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, 2000 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>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
JMB/MANHATTAN ASSOCIATES, LTD.
(A LIMITED PARTNERSHIP)
BALANCE SHEETS
SEPTEMBER 30, 2000 AND DECEMBER 31, 1999
(UNAUDITED)
ASSETS
------
SEPTEMBER 30, DECEMBER 31,
2000 1999
------------- -----------
Current assets:
Cash . . . . . . . . . . . . . . . . . $ 2,198 18,146
----------- -----------
$ 2,198 18,146
=========== ===========
LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
-----------------------------------------------------
Current liabilities:
Note payable to an affiliate -
current portion. . . . . . . . . . . $ 305,137 --
Accounts payable . . . . . . . . . . . 973 3,302
Amounts due to affiliates. . . . . . . 808,077 752,148
----------- -------------
Total current liabilities. . . 1,114,187 755,450
Note payable to an affiliate . . . . . . -- 208,649
Partnership's share of the maximum
unfunded obligation under the
indemnification agreement. . . . . . . 2,158,841 2,225,942
Distributions received in excess
of recorded investment . . . . . . . . 661,228 661,228
----------- -------------
Total liabilities. . . . . . . 3,934,256 3,851,269
Commitments and contingencies
Partners' capital accounts (deficits):
General partners:
Capital contributions. . . . . . . . 1,500 1,500
Cumulative net earnings (losses) . . (1,294,129) (1,290,172)
Cumulative cash distributions. . . . (737,500) (737,500)
------------ -------------
(2,030,129) (2,026,172)
------------ -------------
Limited partners:
Capital contributions,
net of offering costs. . . . . . . 57,042,489 57,042,489
Cumulative net earnings (losses) . . (40,944,418) (40,849,440)
Cumulative cash distributions. . . . (18,000,000) (18,000,000)
------------ -------------
(1,901,929) (1,806,951)
------------ -------------
Total partners' capital
accounts (deficits). . . . . (3,932,058) (3,833,123)
------------ -------------
$ 2,198 18,146
============ =============
See accompanying notes to financial statements.
<PAGE>
<TABLE>
JMB/MANHATTAN ASSOCIATES, LTD.
(A LIMITED PARTNERSHIP)
STATEMENTS OF OPERATIONS
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
(UNAUDITED)
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
-------------------------- --------------------------
2000 1999 2000 1999
----------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
Income . . . . . . . . . . . . . . . . . . . . . . . $ -- -- -- --
----------- ---------- ---------- ----------
Expenses:
Interest . . . . . . . . . . . . . . . . . . . . . 23,652 36,714 68,229 110,891
Professional services. . . . . . . . . . . . . . . 8,090 15,218 37,965 46,218
General and administrative . . . . . . . . . . . . 15,776 18,668 59,842 63,200
----------- ---------- ---------- ----------
47,518 70,600 166,036 220,309
----------- ---------- ---------- ----------
(47,518) (70,600) (166,036) (220,309)
Partnership's share of the
reduction of the maximum
unfunded obligation under
the indemnification agreement. . . . . . . . . . . 22,367 33,563 67,101 100,689
----------- ---------- ---------- ----------
Net earnings (loss). . . . . . . . . . . . . $ (25,151) (37,037) (98,935) (119,620)
=========== ========== ========== ==========
Net earnings (loss) per
limited partnership
interest . . . . . . . . . . . . . . . . . $ (24) (36) (95) (115)
=========== ========== ========== ==========
Cash distribution per
per limited partnership
interest . . . . . . . . . . . . . . . . . $ -- -- -- --
=========== ========== ========== ==========
<FN>
See accompanying notes to financial statements.
</TABLE>
<PAGE>
JMB/MANHATTAN ASSOCIATES, LTD.
