SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarter ended September 30, 1997 Commission file #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 [ ]
<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. . . . . . . . 10
PART II OTHER INFORMATION
Item 5. Other Information. . . . . . . . . . . . . . . . . 11
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . 12
<PAGE>
<TABLE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
JMB/MANHATTAN ASSOCIATES, LTD.
(A LIMITED PARTNERSHIP)
BALANCE SHEETS
SEPTEMBER 30, 1997 AND DECEMBER 31, 1996
(UNAUDITED)
ASSETS
------
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1997 1996
------------ -----------
<S> <C> <C>
Current assets:
Cash. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 14,605 1,679
---------- ---------
$ 14,605 1,679
========== =========
<PAGE>
JMB/MANHATTAN ASSOCIATES, LTD.
(A LIMITED PARTNERSHIP)
BALANCE SHEETS - CONTINUED
LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
-----------------------------------------------------
SEPTEMBER 30, DECEMBER 31,
1997 1996
------------ -----------
Current liabilities:
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . $ 5,984 1,274
Amounts due to affiliates . . . . . . . . . . . . . . . . . . . . . . 1,272,760 1,205,330
----------- -----------
Total current liabilities . . . . . . . . . . . . . . . . . . 1,278,744 1,206,604
Note payable to an affiliate - long-term. . . . . . . . . . . . . . . 752,661 536,685
----------- -----------
Total liabilities . . . . . . . . . . . . . . . . . . . . . . 2,031,405 1,743,289
Investment in unconsolidated venture. . . . . . . . . . . . . . . . . . 3,764,150 3,864,838
Commitments and contingencies
Partners' capital accounts (deficits):
General partners:
Capital contributions . . . . . . . . . . . . . . . . . . . . . . 1,500 1,500
Cumulative net earnings (losses). . . . . . . . . . . . . . . . . (1,368,085) (1,361,105)
Cumulative cash distributions . . . . . . . . . . . . . . . . . . (737,500) (737,500)
------------ -----------
(2,104,085) (2,097,105)
------------ -----------
Limited partners (1,000 Interests):
Capital contributions, net of offering costs. . . . . . . . . . . 57,042,489 57,042,489
Cumulative net earnings (losses). . . . . . . . . . . . . . . . . (42,719,354) (42,551,832)
Cumulative cash distributions . . . . . . . . . . . . . . . . . . (18,000,000) (18,000,000)
------------ -----------
(3,676,865) (3,509,343)
------------ -----------
Total partners' capital accounts (deficits) . . . . . . . . . (5,780,950) (5,606,448)
------------ -----------
$ 14,605 1,679
============ ===========
<FN>
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
JMB/MANHATTAN ASSOCIATES, LTD.
(A LIMITED PARTNERSHIP)
STATEMENTS OF OPERATIONS
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
(UNAUDITED)
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
-------------------------- --------------------------
1997 1996 1997 1996
----------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
Income:
Interest. . . . . . . . . . . . . . . . . . . . $ -- 35,980 -- 117,682
----------- ---------- ---------- ----------
Expenses:
Interest. . . . . . . . . . . . . . . . . . . . 31,644 30,564 95,006 93,079
Professional services . . . . . . . . . . . . . -- 15,000 126,139 86,822
General and administrative. . . . . . . . . . . 15,580 19,310 54,046 71,434
----------- ---------- ---------- ----------
47,224 64,874 275,191 251,335
----------- ---------- ---------- ----------
Operating earnings (loss) . . . . . . . . (47,224) (28,894) (275,191) (133,653)
Partnership's share of the reduction of
the maximum unfunded obligation . . . . . . . . 33,563 -- 100,689 --
Partnership's share of operations of
unconsolidated venture. . . . . . . . . . . . . -- 639,175 -- (2,548,135)
----------- ---------- ---------- ----------
Net earnings (loss) . . . . . . . . . . . $ (13,661) 610,281 (174,502) (2,681,788)
=========== ========== ========== ==========
Net earnings (loss) per
limited partnership
interest. . . . . . . . . . . . . . . . $ (13) 586 (168) (2,575)
=========== ========== ========== ==========
Cash distribution per
per limited partnership
interest. . . . . . . . . . . . . . . . $ -- -- -- --
=========== ========== ========== ==========
<FN>
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
JMB/MANHATTAN ASSOCIATES, LTD.
