Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: CARLYLE INCOME PLUS, LTD. - II
Commission File No. 000-17705
Form 10-Q
Gentlemen:
Transmitted, for the above-captioned registrant, is the
electronically filed executed copy of registrant's current
report on Form 10-Q for the 2nd quarter June 30, 1996.
Thank you.
Very truly yours,
CARLYLE INCOME PLUS, LTD.
By: JMB Realty Corporation
Corporate General Partner
By:
Gailen J. Hull, Senior Vice President
and Principal Accounting Officer
GJH/jt
Enclosures
<PAGE>
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
number 0-17705
CARLYLE INCOME PLUS, L.P.-II
(Exact name of registrant as specified in its charter)
Delaware 36-3555432
(State of organization) (I.R.S. Employer
Identification No.)
900 N. Michigan Ave., Chicago, Illinois 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 . . . . . . . . . . . . . . . . . 17
PART II OTHER INFORMATION
Item 5. Other Information . . . . . . . . . . . . . . 20
Item 6. Exhibits and Reports on Form 8-K. . . . . . . 21
<PAGE>
<TABLE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CARLYLE INCOME PLUS, L.P.-II
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED BALANCE SHEETS
JUNE 30, 1996 AND December 31, 1995
(UNAUDITED)
A s s e t s
--------------
<CAPTION>
June 30, December 31,
1996 1995
<S> --------- ------------
Current assets: <C> <C>
Cash and cash equivalents . . . . . . . $ 4,552,063 3,606,715
Interest, rents and other receivables. . 64,693 54,610
Prepaid expenses . . . . . . . . . . . . 27,949 11,986
---------- ----------
Total current assets . . . . . . . . . 4,644,705 3,673,311
---------- ----------
Investment property, at cost:
Land . . . . . . . . . . . . . . . . . . 4,586,545 4,586,545
Buildings and improvements . . . . . . . 16,814,994 16,793,928
---------- ----------
21,401,539 21,380,473
Less accumulated depreciation. . . . . . 4,090,900 3,945,031
---------- ----------
Total investment property, net of
accumulated depreciation. . . . . . . 17,310,639 17,435,442
---------- ----------
CARLYLE INCOME PLUS, LP - II
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED BALANCE SHEETS - CONTINUED
Investment in unconsolidated affiliated
corporation, at equity . . . . . . . 23,785,789 24,284,252
Investment in unconsolidated
venture, at equity . . . . . . . . . 4,089,361 3,980,419
---------- ----------
$ 49,830,494 49,373,424
========== ==========
LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
--------------------------------------------------------
Current liabilities:
Accounts payable . . . . . . . . . . .$ 120,332 21,939
Amounts due to affiliates . . . . . . 23,272 26,687
Accrued real estate taxes. . . . . . . 122,575 --
---------- ----------
Total current liabilities. . . . . . 266,179 48,626
---------- ----------
Tenant security deposits . . . . . . . . 104,630 107,369
---------- ----------
Commitments and contingencies
Total liabilities. . . . . . . . 370,809 155,995
---------- ----------
Venture partner's subordinated equity
in venture . . . . . . . . . . . . . . 5,738,228 5,523,770
Partners' capital accounts
(deficits):
<PAGE>
CARLYLE INCOME PLUS, LP - II
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED BALANCE SHEETS - CONTINUED
General partners:
Capital contributions. . . . . . . . . 25,000 25,000
Cumulative net earnings. . . . . . . . 506,312 450,800
Cumulative cash distributions. . . . . (825,154) (771,032)
--------- ---------
(293,842) (295,232)
--------- ---------
Limited partners (64,269.53 interests):
Capital contributions, net of
offering costs and
purchase discounts. . . . . . . . . . 55,256,131 55,256,131
Cumulative net earnings. . . . . . . . 8,116,624 7,061,904
Cumulative cash distributions. . . . .(19,357,456) (18,329,144)
---------- ----------
44,015,299 43,988,891
---------- ----------
Total partners' capital accounts . 43,721,457 43,693,659
---------- ----------
$ 49,830,494 49,373,424
========== ==========
<FN>
See accompanying notes to consolidated financial statements.
