SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarter ended September 30, 1996 Commission file #0-17708
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XVII
(Exact name of registrant as specified in its charter)
Illinois 36-3467497
(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. . . 11
PART II OTHER INFORMATION
Item 5. Other Information. . . . . . . . . . . . . . . . . 13
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . 14
<TABLE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CARLYLE REAL ESTATE LIMITED PARTNERSHIP-XVII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 1996 AND DECEMBER 31, 1995
(UNAUDITED)
ASSETS
------
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1996 1995
------------ ------------
<S> <C> <C>
Current assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . $ 4,919,010 4,856,276
Interest, rents and other receivables . . . . . . . . . . . . . . . . 44,298 204,518
Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . 35,451 14,867
Escrow deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . 163,593 163,011
------------ -----------
Total current assets. . . . . . . . . . . . . . . . . . . . . 5,162,352 5,238,672
------------ -----------
Investment properties, at cost:
Land. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,683,671 4,835,602
Buildings and improvements. . . . . . . . . . . . . . . . . . . . . . 20,536,798 21,397,235
------------ -----------
25,220,469 26,232,837
Less accumulated depreciation . . . . . . . . . . . . . . . . . . . . (4,611,548) (4,076,379)
------------ -----------
Total investment properties,
net of accumulated depreciation . . . . . . . . . . . . . . 20,608,921 22,156,458
------------ -----------
Investment in unconsolidated venture, at equity . . . . . . . . . . . . 302,741 410,294
Note receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89,549 128,914
Deferred expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . 458,285 488,710
Accrued rents receivable. . . . . . . . . . . . . . . . . . . . . . . . 286,164 316,864
------------ -----------
$ 26,908,012 28,739,912
============ ===========
LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
-----------------------------------------------------
Current liabilities:
Current portion of long-term debt . . . . . . . . . . . . . . . . . . $ 338,163 323,589
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . 98,783 9,243
Accrued interest. . . . . . . . . . . . . . . . . . . . . . . . . . . 279,611 277,297
Accrued real estate taxes . . . . . . . . . . . . . . . . . . . . . . 274,835 348,998
------------ -----------
Total current liabilities . . . . . . . . . . . . . . . . . . 991,392 959,127
------------ -----------
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . 302,500 302,500
Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . . . 59,951 59,951
Long-term debt. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16,645,950 16,895,434
------------ -----------
Commitments and contingencies
Total liabilities . . . . . . . . . . . . . . . . . . . . . . 17,999,793 18,217,012
Venture partner's subordinated equity in venture. . . . . . . . . . . . 78,338 75,213
Partners' capital accounts (deficits):
General partners:
Capital contributions . . . . . . . . . . . . . . . . . . . . . . 20,000 20,000
Cumulative cash distributions . . . . . . . . . . . . . . . . . . (224,528) (213,122)
Cumulative net earnings (losses). . . . . . . . . . . . . . . . . (329,717) (276,410)
------------ -----------
(534,245) (469,532)
------------ -----------
Limited partners (34,220.16336 Interests):
Capital contributions, net of offering costs. . . . . . . . . . . 29,696,495 29,696,495
Cumulative cash distributions . . . . . . . . . . . . . . . . . . (12,615,446) (12,341,712)
Cumulative net earnings (losses). . . . . . . . . . . . . . . . . (7,716,923) (6,437,564)
------------ -----------
9,364,126 10,917,219
------------ -----------
Total partners' capital accounts (deficits) . . . . . . . . . 8,829,881 10,447,687
------------ -----------
$ 26,908,012 28,739,912
============ ===========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<TABLE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XVII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
(UNAUDITED)
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
-------------------------- --------------------------
1996 1995 1996 1995
----------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
Income:
Rental income . . . . . . . . . . . . . . . . . $ 835,857 961,923 2,788,257 2,856,386
Interest income . . . . . . . . . . . . . . . . 52,879 75,336 178,157 236,764
----------- ---------- ----------- ----------
888,736 1,037,259 2,966,414 3,093,150
----------- ---------- ----------
Expenses:
Mortgage and other interest . . . . . . . . . . 371,694 372,900 1,103,586 1,124,430
Depreciation. . . . . . . . . . . . . . . . . . 178,484 175,849 535,169 532,357
