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 #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
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 . . . . . . . . . . . . . . . . . . . . . . $ 4,751,158 4,856,276
Interest, rents and other receivables . . . . . . . . . . . . . . . . 131,058 204,518
Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . 14,867 14,867
Escrow deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . 166,484 163,011
------------ -----------
Total current assets. . . . . . . . . . . . . . . . . . . . . 5,063,567 5,238,672
------------ -----------
Investment properties, at cost:
Land. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,835,602 4,835,602
Buildings and improvements. . . . . . . . . . . . . . . . . . . . . . 21,440,133 21,397,235
------------ -----------
26,275,735 26,232,837
Less accumulated depreciation . . . . . . . . . . . . . . . . . . . . (4,433,064) (4,076,379)
------------ -----------
Total investment properties,
net of accumulated depreciation . . . . . . . . . . . . . . 21,842,671 22,156,458
------------ -----------
Investment in unconsolidated venture, at equity . . . . . . . . . . . . 322,168 410,294
Note receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103,055 128,914
Deferred expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . 433,728 488,710
Accrued rents receivable. . . . . . . . . . . . . . . . . . . . . . . . 316,494 316,864
------------ -----------
$ 28,081,683 28,739,912
============ ===========
LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
-----------------------------------------------------
Current liabilities:
Current portion of long-term debt . . . . . . . . . . . . . . . . . . $ 330,845 323,589
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . 53,282 9,243
Accrued interest. . . . . . . . . . . . . . . . . . . . . . . . . . . 276,071 277,297
Accrued real estate taxes . . . . . . . . . . . . . . . . . . . . . . 183,223 348,998
------------ -----------
Total current liabilities . . . . . . . . . . . . . . . . . . 843,421 959,127
------------ -----------
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . 302,500 302,500
Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . . . 59,951 59,951
Long-term debt. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16,733,289 16,895,434
------------ -----------
Commitments and contingencies
Total liabilities . . . . . . . . . . . . . . . . . . . . . . 17,939,161 18,217,012
Venture partner's subordinated equity in venture. . . . . . . . . . . . 78,302 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). . . . . . . . . . . . . . . . . (280,342) (276,410)
------------ -----------
(484,870) (469,532)
------------ -----------
Limited partners (34,220.16336 Interests):
Capital contributions, net of offering costs. . . . . . . . . . . 29,696,495 29,696,495
Cumulative cash distributions . . . . . . . . . . . . . . . . . . (12,615,473) (12,341,712)
Cumulative net earnings (losses). . . . . . . . . . . . . . . . . (6,531,932) (6,437,564)
------------ -----------
10,549,090 10,917,219
------------ -----------
Total partners' capital accounts (deficits) . . . . . . . . . 10,064,220 10,447,687
------------ -----------
$ 28,081,683 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 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 . . . . . . . . . . . . . . . . . $ 1,055,317 947,162 1,952,400 1,894,463
Interest income . . . . . . . . . . . . . . . . 56,188 80,436 125,278 161,428
----------- ---------- ----------- ----------
1,111,505 1,027,598 2,077,678 2,055,891
----------- ---------- ----------- ----------
Expenses:
Mortgage and other interest . . . . . . . . . . 369,265 375,147 731,892 751,530
Depreciation. . . . . . . . . . . . . . . . . . 178,342 178,254 356,685 356,508
Property operating expenses . . . . . . . . . . 386,093 280,813 704,914 562,385
Professional services . . . . . . . . . . . . . 20,620 20,509 53,620 55,516
Amortization of deferred expenses . . . . . . . 42,742 43,376 85,484 85,292
Management fees to corporate general partner. . 19,010 9,505 19,010 19,011
General and administrative. . . . . . . . . . . 47,315 50,494 133,158 108,533
----------- ---------- ----------- ----------
1,063,387 958,098 2,084,763 1,938,775
----------- ---------- ----------- ----------
Operating earnings (loss). . . . . . . . . 48,118 69,500 (7,085) 117,116
Partnership's share of operations
of unconsolidated ventures. . . . . . . . . . . (56,851) (35,909) (88,126) (49,984)
Venture partner's share of
venture's operations. . . . . . . . . . . . . . (1,776) (2,064) (3,089) (2,951)
----------- ---------- ----------- ----------
Net earnings (loss). . . . . . . . . . . . $ (10,509) 31,527 (98,300) 64,181
