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, 1996 Commission file number 0-16516
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XVI
(Exact Name of registrant as specified in its charter)
Illinois 36-3437938
(State of organization) (IRS Employer Identification No.)
900 N. Michigan Ave., Chicago, IL 60611
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code 312/915-1987
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION
Item 1. Financial Statements . . . . . . . . . . . . . . . 3
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations. . . . . . . . 12
PART II OTHER INFORMATION
Item 3. Defaults Upon Senior Securities. . . . . . . . . . 13
Item 5. Other Information. . . . . . . . . . . . . . . . . 14
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . 15
<TABLE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CARLYLE REAL ESTATE LIMITED PARTNERSHIP-XVI
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED BALANCE SHEETS
JUNE 30, 1996 AND DECEMBER 31, 1995
(UNAUDITED)
ASSETS
------
<CAPTION>
JUNE 30, DECEMBER 31,
1996 1995
------------- ------------
<S> <C> <C>
Current assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . $ 13,615,873 13,734,366
Interest, rents and other receivables, net of allowances for
doubtful accounts of approximately $896,000 and $619,000 at
June 30, 1996 and December 31, 1995, respectively. . . . . . . . . . 426,830 629,945
Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . . . 78,740 178,944
------------ ------------
Total current assets. . . . . . . . . . . . . . . . . . . . . . 14,121,443 14,543,255
------------ ------------
Investment properties, at cost:
Buildings and improvements. . . . . . . . . . . . . . . . . . . . . . 60,103,528 60,100,323
Less accumulated depreciation . . . . . . . . . . . . . . . . . . . . 15,027,609 14,023,956
------------ ------------
Total investment properties, net of accumulated depreciation. . 45,075,919 46,076,367
Investment in unconsolidated ventures, at equity. . . . . . . . . . . . 5,399,600 2,723,887
Deferred expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . 581,402 559,909
Notes receivable. . . . . . . . . . . . . . . . . . . . . . . . . . . . 172,192 205,418
Accrued rents receivable. . . . . . . . . . . . . . . . . . . . . . . . 2,188,649 2,117,997
------------ ------------
$ 67,539,205 66,226,833
============ ============
LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
-----------------------------------------------------
Current liabilities:
Current portion of long-term debt . . . . . . . . . . . . . . . . . . $ 382,180 360,031
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . 585,227 526,743
Accrued interest. . . . . . . . . . . . . . . . . . . . . . . . . . . 530,684 511,832
------------ ------------
Total current liabilities . . . . . . . . . . . . . . . . . . 1,498,091 1,398,606
Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . . . 54,451 47,950
Ground rent payable . . . . . . . . . . . . . . . . . . . . . . . . . . 1,094,326 1,059,000
Investment in unconsolidated ventures, at equity. . . . . . . . . . . . 12,239,128 6,274,627
Long-term debt, less current portion. . . . . . . . . . . . . . . . . . 41,288,571 41,485,363
------------ ------------
Commitments and contingencies
Total liabilities . . . . . . . . . . . . . . . . . . . . . . 56,174,567 50,265,546
Venture partners' subordinated equity in ventures . . . . . . . . . . . 3,889,101 4,190,839
Partners' capital accounts (deficits):
General partners:
Capital contributions . . . . . . . . . . . . . . . . . . . . . . . 20,000 20,000
Cumulative net earnings (losses). . . . . . . . . . . . . . . . . . (3,430,557) (3,191,849)
Cumulative cash distributions . . . . . . . . . . . . . . . . . . . (1,413,174) (1,394,169)
------------ ------------
(4,823,731) (4,566,018)
------------ ------------
Limited partners:
Capital contributions, net of offering
costs and purchase discounts. . . . . . . . . . . . . . . . . . . 120,541,353 120,541,353
Cumulative net earnings (losses). . . . . . . . . . . . . . . . . . (62,438,542) (59,093,511)
Cumulative cash distributions . . . . . . . . . . . . . . . . . . . (45,803,543) (45,111,376)
------------ ------------
12,299,268 16,336,466
------------ ------------
Total partners' capital accounts. . . . . . . . . . . . . . . . 7,475,537 11,770,448
------------ ------------
$ 67,539,205 66,226,833
============ ============
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<TABLE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XVI
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE AND SIX MONTHS ENDED JUNE 30, 1996 AND 1995
(UNAUDITED)
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30 JUNE 30
-------------------------- --------------------------
1996 1995 1996 1995
----------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
Income:
Rental income . . . . . . . . . . . . . . . . . $ 2,539,464 2,599,282 5,257,273 5,279,902
Interest income . . . . . . . . . . . . . . . . 171,130 219,535 405,243 462,852
----------- ---------- ----------- ----------
2,710,594 2,818,817 5,662,516 5,742,754
----------- ---------- ----------- ----------
Expenses:
Mortgage and other interest . . . . . . . . . . 1,272,264 1,261,089 2,525,911 2,544,206
Depreciation. . . . . . . . . . . . . . . . . . 501,826 501,223 1,003,653 1,002,433
Property operating expenses . . . . . . . . . . 1,313,951 1,169,652 2,558,514 2,460,456
Professional services . . . . . . . . . . . . . 44,481 42,621 132,637 183,618
Amortization of deferred expenses . . . . . . . 28,519 25,494 56,772 50,987
Management fees to corporate general
partner . . . . . . . . . . . . . . . . . . . 7,044 38,985 31,675 80,752
General and administrative. . . . . . . . . . . 91,262 84,350 219,563 184,943
----------- ---------- ----------- ----------
3,259,347 3,123,414 6,528,725 6,507,395
----------- ---------- ----------- ----------
Operating earnings (loss) . . . . . . . . (548,753) (304,597) (866,209) (764,641)
Partnership's share of earnings (loss)
from operations of unconsolidated
ventures. . . . . . . . . . . . . . . . . . . . (736,199) (297,112) (6,197,893) (181,559)
Venture partners' share of ventures'
operations. . . . . . . . . . . . . . . . . . . 194,656 122,952 301,738 424,172
----------- ---------- ----------- ----------
Net operating earnings (loss) . . . . . . (1,090,296) (478,757) (6,762,364) (522,028)
Gain on sale of Partnership's investment
in unconsolidated ventures. . . . . . . . . . . 3,211,946 61,647 3,309,104 667,443
----------- ---------- ----------- ----------
Net operating earnings (loss)
before extraordinary item . . . . . . . 2,121,650 (417,110) (3,453,260) 145,415
Extraordinary item:
Partnership's share of unconsolidated
venture debt prepayment penalty . . . . . . (130,479) -- (130,479) --
----------- ---------- ----------- ----------
