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 June 30, 1998 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 6. Exhibits and Reports on Form 8-K . . . . . . . . . 11
<PAGE>
<TABLE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
JMB/MANHATTAN ASSOCIATES, LTD.
(A LIMITED PARTNERSHIP)
BALANCE SHEETS
JUNE 30, 1998 AND DECEMBER 31, 1997
(UNAUDITED)
ASSETS
------
<CAPTION>
JUNE 30, DECEMBER 31,
1998 1997
------------ -----------
<S> <C> <C>
Current assets:
Cash. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 7,616 971
---------- ---------
$ 7,616 971
========== =========
<PAGE>
JMB/MANHATTAN ASSOCIATES, LTD.
(A LIMITED PARTNERSHIP)
BALANCE SHEETS - CONTINUED
LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
-----------------------------------------------------
JUNE 30, DECEMBER 31,
1998 1997
------------ -----------
Current liabilities:
Note payable to an affiliate - current portion. . . . . . . . . . . . $ 903,310 --
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . 11,300 4,360
Amounts due to affiliates . . . . . . . . . . . . . . . . . . . . . . 1,351,484 1,303,866
----------- -----------
Total current liabilities . . . . . . . . . . . . . . . . . . 2,266,094 1,308,226
Note payable to an affiliate - long-term. . . . . . . . . . . . . . . -- 775,499
Partnership's share of the maximum unfunded obligation
under the indemnification agreement . . . . . . . . . . . . . . . . . 4,064,257 4,131,383
----------- -----------
Total liabilities . . . . . . . . . . . . . . . . . . . . . . 6,330,351 6,215,108
Commitments and contingencies
Partners' capital accounts (deficits):
General partners:
Capital contributions . . . . . . . . . . . . . . . . . . . . . . 1,500 1,500
Cumulative net earnings (losses). . . . . . . . . . . . . . . . . (1,389,757) (1,385,413)
Cumulative cash distributions . . . . . . . . . . . . . . . . . . (737,500) (737,500)
------------ -----------
(2,125,757) (2,121,413)
------------ -----------
Limited partners (1,000 Interests):
Capital contributions, net of offering costs. . . . . . . . . . . 57,042,489 57,042,489
Cumulative net earnings (losses). . . . . . . . . . . . . . . . . (43,239,467) (43,135,213)
Cumulative cash distributions . . . . . . . . . . . . . . . . . . (18,000,000) (18,000,000)
------------ -----------
(4,196,978) (4,092,724)
------------ -----------
Total partners' capital accounts (deficits) . . . . . . . . . (6,322,735) (6,214,137)
------------ -----------
$ 7,616 971
============ ===========
<FN>
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
JMB/MANHATTAN ASSOCIATES, LTD.
(A LIMITED PARTNERSHIP)
STATEMENTS OF OPERATIONS
THREE AND SIX MONTHS ENDED JUNE 30, 1998 AND 1997
(UNAUDITED)
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30 JUNE 30
-------------------------- --------------------------
1998 1997 1998 1997
----------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
Income. . . . . . . . . . . . . . . . . . . . . . $ -- -- -- --
----------- ---------- ---------- ----------
Expenses:
Interest. . . . . . . . . . . . . . . . . . . . 36,545 32,562 72,431 63,362
Professional services . . . . . . . . . . . . . 10,500 13,189 60,500 126,139
General and administrative. . . . . . . . . . . 15,261 15,420 42,793 38,466
----------- ---------- ---------- ----------
62,306 61,171 175,724 227,967
----------- ---------- ---------- ----------
(62,306) (61,171) (175,724) (227,967)
Partnership's share of the reduction of
the maximum unfunded obligation . . . . . . . . 33,563 33,563 67,126 67,126
----------- ---------- ---------- ----------
Net earnings (loss) . . . . . . . . . . . $ (28,743) (27,608) (108,598) (160,841)
=========== ========== ========== ==========
Net earnings (loss) per
limited partnership
interest. . . . . . . . . . . . . . . . $ (27) (26) (104) (154)
=========== ========== ========== ==========
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
SIX MONTHS ENDED JUNE 30, 1998 AND 1997
(UNAUDITED)
<CAPTION>
1998 1997
------------ -----------
<S> <C> <C>
Cash flows from operating activities:
Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (108,598) (160,841)
Items not requiring (providing) cash or cash equivalents:
Partnership's share of the reduction of the maximum
unfunded obligation . . . . . . . . . . . . . . . . . . . . . . . . . (67,126) (67,126)
Changes in:
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,940 2,189
Amounts due to affiliates . . . . . . . . . . . . . . . . . . . . . . . 70,429 63,361
------------ -----------
Net cash provided by (used in) operating activities . . . . . . . (98,355) (162,417)
Cash flows from investing activities:
Partnership's contribution to unconsolidated venture. . . . . . . . . . . -- (600)
------------ -----------
Net cash provided by (used in) investing activities . . . . . . . -- (600)
------------ -----------
Cash flows from financing activities:
Amounts received from affiliates. . . . . . . . . . . . . . . . . . . . . 105,000 164,000
------------ -----------
Net cash provided by (used in) financing activities . . . . . . . 105,000 164,000
------------ -----------
Net increase (decrease) in cash . . . . . . . . . . . . . . . . . 6,645 983
Cash, beginning of year . . . . . . . . . . . . . . . . . . . . . 971 1,679
------------ -----------
Cash, end of period . . . . . . . . . . . . . . . . . . . . . . . $ 7,616 2,662
============ ===========
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>
<PAGE>
JMB/MANHATTAN ASSOCIATES, LTD.