(A LIMITED PARTNERSHIP)
STATEMENTS OF CHANGES IN CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
(UNAUDITED)
<CAPTION>
1997 1996
------------ -----------
<S> <C> <C>
Cash flows from operating activities:
Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (174,502) (2,681,788)
Items not requiring (providing) cash or cash equivalents:
Partnership's share of the reduction of the maximum
unfunded obligation . . . . . . . . . . . . . . . . . . . . . . . . . (100,689) --
Partnership's share of operations of unconsolidated venture . . . . . . -- 2,548,135
Changes in:
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,711 (8,651)
Amounts due to affiliates - accrued interest. . . . . . . . . . . . . . 67,430 98,744
Note payable to an affiliate - accrued interest . . . . . . . . . . . . 25,976 --
------------ -----------
Net cash provided by (used in) operating activities . . . . . . . (177,074) (43,560)
Cash flows from investing activities:
Partnership's contribution to unconsolidated venture. . . . . . . . . . . -- (7,425)
------------ -----------
Net cash provided by (used in) investing activities . . . . . . . -- (7,425)
------------ -----------
Cash flows from financing activities:
Bank overdraft. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -- (155,322)
Amounts received from affiliates (net). . . . . . . . . . . . . . . . . . 190,000 208,318
------------ -----------
Net cash provided by (used in) financing activities . . . . . . . 190,000 52,996
------------ -----------
Net increase (decrease) in cash . . . . . . . . . . . . . . . . . 12,926 2,011
Cash, beginning of year . . . . . . . . . . . . . . . . . . . . . 1,679 --
------------ -----------
Cash, end of period . . . . . . . . . . . . . . . . . . . . . . . $ 14,605 2,011
============ ===========
Supplemental disclosure of cash flow information:
Cash paid for mortgage and other interest . . . . . . . . . . . . . . . . $ 1,600 --
============ ===========
Non-cash investing and financing activities . . . . . . . . . . . . . . . $ -- --
============ ===========
<FN>
See accompanying notes to financial statements.
</TABLE>
<PAGE>
JMB/MANHATTAN ASSOCIATES, LTD.
(A LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1997 AND 1996
(UNAUDITED)
GENERAL
Readers of this quarterly report should refer to the Partnership's
audited financial statements for the year ended December 31, 1996, which
are included in the Partnership's 1996 Annual Report on Form 10-K (File No.
0-14547) dated March 21, 1997, as certain footnote disclosures which would
substantially duplicate those contained in such audited financial
statements have been omitted from this report. Capitalized terms used but
not defined in this quarterly report have the same meanings as in the
Partnership's 1996 Annual Report on Form 10-K.
The preparation of financial statements in accordance with GAAP
requires the Partnership to make estimates and assumptions that affect the
reported or disclosed amount of assets and liabilities 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.
During the second quarter of 1997, Statements of Financial Accounting
Standards No. 128 ("Earnings per Share") and No. 129 ("Disclosure of
Information about Capital Structure") were issued. As the Partnership's
capital structure only has general and limited partnership interests, the
Partnership does not expect any significant impact on its financial
statements upon adoption of these standards when required at the end of
1997.
JMB/NYC
As a result of the 1996 restructuring, JMB/NYC has an indirect limited
partnership interest which, before taking into account significant
preferences to other partners, equals approximately 4.9% of the reorganized
and restructured ventures owning 237 Park and 1290 Avenue of the Americas
(the "Properties"). This ownership structure gives control of the
Properties to a real estate investment trust ("REIT"). JMB/NYC has, under
certain limited circumstances, through January 1, 2001 rights of consent
regarding sale of the Properties or the consummation of certain other
transactions that significantly reduce indebtedness of the Properties.
