Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: CARLYLE INCOME PLUS, LTD.
Commission File No. 000-16975
Form 10-K/A
Gentlemen:
Transmitted, for the above-captioned registrant, is the
electronically filed executed copy of registrant's current report
on Form 10-K/A Q for the year ended December 31, 1995.
Thank you.
Very truly yours,
CARLYLE INCOME PLUS, LTD.
By: JMB Realty Corporation
Corporate General Partner
By:
Gailen J. Hull, Senior Vice President
and Principal Accounting Officer
GJH/jt
Enclosures
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
Filed Pursuant to Section 12, 13 or 15(d)
of the Securities Exchange Act of 1934
CARLYLE INCOME PLUS, LTD
----------------------------------------------------
(Exact name of registrant as specified in its charter)
Commission File I.R.S. Employer Identification
000-16975 36-3439532
The undersigned registrant hereby amends the following sections
of its Report for the year ended December 31, 1995 on Form 10-K/A
as set forth in the page attached hereto:
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE PARTNERSHIP
Pages 49 to 53
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.
CARLYLE INCOME PLUS, LTD.
By: JMB Realty Corporation
(Corporate General Partner)
By: GAILEN J. HULL
Gailen J. Hull
and Principal Accounting Officer
Dated: May 29, 1996
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
There were no changes in, or disagreements with, accountants
during fiscal year 1995 and 1994.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE PARTNERSHIP
The Corporate General Partner of the Partnership is JMB Realty
Corporation ("JMB"), a Delaware corporation substantially all of
the outstanding stock of which is owned, directly or indirectly,
by certain of its officers, directors, members of their families
and their affiliates. The Corporate General Partner has
responsibility for all aspects of the Partnership's operations.
Effective December 31, 1995, AGPP Associates, L.P. acquired the
general partnership interest in the Partnership of the Associate
General Partner, Carlyle Income Associates, L.P., (which
constituted substantially all of the assets of Carlyle Income
Associates L.P.). AGPP Associates, L.P., an Illinois limited
partnership with JMB as its sole general partner, continues as
the Associate General Partner. The Associate General Partner
may, upon agreement with the Corporate General Partner, from
time to time participate in managing Partnership properties,
including approval of leasing parameters, property management
budgets and changes in investment objectives based on changes in
market conditions. The Associate General Partner shall be
directed by a majority in interest of its limited partners (who
are generally officers, directors and affiliates of JMB or its
affiliates) as to whether to provide its approval (if
applicable) with respect to the management of real property of
the Partnership.
The Partnership is subject to certain conflicts of interest
arising out of its relationships with the General Partners and
their affiliates as well as the fact that the General Partners
and their affiliates are engaged in a range of real estate
activities. Certain services have been and may in the future be
provided to the Partnership or its investment properties by
affiliates of the General Partners, including property
management services and insurance brokerage services. In
general, such services are to be provided on terms no less
favorable to the Partnership than could be obtained from
independent third parties and are otherwise subject to
conditions and restrictions contained in the Partnership
Agreement. The Partnership Agreement permits the General
Partners and their affiliates to provide services to, and
otherwise deal and do business with, persons who may be engaged
in transactions with the Partnership, and permits the
Partnership to borrow from, purchase goods and services from,
and otherwise to do business with, persons doing business with
the General Partners or their affiliates. The General Partners
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and their affiliates may be in competition with the Partnership
under certain circumstances, including, in certain geographical
markets, for tenants for properties and/or for the sale of
properties. Because the timing and amount of cash distributions
and profits and losses of the Partners under the Partnership
Agreement, including whether and when to sell or refinance a
property, the establishment and maintenance of reasonable
reserves, the timing of expenditures and the allocation of
certain tax items under the Partnership Agreement, the General
Partners may have a conflict of interest with respect to such
determinations.
