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, 1998 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 [ ]
<PAGE>
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. . . . . . . . . . . . . . 12
PART II OTHER INFORMATION
Item 5. Other Information. . . . . . . . . . . . . . . . 14
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . 15
<PAGE>
<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, 1998 AND DECEMBER 31, 1997
(UNAUDITED)
ASSETS
------
<CAPTION>
JUNE 30, DECEMBER 31,
1998 1997
-------------- ------------
<S> <C> <C>
Current assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . $ 6,191,630 6,115,185
Interest, rents and other receivables . . . . . . . . . . . . . . . 33,842 30,653
----------- -----------
Total current assets. . . . . . . . . . . . . . . . . . . . 6,225,472 6,145,838
----------- -----------
Investment in unconsolidated venture, at equity . . . . . . . . . . . 240,974 282,080
----------- -----------
$ 6,466,446 6,427,918
=========== ===========
<PAGE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XVII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED BALANCE SHEETS - CONTINUED
LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
-----------------------------------------------------
JUNE 30, DECEMBER 31,
1998 1997
-------------- ------------
Current liabilities:
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . $ 5,839 40,000
------------ -----------
Total current liabilities . . . . . . . . . . . . . . . . . 5,839 40,000
------------ -----------
Commitments and contingencies
Total liabilities . . . . . . . . . . . . . . . . . . . . . 5,839 40,000
Partners' capital accounts (deficits):
General partners:
Capital contributions . . . . . . . . . . . . . . . . . . . . . 20,000 20,000
Cumulative cash distributions . . . . . . . . . . . . . . . . . (238,785) (238,785)
Cumulative net earnings (losses). . . . . . . . . . . . . . . . (263,981) (266,889)
------------ -----------
(482,766) (485,674)
------------ -----------
Limited partners:
Capital contributions, net of offering costs. . . . . . . . . . 29,696,495 29,696,495
Cumulative cash distributions . . . . . . . . . . . . . . . . . (20,142,970) (20,142,970)
Cumulative net earnings (losses). . . . . . . . . . . . . . . . (2,610,152) (2,679,933)
------------ -----------
6,943,373 6,873,592
------------ -----------
Total partners' capital accounts (deficits) . . . . . . . . 6,460,607 6,387,918
------------ -----------
$ 6,466,446 6,427,918
============ ===========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XVII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED 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 . . . . . . . . . . . . . . . . $ -- 430,404 -- 1,192,057
Interest income . . . . . . . . . . . . . . . 74,148 100,370 145,314 143,713
Other income. . . . . . . . . . . . . . . . . 24,308 -- 50,156 --
----------- ---------- ---------- ----------
98,456 530,774 195,470 1,335,770
----------- ---------- ---------- ----------
Expenses:
Mortgage and other interest . . . . . . . . . -- 207,911 -- 420,883
Property operating expenses . . . . . . . . . -- 187,280 -- 487,616
Professional services . . . . . . . . . . . . 26,191 27,796 64,291 62,863
Amortization of deferred expenses . . . . . . -- 27,366 -- 79,593
Management fees to corporate general partner. -- 4,752 -- 4,752
General and administrative. . . . . . . . . . 62,206 71,038 120,153 133,735
----------- ---------- ---------- ----------
88,397 526,143 184,444 1,189,442
----------- ---------- ---------- ----------
10,059 4,631 11,026 146,328
Partnership's share of earnings (loss) from
operations of unconsolidated ventures . . . . 15,013 (35,612) 61,663 (60,711)
Venture partner's share of venture's operations -- (159) -- (1,706)
----------- ---------- ---------- ----------
Earnings before gain on sale of
investment property . . . . . . . . . 25,072 (31,140) 72,689 83,911
Gain on sale of investment property, net of
venture partner's share of gain of $37,708. . -- -- -- 3,733,116
----------- ---------- ---------- ----------
<PAGE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XVII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED STATEMENTS OF OPERATIONS - CONTINUED
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30 JUNE 30
-------------------------- --------------------------
1998 1997 1998 1997
----------- ---------- ----------- ----------
Earnings (loss) before Partnership's
share of extraordinary item . . . . . 25,072 (31,140) 72,689 3,817,027
Extraordinary item, net of venture
partner's share of $820 . . . . . . . . . . . -- -- -- (81,123)
----------- ---------- ---------- ----------
Net earnings (loss) . . . . . . . . . . $ 25,072 (31,140) 72,689 3,735,904
=========== ========== ========== ==========
Net earnings (loss) per limited
partnership interest:
Earnings before gain on sale
of investment property. . . . . . . $ .70 (.88) 2.04 2.35
Net gain on sale of investment
property. . . . . . . . . . . . . . -- -- -- 108.01
Net extraordinary item. . . . . . . . -- -- -- (2.35)
----------- ---------- ---------- ----------