Net earnings (loss) . . . . . . . . . . . $ 1,991,171 (417,110) (3,583,739) 145,415
=========== ========== =========== ==========
Net earnings (loss) per limited
partnership interest:
Net operating earnings (loss). . . . . $ (7.46) (3.27) (46.26) (3.57)
Gain on sale of Partnership's
investment in unconsolidated
ventures. . . . . . . . . . . . . . . 22.65 .44 23.34 4.71
Extraordinary item . . . . . . . . . . (.92) -- (.92) --
----------- ---------- ----------- ----------
$ 14.27 (2.83) (23.84) 1.14
=========== ========== =========== ==========
Cash distributions per
limited partnership
interest (including
Georgia State withholding
taxes). . . . . . . . . . . . . . . . . $ 5.00 4.00 5.00 8.00
=========== ========== =========== ==========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<TABLE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XVI
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 1996 AND 1995
(UNAUDITED)
<CAPTION>
1996 1995
------------ ------------
<S> <C> <C>
Cash flows from operating activities:
Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (3,583,739) 145,415
Items not requiring (providing) cash or cash equivalents:
Depreciation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,003,653 1,002,433
Amortization of deferred expenses . . . . . . . . . . . . . . . . . . . 56,772 50,987
Partnership's share of (earnings) loss from operations of
unconsolidated ventures (net of distributions). . . . . . . . . . . . 6,433,929 181,559
Venture partners' share of ventures' operations . . . . . . . . . . . . (301,738) (424,171)
Gain on sale of Partnership's investment in
unconsolidated ventures . . . . . . . . . . . . . . . . . . . . . . . (3,309,104) (667,443)
Extraordinary item. . . . . . . . . . . . . . . . . . . . . . . . . . . 130,479 --
Changes in:
Interest, rents and other receivables . . . . . . . . . . . . . . . . . 203,115 425,459
Other prepaid expenses. . . . . . . . . . . . . . . . . . . . . . . . . 100,204 114,615
Notes receivable. . . . . . . . . . . . . . . . . . . . . . . . . . . . 33,226 (31,849)
Accrued rents receivable. . . . . . . . . . . . . . . . . . . . . . . . (70,652) (179,458)
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . 58,484 (58,189)
Accrued interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . 18,852 18,142
Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . . . 6,501 (18,375)
Ground rent payable . . . . . . . . . . . . . . . . . . . . . . . . . . 35,326 89,729
----------- -----------
Net cash provided by (used in)
operating activities. . . . . . . . . . . . . . . . . . . . . . . 815,308 648,854
----------- -----------
Cash flows from investing activities:
Net sales and maturities of short-term investments. . . . . . . . . . . . -- 580,248
Additions to investment properties. . . . . . . . . . . . . . . . . . . . (3,205) (9,953)
Partnership's distributions from unconsolidated ventures. . . . . . . . . 33,484 129,663
Partnership's contributions to unconsolidated ventures. . . . . . . . . . -- (45,000)
Payment of deferred expenses. . . . . . . . . . . . . . . . . . . . . . . (78,265) (76,565)
----------- -----------
Net cash provided by (used in) investing activities . . . . . . . . (47,986) 578,393
----------- -----------
Cash flows from financing activities:
Principal payments on long-term debt. . . . . . . . . . . . . . . . . . . (174,643) (154,987)
Venture partners' distributions from venture. . . . . . . . . . . . . . . -- (24,496)
Venture partners' contributions to venture. . . . . . . . . . . . . . . . -- 137,120
Distributions to limited partners . . . . . . . . . . . . . . . . . . . . (692,167) (1,122,762)
Distributions to general partners . . . . . . . . . . . . . . . . . . . . (19,005) (48,451)
----------- -----------
Net cash provided by (used in) financing activities . . . . . . . . (885,815) (1,213,576)
----------- -----------
Net increase (decrease) in cash and cash equivalents. . . . . . . . (118,493) 13,671
Cash and cash equivalents, beginning of the year. . . . . . . . . . 13,734,366 14,266,786
----------- -----------
Cash and cash equivalents, end of the period. . . . . . . . . . . . $13,615,873 14,280,457
=========== ===========
Supplemental disclosure of cash flow information:
Cash paid for mortgage and other interest . . . . . . . . . . . . . . . . $ 2,507,059 2,526,064
=========== ===========
Non-cash investing and financing activities . . . . . . . . . . . . . . . $ -- --
=========== ===========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XVI
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1996 AND 1995
(UNAUDITED)
GENERAL
Readers of this quarterly report should refer to the Partnership's
audited financial statements for the year ended December 31, 1995, which
are included in the Partnership's 1995 Annual Report on Form 10-K (File No.
0-16516) filed on March 25, 1996, 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 meaning as in the
Partnership's 1995 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 at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
Certain amounts reported in the 1995 financial statements have been
reclassified to conform with the 1996 presentation.
Statement of Financial Accounting Standards No. 121 was adopted by the
Partnership on January 1, 1996.
TRANSACTIONS WITH AFFILIATES
The Partnership, pursuant to the Partnership Agreement, is permitted
to engage in various transactions involving the Corporate General Partner
and its affiliates including the reimbursement for salaries and salary-
related expenses of its employees, certain of its officers, and other
direct expenses relating to the administration of the Partnership and the
operation of the Partnership's investments. Fees, commissions and other
expenses required to be paid by the Partnership (or its consolidated
venture) to the General Partners and their affiliates as of June 30, 1996
and for the six months ended June 30, 1996 and 1995 were as follows:
Unpaid at
June 30,
1996 1995 1996
-------- ------ ---------
Management fees to
Corporate General
Partner. . . . . . . . . . . $ 31,675 80,752 --
Insurance commissions . . . . 27,254 19,277 --
Reimbursement (at cost)
for out-of-pocket
salary and salary-related
expenses related to the
on-site personnel and for
other costs for the
Partnership and its
investment properties. . . . 51,565 65,177 48,560
-------- ------- ------
$110,494 165,206 48,560
======== ======= ======
An affiliate of the General Partners guaranteed payment to the
unaffiliated third party property manager for the property management and
leasing fees relating to the 260 Franklin property. As of June 30, 1996,
$521,757 and $988,375 of management and leasing fees payable to the
unaffiliated third party property manager and the affiliate of the General
Partners, respectively, were unpaid, of which the Partnership's share is
$156,527 and $296,513, respectively.
