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, 1999 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. . . . . . . . . . . . . . . 11
PART II OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . 15
<PAGE>
<TABLE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
JMB/MANHATTAN ASSOCIATES, LTD.
(A LIMITED PARTNERSHIP)
BALANCE SHEETS
SEPTEMBER 30, 1999 AND DECEMBER 31, 1998
(UNAUDITED)
ASSETS
------
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1999 1998
------------- -----------
<S> <C> <C>
Current assets:
Cash. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 70,467 4,894
------------- -----------
$ 70,467 4,894
============= ===========
<PAGE>
JMB/MANHATTAN ASSOCIATES, LTD.
(A LIMITED PARTNERSHIP)
BALANCE SHEETS
LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
-----------------------------------------------------
SEPTEMBER 30, DECEMBER 31,
1999 1998
------------- -----------
Current liabilities:
Note payable to an affiliate - current portion. . . . . . . . . . . . $ -- 974,073
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . 930 8,406
Amounts due to affiliates . . . . . . . . . . . . . . . . . . . . . . 1,228,351 1,401,298
-------------- -------------
Total current liabilities . . . . . . . . . . . . . . . . . . 1,229,281 2,383,777
Note payable to an affiliate. . . . . . . . . . . . . . . . . . . . . . 1,196,842 --
Partnership's share of the maximum unfunded obligation
under the indemnification agreement . . . . . . . . . . . . . . . . . 4,143,510 3,997,131
-------------- -------------
Total liabilities . . . . . . . . . . . . . . . . . . . . . . 6,569,633 6,380,908
Commitments and contingencies
Partners' capital accounts (deficits):
General partners:
Capital contributions . . . . . . . . . . . . . . . . . . . . . . . 1,500 1,500
Cumulative net earnings (losses). . . . . . . . . . . . . . . . . . (1,396,814) (1,391,888)
Cumulative cash distributions . . . . . . . . . . . . . . . . . . . (737,500) (737,500)
--------------- -------------
(2,132,814) (2,127,888)
--------------- -------------
Limited partners:
Capital contributions, net of offering costs. . . . . . . . . . . . 57,042,489 57,042,489
Cumulative net earnings (losses). . . . . . . . . . . . . . . . . . (43,408,841) (43,290,615)
Cumulative cash distributions . . . . . . . . . . . . . . . . . . . (18,000,000) (18,000,000)
--------------- -------------
(4,366,352) (4,248,126)
--------------- -------------
Total partners' capital accounts (deficits) . . . . . . . . . (6,499,166) (6,376,014)
--------------- -------------
$ 70,467 4,894
=============== =============
<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, 1999 AND 1998
(UNAUDITED)
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
-------------------------- --------------------------
1999 1998 1999 1998
----------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
Income. . . . . . . . . . . . . . . . . . . . . . $ -- -- -- --
----------- ---------- ----------- -----------
Expenses:
Interest. . . . . . . . . . . . . . . . . . . . 36,714 37,559 110,891 109,990
Professional services . . . . . . . . . . . . . -- -- 49,750 60,500
General and administrative. . . . . . . . . . . 18,668 20,530 63,200 63,323
----------- ---------- ----------- -----------
55,382 58,089 223,841 233,813
----------- ---------- ----------- -----------
(55,382) (58,089) (223,841) (233,813)
Partnership's share of the reduction of
the maximum unfunded obligation . . . . . . . . 33,563 33,563 100,689 100,689
----------- ---------- ----------- -----------
Net earnings (loss) . . . . . . . . . . . $ (21,819) (24,526) (123,152) (133,124)
=========== ========== =========== ===========
Net earnings (loss) per
limited partnership
interest. . . . . . . . . . . . . . . . $ (21) (24) (118) (128)
=========== ========== =========== ===========
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, 1999 AND 1998
(UNAUDITED)
<CAPTION>
1999 1998
------------ -----------
<S> <C> <C>
Cash flows from operating activities:
Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (123,152) (133,124)
Items not requiring (providing) cash or cash equivalents:
Partnership's share of the reduction of the maximum unfunded
obligation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (100,689) (100,689)
Changes in:
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . (7,476) (2,976)
Amounts due to affiliates . . . . . . . . . . . . . . . . . . . . . . . 3,000 --
Amounts due to affiliates - accrued interest. . . . . . . . . . . . . . 71,121 72,384
Note payable to an affiliate - accrued interest . . . . . . . . . . . . 37,769 35,604
---------- -----------
Net cash provided by (used in) operating activities . . . . . . . (119,427) (128,801)
Cash flows from investing activities:
Net cash provided by (used in) investing activities . . . . . . . -- --
---------- -----------
Cash flows from financing activities:
Amounts received from affiliates. . . . . . . . . . . . . . . . . . . . . 185,000 140,000
---------- -----------
Net cash provided by (used in) financing activities . . . . . . . 185,000 140,000
---------- -----------
Net increase (decrease) in cash . . . . . . . . . . . . . . . . . 65,573 11,199
Cash, beginning of year . . . . . . . . . . . . . . . . . . . . . 4,894 971
---------- -----------
Cash, end of period . . . . . . . . . . . . . . . . . . . . . . . $ 70,467 12,170
========== ===========
Supplemental disclosure of cash flow information:
Cash paid for mortgage and other interest . . . . . . . . . . . . . . . . $ 2,000 2,002
========== ===========
Non-cash investing and financing activities:
Reduction in amounts due to affiliates. . . . . . . . . . . . . . . . . $ (247,068) --
========== ===========
Reduction in Partnership's investment . . . . . . . . . . . . . . . . . $ 247,068 --
========== ===========
<FN>
See accompanying notes to financial statements.