$ .70 (.88) 2.04 108.01
=========== ========== ========== ==========
Cash distributions per limited
partnership interest. . . . . . . . . $ -- 212.00 -- 212.00
=========== ========== ========== ==========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XVII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED 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) . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 72,689 3,735,904
Items not requiring (providing) cash or cash equivalents:
Amortization of deferred expenses . . . . . . . . . . . . . . . . . . -- 79,593
Partnership's share of operations of unconsolidated ventures. . . . . (61,663) 60,711
Venture partner's share of venture's operations, gain on sale or
disposition of investment property and extraordinary item . . . . . -- 38,594
Total gain on sale of investment property . . . . . . . . . . . . . . -- (3,770,824)
Extraordinary item. . . . . . . . . . . . . . . . . . . . . . . . . . -- 81,943
Net asset decrease in the sale of investment property . . . . . . . . -- 67,999
Changes in:
Interest, rents and other receivables . . . . . . . . . . . . . . . . . (3,189) 26,171
Escrow deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . -- (25,758)
Note receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . -- 14,152
Accrued rents receivable. . . . . . . . . . . . . . . . . . . . . . . . -- 7,790
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . (34,161) 27,629
Accrued interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . -- (5,898)
Accrued real estate taxes . . . . . . . . . . . . . . . . . . . . . . . -- (351,841)
Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . . . -- (62,381)
------------ -----------
Net cash provided by (used in) operating activities . . . . . . . (26,324) (76,216)
------------ -----------
Cash flows from investing activities:
Additions to investment properties. . . . . . . . . . . . . . . . . . . . -- (95,720)
Partnership's distribution from unconsolidated venture. . . . . . . . . . 102,769 --
Payment of deferred expenses. . . . . . . . . . . . . . . . . . . . . . . -- (28,593)
Cash proceeds from sale of investment property,
net of selling expenses . . . . . . . . . . . . . . . . . . . . . . . . -- 8,922,472
------------ -----------
Net cash provided by (used in) investing activities . . . . . . . 102,769 8,798,159
------------ -----------
<PAGE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XVII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
1998 1997
------------ ------------
Cash flows from financing activities:
Principal payments on long-term debt. . . . . . . . . . . . . . . . . . . -- (143,714)
Distributions to venture partner. . . . . . . . . . . . . . . . . . . . . -- (77,639)
Distributions to limited partners . . . . . . . . . . . . . . . . . . . . -- (7,253,790)
Distributions to general partners . . . . . . . . . . . . . . . . . . . . -- (2,851)
----------- -----------
Net cash provided by (used in) financing activities . . . . . . . -- (7,477,994)
----------- -----------
Net increase (decrease) in cash and cash equivalents . . . . . . 76,445 1,243,949
Cash and cash equivalents, beginning of year. . . . . . . . . . . 6,115,185 4,841,921
------------ -----------
Cash and cash equivalents, end of period. . . . . . . . . . . . . $ 6,191,630 6,085,870
============ ===========
Supplemental disclosure of cash flow information:
Cash paid for mortgage and other interest . . . . . . . . . . . . . . . . $ -- 630,687
============ ===========
Non-cash investing and financing activities:
Total sales proceeds from sale of investment property:
Total sales proceeds, net of selling expenses . . . . . . . . . . . . $ -- 16,053,577
Prepayment penalties. . . . . . . . . . . . . . . . . . . . . . . . . -- (81,943)
Payoff of mortgage loans and accrued interest . . . . . . . . . . . . -- (7,049,162)
------------ -----------
Cash proceeds from sale of investment properties. . . . . . . . . $ -- 8,922,472
============ ===========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XVII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
NOTES TO CONSOLIDATED 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 year ended December 31, 1997 which are
included in the Partnership's 1997 Annual Report on Form 10-K (File No. 0-
17708) dated on March 21, 1998, as certain footnote disclosures which would
substantially duplicate those contained in such audited financial
statements have been omitted from this report. Capitalized terms used but
not defined in this quarterly report have the same meaning as in the
Partnership's 1997 Annual Report on Form 10-K.
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.
The accompanying consolidated financial statements include $61,663 and
($60,711), respectively, of the Partnership's share of total property
operations of $591,921 and ($582,782) for unconsolidated properties for the
six months ended June 30, 1998 and 1997, respectively, which are held for
sale or disposition or have been sold or disposed of during the past two
years.