The names, positions held and length of service therein of
each director and the executive and certain other officers of
the Corporate General Partner are as follows:
Served in
Name Office Office Since
- ----- ------- ------------
Judd D. Malkin Chairman 5/03/71
Director 5/03/71
Chief Financial Officer 2/22/96
Neil G. Bluhm President 5/03/71
Director 5/03/71
Burton E. Glazov Director 7/01/71
Stuart C. Nathan Executive Vice President 5/08/79
Director 3/14/73
A. Lee Sacks Director 5/09/88
John G. Schreiber Director 3/14/73
H. Rigel Barber Executive Vice President 1/02/87
Chief Executive Officer 8/01/93
Glenn E. Emig Executive Vice President 1/01/93
Chief Operating Officer 1/01/95
Gary Nickele Executive Vice President 1/01/92
General Counsel 2/27/84
Gailen J. Hull Senior Vice President 6/01/88
Howard Kogen Senior Vice President 1/02/86
Treasurer 1/01/91
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There is no family relationship among any of the foregoing
directors or officers. The foregoing directors have been
elected to serve a one-year term until the annual meeting of the
Corporate General Partner to be held on June 5, 1996. All of
the foregoing officers have been elected to serve one-year terms
until the first meeting of the board of directors held after the
annual meeting of the Corporate General Partner to be held on
June 5, 1996. There are no arrangements or understandings
between or among any of said directors or officers and any other
person pursuant to which any director or officer was selected as
such.
JMB is the corporate general partner of Carlyle Real Estate
Limited Partnership-VII ("Carlyle-VII"), Carlyle Real Estate
Limited Partnership IX ("Carlyle-IX"), Carlyle Real Estate
Limited Partnership-X ("Carlyle-X"), Carlyle Real Estate Limited
Partnership-XI ("Carlyle-XI"), Carlyle Real Estate Limited
Partnership-XII ("Carlyle-XII"), Carlyle Real Estate Limited
Partnership-XIII ("Carlyle-XIII"), Carlyle Real Estate Limited
Partnership-XIV ("Carlyle-XIV"), Carlyle Real Estate Limited
Partnership-XV ("Carlyle-XV"), Carlyle Real Estate Limited
Partnership-XVI ("Carlyle-XVI"), Carlyle Real Estate Limited
Partnership-XVII ("Carlyle-XVII"), Carlyle Income Plus, L.P. II
("Carlyle Income Plus-II"), JMB Mortgage Partners, Ltd.
("Mortgage Partners"), JMB Mortgage Partners, Ltd.-II ("Mortgage
Partners-II"), JMB Mortgage Partners, Ltd.-III ("Mortgage
Partners-III"), and JMB Mortgage Partners, Ltd.-IV ("Mortgage
Partners IV") and the managing general partner of JMB Income
Properties, Ltd.-IV ("JMB Income-IV"), JMB Income Properties,
Ltd.-V ("JMB Income-V"), JMB Income Properties, Ltd.-VI ("JMB
Income-VI"), JMB Income Properties, Ltd.-VII ("JMB Income-VII"),
JMB Income Properties, Ltd.-IX ("JMB Income-IX"), JMB Income
Properties, Ltd.-X ("JMB Income-X"), JMB Income Properties,
Ltd.-XI ("JMB Income-XI"), JMB Income Properties, Ltd.-XII ("JMB
Income-XII"), and, JMB Income Properties, Ltd.-XIII ("JMB
Income-XIII") JMB is also the sole general partner of the
associate general partner of most of the foregoing partnerships,
Most of the foregoing directors and officers are also officers
and/or directors of various affiliated companies of JMB
including, Arvida/JMB Managers, Inc. (the general partner of
Arvida/JMB Partners, L.P. ("Arvida")), Arvida/JMB Managers-II,
Inc. (a general partner of Arvida/JMB Partners, L.P.-II
("Arvida-II")) and, Income Growth Managers, Inc. (the corporate
general partner of IDS/JMB Balanced Income Growth, Ltd.