Property operating expenses . . . . . . . . . . 332,410 298,839 1,037,324 861,224
Professional services . . . . . . . . . . . . . 10,102 -- 63,722 55,516
Amortization of deferred expenses . . . . . . . 47,675 46,187 133,159 131,479
Management fees to corporate general partner. . -- 9,505 19,010 28,516
General and administrative. . . . . . . . . . . 59,741 57,797 192,899 166,330
Provision for value impairment. . . . . . . . . 1,103,533 -- 1,103,533 --
----------- ---------- ----------- ----------
2,103,639 961,077 4,188,402 2,899,852
----------- ---------- ----------- ----------
Operating earnings (loss). . . . . . . . . (1,214,903) 76,182 (1,221,988) 193,298
Partnership's share of operations
of unconsolidated ventures. . . . . . . . . . . (19,427) (47,426) (107,553) (97,410)
Venture partner's share of
venture's operations. . . . . . . . . . . . . . (36) (1,603) (3,125) (4,554)
----------- ---------- ----------- ----------
Net earnings (loss). . . . . . . . . . . . $(1,234,366) 27,153 (1,332,666) 91,334
=========== ========== =========== ==========
Net earnings (loss) per
limited partnership
interest . . . . . . . . . . . . . . . . $ (34.63) .76 (37.39) 2.56
=========== ========== =========== ==========
Cash distributions per
limited partnership
interest . . . . . . . . . . . . . . . . $ -- 4.00 8.00 12.00
=========== ========== =========== ==========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<TABLE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XVII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
(UNAUDITED)
<CAPTION>
1996 1995
------------ ------------
<S> <C> <C>
Cash flows from operating activities:
Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (1,332,666) 91,334
Items not requiring (providing) cash or cash equivalents:
Depreciation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 535,169 532,357
Amortization of deferred expenses . . . . . . . . . . . . . . . . . . 133,159 131,479
Partnership's share of operations of unconsolidated ventures. . . . . 107,553 97,410
Venture partner's share of venture's operations . . . . . . . . . . . 3,125 4,554
Provision for value impairment. . . . . . . . . . . . . . . . . . . . 1,103,533 --
Changes in:
Interest, rents and other receivables . . . . . . . . . . . . . . . . . 160,220 (17,936)
Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . (20,584) (15,705)
Escrow deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . (582) (91,954)
Note receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39,365 35,532
Accrued rents receivable. . . . . . . . . . . . . . . . . . . . . . . . 554 41,434
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . 89,540 (328,245)
Accrued interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,314 32,697
Accrued real estate taxes . . . . . . . . . . . . . . . . . . . . . . . (74,163) (54,612)
Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . . . -- 6,642
------------ -----------
Net cash provided by (used in) operating activities . . . . . . . 746,537 464,987
------------ -----------
Cash flows from investing activities:
Net sales and maturities (purchases) of short-term investments. . . . . . -- (1,691,722)
Additions to investment properties. . . . . . . . . . . . . . . . . . . . (44,410) (140)
Partnership's distributions from unconsolidated ventures. . . . . . . . . -- 23,368
Partnership's contributions to unconsolidated ventures. . . . . . . . . . -- (995)
Payment of deferred expenses. . . . . . . . . . . . . . . . . . . . . . . (119,343) (77,083)
------------ -----------
Net cash provided by (used in) investing activities . . . . . . . (163,753) (1,746,572)
------------ -----------
Cash flows from financing activities:
Principal payments on long-term debt. . . . . . . . . . . . . . . . . . . (234,910) (215,253)
Distributions to limited partners . . . . . . . . . . . . . . . . . . . . (273,734) (410,612)
Distributions to general partners . . . . . . . . . . . . . . . . . . . . (11,406) (200,334)
------------ -----------
Net cash provided by (used in) financing activities . . . . . . . (520,050) (826,199)
------------ -----------
Net increase (decrease) in cash and cash equivalents . . . . . . 62,734 (2,107,784)
Cash and cash equivalents, beginning of year. . . . . . . . . . . 4,856,276 4,943,718
------------ -----------
Cash and cash equivalents, end of period. . . . . . . . . . . . . $ 4,919,010 2,835,934
============ ===========
Supplemental disclosure of cash flow information:
Cash paid for mortgage and other interest . . . . . . . . . . . . . . . . $ 1,101,272 1,091,733
============ ===========
Non-cash investing and financing activities . . . . . . . . . . . . . . . $ -- --
============ ===========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XVII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 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-
17708) 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.