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 and certain of their officers, and for
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, 1998
and for the six months ended June 30, 1998 and 1997 were as follows:
Unpaid at
June 30,
1998 1997 1998
------- ------ -------------
Property management fees. . . $ -- 32,127 --
Management fees to
corporate general partner. . -- 4,752 --
Insurance commissions . . . . 1,922 2,892 --
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 . . . . . . . . . 37,171 15,916 5,000
------- ------- ------
$39,093 55,687 5,000
======= ======= ======
<PAGE>
PALM DESERT TOWN CENTER
Occupancy at the portion of the shopping center in which the
Partnership owns an interest decreased to 84% at June 30, 1998 down from
88% at December 31, 1997. Sales at the center have been negatively
impacted during the last several quarters by new competition in the
center's trade area. The increased competition has resulted in lower
effective rents upon re-leasing of space. 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. The property has been
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.
The Partnership and Carlyle-XVI entered into an agreement with the
unaffiliated venture partner, effective January 1, 1998, pursuant to which
the Partnership and Carlyle-XVI granted the unaffiliated venture partner an
option to acquire their interests in the joint venture. Pursuant to such
option, the unaffiliated venture partner has the right (but not the
obligation) to purchase all (but not less than all) of the Partnership's
and Carlyle-XVI's interests in the joint venture by giving notice of its
exercise of the option during the term of the option, which was originally
scheduled to expire July 15, 1998 but was extended through August 14, 1998
pursuant to a first amendment to the Palm Desert Option Agreement with
substantially the same terms as the original agreement. The unaffiliated
venture partner has requested an additional extension of the expiration
date for the option, and the Partnership and Carlyle-XVI are considering
that request. The aggregate purchase price for the interests is
$7,000,000. In consideration for the option, the unaffiliated venture
partner is required to pay $58,333 for each month of the option term. The
Partnership and Carlyle-XVI will share the consideration for the option
and, if applicable, the purchase price in proportion to their respective
capital contributions to the joint venture (i.e., approximately 14.2% for
the Partnership and approximately 85.8% for Carlyle-XVI). Concurrently
with the execution of the option agreement, the joint venture made a
distribution to the Partnership and Carlyle-XVI in the aggregate amount of
approximately $740,000 (of which the Partnership's share was approximately
$103,000), which represents undistributed net cash flow of the joint
venture through the end of 1997. All other funds and net cash flow of the
joint venture during the term of the option are to be held by the joint
venture for its use, and if the sale of the Partnership's and Carlyle-XVI's
interests closes pursuant to the option agreement, such funds and net cash
flow will inure to the benefit of the unaffiliated venture partner. The
unaffiliated venture partner agreed to pay deficits of the joint venture
incurred in the ordinary course of its business that arise or accrue during
the term of the option, to the extent that the joint venture's funds and
net cash flow are insufficient to cover such deficits. The property is
expected to operate near the break-even level during the term of the
option. In general, the Partnership, Carlyle-XVI and the unaffiliated
venture partner agreed not to sell or refinance the Palm Desert Town Center
or engage in other actions outside the ordinary course of the joint
venture's business, not to make any distribution of the joint venture's
funds to its partners except for the distribution to the Partnership and
Carlyle-XVI described above, and, unless consented to by all of the
partners in the joint venture, not to amend or modify existing leases and
other contracts, and not to enter into new leases or agreements, affecting
the property during the term of the option. The unaffiliated venture
partner may terminate the option by giving notice of termination to the
Partnership and Carlyle-XVI, and under certain extraordinary circumstances
involving a termination of the option, the Partnership and Carlyle-XVI may
be obligated to refund the option consideration. In the event such a sale
does occur, the Partnership and Carlyle-XVI would not participate in, or be
required to pay a share of the costs of, an expansion of the mall and
restructuring of the ground lease and mortgage loan for the joint venture.
The Partnership could thereafter distribute a majority of the funds it
currently holds as working capital reserves for the possible payment of its
share of such costs, as well as any distributable net proceeds from such
sale. There is no assurance that the option will be exercised or that a
<PAGE>
sale of the Partnership's and Carlyle-XVI's interest in the joint venture
will occur. During the term of the option, the unaffiliated venture
partner is entitled to pursue a possible expansion of the mall and
restructuring of the ground lease and mortgage loan on its own, provided
that no contracts are made effective prior to the exercise of the option
and the close of escrow and no liability accrues to the Partnership or
Carlyle-XVI from the unaffiliated venture partner's actions.