The Affiliated Partners entered into a joint and several obligation to
indemnify, through a date no later than January 2, 2001, the REIT to the
extent of $25 million to ensure their compliance with the terms and
conditions relating to JMB/NYC's indirect limited partnership interest in
the restructured and reorganized joint ventures that own the Properties.
The Affiliated Partners contributed approximately $7.8 million (of which
the Partnership's share was approximately $1.9 million) to JMB/NYC which
was deposited into an escrow account as collateral for such
indemnification. These funds have been invested in stripped U.S.
Government obligations with a maturity date of February 15, 2001. The
provisions of the indemnification agreement generally prohibit the
Affiliated Partners from taking actions that could have an adverse effect
on the operations of the REIT. Compliance, therefore, is within the
control of the Affiliated Partners and non-compliance with such provisions
by either the Partnership or the other Affiliated Partners is highly
unlikely. Therefore, the Partnership expects its share of the collateral
to be returned at the termination of the indemnification agreement
including interest earned on the government obligations. Until the
Partnership receives its share of the collateral, the Partnership's sole
source of capital to fund operating expenses is a $2 million long-term
promissory note ($752,661 outstanding at September 30, 1997) from JMB as
described below.
<PAGE>
It is unlikely that any significant distributions will be received
from JMB/NYC at any time due to the level of indebtedness remaining on the
Properties, the original purchase money notes payable by JMB/NYC and the
significant preference levels within the reorganized structure. Upon
return of the collateral at the completion of the indemnification period
and after repayment of the outstanding balance of the JMB promissory note,
including accrued and unpaid interest, and establishment of an appropriate
working capital reserve, the remainder, if any, would be distributable to
Holders of Interests.
TRANSACTIONS WITH AFFILIATES
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 $5,985 for the nine
months ended September 30, 1997 and $3,146 for the year ended December 31,
1996, all of which was paid at September 30, 1997.
As discussed in more detail below, amounts due to affiliates consists
of loans payable to the general partners for their share of prior years'
distributions and the Partnership's obligation to fund contributions of
additional paid in capital to Carlyle Managers, Inc. and Carlyle Investors,
Inc. The Partnership's obligations to affiliates of $1,272,760 and
$1,205,330 as of September 30, 1997 and December 31, 1996 includes accrued
interest payable of $572,760 and $505,330, respectively.
In accordance with the Partnership Agreement, the General Partners are
required to loan back to the Partnership, for distribution to the Holders
of Interests, 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 Holders of Interests 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 Holders of Interests. Any amounts
loaned bear interest at a rate not to exceed 10% per annum (currently 10%
per annum). These loans, including unpaid interest of $311,031 as of
September 30, 1997, are unlikely to be repaid since repayment is
subordinate to the Holders of Interests receiving an amount equal to their
contributed capital plus any deficiency in a stipulated return thereon.
The Partnership's obligation to fund contributions of additional paid-
in capital, on demand to Carlyle Managers, Inc. and Carlyle Investors, Inc.
was reduced from an aggregate obligation of $1,200,000 to $400,000 during
1996. Interest expense accrues at the applicable Federal rate (currently
5.75% per annum) and is compounded semi-annually. As of September 30,
1997, the unpaid cumulative interest accrued on these obligations was
$261,729 after the Partnership made payments of $1,600 during 1997.
As of September 30, 1997, JMB has loaned the Partnership $719,835
pursuant to the terms of a promissory note due June 30, 1999, with a
maximum principal sum of $2 million. The note accrues interest at the
applicable Federal rate, which ranged between 5.55% and 6.14% per annum
during the first nine months of 1997. Accrued and unpaid interest is
compounded semi-annually and added to the balance of the note. The loan,
including accrued interest of $32,826 and $6,850 as of September 30, 1997
and December 31, 1996 is classified as Note payable to an affiliate - long-
term.