</TABLE>
<PAGE>
JMB/MANHATTAN ASSOCIATES, LTD.
(A LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1999 AND 1998
(UNAUDITED)
GENERAL
Readers of this quarterly report should refer to the Partnership's
audited financial statements for the year ended December 31, 1998, which
are included in the Partnership's 1998 Annual Report on Form 10-K (File
No. 0-14547) dated March 22, 1999, 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 1998 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
(collectively, 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"), owned primarily by holders of the first
mortgage debt that 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 an amount based on a formula relating to the operations of
the Properties (the "Formula Price"). There can be no assurance that such
REIT affiliate will not exercise such right on or after January 2, 2001.
In addition, the non-recourse purchase money note made by JMB/NYC for its
interests in the Properties, which is secured by JMB/NYC's interests in the
Properties and had outstanding principal and accrued and deferred interest
of approximately $129,400,000 at September 30, 1999, matures on 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
Formula Price.
Pursuant to the indemnification agreement, generally until the earlier
of the sale of (i) the Properties and (ii) JMB/NYC's indirect limited
partnership interest in the restructured and reorganized joint ventures
that own the Properties, the Affiliated Partners are jointly and severally
obligated to indemnify the REIT to the extent of $25 million to ensure
their compliance with the terms and conditions relating to JMB/NYC's
indirect limited partnership interest in the joint ventures. The
Affiliated Partners contributed approximately $7.8 million (of which the
Partnership's share was approximately $1.9 million) to JMB/NYC which was
<PAGE>
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 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 any actions that could have an adverse
effect on the exercise of the purchase right by the REIT affiliate
discussed above or a sale or certain other transactions involving direct or
indirect interests in the Properties unless such transaction requires
JMB/NYC's consent. Compliance, therefore, is within the control of the
Affiliated Partners and non-compliance with such provisions by either the
Partnership or the other Affiliated Partners is highly unlikely.
Therefore, the Partnership expects its share of the collateral to be
returned (including interest earned) after the termination of the
indemnification agreement. Upon return of such funds, advances made by JMB
(including accrued and deferred interest) and other amounts due to JMB will
be repaid. Only after establishing an appropriate working capital reserve
would any remaining 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 are advances from JMB pursuant to a promissory note ($1,196,842
outstanding at September 30, 1999) as described below.
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. Also, the Partnership has discontinued the application of the
equity method of accounting for the indirect interests in the Properties
and additional losses from the investment will not be recognized. Should
the unconsolidated venture subsequently report income, the Partnership will
resume applying the equity method on its share of such income only after
such income exceeds net losses not previously recognized.