The land underlying the shopping center is owned by the lender under
the first mortgage loan. Palm Desert leases the land by assignment of an
existing ground lease which provides for minimum annual rental payments of
$900,000, as well as for additional rental payments for each calendar year
equal to 50% of the amount by which certain of the ground lessee's gross
receipts from the shopping center exceed $6,738,256. Total ground rent
expense for the six months ended June 30, 1998 and 1997 was $450,000 and
$547,716, respectively.
INVESTMENT IN UNCONSOLIDATED VENTURE
Summary financial information for Palm Desert for the six months ended
June 30, 1998 and 1997 is as follows:
1998 1997
---------- ----------
Total income . . . . . . . . . . $4,823,349 5,040,523
Expenses applicable to
operating income . . . . . . . 4,231,427 5,623,305
---------- ----------
Net income (loss). . . . . . . . $ 591,922 (582,782)
========== ==========
Partnership's share
of income (loss) . . . . . . . $ 61,663 (60,711)
========== ==========
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. 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 Partnership's
remaining investment property.
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 previously
retained Lehman Brothers Inc. as financial advisor to assist the Special
Committee in evaluating and responding to potential tender offers for
Interests.
Commencing in the third quarter of 1997 some of the Holders of
Interests in the Partnership received from unaffiliated third parties an
unsolicited offer to purchase up to 4.9% of the outstanding Interests in
the Partnership at $100 per Interest. Such offer was extended from time to
time and expired in early April 1998. The Special Committee recommended
against acceptance of this offer on the basis that, among other things, the
offer price was inadequate. As of the date of this report, the Partnership
is aware that 5.92% of the Interests have been purchased by all
unaffiliated third parties who have made unsolicited offers for Interests,
either pursuant to such offers or through negotiated purchases. It is
possible that other offers for Interests may be made in the future,
although there is no assurance that any such offer will be made, the terms
of any such offer or whether any such offer will be consummated, amended or
withdrawn.
As of June 30, 1998, the Partnership had cash and cash equivalents of
approximately $6,192,000. Such cash and cash equivalents are available for
capital improvements and other working capital requirements, including the
Partnership's share of the costs for a possible expansion of the mall and
restructuring of the ground lease and loan at Palm Desert Town Center. The
Partnership and its unconsolidated venture have currently budgeted in 1998
approximately $177,000 (excluding costs of the possible expansion and
restructuring) for tenant improvements and other capital expenditures. The
Partnership's share of such items in 1998 is currently budgeted to be
approximately $19,000 of which approximately $2,200 has been spent as of
June 30, 1998. Actual amounts expended in 1998 may vary depending on a
number of factors including, actual leasing activity, results of property
operations, liquidity considerations and other market conditions over the
course of the year and whether the Palm Desert joint venture proceeds with
a possible expansion of the mall and restructuring of the ground lease and
mortgage loan. In addition, the Partnership has entered into an agreement
with Carlyle-XVI and the unaffiliated venture partner in the Palm Desert
joint venture pursuant to which the unaffiliated joint venture has the
option through August 14, 1998 to elect to purchase the Partnership's and
Carlyle-XVI's interests in the Palm Desert joint venture for an aggregate
purchase price of $7,000,000 (of which the Partnership's share would be
approximately $990,000). The unaffiliated venture partner has requested an
extension of the option expiration date, and the Partnership and Carlyle-
XVI are considering that request. Pursuant to the option agreement, the
Palm Desert joint venture made a distribution to the Partnership and
Carlyle-XVI in the aggregate amount of $740,000 (of which the Partnership's
share was approximately $103,000), which represents undistributed net cash
flow of the joint venture through the end of 1997. All other funds and net
cash flow of the joint venture during the term of the option are to be held
by the joint venture for its use, and if the sale of the Partnership's and
Carlyle-XVI's interests closes pursuant to the option agreement, such funds
and net cash flow will inure to the benefit of the unaffiliated venture
partner. Reference is made to the Notes for a further discussion of the
<PAGE>
option agreement. In the event of a sale of its interest pursuant to the
exercise of such option, the Partnership would not participate in, or be
required to pay a share of the costs of, an expansion of the mall and
restructuring of the ground lease and mortgage loan for Palm Desert.
The primary source of the Partnership's cash flow from operations in
recent years has been from the Houston Industrial Properties and Silber #1.
As a result of the 1997 sale of the Houston Industrial Properties and
Silber #1, the Partnership does not anticipate making any further
distributions of cash generated from operations on a current basis. The
Partnership currently plans to retain the balance of cash and investments
it holds for the working capital requirements of the Partnership. Future
distributions of the Partnership will depend upon the capital requirements
of the Partnership and the Palm Desert joint venture as well as the terms
of any sale of the Palm Desert Town Center (or the Partnership's interest
therein). Any working capital reserves of the Partnership which are not
ultimately used for working capital purposes would be available for future
distributions.