/TABLE
<PAGE>
<TABLE>
CARLYLE INCOME PLUS, L.P.-II
(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 . . . . .830,524 800,290 1,663,310 1,621,308
Interest income . . . . 56,858 58,591 122,898 113,886
------- ------- ------- -------
887,382 858,881 1,786,208 1,735,194
------- ------- ------- -------
Expenses:
Depreciation. . . . . . -- 143,158 145,870 286,316
Property operating
expenses . . . . . . .375,834 427,055 846,587 818,095
Professional services . 22,366 33,500 50,366 58,500
General and
administrative . . . . 60,964 31,821 139,317 59,659
-------- ------- -------- -------
459,164 635,534 1,182,140 1,222,570
-------- ------- -------- -------
Operating earnings
(loss) . . . . . . . .428,218 223,347 604,068 512,624
<PAGE>
CARLYLE INCOME PLUS, L.P.-II
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED STATEMENTS OF OPERATIONS - CONTINUED
Partnership's share of
earnings of
unconsolidated
affiliated corporation .344,808 300,920 611,680 557,520
Partnership's share of
operations of
unconsolidated venture .56,493 78,868 108,942 154,840
Venture partner's
share of venture's
operations. . . . . . . .(144,885) (72,354) (214,458) (162,292)
------- -------- --------- --------
Net earnings (loss) .$ 684,634 530,781 1,110,232 1,062,692
======= ======== ========= =========
Net earnings (loss)
per limited
partnership
interest . . . . . .$ 10.12 7.85 16.41 15.71
======= ======== ========= =========
Cash distributions
per limited
partnership
interest . . . . . . .$ 16.00 8.00 16.00 24.00
======= ======== ======= ========
<FN>
See accompanying notes to consolidated financial statements.
/TABLE
<PAGE>
<TABLE>
CARLYLE INCOME PLUS, L.P.-II
(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) . . . . . . $ 1,110,232 1,062,692
Items not requiring (providing)
cash or cash equivalents:
Depreciation. . . . . . . . . . 145,870 286,316
Partnership's share of earnings
of unconsolidated affiliated corporation,
net of dividends . . . . . . . 498,463 422,018
Partnership's share of operations of
unconsolidated venture, net of
distributions. . . . . . . . . (108,942) (4,840)
Venture partner's share of
venture's operations. . . . . 214,458 162,292
Changes in:
Interest, rents and
other receivables. . . . . . . (10,083) (9,378)
Prepaid expenses. . . . . . . . (15,963) (14,390)
Accounts payable. . . . . . . . 98,393 10,637
Amounts due to affiliates . . . (3,415) (14,953)
Unearned rents. . . . . . . . . -- 76,709
Accrued real estate taxes . . . 122,575 134,458 <PAGE>
CARLYLE INCOME PLUS, L.P.-II
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
1996 1995
------- -------
Tenant security deposits. . . . (2,739) (3,686)
---------- ----------
Net cash provided by (used in)
operating activities . . . . . 2,048,849 2,107,875
---------- ----------
Cash flows from investing activities:
Net purchases of short-term
investments. . . . . . . . . . -- (1,607,183)
Additions to investment properties (21,067) (80,452)
---------- ----------
Net cash provided by (used in) investing
activities . . . . . . . . . . (21,067) (1,687,635)
---------- ----------
Cash flows from financing activities:
Distributions to venture
partner. . . . . . . . . . . . -- (170,500)
Distributions to limited partners (1,028,312) (1,542,469)
Distributions to general
partners . . . . . . . . . . . (54,122) (81,182)
---------- ----------
Net cash provided by (used in) financing
activities . . . . . . . . . . (1,082,434) (1,794,151)
---------- ----------
Net increase (decrease) in cash and
cash equivalents . . . . . . . 945,348 (1,373,911)
Cash and cash equivalents,
beginning of year. . . . . . . 3,606,715 2,024,097
--------- ----------
<PAGE>
CARLYLE INCOME PLUS, L.P.-II
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
Cash and cash equivalents,
end of period. . . . . . . . . $ 4,552,063 650,186
======== =========
Supplemental disclosure of
cash flow information:
Cash paid for mortgage and
other interest . . . . . . . . $ -- --
======== ==========
Non-cash investing and
financing activities . . . . . $ -- --
======== ==========
<FN>
See accompanying notes to consolidated financial statements.
