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-Q
Gentlemen:
Transmitted, for the above-mentioned registrant, is the electronically filed
executed copy of registrant's current report on Form 10-Q for the quarter ended
June 30, 1998.
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
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarter Commission file
ended June 30, 1998 number 000-16975
CARLYLE INCOME PLUS, LTD.
(Exact name of registrant as specified in its charter)
Illinois 36-3439532
(State of organization) (I.R.S. Employer Identification No.)
900 N. Michigan Ave., Chicago, Illinois 60611
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 312-915-1987
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
- ------------------- ----------------------
None None
Securities registered pursuant to Section 12(g) of the Act:
LIMITED PARTNERSHIP INTERESTS
(Title of Class)
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
Page
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 6. Exhibits and Reports on Form 8-K . . . . . 14
<PAGE>
<TABLE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CARLYLE INCOME PLUS, LTD.
(A LIMITED PARTNERSHIP)
BALANCE SHEETS
JUNE 30, 1998 AND DECEMBER 31, 1997
(UNAUDITED)
ASSETS
------
<CAPTION>
JUNE 30, DECEMBER 31,
1998 1997
----------- ------------
<S> <C> <C>
Current assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . $ 1,568,044 6,453,795
Interest, rents and other receivables . . . . . . . . . . . . . . . . . . 3,704 84,299
Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . -- 33,945
----------- -----------
Total current assets. . . . . . . . . . . . . . . . . . . . . . . 1,571,748 6,572,039
----------- -----------
Investment in unconsolidated venture, at
equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -- 5,424,939
----------- -----------
$ 1,571,748 11,996,978
========= ==========
<PAGE>
CARLYLE INCOME PLUS, LTD.
(A LIMITED PARTNERSHIP)
BALANCE SHEETS - Continued
LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
------------------------------------------------------
Current liabilities:
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 36,165 85,706
Amounts due to affiliates . . . . . . . . . . . . . . . . . . . . . . . . 44,314 28,188
---------- -----------
Total current liabilities . . . . . . . . . . . . . . . . . . . . 80,479 113,894
---------- -----------
Commitments and contingencies
Partners' capital accounts (deficits):
General partners:
Capital contributions . . . . . . . . . . . . . . . . . . . . . . . . . 25,000 25,000
Cumulative net earnings . . . . . . . . . . . . . . . . . . . . . . . . 2,057,854 1,987,742
Cumulative cash distributions . . . . . . . . . . . . . . . . . . . . . (2,055,443) (1,985,331)
---------- -----------
27,411 27,411
---------- -----------
Limited partners (88,808.058 interests):
Capital contributions, net of offering costs. . . . . . . . . . . . . . 77,762,167 77,762,167
Cumulative net earnings (losses). . . . . . . . . . . . . . . . . . . . 12,612,871 12,791,759
Cumulative cash distributions . . . . . . . . . . . . . . . . . . . . . (88,911,180) (78,698,253)
---------- -----------
1,463,858 11,855,673
---------- -----------
Total partners' capital accounts. . . . . . . . . . . . . . . . . 1,491,269 11,883,084
---------- -----------
$ 1,571,748 11,996,978
========== ===========
<FN>
</TABLE> See accompanying notes to financial statements.
<PAGE>
<TABLE>
CARLYLE INCOME PLUS, LTD.
(A LIMITED PARTNERSHIP)
STATEMENTS OF OPERATIONS
THREE AND SIX MONTHS ENDED JUNE 30, 1998 AND 1997
(UNAUDITED)
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
----------------------- --------------------------
1998 1997 1998 1997
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Income
Rental income . . . . . . . . . . . . . . $ -- 498,444 -- 1,157,852
Interest income . . . . . . . . . . . . . 11,756 132,114 134,707 344,274
---------- ---------- ---------- ----------
11,756 630,558 134,707 1,502,126
---------- ---------- ---------- ----------
Expenses:
Property operating
expenses . . . . . . . . . . . . . . . . -- 305,236 -- 591,006
Professional services . . . . . . . . . . 29,039 60,241 83,893 102,511
Amortization of
deferred expenses. . . . . . . . . . . . -- 6,645 -- 11,667
General and
administrative . . . . . . . . . . . . . 89,929 56,510 162,814 118,990
Provision for value impairment. . . . . . -- -- -- 2,800,000
---------- ---------- ---------- ----------
118,968 428,632 246,707 3,624,174
---------- ---------- ---------- ----------
Operating
earnings (loss) . . . . . . . . (107,212) 201,926 (112,000) (2,122,048)
<PAGE>
CARLYLE INCOME PLUS, LTD.