(A LIMITED PARTNERSHIP)
STATEMENTS OF CHANGES IN CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
(UNAUDITED)
2000 1999
---------- ----------
Cash flows from operating activities:
Net earnings (loss). . . . . . . . . . . . . $ (98,935) (119,620)
Items not requiring (providing) cash
or cash equivalents:
Partnership's share of the reduction
of the maximum unfunded obligation
under the indemnification agreement. . . (67,101) (100,689)
Changes in:
Accounts payable . . . . . . . . . . . . . (2,329) (11,008)
Amounts due to affiliates. . . . . . . . . (812) 3,000
Amounts due to affiliates -
accrued interest . . . . . . . . . . . . 56,741 71,121
Note payable to an affiliate -
accrued interest . . . . . . . . . . . . 11,488 37,769
---------- ----------
Net cash provided by (used in)
operating activities . . . . . . . (100,948) (119,427)
Cash flows from investing activities:
Net cash provided by (used in)
investing activities . . . . . . . -- --
---------- ----------
Cash flows from financing activities:
Amounts received from affiliates . . . . . . 85,000 185,000
---------- ----------
Net cash provided by (used in)
financing activities . . . . . . . 85,000 185,000
---------- ----------
Net increase (decrease) in cash. . . (15,948) 65,573
Cash, beginning of year. . . . . . . 18,146 4,894
---------- ----------
Cash, end of period. . . . . . . . . $ 2,198 70,467
========== ==========
Supplemental disclosure of cash flow
information:
Cash paid for mortgage and other
interest . . . . . . . . . . . . . . . . . $ -- 2,000
========== ==========
Non-cash investing and financing
activities:
Net distributions in excess of
recorded investment. . . . . . . . . . . $ -- 247,068
========== ==========
See accompanying notes to financial statements.
<PAGE>
JMB/MANHATTAN ASSOCIATES, LTD.
(A LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2000 AND 1999
(UNAUDITED)
GENERAL
Readers of this quarterly report should refer to the Partnership's
audited financial statements for the year ended December 31, 1999, which
are included in the Partnership's 1999 Annual Report on Form 10-K (File
No. 0-14547) dated March 24, 2000, 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 1999 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.
Certain amounts in the 1999 financial statements have been
reclassified to conform to the 2000 presentation.
JMB/NYC
As a result of the 1996 restructuring, JMB/NYC had an indirect limited
partnership interest which, before taking into account significant
preferences to other partners, equaled 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
retained any direct or indirect continuing interest in the Properties. The
new ownership structure gave 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 had, under certain limited circumstances, through January 1, 2001
rights of consent regarding sale of the Properties or the consummation of
certain other transactions that would have significantly reduced
indebtedness of the Properties. In general, at any time on or after
January 2, 2001, an affiliate of the REIT had 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"). In
addition, the purchase money note (discussed below) made by JMB/NYC for its
interests in the Properties, which had outstanding principal and accrued
and deferred interest of approximately $146,435,000, at September 30, 2000,
matures on January 2, 2001. If such REIT affiliate exercised such right to
purchase, it was unlikely that such purchase would have resulted in any
significant distributions to the partners of the Partnership.
Additionally, at any time, JMB/NYC had the right to require such REIT
affiliate to purchase the interest of JMB/NYC in the Properties for the
Formula Price.
The restructuring and reorganization discussed above eliminated any
potential additional obligation of the Partnership in the future to provide
additional funds under its previous joint venture agreements (other than
that related to a certain indemnification agreement provided in connection
with such restructuring). In 1995, the Partnership distributed to its
partners virtually all of its working capital funds leaving as the
Partnership's only asset its receivable from JMB Realty Corporation
("JMB"), an affiliate of the Corporate General Partner. This receivable
had been the Partnership's sole source of capital to fund continuing
operations of the Partnership. During 1996, such receivable was collected
<PAGE>
and the proceeds thereof were used by the Partnership toward funding its
portion of the collateral required pursuant to the $25 million
indemnification (which has since been reduced to $14,285,000 as discussed
below) provided by the Partnership and the other Affiliated Partners to the
REIT as of the Effective Date. The balance of the Partnership's share of
the collateral was advanced by JMB in order for the Partnership to satisfy
its full portion as discussed below. The Partnership's sole source of
capital to fund continuing operations are advances from JMB.
During 1996, as a result of the adoption of the Plan, the Partnership
reversed those previously recognized losses resulting from its interest in
JMB/NYC that it is no longer obligated to fund due to the conversion of
JMB/NYC's general partnership interest to a limited partnership interest in
the joint ventures which owned the Properties and the terms of the
restructuring. The Partnership has no future funding obligations (other
than that related to a certain indemnification agreement provided in
connection with the restructuring) and has no influence or control over the
day-to-day affairs of the joint ventures or partnership which own the
Properties subsequent to the Effective Date. Accordingly, the Partnership
discontinued the application of the equity method of accounting for the
indirect interests in the Properties and additional losses from the
investment in unconsolidated venture 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.