The affairs of the Partnership are expected to be wound up no later
than December 31, 1999 (sooner if the remaining property or the
Partnership's interest therein is sold in the near term), barring
unforeseen economic developments. Although the Partnership expects to
distribute sale proceeds from the disposition of the Partnership's
remaining investment property, aggregate distributions of sale and
refinancing proceeds received by the Holders of Interests over the entire
term of the Partnership will be significantly less than their original
investment of $1,000 per Interest.
RESULTS OF OPERATIONS
Significant fluctuations in the accompanying consolidated financial
statements not otherwise described below are primarily due to the sale of
the Houston Industrial Properties and Silber #1 in March 1997 and the
transfer of title to the 18 Central Shopping Center to the lender in
November 1997.
The decrease in investment in unconsolidated venture, at equity, at
June 30, 1998 as compared to December 31, 1997 is due to the distribution
to the Partnership of approximately $103,000 of undistributed cash flow in
the first quarter of 1998 partially offset by the Partnership's share of
operations at the Palm Desert property.
The other income reported for the three and six months ended June 30,
1998 primarily represents the Partnership's share of the consideration the
unaffiliated venture partner of the Palm Desert joint venture paid during
1998 pursuant to the option agreement.
The increase in the Partnership's share of operations of
unconsolidated ventures for the three and six months ended June 30, 1998 as
compared to the same period in 1997 is primarily due to the Palm Desert
property being classified as held for sale or disposition as of July 1,
1997, and therefore, no longer subject to continued depreciation.
<PAGE>
<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
property owned during 1998:
<CAPTION>
1997 1998
-------------------------------------- ------------------------------
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>
Palm Desert Town Center
Palm Desert, California . . . . 88% 86% 87% 88% 85% 84%
</TABLE>
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
3-A. Amended and Restated Agreement of Limited Partnership
set forth as Exhibit A to the Prospectus, is hereby incorporated by
reference to Exhibit 3 to the Partnership's Report on Form 10-K for
December 31, 1992 (File No. 0-17708) dated March 19, 1993.
3-B. Acknowledgement of rights and duties of the General
Partners of the Partnership between ABPP Associates, L.P. (a successor
Associated General Partner of the Partnership) and JMB Realty Corporation
as of December 31, 1995 are hereby incorporated by reference to Exhibit 3-B
to the Partnership's Report for September 30, 1996 on Form 10-Q as amended
(File No. 0-17708) dated November 8, 1996.
4-A. Assignment Agreement set forth as Exhibit B to the
Prospectus, a copy of which is hereby incorporated by reference to Exhibit
4-A to the Partnership's Report on Form 10-K for December 31, 1992 (File
No. 0-17708) dated March 19, 1993.
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. Sale documents relating to the contract for sale by
the Partnership of its interest in the Houston Industrial Properties are
hereby incorporated by reference to the Partnership's Report for March 28,
1997 on Form 8-K (File No. 0-17708) dated April 11, 1997.
10-C. Deed in Lieu of Foreclosure Agreement relating to the
transfer of title to the 18 Central Shopping Center is hereby incorporated
by reference to the Partnership's Report for November 14, 1997 on Form 8-K
(File No. 0-17708) dated November 26, 1997.
10-D. Palm Desert Option Agreement by the Partnership and
Carlyle-XVI relating to the unaffiliated venture partner's option to
purchase the Partnership and Carlyle-XVI's interest in the joint venture
dated March 11, 1998 is hereby incorporated by reference to the
Partnership's Report for March 31, 1998 on Form 10-Q (File No. 0-17708)
dated May 13, 1998.
27. Financial Data Schedule
(b) No reports on Form 8-K have been filed during the quarter
covered by this report.
<PAGE>
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 12, 1998
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.
By: GAILEN J. HULL
Gailen J. Hull, Principal Accounting Officer
Date: August 12, 1998
<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, 1998 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-31-1998
<PERIOD-END> JUN-30-1998
<CASH> 6,191,630
<SECURITIES> 0
<RECEIVABLES> 33,842
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 6,225,472
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 6,466,446
<CURRENT-LIABILITIES> 5,839
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 6,460,607
<TOTAL-LIABILITY-AND-EQUITY> 6,466,446
<SALES> 0
<TOTAL-REVENUES> 195,470
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 184,444
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 11,026
<INCOME-TAX> 0
<INCOME-CONTINUING> 72,689
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 72,689
<EPS-PRIMARY> 2.04
<EPS-DILUTED> 2.04
</TABLE>