In October 1999, JMB/NYC entered into an agreement (the "Restructuring
Agreement"), pursuant to which, among other things, JMB/NYC's interests in
237 Park Avenue ("237 Park") and 1290 Avenue of the Americas ("1290 Avenue
of the Americas") would be restructured. Under the Restructuring
Agreement, the partnership that owns 237 Park would be converted to a
limited liability company ("237 Park LLC"). The membership interest in 237
Park LLC that is owned by a partnership (the "Upper Tier Partnership") in
which JMB/NYC is a limited partner with a 99% interest would be contributed
to a partnership (the "Acquiring Partnership") unaffiliated with either
JMB/NYC or the REIT that is acquiring the other membership interests in 237
Park LLC from the REIT and one of its affiliates. In exchange for the
interest in 237 Park LLC, the Upper Tier Partnership would receive a
limited partnership interest in the Acquiring Partnership having a fair
market value (determined in accordance with the partnership agreement of
the Acquiring Partnership) of approximately $500,000. (JMB/NYC's total
investment in the Acquiring Partnership would be significantly less than 1%
of the Acquiring Partnership.) The Acquiring Partnership owns a portfolio
of investments in addition to 237 Park. JMB/NYC would have the right,
during the month of July of each calendar year commencing with 2001, to
cause a sale of the interest in the Acquiring Partnership for a price equal
to the greater of the fair market value of such interest (determined in
accordance with the partnership agreement of the Acquiring Partnership) and
a specified amount, of which JMB/NYC's share would be $500,000. In
addition, the general partner of the Acquiring Partnership would have the
<PAGE>
right, during the month of January of each calendar year commencing with
2002, to purchase the interest in the Acquiring Partnership for a price
equal to the greater of the fair market value of such interest (determined
as described above) and a specified amount, of which JMB/NYC's share would
be $650,000.
The Partnership believes that the restructuring, by itself, of
JMB/NYC's indirect interest in 237 Park, if completed as currently
contemplated by the Restructuring Agreement, would not result in the
Partnership (or the Holders of Interests) recognizing any income for
Federal income tax purposes. In addition, although under the terms of the
Restructuring Agreement JMB/NYC would not be able to cause a sale of the
interest in the Acquiring Partnership prior to 2001, the earliest date on
which such interest could be purchased at the election of the general
partner of the Acquiring Partnership would be January 2002. In the absence
of JMB/NYC's earlier election to cause a sale of its interest in the
Acquiring Partnership, this would extend by a year (to January 2002 from
January 2001) the date on which JMB/NYC's indirect interest in 237 Park is
currently subject to purchase at the election of an affiliate of the REIT.
Under the transactions provided for by the Restructuring Agreement,
JMB/NYC's indirect interest in 1290 Avenue of the Americas would also be
modified, although the REIT would continue to own the controlling interest
in the property. In general, the REIT would have the right to sell 1290
Avenue of the Americas or the REIT's interest in the property or permit a
sale of more than 51% of the stock in the REIT, during the period from
January 1, 2000 through February 28, 2001, provided that JMB/NYC received
the greater of (i) an amount based on a formula relating to the operations
of the property (the "1290 Formula Price"), and (ii) $4,500,000. Although
the REIT would be able to cause a sale of the entire property one year
earlier than previously, which would result in the Partnership's (and the
Holders of Interests') recognition of income for Federal income tax
purposes from such a transaction, JMB/NYC would be entitled to receive a
minimum specified amount (determined as described above) in connection with
such sale. An affiliate of the REIT would also have the right, during the
month of March of each calendar year commencing with 2001, to purchase
JMB/NYC's indirect interest in the property for the greater of (x) the 1290
Formula Price and (y) $1,400,000. In addition, JMB/NYC would have the
right, during the month of September of each calendar year commencing with
2001, to require an affiliate of the REIT to purchase JMB/NYC's indirect
interest in the property for the greater of (1) the 1290 Formula Price, and
(2) $1,000,000.
In connection with the above transactions, approximately $4,460,000 in
face amount of maturity of U.S. Treasury securities currently held as
collateral for the indemnification obligations of the Affiliated Partners
would be released from escrow and returned to the Affiliated Partners. The
remaining face amount of the securities would be held as collateral for the
indemnification obligations of the Affiliated Partners generally until 90
days after the earlier of the sale of 1290 Avenue of the Americas and the
sale of JMB/NYC's indirect interest in 1290 Avenue of the Americas. In
addition, the maximum potential liability of the Affiliated Partners under
their indemnification obligations would be reduced from $25,000,000 to
approximately $14,286,000.
The closing of the transactions provided for by the Restructuring
Agreement, which is expected to occur in the fourth quarter of 1999, is
subject to the satisfaction of various conditions, and there is no
assurance that such conditions will be satisfied or that any of such
transactions will close.