/TABLE
<PAGE>
CARLYLE INCOME PLUS LIMITED - II
(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 fiscal year
ended December 31, 1995, which are included in the Partnership's
1995 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.
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 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 <PAGE>
CARLYLE INCOME PLUS LIMITED - II
( A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)
and other expenses required to be paid by the Partnership 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
------ ----- ----------
Insurance commissions. . .$ 588 2,984 --
Reimbursement (at cost)
for salary and salary-
related expenses related
to the on-site and other
costs for the Partnership
and its investment
properties. . . . . . . . 27,413 27,983 23,272
------ ------ ------
$ 28,001 30,967 23,272
====== ====== ======
ASHBY APARTMENTS
The property is 96% occupied at June 30, 1996. Two
apartment complexes (one to contain 624 units, the other 594
units) are being developed in the Ashby sub-market. These new
properties are expected to compete directly with The Ashby upon
their projected completion and occupancy in late 1996, which
could adversely affect future cash flow. The CIP/Ashby joint
venture (the "venture") is conserving its working capital in
order to fund budgeted 1996 capital costs of approximately
$500,000, only a minor portion of which has been expended at
June 30, 1996.
In July 1996, the venture entered into a contract with a
potential purchaser for the sale of this property for a sale
price of $21,400,000, payable in cash at closing. The sale of
the property is subject to the closing of the transaction
including satisfaction of certain closing conditions. There can
be no assurance, however, that the final sale agreement will not
differ in various respects from the present agreement, or that
the sale of the property will be consummated on any terms. If
the sale is consummated under the proposed terms, the venture<PAGE>
CARLYLE INCOME PLUS LIMITED - II
( A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)
would recognize a gain of approximately $3,700,000 for financial
reporting purposes (of which the Partnership's share would be
approximately $2,553,000), primarily as a result of a $7,572,479
value impairment recorded by the venture in 1994 (of which the
Partnership's share was $5,225,011), and would recognize a loss
of approximately $3,400,000 for Federal income tax reporting
purposes in 1996 (of which the Partnership's share would be
approximately $ 2,346,000).
The property was classified as held for sale as of April 1,
1996 and therefore has not been subject to continued
depreciation as of that date. The accompanying consolidated
financial statements include $843,204 and $803,612 of revenues
for the three months ended June 30, 1996 and 1995 and $375,834
and $570,213 of operating expenses for the three months ended
June 30, 1996 and 1995 , respectively. The property had a net
carrying value of $17,310,639 and $17,435,442 at June 30, 1996
and December 31, 1995, respectively.
1225 CONNECTICUT AVENUE
1225 Investment Corporation incurred approximately
$5,300,000 of anticipated tenant improvement costs, lobby
renovation and sprinkler system costs related to the lease
extension for Ernst & Young, as well as tenant improvement costs
for other tenants in 1994 and 1995. Such costs were paid during
1994 and 1995 from the net proceeds of approximately $5,300,000
from the January 1994 refinancing of the existing mortgage loan
secured by the property. The property remains 100% occupied at
June 30, 1996.
LANDINGS SHOPPING CENTER
Occupancy at the property decreased to 65% at June 30,
1996, from 82% at March 31, 1996 primarily as a result of the
vacating of four tenants which occupied approximately 16,700
square feet. The JMB/Landings joint ventue (the "venture") is
pursuing its legal remedies concerning the approximately $88,000
in aggregate arrearages due from various tenants, including
approximately $35,000 in delinquent rents due from a tenant
occupying 11,200 square feet whose parent company recently filed
for bankruptcy protection. <PAGE>
CARLYLE INCOME PLUS LIMITED - II
( A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)
In addition tenant leases representing approximately 19% and 26%
of the leasable space at the property are scheduled to expire in
1997 and 1998, respectively, not all of which are expected to be
renewed. The venture is conserving its workingcapital in order
to fund budgeted 1996 capital and tenant costs of approximately
$100,000 (most of which has not been expended at June 30, 1996)
and for potential future costs in connection with the lease up
of the vacant space. <PAGE>
<TABLE>
CARLYLE INCOME PLUS LIMITED - II
( A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)
UNCONSOLIDATED INVESTMENTS - SUMMARY INFORMATION
JMB/LANDINGS
Summary income statement information for JMB/Landings Associates for the
six months ended June 30, 1996 and 1995 is as follows:
<CAPTION>
1996 1995
--------- ---------
<S> <C> <C>
Total income. . . . . . .$ 579,910 651,114
========= =========
Operating earnings. . . .$ 217,884 309,680
========= =========
Partnership's share
of earnings . . . . . . .$ 108,942 154,840
========= =========
<PAGE>
CARLYLE INCOME PLUS LIMITED - II
( A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONCLUDED)
(Unaudited)