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 in the 1995 consolidated financial statements have
been reclassified to conform to 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 their employees, certain of their 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 (and its consolidated
venture) to the General Partners and their affiliates as of September 30,
1996 and for the nine months ended September 30, 1996 and 1995 were as
follows:
Unpaid at
September 30,
1996 1995 1996
------- ------- -------------
Property management fees. . . $53,788 64,330 --
Management fees to
corporate general partner. . 19,010 28,515 --
Insurance commissions . . . . 2,911 2,959 --
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 . . . . . . . . . 50,263 54,148 39,417
------- ------- ------
$125,972 149,952 39,417
======= ======= ======
18 CENTRAL SHOPPING CENTER
Occupancy at the shopping center increased to 92% at September 30,
1996, up from 91% at December 31, 1995. In 1997, tenant leases
representing approximately 25,000 square feet (approximately 29% of the
portion of the center owned by the Partnership) expire. Not all of these
leases are expected to renew. This may result in increased vacancy and/or
significant re-leasing costs for the property with a resulting adverse
effect on property cash flow. Moreover, rents achieved upon renewal or
releasing of the space is expected to be at market rates that are
significantly lower than the current rents received for this space. The
Partnership is actively pursuing replacement tenants for the remaining
vacant space.
In connection with the 1993 loan modification and extension,
commencing in 1994 the Partnership is required to deposit 95% of the "net
cash flow" (as defined) from the property up to $750,000 and 47.5% in
excess of such amount in a collateral account to be used for the payment of
tenant improvement costs, leasing commissions, other capital expenditures
and operating deficits (as of the date of this report, $93,750 has been
deposited and no amounts have been funded from this account). In addition,
the property requires certain capital and major repair projects, including
roof repairs or replacement, to be completed over the next several years
which are currently expected to commence in late 1996. Certain of these
costs, of which approximately $200,000 are budgeted through 1998, are to be
paid out of the deposits in the collateral account noted above, the
Partnership's working capital or cash flow from the Partnership's other
investment properties.
Due to the market conditions described above, there is uncertainty as
to the Partnership's ability to recover the net carrying value of the
property through future operations and sales. Accordingly, as a matter of
prudent accounting practice, the Partnership has recorded a provision for
value impairment of $1,103,533 as of September 30, 1996. Such provision,
in accordance with SFAS 121, was recorded to reduce the Partnership's net
carrying value to its then estimated fair value.
The first mortgage loan in the principal amount of approximately
$9,940,000 is scheduled to mature in December 1997. There can be no
assurance that the Partnership will be able to obtain an extension or
modification of debt. If unable to refinance or extend the mortgage loan,
the Partnership may decide not to commit any additional funds to the
property. This may result in the Partnership no longer having an ownership
interest in the property. This may result in the Partnership recognizing a
gain for financial reporting and Federal income tax purposes with no
distributable proceeds.
PALM DESERT TOWN CENTER
Occupancy at the portion of the shopping center in which the
Partnership owns an interest increased to 95% at September 30, 1996, up
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 continues to consider a possible expansion of the
mall and restructuring of the ground lease and mortgage loan. In the event
that the joint venture decides to proceed, the Partnership would utilize
its available funds to pay for its share of costs.
HOUSTON INDUSTRIAL PROPERTIES
At the end of the third quarter, the aggregate occupancy of the five
industrial buildings was 100%. The buildings are producing cash flow for
the Partnership. The Partnership has commenced marketing Houston
Industrial Properties for sale. The Property is being classified as held
for sale as of October 1, 1996, and therefore, not subject to continued
depreciation. There can be no assurance, however, that a sale of the
property will be consummated in the near term.
INVESTMENT IN UNCONSOLIDATED VENTURE
Summary financial information for Palm Desert for the nine months
ended September 30, 1996 and 1995 is as follows:
1996 1995
---------- ----------
Total income . . . . . . $8,043,469 8,066,689
Expenses applicable to
operating income . . . 9,075,899 9,254,781
---------- ----------
Net loss . . . . . . . . $1,032,430 1,188,092
========== ==========
Partnership's share
of loss. . . . . . . . $ 107,553 97,410
========== ==========
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 September 30,
1996 and for the three and nine months ended September 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. Capitalized terms used in this report and not otherwise
defined have the same meanings as in the Partnership's 1995 Annual Report
on Form 10-K.
During the second quarter of 1996, some of the Holders of Interests in
the Partnership received from an unaffiliated third party an unsolicited
offer to purchase up to 1,576 Interests in the Partnership at $160 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 300 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 Holders of Interests 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.
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. Therefore, 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. Although the Partnership may not realize any proceeds from a
disposition of the 18 Central Shopping Center, it does expect to realize
net proceeds from the sale of its other remaining real estate assets.