=========== ========== =========== ==========
Net earnings (loss) per
limited partnership
interest . . . . . . . . . . . . . . . . $ (.29) .88 (2.76) 1.80
=========== ========== =========== ==========
Cash distributions per
limited partnership
interest . . . . . . . . . . . . . . . . $ 8.00 4.00 8.00 8.00
=========== ========== =========== ==========
<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
SIX MONTHS ENDED JUNE 30, 1996 AND 1995
(UNAUDITED)
<CAPTION>
1996 1995
------------ ------------
<S> <C> <C>
Cash flows from operating activities:
Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (98,300) 64,181
Items not requiring (providing) cash or cash equivalents:
Depreciation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 356,685 356,508
Amortization of deferred expenses . . . . . . . . . . . . . . . . . . 85,484 85,292
Partnership's share of operations of unconsolidated ventures. . . . . 88,126 49,984
Venture partner's share of venture's operations . . . . . . . . . . . 3,089 2,951
Changes in:
Interest, rents and other receivables . . . . . . . . . . . . . . . . . 73,460 (64,295)
Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . -- 14,867
Escrow deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3,473) (64,965)
Note receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,859 23,415
Accrued rents receivable. . . . . . . . . . . . . . . . . . . . . . . . 370 36,554
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . 44,039 (295,653)
Accrued interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,226) 22,135
Accrued real estate taxes . . . . . . . . . . . . . . . . . . . . . . . (165,775) (140,268)
------------ -----------
Net cash provided by (used in) operating activities . . . . . . . 408,338 90,706
------------ -----------
Cash flows from investing activities:
Net sales and maturities (purchases) of short-term investments. . . . . . -- (3,554,933)
Additions to investment properties. . . . . . . . . . . . . . . . . . . . (42,898) (140)
Partnership's distributions from unconsolidated ventures. . . . . . . . . -- 23,368
Partnership's contributions to unconsolidated ventures. . . . . . . . . . -- (995)
Payment of deferred expenses. . . . . . . . . . . . . . . . . . . . . . . (30,502) (19,838)
------------ -----------
Net cash provided by (used in) investing activities . . . . . . . (73,400) (3,552,538)
------------ -----------
Cash flows from financing activities:
Principal payments on long-term debt. . . . . . . . . . . . . . . . . . . (154,889) (141,929)
Distributions to limited partners . . . . . . . . . . . . . . . . . . . . (273,761) (273,743)
Distributions to general partners . . . . . . . . . . . . . . . . . . . . (11,406) (194,631)
------------ -----------
Net cash provided by (used in) financing activities . . . . . . . (440,056) (610,303)
------------ -----------
Net increase (decrease) in cash and cash equivalents . . . . . . (105,118) (4,072,135)
Cash and cash equivalents, beginning of year. . . . . . . . . . . 4,856,276 4,943,718
------------ -----------
Cash and cash equivalents, end of period. . . . . . . . . . . . . $ 4,751,158 871,583
============ ===========
Supplemental disclosure of cash flow information:
Cash paid for mortgage and other interest . . . . . . . . . . . . . . . . $ 733,118 729,395
============ ===========
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
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-
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 June 30, 1996
and for the six months ended June 30, 1996 and 1995 were as follows:
Unpaid at
June 30,
1996 1995 1996
------- ------- -------------
Property management fees. . . $33,628 36,758 --
Management fees to
corporate general partner. . 19,010 19,011 --
Insurance commissions . . . . 671 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 . . . . . . . . . 31,186 42,504 29,892
------- ------- ------
$84,495 101,232 29,892
======= ======= ======
18 CENTRAL SHOPPING CENTER
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 replacement, to be completed over the next several years which are
currently expected to commence in late 1996. These costs, which are
estimated to be approximately $200,000, are currently expected to be paid
out of the Partnership's working capital and cash flow from the
Partnership's other investment properties. The Partnership is actively
pursuing replacement tenants for the remaining vacant space. 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.
PALM DESERT TOWN CENTER
Occupancy at the portion of the shopping center in which the
Partnership owns an interest decreased to 92% at June 30, 1996, down 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 funds in its
reserve to pay for its share of costs.