Pursuant to the indemnification agreement, the Affiliated Partners
were 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
restructured and reorganized joint ventures that owned 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. Due to the Restructuring discussed
below, during 1999 the maximum potential obligation was reduced to
approximately $14.3 million and a portion of the collateral was released to
JMB/NYC. 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 for JMB/NYC. Interest 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 (as amended in
connection with the Restructuring discussed below) generally prohibit the
Affiliated Partners from taking actions that could have an adverse effect
on the exercise of the purchase rights by the REIT affiliate discussed
below or on a sale or certain other transactions involving a direct or
indirect interest in 1290 Avenue of the Americas 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 remaining collateral to
be returned (including interest earned) after the termination of the
indemnification agreement.
In November 1999, a transaction (the "Restructuring") closed 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") were
restructured. Under the Restructuring, the partnership that owns 237 Park
was converted to a limited liability company ("237 Park LLC"). The
membership interest in 237 Park LLC owned by 237/1290 Upper Tier
Associates, L.P. (the "Upper Tier Partnership"), in which JMB/NYC is a
limited partner with a 99% interest, was contributed to a partnership (the
"237 Partnership") that acquired the other membership interests in 237 Park
<PAGE>
LLC from the REIT and one of its affiliates. In exchange for the interest
in 237 Park LLC, the Upper Tier Partnership received a limited partnership
interest in the 237 Partnership having a fair market value (determined in
accordance with the partnership agreement of the 237 Partnership) of
approximately $500,000. (JMB/NYC's total investment in the 237 Partnership
is significantly less than 1% of the 237 Partnership.) The 237 Partnership
owns a portfolio of investments in addition to 237 Park. JMB/NYC has the
right, during the month of July of each calendar year commencing with 2001,
to cause a sale of the interest in the 237 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 237 Partnership) and a
specified amount, of which JMB/NYC's share would be $500,000. In addition,
the general partner of the 237 Partnership has the right, during the month
of January of each calendar year commencing with 2002, to purchase the
interest in the 237 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.
Although under the terms of the Restructuring JMB/NYC is not able to
cause a sale of the interest in the 237 Partnership prior to 2001, the
earliest date on which such interest may be purchased at the election of
the general partner of the 237 Partnership is January 2002. In the absence
of JMB/NYC's earlier election to cause a sale of its interest in the 237
Partnership, this extends by a year (to January 2002 from January 2001) the
date on which JMB/NYC's indirect interest in 237 Park was previously
subject to purchase at the election of an affiliate of the REIT.
JMB/NYC's indirect interest through the Upper Tier Partnership in the
partnership (the "1290 Partnership") that owns 1290 Avenue of the Americas
was also modified, although the REIT continues to own the controlling
interest in the property. In general, the REIT has the right to sell 1290
Avenue of the Americas or the REIT's interest in the 1290 Partnership or
permit a sale of more than 51% of the stock in the REIT, during the period
January 1, 2000 through February 28, 2001, provided that JMB/NYC receives
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 is 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 also has the right, during the month of
March of each calendar year commencing with 2001, to purchase JMB/NYC's
indirect interest in the 1290 Partnership for the greater of (x) the 1290
Formula Price and (y) $1,400,000. In addition, JMB/NYC has 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 1290 Partnership for the greater of (1) the 1290 Formula Price, and
(2) $1,000,000. The REIT has stated that it does not intend to sell the
1290 Avenues of Americas property prior to March 2001 and that it does
intend to purchase JMB/NYC's indirect interest in the 1290 Partnership in
March 2001.
A portion of the purchase price for JMB/NYC's indirect interest in the
1290 Avenue of the Americas and 237 Park Avenue office buildings is
represented by a certain promissory note (the "Purchase Note") bearing
interest at 12-3/4% per annum. The Purchase Note is secured by JMB/NYC's
indirect interest in the 1290 Partnership and the 237 Partnership and is
non-recourse to JMB/NYC. Prior to maturity, the Purchase Note requires
payment of principal and interest out of distributions made to JMB/NYC from
the 1290 Partnership and the 237 Partnership. Unpaid interest accrues and
is deferred, compounded monthly. Unpaid principal and interest are due at
maturity on January 2, 2001, and it is not expected that JMB/NYC will have
funds to pay the Purchase Note at maturity. The outstanding principal and
accrued and deferred interest on the Purchase Note at September 30, 2000,
was approximately $146,435,000.