However, aggregate sale distributions received by original Holders of
Interests over the entire term of the Partnership will be significantly
less than their original investment of $1,000 per Interest. In connection
with sales or other dispositions (including a transfer of title to a
lender) of the properties (or interests therein) owned by the Partnership
or its ventures, the Holders of Interests may be allocated substantial gain
for Federal income tax purposes regardless of whether any proceeds are
distributable from such sales or other dispositions.
In 1996, in an effort to reduce Partnership operating expenses, the
Partnership elected to make semi-annual, rather than quarterly,
distributions of operating cash flow in May and November. In November, the
Partnership expects to make a semi-annual distribution of cash generated
from operations. Future distributions from sales or property operation
will depend upon a combination of operating cash flow from the remaining
investment properties and the longer term capital requirements of the
Partnership.
RESULTS OF OPERATIONS
The decrease in interest, rents and other receivables at September 30,
1996 as compared to December 31, 1995 is primarily due to the receipt of
1995 common area maintenance income accrued in 1995 and billed in 1996 at
the Houston Properties. The decrease is also due to recording a reserve
for certain accounts receivable at the 18 Central Shopping Center.
The decrease in land and buildings and improvements at September 30,
1996 as compared to December 31, 1995, and the value impairment for the
three and nine months ended September 30, 1996 is due to recording a
provision of $1,103,533 to reduce the carrying value of the 18 Central
Shopping Center.
The decrease in investment in unconsolidated venture, at equity at
September 30, 1996 as compared to December 31, 1995 is primarily due to the
Partnership's allocated share of operations at the Palm Desert investment
property.
The decrease in accrued real estate taxes at September 30, 1996 as
compared to December 31, 1995 is primarily due to 1995 real estate taxes
being paid in January 1996 at the Houston Properties.
The decrease in rental income for the three and nine months ended
September 30, 1996 as compared with the three and nine months ended
September 30, 1995 is primarily due to credits issued in the third quarter
of 1996 for excess expense recoveries collected in 1995 at the Houston
Industrial Properties.
The decrease in interest income for the three and nine months ended
September 30, 1996 as compared to the three and nine months ended September
30, 1995 is primarily due to a lower average cash balance invested by the
Partnership in 1996.
The increase in property operating expenses for the three and nine
months ended September 30, 1996 as compared to the three and nine months
ended September 30, 1995 is primarily due to recording a reserve for
certain tenant accounts receivable at the 18 Central Shopping Center and,
with respect to the increase for the nine months ended September 30, 1996,
an increase in snow removal costs resulting from severe winter weather
experienced at the 18 Central Shopping Center property. A special snow
removal assessment was billed and recovered from the tenants in 1996.
Fees for professional services increased for the three and nine months
ended September 30, 1996 as compared to the three and nine months ended
September 30, 1995 primarily as a result of expenses incurred in connection
with tender offer matters, as discussed above.
The increase in Partnership's share of loss from operations of
unconsolidated venture for the nine months ended September 30, 1996 as
compared to the nine months ended September 30, 1995 is primarily due to
the Partnership's venture partner at Palm Desert Shopping Center completing
its obligation to fund deficits, resulting in a change in the profit and
loss allocations to the Partnership which commenced in the fourth quarter
of 1995.
The decrease in Partnership's share of loss from operations of
unconsolidated venture for the three months ended September 30, 1996 as
compared to the three months ended September 30, 1995 is primarily due to
the Partnership recognizing rental income for certain major tenant leases
at Palm Desert Town Center over the life of the lease rather than as due
per the terms of their respective leases.
<TABLE>
PART II. OTHER INFORMATION
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. Palm Desert Town Center
Palm Desert, California. . . 97% 96% 93% 93% 91% 92% 95%
2. 18 Central Shopping Center
East Brunswick, New Jersey . 91% 82% 82% 91% 92% 92% 92%
3. Minimax #2,
Houston, Texas . . . . . . . 100% 100% 100% 100% 100% 100% 100%
4. Minimax #3,
Houston, Texas . . . . . . . 100% 100% 100% 100% 100% 100% 100%
5. 1801 West Belt
Houston, Texas . . . . . . . 100% 100% 100% 100% 100% 100% 100%
6. Pine Forest #17
Houston, Texas . . . . . . . 100% 100% 100% 100% 100% 100% 100%
7. Silber #1
Houston, Texas . . . . . . . 100% 100% 100% 100% 93% 93% 100%
</TABLE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
3 and
4-A. The Amended and Restated Agreement of Limited
Partnership set forth as Exhibit A to the Prospectus 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. 0-17708)
dated March 19, 1993.