The Affiliated Partners may seek to purchase a portion of the rights
to the purchase money note and the related security agreement to allow the
Affiliated Partners to retain a substantial amount of the proceeds JMB/NYC
may ultimately be entitled to receive from the sale of its interest in 1290
Avenue of the Americas, its interest in the Acquiring Partnership and/or
any other transaction provided for by the restructuring. Such purchase of
<PAGE>
a portion of the purchase money note might result in the Partnership (and
the Holders of Interests) recognizing some income for Federal income tax
purposes. There is no assurance that the Affiliated Partners will be
successful in obtaining such an interest in the purchase money note.
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 significant preference levels to other
partners within the reorganized joint ventures owning the Properties, the
purchase money note payable by JMB/NYC, 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 September 30, 1999, $439,347 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 $12,915 and $17,109 for the
nine months ended September 30, 1999 and 1998, respectively, of which
$3,000 was unpaid at September 30, 1999.
The Partnership had obligations, which bore interest ranging from
4.62% to 5.35% per annum in 1999, to fund, on demand, $200,000 and $200,000
to Carlyle Investors, Inc. and Carlyle Managers, Inc., respectively, of
additional paid-in capital. In June 1999, the obligations to Carlyle
Investors, Inc. and Carlyle Managers, Inc. were reduced so that as of
September 30, 1999, the obligations and the cumulative interest accrued on
these obligations totaled $479,420 (reflected in the amounts due to
affiliates in the accompanying financial statements). These obligations
were further reduced through a series of transactions and fully retired in
October, 1999.
JMB advanced the Partnership $185,000 during the first nine months of
1999. Advances made by JMB are evidenced by a promissory note with a
maximum principal sum of $2 million which was originally scheduled to
mature on June 30, 1999. In the second quarter of 1999, the Partnership
secured an extension of the note's maturity date to June 30, 2001. The
note bears interest at the applicable Federal rate, which ranged between
4.52% and 5.35% per annum in the first nine months of 1999. Semi-annually,
any interest accrued but unpaid is added to the principal balance of the
note. The balance of the note, including accrued and deferred interest,
was $1,196,842 and $974,073 as of September 30, 1999 and December 31, 1998,
respectively. The Partnership's sole source of capital to pay for
continuing operations is advances from JMB.
<PAGE>
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, 1999 and for the
three and nine months ended September 30, 1999 and 1998.
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
are loans from JMB, pursuant to a promissory note with a maximum principal
sum of $2 million and an original scheduled maturity of June 30, 1999,
which was extended to June 30, 2001. During the nine months ended
September 30, 1999, JMB advanced the Partnership $185,000. Semi-annually,
any interest accrued but unpaid is added to the principal balance of the
note. The note, including accrued and deferred interest, had an
outstanding balance of $1,196,842 at September 30, 1999. 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 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 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 an amount based on a formula
relating to the operations of the Properties (the "Formula Price"). There
can be no assurance that such REIT affiliate will not exercise such right
on or after January 2, 2001. In addition, the non-recourse purchase money
note made by JMB/NYC for its interest in the Properties, which is secured
by JMB/NYC's interest in the Properties and had outstanding principal and
accrued and deferred interest of approximately $129,400,000 at
September 30, 1999, matures on 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 Formula Price.
In October 1999, JMB/NYC entered into an agreement (the "Restructuring
Agreement"), pursuant to which, among other things, JMB/NYC's interests in
237 Park Avenue ("237 Park") and 1290 Avenue of the Americas ("1290 Avenue
of the Americas") would be restructured. Under the Restructuring
Agreement, the partnership that owns 237 Park would be converted to a
limited liability company ("237 Park LLC"). The membership interest in 237
Park LLC that is owned by a partnership (the "Upper Tier Partnership") in
which JMB/NYC is a limited partner with a 99% interest would be contributed
to a partnership (the "Acquiring Partnership") unaffiliated with either
JMB/NYC or the REIT that is acquiring the other membership interests in 237
Park LLC from the REIT and one of its affiliates. In exchange for the
interest in 237 Park LLC, the Upper Tier Partnership would receive a
limited partnership interest in the Acquiring Partnership having a fair
market value (determined in accordance with the partnership agreement of
<PAGE>
the Acquiring Partnership) of approximately $500,000. (JMB/NYC's total
investment in the Acquiring Partnership would be significantly less than 1%
of the Acquiring Partnership.) The Acquiring Partnership owns a portfolio
of investments in addition to 237 Park. JMB/NYC would have the right,
during the month of July of each calendar year commencing with 2001, to
cause a sale of the interest in the Acquiring Partnership for a price equal
to the greater of the fair market value of such interest (determined in
accordance with the partnership agreement of the Acquiring Partnership) and
a specified amount, of which JMB/NYC's share would be $500,000. In
addition, the general partner of the Acquiring Partnership would have the
right, during the month of January of each calendar year commencing with
2002, to purchase the interest in the Acquiring Partnership for a price
equal to the greater of the fair market value of such interest (determined
as described above) and a specified amount, of which JMB/NYC's share would
be $650,000.