260 FRANKLIN
Occupancy of the property at June 30, 1996 has dropped to 95% from 98%
at year-end 1995 and, in the remaining portion of 1996, the leases of
tenants occupying approximately 31,000 square feet (approximately 9% of the
property) expire. There can be no assurance that these leases will renew
and therefore significant costs related to re-leasing this space may be
incurred.
The long-term mortgage loan in the original principal amount of
approximately $75,000,000 matured January 1, 1996. 260 Franklin, as of
such date, began submitting the net operating cash flow of the property to
the lender while seeking an extension or refinancing of the loan. However,
there can be no assurance that the joint venture will be able to obtain any
such modification or extension. If 260 Franklin is unable to refinance or
extend the mortgage loan, the Partnership may decide not to commit any
significant additional funds. This may result in 260 Franklin and the
Partnership no longer having an ownership interest in the property. This
would result in 260 Franklin and the Partnership recognizing a gain for
financial reporting and Federal income tax purposes with no distributable
proceeds.
260 Franklin recorded a provision for value impairment of $17,400,000
as of January 1, 1996, of which the Partnership's share is $5,220,000.
VILLAGES NORTHEAST
On May 7, 1996, the Partnership sold (through the Villages Northeast
venture) the Dunwoody apartment complex to the unaffiliated venture
partner, pursuant to such venture partner's right of first refusal, for
$47,000,000 less brokerage commissions, transfer taxes and legal fees of
approximately $470,000. Approximately $30,900,000 of the sales proceeds
was utilized to retire the mortgage debt including a prepayment penalty of
approximately $435,000 (of which the Partnership's share of approximately
$130,500 was reported as an extraordinary item in the 1996 consolidated
financial statements). Additionally, approximately $787,000 (of which the
Partnership's share was approximately $236,000) was paid to the State of
Georgia on behalf of the Limited Partners for withholding tax related to
the sale. As a result of the sale, the Partnership recognized a gain of
approximately $3,100,000 for financial reporting purposes at June 30, 1996
and expects to recognize a gain of approximately $8,000,000 for Federal
income tax purposes in 1996. The Partnership will be making a distribution
of $30 per Interest from the net sales proceeds of this sale in August
1996.
The property was classified as held for sale or disposition as of
January 1, 1996 and therefore has not been subject to continued
depreciation. The unconsolidated venture had revenues of $2,560,507 and
$3,691,518 and operating expenses of $2,251,414 and $3,893,497 for the six
months ended June 30, 1996 and 1995, of which the Partnership's share of
income (loss) was $83,455 and ($54,534), respectively. The property had a
net carrying value of $35,681,989 at December 31, 1995.
PALM DESERT TOWN CENTER
Occupancy at the portion of the shopping center in which the
Partnership owns an interest at June 30, 1996 decreased to 92% from 93% at
December 31, 1995. Sales at the center have been negatively impacted
during the last several quarters by new competition in the center's trade
area. The center will continue to be subject to increased competition from
new developments that are expected to be opening in the vicinity in the
near future. In addition, the property's operations have been affected by
tenant bankruptcies during the past year. The property is operating at an
approximately break-even level.
The joint venture is considering a possible expansion of the mall and
restructuring of the ground lease and loan. In the event that the joint
venture decides to proceed, the Partnership would utilize its funds to pay
for its share of costs.
NEWPARK MALL
As a result of the recent acquisition by Federated Department Stores
of the company which owns the Emporium Capwell store at NewPark Mall,
Federated, which also owns the Macy's store at NewPark, has approached the
joint venture regarding the possible sale of the Emporium building to the
joint venture. This would be accompanied by the closing of the Emporium
Capwell operations at the mall. In the event that the joint venture
decides to proceed with this transaction, the Partnership would utilize its
funds to pay for its share of the costs of acquiring the building and re-
merchandising the store with a replacement operator.
In response to uncertainty concerning the Partnership's ability to
recover the net carrying value of the NewPark Mall investment property
through future operations or sale and since the Partnership has shortened
its intended holding period for this investment to not later than 1999, the
NewPark venture, in accordance with SFAS 121, recorded a provision for
value impairment at June 30, 1996 in the amount of $8,600,000 of which the
Partnership's share is $430,000. Such provision was recorded to reduce the
venture's carrying value of the investment property to its estimated fair
market value.
UNCONSOLIDATED VENTURES - SUMMARY INFORMATION
Summary income statement information for 260 Franklin for the six
months ended June 30, 1996 and 1995 is as follows:
1996 1995
----------- ----------
Total income . . . . . . . . . $ 5,187,622 5,922,774
Expenses applicable to
operating loss . . . . . . . 25,136,202 8,256,025
----------- ----------
Operating loss . . . . . . . . $19,948,580 2,333,251
=========== ==========
Partnership's share of loss. . $ 5,984,574 699,975
=========== ==========
ADJUSTMENTS
In the opinion of the Corporate General Partner, all adjustments
(consisting solely of normal recurring adjustments) necessary for a fair
presentation have been made to the accompanying figures as of June 30, 1996
and for the three and six months ended June 30, 1996 and 1995.
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Reference is made to the notes to the accompanying financial
statements for additional information concerning the Partnership's
investment properties. Capitalized terms used in this report and not
otherwise defined have the same meaning as in the Partnership's 1995 Annual
Report on Form 10-K.
During the second quarter some of the Limited Partners in the
Partnership received from an unaffiliated third party an unsolicited tender
offer to purchase up to 12,150 Interests in the Partnership at between $80
and $100 per Interest. The Partnership recommended against acceptance of
this offer on the basis that, among other things, the offer price was
inadequate. In June such offer expired with approximately 1,549 Interests
being purchased by such unaffiliated third party pursuant to such offer.
In addition, the Partnership has, from time to time, received inquires from
other third parties that may consider making offers for Interests,
including requests for the list of Limited Partners in the Partnership.
These inquiries are generally preliminary in nature. There is no assurance
that any other third party will commence an offer for Interests, the terms
of any such offer or whether any such offer, if made, will be consummated,
amended or withdrawn. The board of directors of JMB Realty Corporation
("JMB") the corporate general partner of the Partnership, has established a
special committee (the "Special Committee") consisting of certain directors
of JMB to deal with all matters relating to tender offers for Interests in
the Partnership, including any and all responses to such tender offers.