(A LIMITED PARTNERSHIP)
STATEMENTS OF OPERATIONS-CONTINUED
(UNAUDITED)
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
----------------------- ---------------------------
1998 1997 1998 1997
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Partnership's share
of operations of
unconsolidated
ventures . . . . . . . . . . . . . . . . . (2,180) 52,481 3,224 141,082
---------- ---------- ---------- ----------
Net operating earnings
(loss) . . . . . . . . . . . . . (109,392) 254,407 (108,776) (1,980,966)
Gains on sales of investment
properties . . . . . . . . . . . . . . . . -- -- -- 1,800,831
---------- ---------- ---------- ----------
Net earnings (loss) . . . . . . . $ (109,392) 254,407 (108,776) (180,135)
========== ========== ========== ==========
Net earnings (loss) per limited
partnership interest:
Net operating earnings
(loss) . . . . . . . . . . . . . $ (2.01) 2.44 (2.01) (21.47)
Gains on sales of
investment properties. . . . . . -- -- -- 19.02
---------- ---------- ---------- ----------
Net earnings (loss) . . . . . . . $ (2.01) 2.44 (2.01) (2.45)
========== ========== ========== ==========
Cash distributions
per limited partnership
interest . . . . . . . . . . . . $ -- 123.00 115.00 263.00
========== ========== ========== ==========
<FN>
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
CARLYLE INCOME PLUS, LTD.
(A LIMITED PARTNERSHIP)
STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 1998 AND 1997
(UNAUDITED)
<CAPTION>
1998 1997
------------ -----------
<S> <C> <C>
Cash flows from operating activities:
Net earnings (loss). . . . . . . . . . . . . . . . . . . . . . . . $ (108,776) (180,135)
Items not requiring (providing) cash or cash equivalents:
Amortization of deferred expenses. . . . . . . . . . . . . . . . -- 11,667
Provision for value impairment . . . . . . . . . . . . . . . . . -- 2,800,000
Partnership's share of operations of unconsolidated
ventures, net of distributions. . . . . . . . . . . . . . . . . (3,224) (141,082)
Gains on sales of investment properties. . . . . . . . . . . . . -- (1,800,831)
Changes in:
Interest, rents and other receivables. . . . . . . . . . . . . . . 80,595 10,004
Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . . 33,945 (20,402)
Accrued rents receivable . . . . . . . . . . . . . . . . . . . . . -- 17,864
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . (49,541) (259,775)
Amounts due to affiliates. . . . . . . . . . . . . . . . . . . . . 16,126 17,763
Unearned rents . . . . . . . . . . . . . . . . . . . . . . . . . . -- 4,466
Accrued real estate taxes. . . . . . . . . . . . . . . . . . . . . -- 107,107
Tenant security deposits . . . . . . . . . . . . . . . . . . . . . -- (78,442)
------------ ------------
Net cash provided by (used in) operating
activities . . . . . . . . . . . . . . . . . . . . . . . (30,875) 488,204
------------ ------------
Cash flows from investing activities:
Proceeds from sales of investment properties,
net of closing costs . . . . . . . . . . . . . . . . . . . . . . -- 12,351,581
Additions to investment properties. . . . . . . . . . . . . . . . -- (14,834)
Payment of deferred expenses. . . . . . . . . . . . . . . . . . . -- (11,409)
Partnership's distributions from unconsolidated
venture . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,428,163 --
------------ -----------
Net cash provided by (used in)
investing activities. . . . . . . . . . . . . . . . . . 5,428,163 12,325,338
<PAGE>
CARLYLE INCOME PLUS, LTD.
(A LIMITED PARTNERSHIP)
STATEMENTS OF CASH FLOWS - CONCLUDED
Cash flows from financing activities:
Distributions to limited partners . . . . . . . . . . . . . . . . (10,212,927) (23,356,519)
Distributions to general partners . . . . . . . . . . . . . . . . (70,112) (37,393)
----------- -----------
Net cash provided by (used in)
financing activities. . . . . . . . . . . . . . . . . . (10,283,039) (23,393,912)
----------- -----------
Net increase (decrease) in cash and
cash equivalents. . . . . . . . . . . . . . . . . . . . (4,885,751) (10,580,370)
Cash and cash equivalents, beginning of year. . . . . . . 6,453,795 14,972,580
----------- -----------
Cash and cash equivalents, end of period. . . . . . . . . $ 1,568,044 4,392,210
=========== ===========
Supplemental disclosure of cash flow information:
Cash paid for mortgage and other interest. . . . . . . . . . . . $ -- --
=========== ===========
Non-cash investing and financing activities. . . . . . . . . . . $ -- --
=========== ===========
<FN>
See accompanying notes to financial statements.