The Partnership believes that the restructuring, by itself, of
JMB/NYC's indirect interest in 237 Park, if completed as currently
contemplated by the Restructuring Agreement, would not result in the
Partnership (or the Holders of Interests) recognizing any income for
Federal income tax purposes. In addition, although under the terms of the
Restructuring Agreement JMB/NYC would not be able to cause a sale of the
interest in the Acquiring Partnership prior to 2001, the earliest date on
which such interest could be purchased at the election of the general
partner of the Acquiring Partnership would be January 2002. In the absence
of JMB/NYC's earlier election to cause a sale of its interest in the
Acquiring Partnership, this would extend by a year (to January 2002 from
January 2001) the date on which JMB/NYC's indirect interest in 237 Park is
currently subject to purchase at the election of an affiliate of the REIT.
Under the transactions provided for by the Restructuring Agreement,
JMB/NYC's indirect interest in 1290 Avenue of the Americas would also be
modified, although the REIT would continue to own the controlling interest
in the property. In general, the REIT would have the right to sell 1290
Avenue of the Americas or the REIT's interest in the property or permit a
sale of more than 51% of the stock in the REIT, during the period from
January 1, 2000 through February 28, 2001, provided that JMB/NYC received
the greater of (i) an amount based on a formula relating to the operations
of the property (the "1290 Formula Price"), and (ii) $4,500,000. Although
the REIT would be able to cause a sale of the entire property one year
earlier than previously, which would result in the Partnership's (and the
Holders of Interests') recognition of income for Federal income tax
purposes from such a transaction, JMB/NYC would be entitled to receive a
minimum specified amount (determined as described above) in connection with
such sale. An affiliate of the REIT would also have the right, during the
month of March of each calendar year commencing with 2001, to purchase
JMB/NYC's indirect interest in the property for the greater of (x) the 1290
Formula Price and (y) $1,400,000. In addition, JMB/NYC would have the
right, during the month of September of each calendar year commencing with
2001, to require an affiliate of the REIT to purchase JMB/NYC's indirect
interest in the property for the greater of (1) the 1290 Formula Price, and
(2) $1,000,000.
In connection with the above transactions, approximately $4,460,000 in
face amount of maturity of U.S. Treasury securities currently held as
collateral for the indemnification obligations of the Affiliated Partners
would be released from escrow and returned to the Affiliated Partners. The
remaining face amount of the securities would be held as collateral for the
indemnification obligations of the Affiliated Partners generally until 90
days after the earlier of the sale of 1290 Avenue of the Americas and the
sale of JMB/NYC's indirect interest in 1290 Avenue of the Americas. In
addition, the maximum potential liability of the Affiliated Partners under
their indemnification obligations would be reduced from $25,000,000 to
approximately $14,286,000.
<PAGE>
The closing of the transactions provided for by the Restructuring
Agreement, which is expected to occur in the fourth quarter of 1999, is
subject to the satisfaction of various conditions, and there is no
assurance that such conditions will be satisfied or that any of such
transactions will close.
The Affiliated Partners may seek to purchase a portion of the rights
to the purchase money note and the related security agreement to allow the
Affiliated Partners to retain a substantial amount of the proceeds JMB/NYC
may ultimately be entitled to receive from the sale of its interest in 1290
Avenue of the Americas, its interest in the Acquiring Partnership and/or
any other transaction provided for by the restructuring. Such purchase of
a portion of the purchase money note might result in the Partnership (and
the Holders of Interests) recognizing some income for Federal income tax
purposes. There is no assurance that the Affiliated Partners will be
successful in obtaining such an interest in the purchase money note.
Due to the level of indebtedness remaining on the Properties, the
significant preference levels to other partners within the reorganized
joint ventures that own the Properties, the purchase money note payable by
JMB/NYC and the note payable to JMB, it is unlikely that the Partnership
will be able to make any significant 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
Interests will be allocated substantial net gain for Federal income tax
purposes (corresponding to all or most of their deficit capital accounts
for tax purposes) even though the Partnership would not be able to make any
significant amount of distributions. Such gain may be offset by suspended
losses from prior years (if any) that have been allocated to the Holders of
Interests. The actual tax liability of each Holder of Interests will
depend on such Holder's own tax situation.