<PAGE>
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. During 1996, JMB funded its remaining obligation under the
working capital minimum guarantee of approximately $1,800,000 which was
used to fund 1996 operating costs and to fund the Partnership's share of
the collateral required pursuant to the terms of the restructuring of the
Partnership's indirect ownership interests in the Properties.
SUMMARIZED FINANCIAL INFORMATION - JMB/NYC
Summary income statement information for JMB/NYC for the nine months
ended September 30, 1997 and 1996 is as follows:
1997 1996
----------- ----------
Total income . . . . . . . . . . $ 402,756 --
=========== ==========
Operating loss . . . . . . . . . $ 8,711,302 10,326,162
=========== ==========
Partnership's share of
operations at uncon-
solidated venture
(recognized) . . . . . . . . . $ -- (2,548,135)
=========== ==========
Partnership's share of the
reduction of the maximum
unfunded obligation. . . . . . $ 100,689 --
=========== ==========
During 1996, JMB/NYC adjusted its deficit in the unconsolidated
ventures owning the Properties to the extent of the maximum obligation of
$25 million pursuant to the terms of the Indemnification Agreement and
adopted the cost method of accounting for its indirect investment in the
unconsolidated ventures owning the Properties.
The JMB/NYC operating loss of $8,711,302 for the period ending
September 30, 1997 includes accrued interest expense on the JMB/NYC
purchase notes of $9,112,349. As of the restructuring date, October 10,
1996, the Partnership does not recognize its share of the operating loss
attributable to the JMB/NYC purchase notes, since repayment of the
outstanding balance of the notes (including accrued interest) is dependent
on cash flow and sale proceeds from the Properties.
The Partnership's share of the reduction of the maximum unfunded
obligation recognized as income for the period ending September 30, 1997,
is a result of interest income earned on amounts contributed by the
Partnership and held in escrow by JMB/NYC. Such income reduces the
Partnership's proportionate share of its unfunded maximum obligation under
the Indemnification Agreement.
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 September 30, 1997 and for the
three and nine months ended September 30, 1997 and 1996.
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Reference is made to the notes to the accompanying financial
statements for additional information concerning the Partnership's
investments.
The Partnership's sole source of capital to fund continuing operations
is loans from JMB, pursuant to a promissory note with a maximum principal
sum of $2 million and a scheduled maturity of June 30, 1999. The note,
including accrued interest, has an outstanding balance of $752,661 at
September 30, 1997. The Partnership's ability to fund operations and
continue as a going concern is dependent upon additional advances pursuant
to the promissory note.
It is unlikely that the Partnership will be able to distribute any
significant additional amounts to the Holders of Interests. It should be
noted, however, that in connection with any sale or other disposition
(including a foreclosure) of the Properties (or JMB/NYC's interests
therein), the Holders of Interests would be allocated substantial net gain
for Federal income tax purposes even though the Partnership would not be
able to return any significant additional amounts of distributions.
RESULTS OF OPERATIONS
The decrease in interest income for the three and nine months ended
September 30, 1997 as compared to the three and nine months ended September
30, 1996 is due to JMB funding its remaining obligation pursuant to a
guarantee of a minimum return on the Partnership's working capital during
1996. Such guarantee (including interest earned) was fully funded in order
to secure compliance by the Affiliated Partners with the terms of the
restructuring of the Joint Ventures during 1996 as further described in the
notes.
The increase in professional fees for the nine months ended September
30, 1997 as compared to the nine months ended September 30, 1996 is due to
the timing of recognition of audit fees and increased fees for professional
services related to the restructuring of the Partnership's interests in the
Joint Ventures.
As a result of the 1996 restructuring, JMB/NYC adopted the cost method
of accounting for its indirect investment in the unconsolidated ventures
owning the Properties. Accordingly, JMB/NYC suspended loss recognition
relative to its real estate investments and reversed those previously
recognized losses that it is no longer potentially obligated to fund. As
of the restructuring date, October 10, 1996, the Partnership does not
recognize its share of the JMB/NYC operating loss attributable to the
JMB/NYC purchase notes since repayment of the outstanding balance of the
notes (including accrued interest) is dependent on cash flow and sale
proceeds from the Properties.