4-B.
through
4-D. Copies of documents relating to certain purchase money
notes secured by Minimax 2, Minimax 3 and 1801 West Belt are hereby
incorporated by reference to Exhibits 4-B through 4-D to the Partnership's
report for December 31, 1992 on Form 10-K (File No. 0-17708) dated March
19, 1993.
4-E. Copy of documents relating to the mortgage loan
secured by Pine Forest #17 are hereby incorporated by reference to Exhibit
4-E to the Partnership's report for December 31, 1992 on Form 10-K (File
No. 0-17708) dated March 19, 1993.
4-F. Copy of document relating to the conditional consent
letter agreement secured by the 18 Central Shopping Center are hereby
incorporated by reference to Exhibit 4-F to the Partnership's report for
December 31, 1992 on Form 10-K (File No. 0-17708) dated March 19, 1993.
4-G. Copy of documents relating to mortgage loan secured by
Silber #1 is hereby incorporated by reference to Exhibit 4-G to the
Partnership's report for December 31, 1993 on Form 10-K (File No. 0-17708)
dated March 25, 1994.
4-H. Copy of document relating to the modification of the
mortgage loan secured by 18 Central Shopping Center is hereby incorporated
by reference to Exhibit 4-H to the Partnership's report for December 31,
1993 on Form 10-K (File No. 0-17708) dated March 25, 1994.
10-A. Copy of Agreement together with certain documents
relating to purchase of an interest in Palm Desert Town Center, Palm
Desert, California is hereby incorporated herein by reference to Post-
Effective Amendment No. 4 to the Partnership's Registration Statement on
Form S-11 (File No. 33-9607) dated February 28, 1989.
10-B. Copy of Agreement together with certain documents
relating to the purchase of the 18 Central Shopping Center, East Brunswick,
New Jersey is hereby incorporated herein by reference to Post-Effective
Amendment No. 7 to the Partnership's Registration Statement on Form S-11
(File No. 33-9607) dated July 31, 1989.
10-C. Copy of Purchase and Sale Agreement together with the
Lease Guarantee Agreement for Minimax 2, Minimax 3 and 1801 West Belt are
hereby incorporated by reference to Exhibit 10-C to the Partnership's
report for December 31, 1992 on Form 10-K (File No. 0-17708) dated March
19, 1993.
10-D. Copy of Purchase and Sale Agreement for the
acquisition of Pine Forest #17 is hereby incorporated by reference to
Exhibit 10-D to the Partnership's report for December 31, 1992 on Form 10-K
(File No. 0-17708) dated March 19, 1993.
10-E. Copies of Limited Partnership Agreement and Formation
of Partnership Agreement relating to JMB/Warehouse Associates are hereby
incorporated by reference to Exhibit 10-E to the Partnership's report for
December 31, 1992 on Form 10-K (File No. 0-17708) dated March 19, 1993.
10-F. Copy of Purchase and Sale Agreement for the
acquisition of Silber #1 is hereby incorporated by reference to Exhibit 10-
G to the Partnership's report for December 31, 1993 on Form 10-K (File No.
0-17708) dated March 25, 1994.
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.
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 - XVII
BY: JMB Realty Corporation
(Corporate General Partner)
By: GAILEN J. HULL
Gailen J. Hull, Senior Vice President
Date: November 8, 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: November 8, 1996
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
REGISTRANT'S FORM 10-Q FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
INCLUDED IN SUCH REPORT.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1996
<CASH> 4,919,010
<SECURITIES> 0
<RECEIVABLES> 243,342
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 5,162,352
<PP&E> 25,220,469
<DEPRECIATION> 4,611,548
<TOTAL-ASSETS> 26,908,012
<CURRENT-LIABILITIES> 991,392
<BONDS> 16,645,950
<COMMON> 0
0
0
<OTHER-SE> 8,829,881
<TOTAL-LIABILITY-AND-EQUITY> 26,908,012
<SALES> 2,788,257
<TOTAL-REVENUES> 2,966,414
<CGS> 0
<TOTAL-COSTS> 1,705,652
<OTHER-EXPENSES> 1,379,164
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,103,586
<INCOME-PRETAX> (1,221,988)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,332,666)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,332,666)
<EPS-PRIMARY> (37.39)
<EPS-DILUTED> (37.39)
</TABLE>