RESULTS OF OPERATIONS
The aggregate increase in note payable to an affiliate as of
September 30, 1999 compared to December 31, 1998 is primarily due to
additional loans aggregating $185,000 pursuant to the promissory note
payable to JMB.
The decrease in amounts due to affiliates as of September 30, 1999
compared to December 31, 1998 is primarily due to the reduction in
obligations to fund additional paid-in capital to affiliates of the
Partnership, partially offset by interest expense accrued but unpaid on the
amounts due to affiliates.
YEAR 2000
The year 2000 problem is the result of computer programs being written
with two digits rather than four to define a year. Consequently, any
computer programs that have time-sensitive software may recognize a date
using "00" as the year 1900 rather than the year 2000. This could result
in a system failure or miscalculations causing disruptions of operations
including, among other things, an inability to process transactions or
engage in other normal business activities.
The Partnership uses the telephone, accounting, transfer agent and
other administrative systems, which include both hardware and software,
provided by affiliates of the Corporate General Partner and certain third
party vendors. The Partnership or its affiliates have received
representations to the effect that the telephone, accounting, transfer
agent and other administrative systems are year 2000 compliant in all
material respects. The Partnership has not inquired of the joint ventures
that own the Properties as to the status of their year 2000 compliance.
<PAGE>
The Partnership does not believe that the year 2000 problem presents
any material additional risks to its business, results of operations or
financial condition and has not developed, and does not intend to develop,
any contingency plans to address the year 2000 problem. Given its limited
operations, the Partnership believes that its accounting, transfer agent
and most of its other administrative systems functions could, if necessary,
be performed manually (i.e., without significant information technology)
for an extended period of time without a material increase in costs to the
Partnership. Although the year 2000 problem may or may not present various
risks for the joint ventures owning the Properties, the Partnership does
not believe that these risks, to the extent they may exist, present any
material additional risks to the Partnership's business, results of
operations or financial condition. As discussed in the Notes to Financial
Statements included elsewhere in this report, JMB/NYC has discontinued the
equity method of accounting for its indirect interests in the joint
ventures owning the Properties. Moreover, for the reasons discussed
elsewhere in this Management's Discussion and Analysis of Financial
Condition and Results of Operations, the Partnership does not expect to
receive (through JMB/NYC) any significant distributions in the future from
the joint ventures owning the Properties. The Partnership and JMB/NYC also
have no involvement in or authority over the general operations or
management of the joint ventures owning the Properties or the development
of their contingency plans, if any, for the year 2000 problem.
The Partnership has not incurred and does not expect to incur, any
material direct costs for year 2000 compliance. Although the Partnership
has not made inquiry of the joint ventures owning the Properties as to
their actual or projected year 2000 compliance costs, if any, the
Partnership does not believe that any such costs would have a material
effect on the Partnership. Neither the Partnership nor JMB/NYC is
obligated to contribute any funds to pay for such costs. In addition,
since the Partnership does not expect to receive any significant
distributions in the future from the joint ventures owning the Properties,
the Partnership does not believe that any such costs incurred will have any
material effect on the Partnership's indirect investment in the 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.
4.1 Note Extension and Modification Agreement as of
June 30, 1999 by and between JMB/Manhattan Associates, Ltd. and JMB Realty
Corporation is hereby incorporated herein by reference to the Partnership's
Report for June 30, 1999 on Form 10-Q (File No. 0-14547) dated August 13,
1999.
27. Financial Data Schedule
(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: November 10, 1999
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 10, 1999
<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, 1999 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-31-1999
<PERIOD-END> SEP-30-1999
<CASH> 70,467
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<INVENTORY> 0
<CURRENT-ASSETS> 70,467
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<TOTAL-ASSETS> 70,467
<CURRENT-LIABILITIES> 1,229,281
<BONDS> 1,196,842
<COMMON> 0
0
0
<OTHER-SE> (6,499,166)
<TOTAL-LIABILITY-AND-EQUITY> 70,467
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<TOTAL-REVENUES> 0
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<OTHER-EXPENSES> 112,950
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 110,891
<INCOME-PRETAX> (223,841)
<INCOME-TAX> 0
<INCOME-CONTINUING> (123,152)
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<EXTRAORDINARY> 0
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<NET-INCOME> (123,152)
<EPS-BASIC> (118)
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</TABLE>