(A LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1998 AND 1997
(UNAUDITED)
GENERAL
Readers of this quarterly report should refer to the Partnership's
audited financial statements for the year ended December 31, 1997, which
are included in the Partnership's 1997 Annual Report on Form 10-K (File No.
0-14547) dated March 21, 1998, 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 1997 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.
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"). Neither O&Y nor any of its affiliates has any direct
or indirect continuing interest in the Properties. The new ownership
structure gives control of the Properties to an unaffiliated real estate
investment trust ("REIT"), which is owned primarily by holders of the first
mortgage debt which encumbered the Properties prior to the bankruptcy.
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. In general, at any time on or after January 2, 2001, an
affiliate of the REIT has the right to purchase JMB/NYC's interest in the
Properties for certain amounts relating to the operations of the
Properties. There can be no assurance that such REIT affiliate will not
exercise such right on or after January 2, 2001. If such REIT affiliate
exercises such right to purchase, for the reasons discussed below, it is
unlikely that such purchase would result in any significant distributions
to the partners of the Partnership. Additionally, at any time, JMB/NYC has
the right to require such REIT affiliate to purchase the interest of
JMB/NYC in the Properties for the same price at which such REIT affiliate
can require JMB/NYC to sell such interest as described above.
Pursuant to the indemnification agreement, the Affiliated Partners are
jointly and severally obligated 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 Partnership's share of the reduction of the maximum
<PAGE>
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. Such 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 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 (including interest earned) at the termination of the
indemnification agreement. Upon return of such funds, advances made by JMB
(including accrued and deferred interest) and amounts due to JMB will be
repaid. Only after establishing an appropriate working capital reserve
would any amounts be available for distribution to the partners of the
Partnership. 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 ($903,310 outstanding at June 30, 1998)
from JMB as described below.
While the Partnership is not expected to terminate in the near term,
it currently appears unlikely that any significant distributions will be
made by the Partnership at any time due to the level of indebtedness
remaining on the Properties, the original purchase money notes payable by
JMB/NYC, the significant preference levels within the reorganized structure
and the liabilities of the Partnership.
TRANSACTIONS WITH AFFILIATES
In accordance with the Partnership Agreement, the General Partners are
required to loan back to the Partnership, for distribution to the Holders
of Interests, their 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). As of June 30, 1998, $356,503 represented interest earned on
such loans, all of which was unpaid. These loans and accrued interest can
be repaid upon sale or refinancing only after the Holders of Interests have
received an amount equal to their contributed capital plus any deficiency
in a stipulated return thereon.
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 were $7,934 and $2,064 for the
six months ended June 30, 1998 and 1997, respectively, all of which were
paid at June 30, 1998.
The Partnership had obligations to fund, on demand, $600,000 and
$600,000 to Carlyle Investors, Inc. and Carlyle Managers, Inc.,
respectively, of additional paid-in capital (reflected in the amounts due
to affiliates in the accompanying financial statements). During 1996,
these obligations were reduced to $200,000 and $200,000, respectively. As
of June 30, 1998, the obligations bore interest of 5.32% per annum and
cumulative interest accrued on these obligations was $288,998.
<PAGE>
JMB advanced the Partnership $105,000 during the first six months of
1998. Advances made by JMB are evidenced by a promissory note with a
maximum principal sum of $2 million and are due June 30, 1999. The note
bears interest at the applicable Federal rate, which ranged between 5.32%
and 5.62% per annum in the first six months of 1998. Annually, any
interest accrued but unpaid is added to the principal balance of the note.
The balance of the note, including accrued interest, was $903,310 and
$775,499 as of June 30, 1998 and December 31, 1997, respectively. The
Partnership's sole source of capital to pay for continuing operations is
advances from JMB.