The Special Committee has retained independent counsel to advise it in
connection with any potential tender offers for Interests and has retained
Lehman Brothers Inc. as financial advisor to assist the Special Committee
in evaluating and responding to any additional potential tender offers for
Interests. Expenses incurred in connection with the previous tender offers
and additional potential tender offers for Interests are expected to
increase Partnership operating expenses in the third quarter.
On May 7, 1996, the joint venture through which the Partnership owned
an interest in the Dunwoody Crossing Apartments sold the property to the
unaffiliated venture partner for $47,000,000. The Partnership will be
making a distribution of $30.00 per Interest from the net sale proceeds of
this sale in August 1996.
After reviewing the remaining properties and the marketplaces in which
they operate, the General Partners of the Partnership expect to be able to
conduct an orderly liquidation of its remaining investment portfolio as
quickly as practicable. As a result, the affairs of the Partnership are
expected to be wound up no later than December 31, 1999 (sooner if the
properties are sold in the near term), barring unforeseen economic
developments. The Partnership's goal of capital appreciation will not be
achieved. Moreover, although the Partnership expects to distribute sale
proceeds from the disposition of the Partnership's remaining assets,
aggregate sale distributions received by Limited Partners over the entire
term of the Partnership will be significantly less than their original
investment. However, in connection with sales or other dispositions
(including transfers of title to a lender) of properties (or interests
therein) owned by the Partnership or its joint ventures, the Limited
Partners may be allocated substantial gain for Federal income tax purposes
regardless of whether any proceeds are distributable from such sales or
other dispositions.
RESULTS OF OPERATIONS
The decrease in interest, rents and other receivables at June 30, 1996
as compared to December 31, 1995 is primarily due to an increase in the
allowance for doubtful accounts as a result of tenant bankruptcies at Palm
Desert Town Center.
The decrease in prepaid expenses at June 30, 1996 as compared to
December 31, 1995 is primarily due to the timing of payment of insurance
premiums at Palm Desert Town Center.
The increase in investment in unconsolidated ventures, at equity at
June 30, 1996 as compared to December 31, 1995 and the increase in gain on
sale of Partnership's investment in unconsolidated ventures for the three
and six months ended June 30, 1996 as compared to the three and six months
ended June 30, 1995 is due primarily to the recognition of gain on sale of
the Partnership's interest in Dunwoody Crossing Apartments. The increase
is partially offset by the Partnership's share ($430,000) of NewPark Mall's
provision for value impairment recorded at June 30, 1996 at the NewPark
Mall venture.
The increased deficit in investment in unconsolidated ventures, at
equity at June 30, 1996 as compared to December 31, 1995 and the increase
in Partnership's share of loss from operations of unconsolidated ventures
for the six months ended June 30, 1996 as compared to the previous year is
primarily due to the Partnership's share ($5,220,000) of 260 Franklin's
provision for value impairment recorded at January 1, 1996 at the 260
Franklin venture.
The decrease in interest income for the three and six months ended
June 30, 1996 as compared to the three and six months ended June 30, 1995
is primarily due to a lower average cash balance invested by the
Partnership in 1996.
The decrease in venture partners' share of venture operations for the
six months ended June 30, 1996 as compared to the six months ended June 30,
1995 is primarily due to the change in the allocation of the losses under
the venture agreement for Palm Desert related to the satisfaction in the
fourth quarter of 1995 of the venture partner's obligations to contribute
to the venture for operating deficits and the Partnership's and the
Affiliated Partner's preferred returns.
The extraordinary item reported for the three and six months ended
June 30, 1996 represents the Partnership's share of pre-payment penalties
resulting from the extinguishment of debt related to the 1996 sale of
Dunwoody Crossing Apartments.
PART II. OTHER INFORMATION
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
The mortgage loan in the current amount of approximately $89,000,000
(including accrued interest) secured by 260 Franklin Street matured on
January 1, 1996. 260 Franklin, as of such date suspended debt service on
the loan and began submitting the net cash flow of the property to the
lender (Teachers Insurance and Annuity Association of America) while
seeking an extension or refinancing of the loan. As of June 30, 1996,
approximately $2,996,000 of interest on the mortgage loan was in arrears.
<TABLE>
ITEM 5. OTHER INFORMATION
OCCUPANCY
The following is a listing of approximate occupancy levels by quarter for the Partnership's investment
properties:
<CAPTION>
1995 1996
-------------------------------------- -------------------------------
At At At At At At At At
3/31 6/30 9/30 12/31 3/31 6/30 9/30 12/31
---- ---- ---- ----- ---- ---- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1. 260 Franklin Street Building
Boston, Massachusetts. . . . 99% 99% 99% 98% 96% 95%
2. Dunwoody Crossing
(Phase I, II, and III)
Apartments
DeKalb County (Atlanta),
Georgia. . . . . . . . . . . 93% 93% 93% 91% 90% N/A
3. NewPark Mall
Newark (Alameda County),
California . . . . . . . . . 80% 80% 80% 80% 79% 79%
4. Palm Desert Town Center
Palm Desert (Palm Springs),
California . . . . . . . . . 97% 96% 93% 93% 91% 92%
<FN>
- ------------------
An "N/A" indicates that the property was not owned by the Partnership at the end of the quarter.
</TABLE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
3 and
4-A. The Amended and Restated Agreement of Limited Partnership and
the Assignment Agreement set forth as Exhibit B to the Prospectus, copies
of which are hereby incorporated by reference to Exhibit 3 and Exhibit 4-A
to the Partnership's report for December 31, 1992 on Form 10-K (File No. 0-
16516) dated March 19, 1993.
4-B. Documents relating to the loan modification of the mortgage loan
secured by the 260 Franklin Street Building is hereby incorporated by
reference to Exhibit 4-B to the Partnership's report for December 31, 1991
on Form 10-K (File No. 0-16516) dated March 27, 1992.
4-C. Documents relating to the Promissory Note secured by NewPark
Mall dated December 19, 1995 are hereby incorporated by reference to the
Partnership's report for December 31, 1995 on Form 10-K (File No. 0-16516)
dated March 25, 1996.
10-A. Escrow Deposit Agreement is hereby incorporated by reference to
Exhibit 10.1 to the Partnership's Amendment No. 1 to Form S-11 (File No.
