SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the period from
January 1, 1999 to
November 8, 1999 Commission file number 000-19496
JMB INCOME PROP.-XIII LIQUIDATING TRUST*
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Illinois 36-3126228
(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
* JMB Income Prop.-XIII Liquidating Trust is the transferee of the
remaining funds of JMB Income Properties, Ltd. - XIII and files reports
under JMB Income Properties, Ltd. - XIII's Commission file number.
The information set forth in this Form 10-K has been included in accordance
with the no-action position granted by the Division of Corporation Finance
of the Securities and Exchange Commission by letter dated May 13, 1999.
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. Not applicable. Reference
is made to the no-action position granted by the Division of Corporation
Finance of the Securities and Exchange Commission by letter dated May 13,
1999.
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. Not applicable.
State the aggregate market value of the voting stock held by nonaffiliates
of the registrant. Not applicable.
Documents incorporated by reference: None
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JMB INCOME PROP.-XIII LIQUIDATING TRUST
INDEX
Page
----
Balance Sheets, November 8, 1999
(Immediately prior to termination) and
December 31, 1998 . . . . . . . . . . . . . . . . . . . 1
Statement of Operations, for the period
from January 1, 1999 to November 8, 1999
(Immediately prior to termination). . . . . . . . . . . 2
Statement of Beneficiaries' Accounts,
for the period from January 1, 1999 to
November 8, 1999 (Immediately prior to termination) . . 3
Statement of Cash Flows, for the period
from January 1, 1999 to November 8, 1999
(Immediately prior to termination). . . . . . . . . . . 4
Notes to Financial Statements . . . . . . . . . . . . . . 5
Signatures . . . . . . . . . . . . . . . . . . . . . . 7
ITEMS NOT INCLUDED:
All other items pursuant to Form 10-K have been omitted as the
required information is inapplicable or the information is presented in the
financial statements or related notes.
i
<PAGE>
JMB INCOME PROP.-XIII LIQUIDATING TRUST
Balance Sheets
November 8, 1999 (Immediately prior to termination)
and December 31, 1998
(Unaudited)
Assets
------
1999 1998
---------- ---------
Cash. . . . . . . . . . . . . . . . . . $1,141,518 1,140,254
---------- ---------
$1,141,518 1,140,254
========== =========
Liabilities and Beneficiaries' Accounts
---------------------------------------
Beneficiaries' accounts (126,414 shares):
Shares of beneficial interest. . . . . $1,140,254 1,140,254
Trust receipts in excess
of disbursements. . . . . . . . . . 1,264 --
---------- ---------
Total beneficiaries' accounts . 1,141,518 1,140,254
---------- ---------
$1,141,518 1,140,254
========== =========
See accompanying notes to financial statements.
<PAGE>
JMB INCOME PROP.-XIII LIQUIDATING TRUST
Statement of Operations
For the period from January 1, 1999 to
November 8, 1999 (Immediately prior to termination)
(Unaudited)
Income:
Interest income . . . . . . . . . . . . . . . . . . $ 42,769
--------
42,769
--------
Expenses:
Professional services . . . . . . . . . . . . . . . 7,987
Administrative expenses . . . . . . . . . . . . . . 33,518
--------
41,505
--------
Net income. . . . . . . . . . . . . . . . . $ 1,264
========
Net income per share of beneficial interest . . . . . $ .01
========
See accompanying notes to financial statements.
<PAGE>
JMB INCOME PROP.-XIII LIQUIDATING TRUST
Statement of Beneficiaries' Accounts
For the period from January 1, 1999 to
November 8, 1999 (Immediately prior to termination)
(Unaudited)
Shares of
Beneficial Interest
-------------------------
Shares Amount
---------- ----------
Balance at December 31, 1998,
(represented by the December 31,
1998 transfer of funds from
JMB Income Properties, Ltd. - XIII) . 126,414 $1,140,254
Net income. . . . . . . . . . . . . . . -- 1,264
---------- ----------
Balance at November 8, 1999 . . . . . . 126,414 $1,141,518
(immediately prior to termination) ========== ==========
See accompanying notes to financial statements.
<PAGE>
JMB INCOME PROP.-XIII LIQUIDATING TRUST
Statement of Cash Flows
For the period from January 1, 1999 to
November 8, 1999 (Immediately prior to termination)
(Unaudited)
Cash flows from operating activities:
Net earnings (loss) . . . . . . . . . . . . . . . . $ 1,264
----------
Net cash provided by (used in)
operating activities. . . . . . . . . . . 1,264
----------
Net increase (decrease) in cash and cash equivalents. 1,264
Cash and cash equivalents, beginning of year. . . . . 1,140,254
----------
Cash and cash equivalents, end of period. . . . . . . $1,141,518
==========
Supplemental disclosure of cash flow information:
Cash paid for mortgage and other interest . . . . . $ --
==========
Non-cash investing and financing activities . . . . $ --
==========
See accompanying notes to financial statements.