<PAGE>
In December 1999, the Partnership and the other Affiliated Partners
advanced a total of approximately $425,000 (of which the Partnership
advanced approximately $105,000) to the limited partners of JMB/NYC, which
was used to acquire a $5,425,000 tranche of the Purchase Note and the
related security agreement for the collateralization of such tranche. As a
result of this purchase, such limited partners, as creditors of JMB/NYC,
are entitled to receive up to $5,425,000 in proceeds otherwise payable to
JMB/NYC in respect of its indirect interest in the 1290 Partnership or the
237 Partnership. Such amounts received by the limited partners will be
distributed to the Affiliated Partners in proportion to their respective
advances made to purchase the tranche (i.e., 25% to the Partnership and 75%
in the aggregate to the other Affiliated Partners). In connection with
their purchase of the $5,425,000 tranche of the Purchase Note, the limited
partners of JMB/NYC agreed with the holder of the Purchase Note that in the
event JMB/NYC has not repaid all amounts due and owing under the Purchase
Note within one year after its maturity, the holder will take the
appropriate steps necessary to foreclose upon and obtain JMB/NYC's interest
in the Upper Tier Partnership in lieu of seeking any other damages.
Also in December 1999, JMB/NYC was entitled to receive refinancing
proceeds, as defined, of approximately $446,000 in respect of its indirect
interest in the 1290 Partnership as a result of a refinancing of the
mortgage note secured by the 1290 Avenue of Americas office building.
These proceeds were used by JMB/NYC to make a payment of approximately
$443,000 on the Purchase Note tranche held by its limited partners. The
limited partners repaid the advances of approximately $425,000 made by the
Affiliated Partners (of which the Partnership advanced approximately
$105,000) in December 1999.
In connection with the Restructuring, approximately $4,460,000 in face
amount at maturity of U.S. Treasury securities held as collateral for the
indemnification obligations of the Affiliated Partners was released from
escrow and returned to the Affiliated Partners. The remaining face amount
of the securities will be held as collateral for the indemnification
obligations for the Affiliated Partners relating to 1290 Avenue of the
Americas 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 the
1290 Partnership. The Partnership expects its share of the remaining
collateral, including interest earned thereon, to be returned after the
termination of the indemnification obligations. Upon return of such funds,
any remaining advances made by JMB (including accrued and deferred
interest) and other amounts due JMB will be repaid.
Due to, among other things, the level of indebtedness on 1290 Avenue
of the Americas, the Purchase Note payable by JMB/NYC, the significant
preference levels to other partners within the 1290 Partnership and the
purchase rights with respect to JMB/NYC's indirect interests in the 1290
Partnership and the 237 Partnership, it is unlikely that JMB/NYC will make
any significant distributions to the Partnership.
The amount of any future Partnership distributable cash is dependent
upon the amount of advances made by JMB. Advances made by JMB are
evidenced by a promissory note with a maximum principal sum of $2 million
and a maturity date that has been extended to June 30, 2001. The note
bears interest at the applicable Federal rate, which was 6.23% per annum at
September 30, 2000. The Partnership's ability to pay for operations and
continue as a going concern is dependent upon advances from JMB, which must
be repaid before any distributions are made. It is unlikely that any
significant distributions will be made by the Partnership at any time.
<PAGE>
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, 2000, $513,282 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 $11,393 and $12,915 for the
nine months ended September 30, 2000 and 1999, respectively, of which
$5,000 was unpaid at September 30, 2000.
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 1999, these obligations including all
unpaid accrued interest aggregating approximately $670,000 were retired.
Such amounts are recorded as distributions received in excess of recorded
investment in the accompanying balance sheets.
JMB advanced the Partnership $85,000 during the first nine months of
2000. 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. In
December 1999, the Partnership made a payment of $1,105,187 to JMB, which
reduced principal and deferred interest of the note. The note bears
interest at the applicable Federal rate, which was 6.23% per annum at
September 30, 2000. 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 $305,137 and $208,649 as of
September 30, 2000 and December 31, 1999, respectively. The Partnership's
sole source of capital to pay for continuing operations is advances from
JMB.
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, 2000 and for the
three and nine months ended September 30, 2000 and 1999.
<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
are loans from JMB, pursuant to a promissory note with a maximum principal
sum of $2 million and scheduled maturity of June 30, 2001. During the nine
months ended September 30, 2000, JMB advanced the Partnership $85,000.
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 $305,137 at September 30, 2000. The
Partnership's ability to fund operations and continue as a going concern is
dependent upon additional advances pursuant to the promissory note.