33-3567) Registration Statement dated May 14, 1986.
10-B. Acquisition documents relating to the purchase of an interest in
the 260 Franklin Street Building, Boston, Massachusetts, are hereby
incorporated herein by reference to Exhibit 10.4 to the Partnership's
Amendment No. 2 to Form S-11 (File No. 33-3567) dated July 25, 1986.
10-C. Additional acquisition documents relating to the purchase of an
interest in the 260 Franklin Street Building, Boston, Massachusetts, are
hereby incorporated herein by reference to Exhibit 10.4.1 to the
Partnership's Post-Effective Amendment No. 1 to Form S-11 (File No. 33-
3567) dated September 30, 1986.
10-D. Acquisition documents relating to the purchase by the
Partnership of an interest in NewPark Mall in Newark (Alameda County),
California, are hereby incorporated herein by reference to Exhibit 10.6 to
the Partnership's Post-Effective Amendment No. 2 to Form S-11 (File No. 33-
3567) dated December 30, 1986.
10-E. Acquisition documents relating to the acquisition by the
Partnership of an interest in the Palm Desert Town Center in Palm Desert,
California, dated December 23, 1988 are hereby incorporated by reference to
Exhibit 1 to the Partnership's Form 8-K (File No. 0-16516) dated January 6,
1989.
10-F. Modification to Reserve Escrow Agreement relating to the 260
Franklin Street Building is hereby incorporated by reference to the
Partnership's Form 10-Q for March 31, 1995 (File No. 0-16516) dated May 11,
1995.
10-G. Sale documents relating to the contract for sale between VNE
Partners, L.P. and Post Apartment Homes, L.P. dated May 7, 1996 regarding
the sale of the Partnership's interest in the Dunwoody Crossing Apartments
is filed herewith.
27. Financial Data Schedule
(b) The following reports on Form 8-K were filed since the beginning of
the last quarter of the period covered by this report.
None.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XVI
BY: JMB Realty Corporation
(Corporate General Partner)
By: GAILEN J. HULL
Gailen J. Hull, Senior Vice President
Date: August 9, 1996
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following person in the capacity
and on the date indicated.
GAILEN J. HULL
Gailen J. Hull, Principal Accounting Officer
Date: August 9, 1996
CARLYLE - XVI -- EXHIBIT 10-G.
CLOSING CERTIFICATE AND AGREEMENT
THIS CLOSING CERTIFICATE AND AGREEMENT (this "AGREEMENT") is made and
entered into as of May 7, 1996 (the "CLOSING DATE") with respect to the
sale by and between VNE PARTNERS, L.P. ("SELLER") and POST APARTMENT HOMES,
L.P. ("BUYER") of approximately 90.23 acres of land located in Land Lots
334, 342, 343 and 348 of the 18th District, DeKalb County, Georgia and more
particularly described on EXHIBITS A-1, A-2 AND A-3, attached hereto and
made a part hereof (collectively, the "LAND").
WITNESSETH, THAT:
WHEREAS, Seller is a partnership comprised of Villages Northeast
Associates, an Illinois general partnership ("ASSOCIATES"), and Post
Villages Northeast, Ltd., a Georgia limited partnership ("POST").
WHEREAS, Associates, on behalf of Seller, received an offer to
purchase the Land and any improvements, structures or fixtures located on
the Land (the "IMPROVEMENTS"), consisting of an apartment community
commonly known as "Dunwoody Crossing Apartments" located in Atlanta,
Georgia, from Heitman/JMB Advisory Corporation ("H/JMB"), for Forty-Seven
Million Dollars ($47,000,000). as more particularly described in that
certain letter of intent ("LETTER OF INTENT"), dated December 8, 1995,
between H/JMB and Seller;
WHEREAS, the transactions contemplated by the Letter of Intent were
subject to the rights of Post to acquire the partnership interests of
Associates in Seller on terms which would produce the same amounts to
Associates which a sale by Seller of the Land and the Improvements would
produce pursuant to the partnership agreement of Seller;
WHEREAS, Post has requested that its rights to acquire Associates
partnership interests instead be structured as a sale by Seller of the Land
and Improvements, and has assigned it rights to acquire the same to Buyer;
and
WHEREAS, simultaneous with the execution hereof, Buyer is paying to
Seller the Forty-Seven Million Dollars ($47,000,000) purchase price,
adjusted by prorations as specified in the closing statement, Seller is
delivering that certain Limited Warranty Deed conveying the Land to Buyer,
and Seller and Buyer are entering into that certain Bill of Sale and
Assignment and Assumption Agreement of even date herewith by and between
Buyer and Seller (the "BILL OF SALE"), whereby Seller is assigning all of
its right, title and interest in certain tangible and intangible personal
property located on or about the Land or located within the Improvements.
The Land, Improvements, personal and intangible property being transferred
in connection with the transactions contemplated herein are collectively
referred to as the "BUSINESS PROPERTY".
NOW, for and in consideration of Ten Dollars (10.00) and other good
and valuable consideration, in hand paid and before the sealing and
delivery of these presents, the receipt, adequacy and sufficiency whereof
are hereby acknowledged, Seller and Buyer agree as follows:
A. GENERAL DISCLAIMER. Except as specifically set forth in this
Agreement, the sale of the Business Property hereunder is and will be made
on an "as is" basis, without representations and warranties of any kind or
nature, express, implied or otherwise, including, but not limited to, any
representation or warranty concerning title to the Business Property, the
physical condition of the Business Property (including, but not limited to,
the condition of the soil or the Improvements), the environmental condition
of the Business Property (including, but not limited to, the presence or
absence of hazardous substances on or respecting the Business Property),
the compliance of the Business Property with applicable laws and
regulations (including, but not limited to, zoning and building codes or
the status of development or use rights respecting the Business Property),
the financial condition of the Business Property or any other
representation or warranty respecting income, expenses, charges, liens or
encumbrances, rights or claims on, affecting or pertaining to the Business
Property or any part thereof. Buyer acknowledges that, Buyer has examined,
reviewed and inspected all matters which in Buyer's judgement bear upon the
Business Property and its value and suitability for Buyer's purposes.