1225 CONNECTICUT AVENUE, N.W.
Summary income statement information for 1225 Investment Corporation for the six months ended
June 30, 1996 and 1995 is as follows:
1996 1995
--------- ---------
Total income. . . . . .$ 3,602,747 3,369,836
========= =========
Operating earning . . .$ 1,404,870 1,280,478
========= =========
Partnership's share of
earnings . . . . . . .$ 611,680 557,520
========= =========
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.
<FN>
/TABLE
<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
consolidated financial statements for additional information
concerning the Partnership's investments.
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 2,997 Interests in
the Partnership at $350 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 564 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 offer{s} for
Interests. Expenses incurred in connection with the previous
tender offer and additional potential tender offers for
Interests are expected to increase Partnership operating
expenses in the third quarter.
In an effort to reduce Partnership operating expenses, the
Partnership has elected to make semiannual rather than quarterly
distributions of available operating cash flow beginning in
November 1995. After reviewing the Partnership's properties and
marketplaces in which they operate, the General Partners of the
Partnership expect to be able to conduct an orderly liquidation
of its 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 nearer term), barring any unforeseen
economic developments.
<PAGE>
RESULTS OF OPERATIONS
The increase in cash and cash equivalents at June 30, 1996 as
compared to December 31, 1995 is attributable primarily to the
Partnership's receipt of approximately $1,110,000 of dividends
from 1225 Investment Corporation in 1996. An additional
increase in cash and cash equivalents is attributable to the
operations of the Partnership's consolidated venture, CIP/Ashby,
during the six months ended June 30, 1996. These increases were
partly offset by the Partnership's semiannual distribution in
May 1996 of approximately $1,082,000 ($16 per Interest to the
Limited Partners and the General Partners' share of such
distribution).
The increase in accounts payable at June 30, 1996 as compared
to December 31, 1995 is due primarily to the timing of payments
of operating expenses at the Ashby at McLean Apartments.
The increase in accrued real estate taxes at June 30, 1996 as
compared to December 31, 1995 is due to the accrual of real
estate taxes at the Ashby at McLean Apartments, as mandated by
the real estate tax payment due dates in the jurisdiction in
which this property operates.
The decreases in depreciation expense for the three and six
months ended June 30, 1996 as compared to the three and six
months ended June 30, 1995 are attributable to the suspension of
depreciation as of April 1, 1996 on the Ashby at McLean
Apartments, as such property was classified as held for sale as
of April 1, 1996.
The decrease in property operating expenses for the three
months ended June 30, 1996 as compared to the three months ended
June 30, 1995 is attributable primarily to a decrease in certain
administrative expenses and repairs and maintenance expenses at
the Ashby at McLean Apartments.
The increases in general and administrative expenses for the
three and six months ended June 30, 1996, as compared to the
three and six months ended June 30, 1995 are attributable
primarily to the timing of the recognition of costs for certain
outsourcing services, the recognition of certain prior year
reimbursable costs to affiliates of the General Partners and the
timing of the recognition of certain printing costs in 1996.
The increases in Partnership's share of earnings of
unconsolidated affiliated corporation for the three and six
months ended June 30, 1996 as compared to the three and six
months ended June 30, 1995 are due primarily to higher<PAGE>
effective rents and
a corresponding increase in rental income at
the 1225 Connecticut Avenue, N.W. office building in 1996.
The decreases 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 are attributable primarily to a decrease in occupancy and
a corresponding decrease in rental income at The Landings
Shopping Center.