The Partnership's share of the reduction of the maximum unfunded
obligation recognized as income for the period ending September 30, 1997 is
a result of interest income earned on amounts contributed by the
Partnership and held in escrow by JMB/NYC. Such income reduces the
Partnership's proportionate share of its unfunded maximum obligation under
the Indemnification Agreement. Reference is made to Summarized Financial
Information - JMB/NYC in the Notes to the Financial Statements for
additional information.
Prior to the restructuring date, the Partnership recorded its
investment in the unconsolidated ventures owning the real estate
investments on the equity method of accounting. The Partnership's share of
income from operations of unconsolidated venture for the three months
ending September 30, 1996 is primarily due to the recognition into income
of approximately $15,600,000 in lease termination fees paid by a tenant at
1290 Avenue of the Americas during the third quarter of 1996.
<PAGE>
<TABLE>
PART II. OTHER INFORMATION
ITEM 5. OTHER INFORMATION
OCCUPANCY
The following is a listing of approximate occupancy levels by quarter for the Partnership's investment
properties owned during 1997:
<CAPTION>
1996 1997
------------------------------------- ------------------------------
At At At At At At At At
3/31 6/30 9/30 12/31 3/31 6/30 9/30 12/31
---- ---- ---- ----- ---- ---- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1. 237 Park Avenue Building
New York, New York. . . . 98% 98% 98% * * * *
2. 1290 Avenue of the
Americas Building
New York, New York. . . . 78% 71% 81% * * * *
- ----------------
<FN>
An "*" indicates that the joint venture which owns the property was restructured. 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. 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.
10-A.* Interest Rate Guaranty Agreement dated July 1, 1984
between JMB Realty Corporation and JMB/Manhattan Associates, Ltd. dated
April 30, 1984.
10-B.* 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-C.* 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-D.* $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 the Americas Building
10-E.* $4,514,229 12.75% promissory note, due March 20,
1999 between JMB/NYC Office Building Associates and Olympia and York
Holdings Corporation relating to the 237 Park Avenue Building.
10-F. Agreement of Limited Partnership of Property
Partners, L.P. is hereby incorporated by reference to the Partnership's
Report for March 31, 1993 on Form 10-Q (File No. 0-14547) dated May 14,
1993.
10-G. Second Amended and Restated Articles of Partnership
of JMB/NYC Office Building Associates is hereby incorporated by reference
to the Partnership's Report for December 31, 1993 on Form 10-K (File No. 0-
14547) dated March 28, 1994.
10-H. Amended and Restated Certificate of Incorporation of
Carlyle-XIV Managers, Inc. (known as Carlyle Managers, Inc.) is hereby
incorporated by reference to the Partnership's Report for December 31, 1993
on Form 10-K (File No. 0-14547) dated March 28, 1994.
10-I. Amended and Restated Certificate of Incorporation of
Carlyle-XIII Managers, Inc. (known as Carlyle Investors, Inc.) is hereby
incorporated by reference to the Partnership's Report for December 31, 1993
on Form 10-K (File No. 0-14547) dated March 28, 1994.
10-J. $600,000 demand note between JMB/Manhattan
Associates, L.P. and Carlyle Managers, Inc., is hereby incorporated by
reference to the Partnership's Report for December 31, 1993 on Form 10-K
(File No. 0-14547) dated March 28, 1994.
10-K. $600,000 demand note between JMB/Manhattan
Associates, L.P. and Carlyle Investors, Inc., is hereby incorporated by
reference to the Partnership's Report for December 31, 1993 on Form 10-K
(File No. 0-14547) dated March 28, 1994.
<PAGE>
10-L. 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-M. 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-N. 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-O. 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-P. 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-Q. 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.