Buyer further acknowledges that Buyer is the successor in interest of the
original developer and original property manager of the Business Property,
and that the general partner of Post is a senior officer and substantial
owner of Buyer. Except as to matters specifically set forth in this
Agreement and the other closing documents, Buyer will acquire the Business
Property solely on the basis of its own physical and financial
examinations, reviews and inspections, the knowledge of Post and Buyer with
respect to the Business Property and the title insurance protection
afforded by the Owner's Policy of Title Insurance being obtained by Buyer
concurrently herewith.
B. SELLER'S REPRESENTATIONS AND WARRANTIES. Seller hereby represents
and warrants to Buyer that Seller has no knowledge that any of the
following statements is untrue (and, for this purpose, Seller's knowledge
shall mean the present actual knowledge of Brian Ellison of JMB Realty
Corporation):
1. PERSONAL PROPERTY. Seller has not previously sold any of its
right, title and interest in and to the personal property listed on EXHIBIT
B hereto (the "PERSONAL PROPERTY") and, except for matters of record, the
interest of Seller therein is free and clear of any liens or encumbrances
created by Seller.
2. CONTINUING CONTRACTS. There are no service contracts or
agreements (other than matters of record, the "Tenant Leases", as
hereinafter defined, or other agreements provided for in this Agreement, if
any) relating to the Property which will be in force after the date hereof
except as described in EXHIBIT C hereto (the "CONTINUING CONTRACTS").
Except as noted on EXHIBIT C, all of the continuing Contracts are
terminable on thirty (30) days notice without payment of any fees.
Additionally, the Property Management Agreement by and between Seller and
Heitman Properties of Georgia Limited has been terminated effective as of
the Closing Date.
3. NOTICES: REQUESTS. Seller has received no written notice from
any government agency or employee or official (in such person's official
capacity) that any government agency currently considers the construction
of the Business Property or the Seller's operation or use the same to have
failed to comply with any law, ordinance, regulation or order or that any
investigation has been commenced or is contemplated respecting any such
possible failure of compliance. Seller has received no written unsatisfied
notice requiring repairs, restorations or improvements from any lender,
insurance carrier or government authority.
4. DUE AUTHORIZATION, EXECUTION, ORGANIZATION, ETC. This
Agreement and all agreements, instruments and documents relating to the
transaction contemplated hereby to be executed or to be caused to be
executed by Seller are duly authorized, executed and delivered by and are
binding upon the same. Seller is a limited partnership, duly organized,
validly existing and in good standing under the laws of the State of
Georgia, and is duly authorized and qualified to do all things required of
it under this Agreement. Seller has the capacity and authority to enter
into this Agreement and to consummate the transactions herein provided, and
nothing prohibits or restricts the right or ability of Seller to close the
transactions contemplated hereunder and carry out the terms hereof.
Neither this Agreement nor any agreement, document or instruction executed
or to be executed in connection with the same, nor anything provided in or
contemplated by this Agreement or any such other agreement, document or
instrument, does now or shall hereafter breach, invalidate, cancel, make
inoperative or interfere with, or result in the acceleration of maturity of
any contract, agreement, lease, easement, right of interest, affecting or
relating to Seller or the Business Property. As of the Closing Date, JMB
Realty Corporation, a Delaware corporation, is a general partner of, and
has authority to bind, Carlyle Real Estate Limited Partnership-XV, an
Illinois limited partnership, and Carlyle Real Estate Limited Partnership-
XVI, an Illinois limited partnership, which are the general partners of,
and have the authority to bind, Villages Northeast Associates, an Illinois
general partnership, which is the sole general partner of Seller. Brian
Ellison, Vice President of JMB Realty Corporation, is fully authorized and
has full power and authority to make any and all decisions, to grant any
and all approvals, to execute any and all documents, and to take any other
action on behalf of Seller pursuant to or in connection with this Agreement
and the sale of the Business Property to Buyer as contemplated hereby and
any such action shall be duly binding on Seller and all partners of Seller
(and Buyer shall have the right to rely conclusively upon any such action).
5. DEFAULT. Seller is not in default in respect of any of its
material obligations or liabilities pertaining to the Business Property.
Without limitation on the foregoing, the Continuing Contracts and the
Tenant Leases are free from material default by Seller and the same (other
than the Tenant Leases) are free from material default by any other party
thereto.
6. LITIGATION: CONDEMNATION. Except for the lawsuits identified
in EXHIBIT D, attached hereto and made a part hereof, there are no actions,
suits or proceedings pending or threatened before or by any judicial,
administrative body or any arbiter or any governmental authority, against
or affecting Seller or the Business Property as to which Seller has been
served any process. Seller has not received any written notice if any
existing, proposed or contemplated eminent domain or similar proceeding
which would affect the Land or Improvements. Seller has executed no
exclusive brokerage agencies which will survive the Closing Date.
7. RENT ROLL. Attached hereto as EXHIBIT E is a full, true and
correct rent roll and lease summary ("RENT ROLL") for the Business Property
as of the date thereof, with respect to each lease of the Business
Property. Any arrearages in the payment of rent of more than thirty (30)
days are set forth in EXHIBIT E, attached hereto and made a part hereof.
C. INDEMNIFICATION.
1. INDEMNIFICATION BY SELLER. Seller shall hold harmless,
indemnify and defend Buyer and the Business Property against any and all
obligations, liabilities and claims asserted by any third party for
Seller's torts related to the Business Property and arising or accruing on
or before the date hereof (but not including, under this clause a request,
demand or other action by any third party relating to the physical or
environmental condition of the Business Property nor shall the foregoing
indemnity cover any matters which were caused by the acts or omissions of
Post, Buyer, Post Properties, Inc. or any predecessor in interest to
Buyer).
2. INDEMNIFICATION BY BUYER. Buyer shall hold harmless, indemnify
and defend Seller from and against any and all obligations, liabilities and
claims related to (a) any and all third party claims for Buyer's torts
related to Business Property and arising or occurring on or after the date
hereof, and (b) any and all loss, damage or third party claims in any way
arising from or in connection with Buyer's inspections or examinations of
the Business Property prior to the date hereof.