("IDS/BIG")). Most of such directors and officers are also
partners of certain partnerships which are associate general
partners in the following real estate limited partnerships:
Carlyle-VII, Carlyle-IX, Carlyle-X, Carlyle-XI, Carlyle-XII,
Carlyle-XIII, Carlyle-XIV, Carlyle-XVI, Carlyle-XVII, JMB
Income-VI, JMB Income-VII, JMB Income-IX, JMB Income-X, JMB
Income-XI, JMB Income-XII, JMB Income-XIII, Mortgage Partners,
Mortgage Partners-II, Mortgage Partners-III, Mortgage
Partners-IV, Carlyle Income Plus-II and IDS/BIG.
51
The business experience during the past five years of each
such director and officer of the Corporate General Partner of
the Partnership in addition to that described above is as
follows:
Judd D. Malkin (age 58) is an individual general partner of
JMB Income-IV and JMB Income-V. Mr. Malkin has been associated
with JMB since October 1969. Mr. Malkin is a director of Urban
Shopping Centers, Inc., an affiliate of JMB that is a real
estate investment trust in the business of owning, managing and
developing shopping centers. He is a Certified Public
Accountant.
Neil G. Bluhm (age 58) is an individual general partner of
JMB Income-IV, JMB Income-V. Mr. Bluhm has been associated with
JMB since August 1970. Mr. Bluhm is a director of Urban
Shopping Centers, Inc., an affiliate of JMB that is a real
estate investment trust in the business of owning, managing and
developing shopping centers. He is a member of the Bar of the
State of Illinois and a Certified Public Accountant.
Burton E. Glazov (age 57) has been associated with JMB since
June 1971, and served as an Executive Vice President of JMB
until December 1990. He is a member of the Bar of the State of
Illinois and a Certified Public Accountant.
Stuart C. Nathan (age 54) has been associated with JMB since
July 1972. Mr. Nathan is also a director of Sportmart, Inc., a
retailer of sporting goods. He is a member of the Bar of the
State of Illinois.
A. Lee Sacks (age 62) (President and Director of JMB
Insurance Agency, Inc.) has been associated with JMB since
December 1972.
John G. Schreiber (age 49) has been associated with JMB
since December 1970, and served as an Executive Vice President
of JMB until December 1990. He is also a director of Urban
Shopping Centers, Inc., an affiliate of JMB that is a real
estate investment trust in the business of owning, managing and
developing shopping centers. Mr. Schreiber is President of
Schreiber Investment Inc., a company which is engaged in the
real estate investing business. He is also a senior advisor and
partner of Blackstone Real Estate Partners, an affiliate of the
Blackstone Group, L.P. Since 1994 Mr. Schreiber has also served
as Trustee of Amli Residential Property Trust, a publicly-traded
real estate investment trust that invests in multi-family
properties. He is also a director of investment companies
advised or managed by T. Rowe Price Associates and its
affiliates. He holds a Masters degree in Business
Administration from Harvard University Graduate School of
Business.
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H. Rigel Barber (age 46) has been associated with JMB since
March 1982. He holds a J.D. degree from the Northwestern Law
School and is a member of the Bar of the State of Illinois.
Glenn E. Emig (age 48) has been associated with JMB since
December, 1979. Prior to becoming Executive Vice President of
JMB in 1993, Mr. Emig was Executive Vice President and Treasurer
of JMB Institutional Realty Corporation. He holds a Masters
degree in Business Administration from Harvard University
Graduate School of Business and is a Certified Public
Accountant.
Gary Nickele (age 43) has been associated with JMB since
February 1984. He holds a J.D. degree from the University of
Michigan Law School and is a member of the Bar of the State of
Illinois.
Gailen J. Hull (age 47) has been associated with JMB since
March 1982. He holds a Masters degree in Business
Administration from Northern Illinois University and is a
Certified Public Accountant.
Howard Kogen (age 60) has been associated with JMB since
March 1973. He is a Certified Public Accountant.
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