SUMMARIZED FINANCIAL INFORMATION - JMB/NYC
Summary income statement information for JMB/NYC for the six months
ended June 30, 1998 and 1997 is as follows:
1998 1997
----------- ----------
Total income . . . . . . . . . . $ 268,504 268,504
=========== ==========
Operating loss . . . . . . . . . $ 6,519,905 5,711,055
=========== ==========
Partnership's share of
income (loss). . . . . . . . . $ 67,126 67,126
=========== ==========
During 1996, as a result of the adoption of the Plan, JMB/NYC
discontinued the application of the equity method of accounting for its
investments in unconsolidated ventures and reversed those previously
recognized losses from the unconsolidated ventures except for an amount
equal to the maximum obligation under the indemnification agreement of
$25,000,000. The Partnership's capital (deficit) in JMB/NYC differs from
its investment in unconsolidated venture as reflected in the accompanying
financial statements due to the Partnership's 1996 reversal of previously
recognized losses in JMB/NYC as a result of the restructuring and
reorganization.
The JMB/NYC operating loss for the period ending June 30, 1998
includes accrued interest expense on the JMB/NYC purchase notes of
$6,786,464. 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 June 30, 1998, 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 June 30, 1998 and for the three
and six months ended June 30, 1998 and 1997.
<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. During the
six months ended June 30, 1998, JMB advanced the Partnership $105,000.
Annually, any interest accrued but unpaid is added to the principal balance
of the note. The note, including accrued interest, has an outstanding
balance of $903,310 at June 30, 1998. The Partnership's ability to fund
operations and continue as a going concern is dependent upon additional
advances pursuant to the promissory note.
As a result of the 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 the Properties. The new ownership
structure gives control of the Properties to a real estate investment trust
(the "REIT"). JMB/NYC has, through January 1, 2001 under certain limited
circumstances, rights of consent regarding the sale of the Properties or
the consummation of certain other transactions that significantly reduce
the indebtedness of the Properties. In general, at any time on or after
January 2, 2001, an affiliate of the REIT has the right to purchase
JMB/NYC's interest in the Properties for certain amounts relating to the
operations of the Properties. There can be no assurance that such REIT
affiliate will not exercise such right on or after January 2, 2001. If
such REIT affiliate exercises such right to purchase, for the reasons
discussed below, it is unlikely that such purchase would result in any
significant distributions to the partners of the Partnership.
Additionally, at any time, JMB/NYC has the right to require such REIT
affiliate to purchase the interest of JMB/NYC in the Properties for the
same price at which such REIT affiliate can require JMB/NYC to sell such
interest as described above.
Due to the level of indebtedness remaining on the Properties, the
original purchase money notes payable by JMB/NYC, the significant
preference levels within the reorganized joint ventures and the liabilities
of the Partnership, it is unlikely that the Partnership will be able to
make any significant additional distributions to the Holders of Interests.
However, in the event of a sale or other disposition of any of the
Properties or of JMB/NYC's interest in the Properties, the Holders of
Interest will be allocated substantial net gain for Federal income tax
purposes even though the Partnership would not be able to make any
significant additional amounts of distributions. Such gain may be offset
by suspended losses from prior years (if any) that have been allocated to
the Holders of Interests.
RESULTS OF OPERATIONS
The decrease in professional services for the three and six months
ended June 30, 1998 as compared to the three and six months ended June 30,
1997 is primarily due to the timing of payment of audit fees in 1997 and
increased fees for professional services related to the restructuring of
the Partnership's interests in Joint Ventures.
<PAGE>
PART II. OTHER INFORMATION
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.
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.* 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-E.* $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-F.* $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-G. 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-H. 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-I. 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.
<PAGE>
10-J. 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-K. $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-L. $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.
10-M. 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-N. 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-O. 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-P. 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-Q. 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-R. 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.
<PAGE>
10-S. 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-T. 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.
10-U. 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-V. 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-W. 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-X. 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-Y. $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-Z. Indemnification agreement between Property Partners,
L.P., Carlyle-XIII Associates, L.P., and Carlyle-XIV 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-AA. 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.
<PAGE>
10-BB. 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
herein by reference.
(b) No reports on Form 8-K have been filed during the quarter
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: August 12, 1998
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: August 12, 1998
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
REGISTRANT'S FORM 10-Q FOR THE SIX MONTHS ENDED JUNE 30, 1998 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
INCLUDED IN SUCH REPORT.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> JUN-30-1998
<CASH> 7,616
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 7,616
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 7,616
<CURRENT-LIABILITIES> 2,266,094
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> (6,322,735)
<TOTAL-LIABILITY-AND-EQUITY> 7,616
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 103,293
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 72,431
<INCOME-PRETAX> (175,724)
<INCOME-TAX> 0
<INCOME-CONTINUING> (108,598)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (108,598)
<EPS-PRIMARY> (104)
<EPS-DILUTED> (104)
</TABLE>