3. GENERAL INDEMNITY PROVISIONS. Each indemnity provided for
under this Agreement shall be subject to the following provisions:
a. The indemnity shall cover the costs and expenses of the
indemnitee, including reasonable attorneys' fees, related to any actions,
suits or judgements incident to any of the matters covered by such
indemnity.
b. The indemnitee shall notify the indemnitor of any claim
against the indemnitee covered by the indemnity within 45 days after it has
notice of such claim, but failure to notify the indemnitor shall in no case
prejudice the rights of the indemnitee under this Agreement unless the
indemnitor shall be prejudiced by such failure and then only to the extent
the indemnitor shall be prejudiced by such failure. Should the indemnitor
fail to discharge or undertake to defend the indemnitee against such
liability upon learning of the same, then the indemnitee may settle such
liability, and the liability of the indemnitor hereunder shall be
conclusively established by such settlement, the amount of such liability
to include both the settlement consideration and the reasonable costs and
expenses, including attorneys' fees, incurred by the indemnitee in
effecting such settlement.
c. Each party agrees to cooperate reasonably with the other
in the defense or challenge of any obligation, liability or claim asserted
by any third party, including without limitation reasonable access to the
property files relating to the period covered.
D. BROKERS. Seller acknowledges that Richard Ellis, LLC and The
Plasencia Group, Inc. (collectively, "BROKER") have represented Seller in
connection with the sale of the Business Property to Buyer on the Closing
Date, and that Seller shall be solely responsible for payment of all
commissions or other similar fees or compensation due Broker in connection
with such sale. Other than with respect to Seller's engagement of broker,
Seller represents and warrants to Buyer, and Buyer represents and warrants
to Seller, that no broker or finder had been engaged by it, respectively,
in connection with any of the transactions contemplated by this Agreement
or to its knowledge is in any way connected with any of such transactions.
In the event of a claim for a broker's or finder's fee or commission in
connection herewith, then Seller shall indemnify and defend Buyer from the
same if it shall be based upon any statement or agreement alleged to have
been made by Seller (including without limitation any claim by Broker), and
Buyer shall indemnify and defend Seller from the same if it shall be based
upon any statement or agreement alleged to have been made by Buyer.
E. SURVIVAL; TAXES; FURTHER INSTRUMENTS.
1. GENERAL PROVISION. Except as provided in subsection E.2
below, all warranties, representation, covenants, obligations and
agreements contained in this Agreement shall survive the closing hereunder
and the transfer and conveyance of the Business Property hereunder and any
and all performances hereunder. In the event that any sales or use taxes
shall be determined to be payable in connection with any transfer of assets
provided herein, then such sales or use taxes shall be paid by Buyer. Each
party will, whenever and as often as it shall be requested so to do by the
other, cause to be executed, acknowledged or delivered any and all such
further instruments and documents as may be necessary or proper, in the
reasonable opinion of the requesting party, in order to carry out the
intent and purpose of this Agreement.
2. EXPIRATION DATE. Notwithstanding the provisions of
subsection E.1 above, any cause of action of Buyer of any Buyer's
successors or assigns against Seller by reason of any breach or default by
Seller of any of the representations and warranties contained in this
Agreement shall continue until, but shall lapse as of, the "Expiration
Date," except that the same shall not lapse as to any breach or default
with respect to which Buyer or any successor or assign of either shall
have, on or before the "Expiration Date," commenced suit. As used herein,
"EXPIRATION DATE" means the date which May 7, 1997.
3. BUYER'S KNOWLEDGE. Notwithstanding the foregoing, if
Buyer (or Post or any other affiliated entity) shall have actual knowledge
as of the date hereof that any of the representations or warranties of
Seller contained herein are false or inaccurate or that or that Seller is
in breach or default of any of its obligations under this Agreement, and
the transactions hereunder shall nonetheless close, then Seller shall have
no liability or obligation respecting such false or inaccurate
representations or warranties or other breach or default (and any cause of
action resulting therefrom shall terminate upon such closing hereunder).
F. BUYER'S AUTHORITY. Buyer hereby represents and warrants to
Sellers as follows: This Agreement and all agreements, instruments and
documents herein provided to be executed or to be caused to be executed by
Buyer duly authorized, executed and delivered by and are finding upon the
same. Buyer is a limited partnership, duly organized, validly existing and
in good standing under the laws of the State of Georgia, and is duly
authorized and qualified to do all things required of it under this
Agreement; Buyer has the capacity and authority to enter into this
Agreement and to consummate the transactions herein provided, and nothing
prohibits or restricts the right or ability of Buyer to close the
transactions contemplated hereunder and carry out the terms hereof; neither
this Agreement nor any agreement, document or instrument executed or to be
executed in connection with the same, nor anything provided in or
contemplated by this Agreement or any such other agreement, document or
instrument, does now or shall hereafter breach, invalidate, cancel, make
inoperative or interfere with, or result in the acceleration of maturity
of, any contract, agreement, lease, easement, right or interest, affecting
or relating to Buyer; and that those individuals whose signatures will bind
Buyer include Sherry W. Cohen and _______________.
G. NOTICES. Any notice, request or other communication (a
"NOTICE") required or permitted to be given hereunder shall be in writing
and shall be delivered by hand or overnight courier (such as United Parcel
Service or Federal Express) mailed by United States registered or certified
mail, return receipt requested, postage prepaid and addressed to each party
at its address as first set forth below. Any such notice shall be
considered given on the date of such hand or courier delivery, deposit with
such overnight courier for next business day delivery, or deposit in the
United States mail, but the time period (if any is provided herein) in
which to respond to such notice shall commence on the date of hand or
courier delivery or on the date received following deposit in the United
States mall as provided above. Rejection or other refusal to accept or
inability to deliver because of changed address of which no notice was
given shall be deemed to be receipt of the notice. By giving at least five
(5) days' prior written notice thereof, any party may from time to time and
at any time change its mailing address hereunder. Any notice of any party
may be given by such party's counsel.
TO SELLER:
900 North Michigan Avenue
Suite 3900
Chicago, Illinois 60611-1575
Attention: Mr. Brian K. Ellison
With copy to:
Pircher, Nichols & Meeks
1999 Avenue of the Stars
Los Angeles, California 90067
Attention: Gary M. Laughlin, Esq.
TO BUYER:
Post Apartment Homes, L.P.
3350 Cumberland Circle
Suite 2200
Atlanta, Georgia 30339
Attention: Sherry W. Cohen
With a copy to:
Dan L. Heller Esq.
King & Spalding
191 Peachtree Street
Atlanta, Georgia 30303-1763
H. MISCELLANEOUS. This Agreement contains the entire agreement
between the parties respecting the matters herein set forth and supersedes
all prior agreements between the parties hereto respecting such matters.