The increases in venture partner's share of venture's
operations for the three and six months ended June 30, 1996 as
compared to the three and six months ended June 30, 1995 are
attributable primarily to the suspension of depreciation expense
as of April 1, 1996 and the decrease in certain administrative
expenses and repairs and maintenance expenses at the Ashby at
McLean Apartments.<PAGE>
<TABLE>
PART II. OTHER INFORMATION
ITEM 5. OTHER INFORMATION
<CAPTION>
OCCUPANCY
The following is a listing of approximate occupancy levels by quarter for the Partnership's
investment properties:
1995 1996
--------------------------------------------------
At At At At At At At At
3/31 6/30 9/3012/31 3/31 6/30 9/30 12/31
---- ---- --------- ---- ---- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1. The Landings Shopping Center
Sarasota, Florida. 93% 91% 88% 95% 82% 65%
2. The Ashby at McLean Apartments
McLean, Virginia . 97% 97% 98% 96% 97% 96%
3. 1225 Connecticut Avenue
Washington, D.C. . 100% 100% 100% 100% 100% 100%
<FN>
</TABLE>
<PAGE>
PART II. OTHER INFORMATION
ITEM 6.EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
3. The Prospectus of the Partnership dated May 24, 1988,
as supplemented August 1988, April 28, 1989, December
22, 1989, February 28, 1990 and June 5 1990 as filed
with the Commission pursuant to Rules 424 (b) and 424
(c), is hereby incorporated herein by reference to the
Partnership's report for December 31, 1993 on Form 10-K
(File No. 0-17705) dated March 25, 1994.
3.1 Agreement of Limited Partnership is set forth as
Exhibit A of the Partnership's Prospectus, which is
incorporated herein by reference to the Partnership's
Registration Statement on Form S-11 (File No. 33-19463
dated May 24, 1988.
10.1- *Material Contracts
10.10
10.11 Closing statement dated January 28, 1994 relating to
the refinancing by 1225 Investment Corporation which
owns 1225 Connecticut Avenue in Washington, D.C., are
hereby incorporated by reference to the Partnership's
report for March 31, 1994 on Form 10-Q (File No. 0-
17705) dated May 11, 1994.
10.12 Secured promissory note dated January 28, 1994 in the
amount of $6,500,000 relating to the refinancing by
1225 Investment Corporation which owns 1225 Connecticut
Avenue in Washington, D.C., are hereby incorporated by
reference to the Partnership's report for March 31,
1994 on Form 10-Q (File No. 0-17705) dated May 11,
1994.
10.13 Secured promissory note dated January 28, 1994 in the
amount of $500,000 relating to the refinancing by 1225
Investment Corporation which owns 1225 Connecticut
Avenue in Washington, D.C., are hereby incorporated by
reference to the Partnership's report for March 31,
1994 on Form 10-Q (File No. 0-17705) dated May 11,
1994.
<PAGE>
27. Financial Data Schedule
(b) No reports on Form 8-K have been filed for the quarter
covered by this report.
*Previously filed as exhibits to the Partnership's
Registration Statement (as amended) on Form S-11 (File No. 33-
194463) to the Securities Act of 1933.<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 INCOME PLUS, L.P.-II
BY: JMB Realty Corporation
(Corporate General Partner)
By: 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,
Principal Accounting Officer
Date: August 9, 1996<PAGE>
<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>
<CIK> 0000827086
<NAME> CARLYLE INCOME PLUS, L.P. - II
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
<CASH> 4,552,063
<SECURITIES> 0
<RECEIVABLES> 92,642
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 4,644,705
<PP&E> 21,401,539
<DEPRECIATION> 4,090,900
<TOTAL-ASSETS> 49,830,494
<CURRENT-LIABILITIES> 266,179
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 43,721,457
<TOTAL-LIABILITY-AND-EQUITY> 49,830,494
<SALES> 1,663,310
<TOTAL-REVENUES> 1,786,208
<CGS> 0
<TOTAL-COSTS> 992,457
<OTHER-EXPENSES> 189,683
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 604,068
<INCOME-TAX> 0
<INCOME-CONTINUING> 1,110,232
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,110,232
<EPS-PRIMARY> 16.41
<EPS-DILUTED> 16.41
<PAGE>
</TABLE>
