporation relating to the 2 Broadway Building.
10-S.* First Amendment to and First Amended and Restated
Agreement of General Partnership of 2 Broadway Associates.
10-T.* $871,556 12.75% promissory note, due March 20, 1999
between JMB/NYC Office Building and Olympia and York Broadway Limited
relating to the 2 Broadway Building.
10-U. Agreement dated March 25, 1993 between JMB/NYC and
the Olympia & York affiliates regarding JMB/NYC's deficit funding
obligations from January 1, 1992 through June 30, 1993 is hereby
incorporated by reference to the Partnership's report for December 31, 1992
on Form 10-K (File No. 0-14547) filed March 30, 1993.
10-V. Agreement of Limited Partnership of Property
Partners, L.P. is hereby incorporated by reference to the Partnership's
report on Form 10-Q (File No. 0-14547) filed May 14, 1993.
10-W. Second Amended and Restated Articles of Partnership
of JMB/NYC Office Building Associates is hereby incorporated by reference
to the Partnership's report on Form 10-K (File No. 0-14547) filed March 28,
1994.
10-W. Second Amended and Restated Articles of Partnership
of JMB/NYC Office Building Associates is incorporated by reference to the
Partnership's report for December 31, 1993 on Form 10-K (File No. 0-14547)
filed March 28, 1994.
10-X. Amended and Restated Certificate of Incorporation of
Carlyle-XIV Managers, Inc., (known as Carlyle Managers, Inc.) is
incorporated by reference to the Partnership's report for December 31, 1993
on Form 10-K (File No. 0-14547) filed March 28, 1994.
10-Y. Amended and Restated Certificate of Incorporation of
Carlyle-XIII Managers, Inc., (known as Carlyle Investors, Inc.) is
incorporated by reference to the Partnership's report for December 31, 1993
on Form 10-K (File No. 0-14547) filed March 28, 1994.
10-Z. $600,000 demand note between JMB/Manhattan
Associates, L.P. and Carlyle Managers, Inc. is incorporated by reference to
the Partnership's report for December 31, 1993 on Form 10-K (File No. 0-
14547) filed March 28, 1994.
10-AA. $600,000 demand note between JMB/Manhattan
Associates, L.P. and Carlyle Investors, Inc. is incorporated by reference
to the Partnership's report for December 31, 1993 on Form 10-K (File No. 0-
14547) filed March 28, 1994.
10-BB. Proposed Restructure of Two Broadway, 1290 Avenue of
the Americas and 237 Park Avenue, New York, New York and Summary of Terms
dated October 14, 1994, is hereby incorporated by reference to the
Partnership's Report for December 31, 1994 on Form 10-K (File No. 0-14547)
dated March 27, 1995.
10-CC. Assumption Agreements dated October 14, 1994 made by
237 Park Avenue Associates and by 1290 Associates in favor and for the
benefit of O&Y Equity Company, L.P., O&Y NY Building Corp. and JMB/NYC
Office Building Associates, L.P., is hereby incorporated by reference to
the Partnership's Report for December 31, 1994 on Form 10-K (File No. 0-
14547) dated March 27, 1995.
10-DD. Assumption Agreements dated October 14, 1994 made by
O&Y Equity Company, L.P., and by O&Y NY Building Corp. and by JMB/NYC
Office Building Associates, L.P. in favor and for the benefit of 2 Broadway
Associates and 2 Broadway Land Company, is hereby incorporated by reference
to the Partnership's Report for December 31, 1994 on Form 10-K (File No. 0-
14547) dated March 27, 1995.
10-EE. 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., Carlyle-XIII
Associates, L.P., Carlyle-XIV associates, L.P. and Property Partners, L.P.,
as the limited partners, is hereby incorporated herein by reference to the
Partnership's Report for March 31, 1995 on Form 10-Q (File No. 0-14547)
dated May 11, 1995.
10-FF. Amendment No.1 to the Agreement of Limited
Partnership of Property Partners, L.P. dated January 1, 1994 by and between
Carlyle Investors, Inc. a Delaware corporation as general partner, and
JMB/Manhattan Associates, Ltd., a Delaware limited partnership, as limited
partner, is hereby incorporated herein by reference to the Partnership's
Report for March 31, 1995 on Form 10-Q (File No. 0-14547) dated May 11,
1995.
10-GG. Amended, Restated and Consolidated Promissory Note
between JMB/NYC Office Building Associates, L.P. and Olympia & York
Massachusetts Financial Company dated May 31, 1995, is hereby incorporated
herein by reference to the Partnership's Report for December 31, 1995 on
Form 10-K (File No. 0-14547) dated March 25, 1996.
10-HH. Amended, Restated and Consolidated Security
Agreement between JMB/NYC Office Building Associates, L.P. and Olympia &
York Massachusetts Financial Company dated May 31, 1995, is hereby
incorporated herein by reference to the Partnership's Report for December
31, 1995 on Form 10-K (File No. 0-14547) dated March 25, 1996.
10-II. Agreement of Sale between 2 Broadway Associates,
L.P. and 2 Broadway Acquisition Corp. dated August 10, 1995, is hereby
incorporated herein by reference to the Partnership's Report for December
31, 1995 on Form 10-K (File No. 0-14547) dated March 25, 1996.
10-JJ. 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 herein by reference to the
Partnership's Report for December 31, 1995 on Form 10-K (File No. 0-14547)
dated March 25, 1996.
10-KK. 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
herein by reference to the Partnership's Report for December 31, 1995 on
Form 10-K (File No. 0-14547) dated March 25, 1996.
27. Financial Data Schedule
* Previously filed as Exhibits to the Partnership's
Registration Statement on Form 10 (as amended) of the Securities Exchange
Act of 1934 (File No. 2-88687) filed April 29, 1986 and hereby incorporated
by reference to the Partnership's report for December 31, 1992 on Form 10-K
filed March 30, 1993.
(b) Reports on Form 8-K
None
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.
JMB/MANHATTAN ASSOCIATES, LTD.
BY: JMB/Manhattan Investors, Inc.
Corporate General Partner
By: GAILEN J. HULL
Gailen J. Hull, Vice President
Date: May 10, 1996
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following person in the capacity
and on the date indicated.
GAILEN J. HULL
Gailen J. Hull, Principal Accounting Officer
Date: May 10, 1996
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
REGISTRANT'S FORM 10-Q FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
INCLUDED IN SUCH REPORT.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1996
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 339,386
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 339,386
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,665,208
<CURRENT-LIABILITIES> 2,081,769
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> (79,182,731)
<TOTAL-LIABILITY-AND-EQUITY> 1,665,208
<SALES> 0
<TOTAL-REVENUES> 41,672
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 79,889
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 12,918
<INCOME-PRETAX> (51,135)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,483,474)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,483,474)
<EPS-PRIMARY> (1,424)
<EPS-DILUTED> (1,424)
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