<PAGE>
JMB INCOME PROP.-XIII LIQUIDATING TRUST
Notes to Financial Statements
For the period from January 1, 1999 to
November 8, 1999 (Immediately prior to termination)
and for December 31, 1998 and November 8, 1999
(Unaudited)
GENERAL
In connection with the liquidation and termination of JMB Income
Properties, Ltd. - XIII (the "Partnership"), JMB Realty Corporation, the
Managing General Partner of the Partnership, formed a liquidating trust,
JMB Income Prop.-XIII Liquidating Trust (the "Liquidating Trust") in
December 1998, into which all of the Partnership's remaining funds of
$1,140,254, subject to liabilities, were transferred on December 31, 1998.
Such transferred amount represented the maximum estimated potential
obligation (including administrative costs) of the Partnership, including
the Partnership's potential liability with respect to certain
representations and warranties made to the buyer of the Fountain Valley
Industrial Park investment property, which was the last remaining real
estate investment of the Partnership and which was sold December 11, 1998.
In accordance with the agreement for the sale of that property, the
Partnership was required to establish reserves of at least $1,100,000 in
cash or reasonably liquid investments as of the closing date for the
purpose of paying any specified liabilities (as defined) during the
survival period for the Partnership's representations and warranties. Such
representations and warranties expired on June 11, 1999 with no amounts
being required to be paid pursuant to any of the representations or
warranties.
The trustees of the Liquidating Trust are individuals who are officers
of the Managing General Partner. Each holder of limited partnership
interests ("Interests") in the Partnership (other than the special limited
partner) was deemed to be the beneficial owner of a comparable share of the
aggregate beneficial interests in the Liquidating Trust. It was
anticipated that the Liquidating Trust would permit the realization of
substantial cost savings in administrative and other expenses until the
remaining funds were distributed to the beneficiaries of the Liquidating
Trust. The Liquidating Trust was to terminate no later than three years
from its creation, subject to extension under certain circumstances.
The purpose of the Liquidating Trust was to hold the assets of the
Liquidating Trust and to collect the income therefrom, subject to the
payment of all remaining expenses and liabilities of the Partnership,
including those (if any) relating to the representations and warranties
made to the buyer of the Fountain Valley Industrial Park investment
property, and administrative expenses, and to distribute the remaining
assets of the Liquidating Trust to the beneficiaries of the Liquidating
Trust. The statement of operations and the statement of beneficiaries'
accounts for the period ended November 8, 1999 reflect the payments made
for such items prior to the final liquidating distribution to the
beneficiaries.
TRANSACTIONS WITH AFFILIATES
The Liquidating Trust, pursuant to the Liquidating Trust Agreement,
was permitted to engage in various transactions involving the Managing
General Partner of the Partnership 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 Liquidating Trust. Expenses incurred and paid by the
Liquidating Trust to the Managing General Partner and its affiliates (which
payments were consistent with the authorization for reimbursements under
the Partnership Agreement of the Partnership) for the period from
January 1, 1999 to November 8, 1999 were as follows:
<PAGE>
JMB INCOME PROP.-XIII LIQUIDATING TRUST
Notes to Financial Statements
For the period from January 1, 1999 to
November 8, 1999 (Immediately prior to termination)
and for December 31, 1998 and November 8, 1999
(Unaudited)
Reimbursement (at cost) for portfolio management
services. . . . . . . . . . . . . . . . . . . . . . $ 3,472
Reimbursement (at cost) for legal services. . . . . . 8,352
Reimbursement (at cost) for administrative charges
and other out-of-pocket expenses. . . . . . . . . . 676
-------
$12,500
=======
NET INCOME PER SHARE OF BENEFICIAL INTEREST
The net income per share of beneficial interest is based on the number
of interests outstanding in the Liquidating Trust (126,414).
LIQUIDATING DISTRIBUTION PAID
The trustees of the Liquidating Trust determined that all claims,
debts, liabilities and obligations of the Liquidating Trust have been paid
or discharged (except those of the beneficiaries of the Liquidating Trust
with respect to their beneficial interests in the Liquidating Trust).
Accordingly, on or about November 8, 1999, the trustees made a final
liquidating cash distribution of the estate of the Liquidating Trust in the
aggregate amount of $1,141,518 ($9.03 per share of beneficial interest) to
beneficiaries of record on November 1, 1999. Upon distribution of such
amount, the Liquidating Trust terminated.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
JMB INCOME PROP.-XIII LIQUIDATING TRUST
H. RIGEL BARBER
By: H. Rigel Barber, Trustee
Date: November 10, 1999
JEFFREY GLUSKIN
By: Jeffrey Gluskin, Trustee
Date: November 10, 1999
GARY NICKELE
By: Gary Nickele, Trustee
Date: November 10, 1999