10-R. Disclosure Statement for the Second Amended Joint
Plan of Reorganization of 237 Park Avenue Associates, L.L.C. and 1290
Associates, L.L.C. dated August 9, 1996 is hereby incorporated herein by
reference to the Partnership's Report for September 30, 1996 on Form 10-Q
(File No. 0-14547) dated November 8, 1996.
<PAGE>
10-S. Consent of Director of Carlyle-XIV Managers, Inc.
(known as Carlyle Managers, Inc.) dated October 31, 1996 is hereby
incorporated herein by reference to the Partnership's Report for December
31, 1996 on Form 10-K (File No. 0-14547) dated March 21, 1997.
10-T. Consent of Director of Carlyle-XIII Managers, Inc.
(known as Carlyle Investors, Inc.) dated October 31, 1996 is hereby
incorporated herein by reference to the Partnership's Report for December
31, 1996 on Form 10-K (File No. 0-14547) dated March 21, 1997.
10-U. Allonge to demand note between JMB/Manhattan
Associates, L.P. and Carlyle Managers, Inc. dated October 31, 1996 is
hereby incorporated herein by reference to the Partnership's Report for
December 31, 1996 on Form 10-K (File No. 0-14547) dated March 21, 1997.
10-V. Allonge to demand note between JMB/Manhattan
Associates, L.P. and Carlyle Investors, Inc., dated October 31, 1996 is
hereby incorporated herein by reference to the Partnership's Report for
December 31, 1996 on Form 10-K (File No. 0-14547) dated March 21, 1997.
10-W. $2,000,000 promissory note between JMB/Manhattan
Associates, Ltd. and JMB Realty Corporation dated October 7, 1996 is hereby
incorporated herein by reference to the Partnership's Report for December
31, 1996 on Form 10-K (File No. 0-14547) dated March 21, 1997.
10-X. Indemnification agreement between Property Partners,
L.P., Carlyle-XIII Associates, L.P., and Carlyle-XIV Associates, L.P. to
Metropolis Realty Trust, Inc. dated as of October 10, 1996 is hereby
incorporated herein by reference to the Partnership's Report for December
31, 1996 on Form 10-K (File No. 0-14547) dated March 21, 1997.
10-Y. Agreement of Limited Partnership of 237/1290 Lower
Tier Associates, L.P. dated as of October 10, 1996 is hereby incorporated
herein by reference to the Partnership's Report for December 31, 1996 on
Form 10-K (File No. 0-14547) dated March 21, 1997.
10-Z. Amended and Restated Limited Partnership Agreement
of 237/1290 Upper Tier Associates, L.P. dated as of October 10, 1996 is
hereby incorporated herein by reference to the Partnership's Report for
December 31, 1996 on Form 10-K (File No. 0-14547) dated March 21, 1997.
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) No reports on Form 8-K have been filed during the last quarter
of the period covered by this report.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
JMB/MANHATTAN ASSOCIATES, LTD.
BY: JMB/Manhattan Investors, Inc.
Corporate General Partner
By: GAILEN J. HULL
Gailen J. Hull, Vice President
Date: November 12, 1997
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following person in the capacity
and on the date indicated.
GAILEN J. HULL
Gailen J. Hull, Principal Accounting Officer
Date: November 12, 1997
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
REGISTRANT'S FORM 10-Q FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
INCLUDED IN SUCH REPORT.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1997
<CASH> 14,605
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 14,605
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 14,605
<CURRENT-LIABILITIES> 1,278,744
<BONDS> 752,661
<COMMON> 0
0
0
<OTHER-SE> (5,780,950)
<TOTAL-LIABILITY-AND-EQUITY> 14,605
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 180,185
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 95,006
<INCOME-PRETAX> (275,191)
<INCOME-TAX> 0
<INCOME-CONTINUING> (174,502)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (174,502)
<EPS-PRIMARY> (168)
<EPS-DILUTED> (168)
</TABLE>