<PAGE>
CARLYLE INCOME PLUS, LTD.
(A LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1998 AND 1997
(UNAUDITED)
GENERAL
Readers of this quarterly report should refer to the Partnership's
audited financial statements for the fiscal year ended December 31, 1997
which are included in the Partnership's 1997 Annual Report, as certain
footnote disclosures which would substantially duplicate those contained in
such audited financial statements have been omitted from this report.
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.
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 to the General Partners and their affiliates as of
June 30, 1998 and for the six months ended June 30, 1998 and 1997 were as
follows:
UNPAID AT
JUNE 30,
1998 1997 1998
--------- ------------ -----------
<S> <C> <C> <C>
Property management and
leasing fees $ -- 21,527 --
Insurance commissions -- 8,181 --
Reimbursement (at cost)
for salary and salary-related
expenses related to the on-site
and other costs for the
Partnership and its investment
properties 52,437 22,579 44,314
--------- -------- ---------
$ 52,437 52,287 44,314
========= ======== ========
<FN>
All such amounts payable to the General Partners and their affiliates do
not bear interest and are expected to be paid in future periods.
INVESTMENT PROPERTIES
Riverview Plaza Shopping Center
The Partnership sold the land and related improvements of the Riverview
Plaza shopping center in December, 1996.
<PAGE>
CARLYLE INCOME PLUS, LTD.
(A LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
In connection with the sale of this property, as is customary in such
transactions, the Partnership agreed to certain representations and
warranties, with a stipulated survival period which expired, with no
liability to the Partnership, on December 31, 1997.
Carson and Costa Mesa Industrial Parks
The Partnership sold the land and related improvements of the Costa
Mesa Industrial Park in March 1997 for a sale price of $4,456,000. The sale
price was paid in cash at closing (net of selling costs and prorations) and
resulted in a gain of approximately $1,234,000 (primarily as a result of a
$3,400,000 value impairment provision recorded by the Partnership in 1995)
for financial reporting purposes and a loss of approximately $2,139,000 for
Federal income tax purposes in 1997.
In connection with the sale of this property, as is customary in such
transactions, the Partnership agreed to certain representations and
warranties, with a stipulated survival period which expired, with no
liability to the Partnership, in early September 1997.
The Partnership sold the land and related improvements of the Carson
Industrial Park in August 1997 for a sale price of $7,200,000. The sale
price was paid in cash at closing (net of selling costs and prorations) and
resulted in a gain of approximately $1,760,000 for financial reporting
purposes (primarily as a result of a $4,300,000 value impairment provision
recorded by the Partnership in 1995), and a loss of approximately $2,473,000
for Federal income tax purposes in 1997.
In connection with the sale of this property, as is customary in such
transactions, the Partnership agreed to certain representations and
warranties, with a stipulated survival period which expired, with no
liability to the Partnership, on December 15, 1997.
Rancho Franciscan Apartments
The Partnership sold the land and related improvements of the Rancho
Franciscan Apartments in January 1997. The sale price was $8,302,200 and was
paid in cash at closing (net of selling costs and prorations). The
Partnership recognized a gain of approximately $566,000 for financial
reporting purposes (primarily as a result of a $1,400,000 value impairment
provision recorded by the Partnership in 1995) and a loss of approximately
$726,000 for Federal income tax purposes in 1997.
In connection with the sale of this property, as is customary in such
transactions, the Partnership agreed to certain representations and
warranties, with a stipulated survival period which expired, with no
liability to the Partnership, on December 15, 1997.
Sunrise Town Center
The Partnership sold the land and related improvements of the Sunrise
Town Center in December 1997 for a sale price of $4,100,000. The Partnership
received the sale price in cash at closing, net of selling costs and
prorations. The sale resulted in no significant gain or loss to the
Partnership for financial reporting purposes, primarily as a result of value
impairment provisions totaling $9,250,000 recorded by the Partnership in
1995, 1996 and 1997. In addition, the Partnership recognized a loss on sale
of approximately $8,900,000 for Federal income tax purposes in 1997.
In connection with the sale of this property, as is customary in such
transactions, the Partnership agreed to certain representations and
warranties, with a stipulated survival period which expires in mid-September,
1998. Although it is not expected, the Partnership may ultimately have some
liability under such representations and warranties, which is not to exceed
$100,000.
<PAGE>
CARLYLE INCOME PLUS, LTD.