In November 1999, a transaction (the "Restructuring") closed 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") were
restructured. Under the Restructuring, the partnership that owns 237 Park
was converted to a limited liability company ("237 Park LLC"). The
membership interest in 237 Park LLC owned by 237/1290 Upper Tier
Associates, L.P. (the "Upper Tier Partnership"), in which JMB/NYC is a
limited partner with a 99% interest, was contributed to a partnership (the
"237 Partnership") that acquired 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 received a limited partnership
interest in the 237 Partnership having a fair market value (determined in
accordance with the partnership agreement of the 237 Partnership) of
approximately $500,000. (JMB/NYC's total investment in the 237 Partnership
is significantly less than 1% of the 237 Partnership.) The 237 Partnership
owns a portfolio of investments in addition to 237 Park. JMB/NYC has the
right, during the month of July of each calendar year commencing with 2001,
to cause a sale of the interest in the 237 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 237 Partnership) and a
specified amount, of which JMB/NYC's share would be $500,000. In addition,
the general partner of the 237 Partnership has the right, during the month
of January of each calendar year commencing with 2002, to purchase the
interest in the 237 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 Restructuring, by itself, of JMB/NYC's indirect interest in 237
Park did not result in the Partnership's (or the Holders of Interests')
recognizing any income for Federal income tax purposes. In addition,
although under the terms of the Restructuring, JMB/NYC is not able to cause
a sale of the interest in the 237 Partnership prior to 2001, the earliest
date on which such interest may be purchased at the election of the general
partner of the 237 Partnership is January 2002. In the absence of
JMB/NYC's earlier election to cause a sale of its interest in the 237
Partnership, this extends by a year (to January 2002 from January 2001) the
date on which JMB/NYC's indirect interest in 237 Park was previously
subject to purchase at the election of an affiliate of the REIT.
JMB/NYC's indirect interest through the Upper Tier Partnership in the
partnership (the "1290 Partnership") that owns 1290 Avenue of the Americas
was also modified, although the REIT continues to own the controlling
interest in the property. In general, the REIT has the right to sell 1290
Avenue of the Americas or the REIT's interest in the 1290 Partnership or
permit a sale of more than 51% of the stock in the REIT, during the period
<PAGE>
January 1, 2000 through February 28, 2001, provided that JMB/NYC receives
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 is 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 also has the right, during the month of
March of each calendar year commencing with 2001, to purchase JMB/NYC's
indirect interest in the 1290 Partnership for the greater of (x) the 1290
Formula Price and (y) $1,400,000. In addition, JMB/NYC has 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 1290 Partnership for the greater of (1) the 1290 Formula Price, and
(2) $1,000,000. The REIT has stated that it does not intend to sell the
1290 Avenues of America's property prior to March 2001 and that it does
intend to purchase JMB/NYC's indirect interest in the 1290 Partnership in
March 2001.
A portion of the purchase price for JMB/NYC's interest in the 1290
Avenue of the Americas and 237 Park Avenue office buildings is represented
by a promissory note (the "Purchase Note") bearing interest at 12-3/4% per
annum. The Purchase Note is secured by JMB/NYC's indirect interest through
the Upper Tier Partnership in the 1290 Partnership and the 237 Partnership
and is non-recourse to JMB/NYC. Prior to maturity, the Purchase Note
requires payment of principal and interest out of distributions made to
JMB/NYC from the 1290 Partnership and the 237 Partnership. Unpaid interest
accrues and is deferred, compounded monthly. Unpaid principal and interest
are due at maturity on January 2, 2001, and it is not expected that JMB/NYC
will have funds to pay the Purchase Note at maturity. The outstanding
principal and accrued and deferred interest on the Purchase Note at
September 30, 2000, was approximately $146,435,000.
In December 1999, the Partnership and the other Affiliated Partners
advanced a total of approximately $425,000 (of which the Partnership
advanced approximately $105,000) to the limited partners of JMB/NYC, which
was used to acquire a $5,425,000 tranche of the Purchase Note and the
related security agreement for the collateralization of such tranche. As a
result of this purchase, such limited partners, as creditors of JMB/NYC,
are entitled to receive up to $5,425,000 in proceeds otherwise payable to
JMB/NYC in respect of its indirect interest in the 1290 Partnership or the
237 Partnership. Such amounts received by the limited partners will be
distributed to the Affiliated Partners in proportion to their respective
advances made to purchase the tranche (i.e., 25% to the Partnership and 75%
in the aggregate to the other Affiliated Partners). In connection with
their purchase of the $5,425,000 tranche of the Purchase Note, the limited
partners of JMB/NYC agreed with the holder of the Purchase Note that in the
event JMB/NYC has not repaid all amounts due and owing under the Purchase
Note within one year after its maturity, the holder will take the
appropriate steps necessary to foreclose upon and obtain JMB/NYC's interest
in the Upper Tier Partnership in lieu of seeking any other damages.