Time is of the essence of this Agreement. Section headings shall not be
used in construing this Agreement. If any party obtains a judgement
against any other party by reason of breach of this Agreement, a reasonable
attorneys' fee as fixed by the court shall be included in such judgement.
Except as expressly stated in this Agreement, no remedy conferred upon a
party in this Agreement is intended to be exclusive of any other remedy
herein or by law provided or permitted, but each shall be cumulative and
shall be in addition to every other remedy given hereunder or now or
hereafter existing at law, in equity or by statute. Except as otherwise
expressly provided in this Agreement, no waiver by a party of any beach of
this Agreement or of any warranty or representation hereunder by the other
party shall be deemed to be a waiver of any other breach by such other
party (whether preceding or succeeding and whether or not of the same or
similar nature). no failure or delay by a party to exercise any right it
may have by reason of the default of the other party shall operate as a
waiver of default or modification of this Agreement or shall prevent the
exercise of any right by the first party while the other party continues to
be so in default. Except as otherwise expressly provided herein, any
approval or consent provided to be given by a party hereunder may be given
or withheld in the absolute discretion of such party. This Agreement shall
construed and enforced in accordance with the laws of the State of Georgia.
Each party acknowledges that such party and its counsel, after
negotiation and consultation, have reviewed and revised this Agreement. As
such, the terms of this Agreement shall be fairly construed and the usual
rule of construction, to the effect that any ambiguities herein should be
resolved against the drafting party, shall not be employed in the
interpretation of this Agreement or any amendments, modifications or
exhibits hereto or thereto. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
shall constitute one and the same document. This Agreement and the terms
and provisions hereof shall inure to the benefit of and be binding upon the
successors and assigns of the parties hereto.
I. LIMITATION OF LIABILITY.
1. Notwithstanding anything to the contrary contained herein, if
the closing of the transactions hereunder shall have occurred (and Buyer
shall not have waived, relinquished or released any applicable rights in
further limitation), the aggregate liability of Seller arising pursuant to
or in connection with the representations, warranties, indemnifications,
covenants or other obligations (whether express or implied) of Seller under
this Agreement (or any document executed or delivered in connection
herewith other than the Limited Warranty Deed transferring the Land and
Improvements from Seller to Buyer) shall not exceed $500,000.
2. No constituent partner in or agent of Seller, nor any advisor,
trustee, director, officer, employee, beneficiary, shareholder,
participant, representative or agent of any corporation or trust that is or
becomes a constituent partner in Seller (including, but not limited to,
Carlyle Real Estate Limited Partnership-XV, Carlyle Real Estate Limited
Partnership-XVI, JMB Realty Corporation and the individual(s) specified in
Section B above) shall have any personal liability, directly or indirectly,
under or in connection with this Agreement or any agreement made or entered
into under or pursuant to the provisions of this Agreement, or any
amendment or amendments to any of the foregoing made at any time or times,
heretofore or hereafter, and Buyer and its successors and assigns and,
without limitation, all other persons and entities, shall look solely to
Seller's assets for the payment of any claim or for any performance, and
Buyer, on behalf of itself and its successors and assigns, hereby waives
any and all such personal lability. Notwithstanding anything to the
contrary contained in this Agreement, neither the negative capital account
of any constituent partner in Seller (or in any other constituent partner
of Seller), not any obligation of any constituent partner in Seller ( or in
any other constituent partner of Seller) to restore a negative capital
account or to contribute capital to Seller ( or to any other constituent
partner of Seller), shall at any time be deemed to be the property or an
asset of Seller or any such other constituent partner (and neither Buyer
nor any of its successors or assigns shall have any right to collect,
enforce or proceed against or with respect to any such negative capital
account of partner's obligation to restore or contribute).
[SIGNATURES BEGIN ON NEXT PAGE]
IN WITNESS WHEREOF, Seller and Buyer have each caused this instrument
to be signed, sealed and delivered as of May _____, 1996.
SELLER
VNE PARTNERS, L.P.
a Georgia limited partnership
By: VILLAGES NORTHEAST ASSOCIATES,
an Illinois general partnership, General Partner
By: CARLYLE REAL ESTATE LIMITED
PARTNERSHIP-XV, an Illinois
limited partnership, General Partner
By: JMB REALTY CORPORATION, a
Delaware corporation, Corporate
General Partner
By: Brian K. Ellison
Name: Brian K. Ellison
Title: Vice President
ATTEST: Robert D. Jaffe
Name: Robert D. Jaffe
Title: Assistant Secretary
[CORPORATE SEAL]
By: CARLYLE REAL ESTATE LIMITED
PARTNERSHIP-XVI, an Illinois
limited partnership, General Partner
By: JMB REALTY CORPORATION, a
Delaware corporation, Corporate
General Partner
By: Brian K. Ellison
Name: Brian K. Ellison
Title: Vice President
Attest: Robert D. Jaffe
Name: Robert D. Jaffe
Title: Assistant Secretary
[CORPORATE SEAL]
BUYER:
POST APARTMENT HOMES, L.P., a
Georgia limited partnership
By: Post Properties, Inc., a Georgia
corporation, Sole General Partner
By: Sherry W. Cohen
Name: Sherry W. Cohen
Title: Senior V.P. Sec.
Attest:
Name:
Title:
[Corporate Seal]
<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, 1996 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-31-1996
<PERIOD-END> JUN-30-1996
<CASH> 13,615,873
<SECURITIES> 0
<RECEIVABLES> 505,570
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 14,121,443
<PP&E> 60,103,528
<DEPRECIATION> 15,027,609
<TOTAL-ASSETS> 67,539,205
<CURRENT-LIABILITIES> 1,498,091
<BONDS> 41,288,571
<COMMON> 0
0
0
<OTHER-SE> 7,475,537
<TOTAL-LIABILITY-AND-EQUITY> 67,539,205
<SALES> 5,257,273
<TOTAL-REVENUES> 5,662,516
<CGS> 0
<TOTAL-COSTS> 3,618,939
<OTHER-EXPENSES> 383,875
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,525,911
<INCOME-PRETAX> (866,209)
<INCOME-TAX> 0
<INCOME-CONTINUING> (6,762,364)
<DISCONTINUED> 3,309,104
<EXTRAORDINARY> (130,479)
<CHANGES> 0
<NET-INCOME> (3,583,739)
<EPS-PRIMARY> (23.84)
<EPS-DILUTED> (23.84)
</TABLE>