(A LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
JMB/Landings
JMB/Landings sold the land and related improvements of the Landings
Shopping Center in December 1997 for a sale price of $9,700,000.
JMB/Landings received the sale price in cash at closing, net of selling costs
and prorations. The sale resulted in a gain of approximately $1,939,000 to
JMB/Landings for financial reporting purposes (of which the Partnership's
share was approximately $970,000), primarily as a result of a value
impairment provision of $3,500,000 (of which the Partnership's
share was $1,750,000) recorded by JMB/Landings in 1995. In addition,
JMB/Landings recognized a loss on sale of approximately $1,448,000 for
Federal income tax purposes in 1997 (of which the Partnership's share was
approximately $724,000).
An affiliate of the General Partners of the Partnership managed the
property for a fee equal to 4% of the property's gross receipts. Such
property management fees for the six months ended June 30, 1997 were $19,548.
In connection with the sale of this property, as is customary in such
transactions, JMB/Landings agreed to certain representations and warranties,
with a stipulated survival period which expired, with no liability to
JMB/Landings, in late June, 1998. The remaining funds of the JMB/Landings
venture were distributed to the venture partners as of June 30, 1998.
Unconsolidated Venture - Summary Information
Summary income statement information for JMB/Landings (which sold its
investment property in December 1997) for the six months ended June 30, 1998
and 1997 is as follows:
1998 1997
----------- ----------
Total income. . . . . . . . . . . $ 18,100 459,714
=========== ==========
Operating earnings. . . . . . . . $ 8,602 278,302
=========== ==========
Partnership's share of
earnings . . . . . . . . . . . . $ 3,224 139,151
=========== ==========
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, 1998
and for the three and six months ended June 30, 1998 and 1997.
<PAGE>
PART I. OTHER INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
The Partnership had cash and cash equivalents of approximately $1,568,000
at June 30, 1998, which funds are available to pay for the Partnership's
remaining expenses and liabilities, with any remaining amounts expected to be
distributed to the Limited and General Partners, pursuant to the Partnership
Agreement, upon the expected liquidation of the Partnership in late 1998.
Reference is made to the notes to the accompanying financial statements
for additional information concerning certain of the Partnership's
investments.
During 1996, some of the Holders of Interests in the Partnership received
from unaffiliated third parties unsolicited tender offers to purchase up to
4.9% of the Interests in the Partnership at amounts between $300 and $420 per
Interest. The Partnership recommended against acceptance of these offers on
the basis that, among other things, the offer prices were inadequate. 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.
The Partnership had been made aware that during 1997 other unaffiliated
third parties made unsolicited tender offers to some of the Holders of
Interests. These offers sought to purchase up to 4.9% of the Interests in
the Partnership at prices ranging from $135 to $250 per Interest. These
offers have expired. The Special Committee recommended against acceptance of
these offers on the basis that, among other things, the offer prices were
inadequate. As of the date of this report, the Partnership is aware that
3.27% of the outstanding Interests have been purchased by all such
unaffiliated third parties either pursuant to such tender offers or through
negotiated purchases. As the Partnership is currently winding up its affairs
and expects to make a final liquidating distribution in late 1998, it is
unlikely that any further tender offers for Interests will be made.
The Partnership currently expects to conduct an orderly liquidation of
its remaining assets and wind up its affairs not later than December 31,
1998, barring unforeseen economic developments. In this regard, the
Partnership expects to make its final distributions after the expiration of
the survival period related to the Sunrise Town Center, as described above.
RESULTS OF OPERATIONS
The decrease in cash and cash equivalents at June 30, 1998 as compared
to December 31, 1997 is due primarily to distributions of approximately
10,213,000 ($115 per Interest) made to the Limited Partners in February 1998,
which included $100 per Interest from the proceeds of the December 1997 sale
of the Sunrise Town Center and distributions received from JMB/Landings
relating to the December 1997 sale of the Landings Shopping Center and $15
per Interest from Partnership operational cash flow and reserves, including
those from offering proceeds. The Partnership also paid a distribution of
$70,112 to the General Partners, which represented their share of Partnership
operational cash flow and reserves, including those from offering proceeds.
The General Partners will not receive their share of any distributions of
proceeds from the sales, as the subordination requirements of the Partnership
Agreement for the retention of sales proceeds by the General Partners will
not be met.
<PAGE>
The decrease in investment in unconsolidated venture, at equity, at June
30, 1998 as compared to December 31, 1997 is due primarily to distributions
totaling approximately $5,428,000 received by the Partnership from the
JMB/Landings venture during the six months ended June 30, 1998, a substantial
portion of which represented the Partnership's share of the proceeds from the
December 1997 sale of the Landings Shopping Center.