HOUSTON INDUSTRIAL PROPERTIES
At the end of the second quarter, the aggregate occupancy of the five
industrial buildings remained at 98%, down from 100% at December 31, 1995
due to 12,300 square feet vacated at the Silber #1 location during the
first quarter. The buildings are producing cash flow for the Partnership.
The Partnership is actively pursuing replacement tenants for the vacated
space.
INVESTMENT IN UNCONSOLIDATED VENTURE
Summary financial information for Palm Desert for the six months ended
June 30, 1996 and 1995 is as follows:
1996 1995
---------- ----------
Total income . . . . . . $5,277,655 5,305,550
Expenses applicable to
operating income . . . 6,123,601 6,038,391
---------- ----------
Net loss . . . . . . . . $ 845,946 732,841
========== ==========
Partnership's share
of loss. . . . . . . . $ 88,126 49,984
========== ==========
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 18 Central Shopping
Center. 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 some of the Limited Partners in the
Partnership received from an unaffiliated third party an unsolicited tender
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 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
offer(s) and additional potential tender offers for Interests are expected
to increase Partnership operating expenses in the third quarter.
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 significant
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 Limited
Partners over the entire term of the Partnership will be significantly less
than their original investment. 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
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 the receipt of 1995
common area maintenance income accrued in 1995 and billed in 1996 at the
Houston Properties.
The decrease in investment in unconsolidated venture, at equity at
June 30, 1996 as compared to December 31, 1995 is primarily due to the
Partnership's share of operating losses at the Palm Desert investment
property.
The increase in accounts payable at June 30, 1996 as compared to
December 31, 1995 and the increase in general and administrative expenses
for the six months ended June 30, 1996 as compared to the six months ended
June 30, 1995 is primarily due to the accrual of certain out-of-pocket
expenses and salaries and salary-related expenses to be reimbursed to the
Corporate General Partner.
The decrease in accrued real estate taxes at June 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 increase in rental 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 increased occupancy and the recovery of the special snow
assessment (as described below) at the 18 Central Shopping Center property.
The increase is also due to the 1995 common area maintenance lump-sum
billing being higher than was estimated and accrued for at year-end at the
Houston Properties.
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 increase in property operating expenses 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 recording a reserve for certain tenant
accounts receivable at the 18 Central Shopping Center and an increase in
snow removal costs resulting from severe winter weather experienced at the
18 Central Shopping Center property. A special snow assessment was billed
and recovered from the tenants in 1996.
The increase in Partnership's share of operations of unconsolidated
venture 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 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 which commenced in the fourth quarter of 1995.
<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%
2. 18 Central Shopping Center
East Brunswick, New Jersey . 91% 82% 82% 91% 92% 92%
3. Minimax #2,
Houston, Texas . . . . . . . 100% 100% 100% 100% 100% 100%
4. Minimax #3,
Houston, Texas . . . . . . . 100% 100% 100% 100% 100% 100%
5. 1801 West Belt
Houston, Texas . . . . . . . 100% 100% 100% 100% 100% 100%
6. Pine Forest #17
Houston, Texas . . . . . . . 100% 100% 100% 100% 100% 100%
7. Silber #1
Houston, Texas . . . . . . . 100% 100% 100% 100% 93% 93%
</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 on Form 10-K for December 31, 1992 (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) 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 - XVII
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
<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> 4,751,158
<SECURITIES> 0
<RECEIVABLES> 312,409
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 5,063,567
<PP&E> 26,275,735
<DEPRECIATION> 4,433,064
<TOTAL-ASSETS> 28,081,683
<CURRENT-LIABILITIES> 843,421
<BONDS> 16,733,289
<COMMON> 0
0
0
<OTHER-SE> 10,064,220
<TOTAL-LIABILITY-AND-EQUITY> 28,081,683
<SALES> 1,952,400
<TOTAL-REVENUES> 2,077,678
<CGS> 0
<TOTAL-COSTS> 1,147,083
<OTHER-EXPENSES> 205,788
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 731,892
<INCOME-PRETAX> (7,085)
<INCOME-TAX> 0
<INCOME-CONTINUING> (98,300)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (98,300)
<EPS-PRIMARY> (2.76)
<EPS-DILUTED> (2.76)
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