Also in December 1999, JMB/NYC was entitled to receive refinancing
proceeds, as defined, of approximately $446,000 in respect of its indirect
interest in the 1290 Partnership as a result of a refinancing of the
mortgage note secured by the 1290 Avenue of Americas office building.
These proceeds were used by JMB/NYC to make a payment of approximately
$443,000 on the Purchase Note tranche held by its limited partners. The
limited partners repaid the advances of approximately $425,000 made by the
Affiliated Partners (of which the Partnership advanced approximately
$105,000) in December 1999.
<PAGE>
In connection with the Restructuring, approximately $4,460,000 in face
amount at maturity of U.S. Treasury securities held as collateral for the
indemnification obligations of the Affiliated Partners was released from
escrow and returned to the Affiliated Partners (of which approximately
$1,027,000 was distributed to the Partnership). The remaining face amount
of the securities will be held as collateral for the indemnification
obligations for the Affiliated Partners relating to 1290 Avenue of the
Americas 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 the
1290 Partnership. The Partnership expects its share of the remaining
collateral, including interest earned thereon, to be returned after the
termination of the indemnification obligations. Upon return of such funds,
any remaining advances made by JMB (including accrued and deferred
interest) and other amounts due JMB will be repaid. Only after
establishing an appropriate working capital reserve would the remainder of
such funds, if any, be available for distribution to the partners of the
Partnership. The level of distributable cash is dependent upon the amount
of advances made by JMB.
Due to, among other things, the level of indebtedness on 1290 Avenue
of the Americas, the Purchase Note payable by JMB/NYC, the significant
preference levels to other partners within the 1290 Partnership and the
purchase rights with respect to JMB/NYC's indirect interests in the 1290
Partnership and the 237 Partnership, it is unlikely that JMB/NYC will make
any significant distributions to the Partnership.
The amount of any future Partnership distributable cash is dependent
upon the amount of advances made by JMB, which must be repaid before
distributions are made to the General Partners and Holders of Interests.
It is unlikely that any significant distributions will be made by the
Partnership at any time. However, in the event of a sale or other
disposition of the Properties, or of JMB/NYC's interests in the 1290
Partnership and the 237 Partnership, the Holders of Interests will be
allocated substantial net gain for Federal income tax purposes
(corresponding at a minimum to all or most of their deficit capital
accounts for tax purposes) even though the Partnership would not be able to
make any significant amounts of distributions. For certain Holders of
Interests, such gain may be largely offset by suspended passive activity
losses, if any. Each Holder's tax liability will depend on such Holder's
own tax situation.
RESULTS OF OPERATIONS
The increase in note payable to an affiliate - current portion and the
decrease in note payable to an affiliate as of September 30, 2000 compared
to December 31, 1999 is due to the note payable to an affiliate (i.e.,
JMB), which is due on June 30, 2001, becoming classified as current as of
July 1, 2000.
The decrease in accounts payable as of September 30, 2000 compared to
December 31, 1999 is primarily due to timing of payments for certain of the
Partnership's general and administrative costs.
The decrease in interest expense for the three and nine months ended
September 30, 2000 as compared to the three and nine months ended
September 30, 1999 is primarily due to the Partnership's payment, in
December 1999, of $1,105,187, which reduced the principal and deferred
interest of the note payable to an affiliate (i.e., JMB) and therefore
reduced the amount of interest accrued on such note in 2000. Additionally,
the decrease in interest expense is due to the 1999 retirement of
approximately $671,000 of obligations to fund additional paid-in capital to
Carlyle Investors, Inc. and Carlyle Managers, Inc. Reference is made to
the Notes for further discussion of retirement of these obligations.
<PAGE>
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 for JMB/NYC. The lower amounts of such reduction for the
three and nine months ended September 30, 2000, compared to the same
periods of 1999 are primarily due to the release of a portion of the funds
held in escrow in connection with the Restructuring in 1999 and a
corresponding reduction in the amount of interest earned on the lower
escrow balance during 2000.
<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.
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, 2000
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, 2000