The decrease in rental income and property operating expenses for the
three and six months ended June 30, 1998 as compared to the three and six
months ended June 30, 1997 is due primarily to the 1997 sales of the Rancho
Franciscan Apartments, the Costa Mesa and Carson Industrial Parks and the
Sunrise Town Center Shopping Center.
The decrease in interest income for the three and six months ended June
30, 1998 as compared to the three and six months ended June 30, 1997 is due
primarily to interest earned in 1997 on the proceeds of the December 1996
sale of the Riverview Plaza Shopping Center and the first-quarter 1997 sales
of the Rancho Franciscan Apartments and the Costa Mesa Industrial Park.
A provision for value impairment of $2,800,000 was recorded at March 31,
1997 for the Sunrise Town Center investment property due to the uncertainty
relating to the Partnership's ability to recover the net carrying value of
this property through future operations and sale.
The decrease in Partnership's share of operations of unconsolidated
ventures for the three and six months ended June 30, 1998 as compared to the
three and six months ended June 30, 1997 is due primarily to the December
1997 sale of the Landings Shopping Center.
Gains on sales of investment properties for the six months ended June 30,
1997 resulted from the first-quarter 1997 sales of the Rancho Franciscan
Apartments and the Costa Mesa Industrial Park.
<PAGE>
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this report:
3.1. Amended and Restated Agreement of Limited Partnership is hereby
incorporated by reference to Exhibit A of the Partnership's Prospectus
contained in the Partnership's Post-Effective Amendment No. 1 to Form
S-11 (File No. 33-5309) Registration Statement dated December 8, 1987.
3.2. The Prospectus of the Partnership dated December 8, 1986 is hereby
incorporated by reference to the Partnership's Post-Effective
Amendment No. 1 to Form S-11 (File No. 33-5309) Registration Statement
dated December 8, 1987.
3.3 Acknowledgement of rights and duties of the General Partners of the
Partnership between AGPP Associates, L.P. (a successor Associate
General Partner of the Partnership) and JMB Realty Corporation as of
December 31, 1995 is incorporated herein by reference to the
Partnership's report for June 30, 1996 on Form 10-Q (File No. 000-
16975) dated August 8, 1996.
4. Assignment Agreement is hereby incorporated by reference to Exhibit
B of the Partnership's Prospectus contained in the Partnership's Post-
Effective Amendment No. 1 to Form S-11 (Form No.33-5309) Registration
Statement dated December 8, 1987.
10.1 Real Property Purchase Agreement between Carlyle Income Plus, Ltd. and
PEBB Enterprises Sunrise Town Center Ltd., dated November 17, 1997
relating to the sale by the Partnership of the Sunrise Town Center is
hereby incorporated herein by reference to the Partnership's report
for December 16, 1997 on Form 8-K (File No. 000-16975) dated December
29, 1997.
10.2 Real Property Purchase Agreement between JMB/Landings Associates and
Inland Real Estate Acquisitions, Inc. dated November 25, 1997 relating
to the sale by JMB/Landings Associates of the Landings Shopping Center
is hereby incorporated herein by reference to the Partnership's report
for December 30, 1997 on Form 8-K (File No. 000-16975) dated January
12, 1998.
27. Financial Data Schedule
(b) No reports on Form 8-K have been filed during the last quarter of
the period covered by this report.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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
Senior Vice President
Date: August 12, 1998
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the registrant
and in the capacities and on the dates indicated.
_________________________
GAILEN J. HULL,
Principal Accounting Officer
Date: August 12, 1998
<PAGE>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
THE REGISTRANT'S FORM 10-Q FOR THE PERIOD ENDED JUNE 30, 1998 AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS INCLUDED IN SUCH REPORT.
</LEGEND>
<CIK> 0000792978
<NAME> CARLYLE INCOME PLUS, LTD.
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> JUN-30-1998
<CASH> 1,568,044
<SECURITIES> 0
<RECEIVABLES> 3,704
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,571,748
<PP&E> 0
<DEPRECIATION> 0
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0
0
<OTHER-SE> 1,491,269
<TOTAL-LIABILITY-AND-EQUITY> 1,571,748
<SALES> 0
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<CGS> 0
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<LOSS-PROVISION> 0
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<INCOME-PRETAX> (112,000)
<INCOME-TAX> 0
<INCOME-CONTINUING> (108,776)
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<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (108,776)
<EPS-PRIMARY> (2.01)
<EPS-DILUTED> (2.01)
</TABLE>
