Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: CARLYLE INCOME PLUS, LTD. - II
Commission File No. 0-17705
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, 1998.
Thank you.
Very truly yours,
CARLYLE INCOME PLUS, LTD. - II
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, 1998 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 offices) (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. . . . . . . . . . . . . . . . . . . . . . . 13
PART II OTHER INFORMATION
Item 5. Other Information. . . . . . . . . . . . . . . . . . . . 15
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . 16
<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, 1998 AND DECEMBER 31, 1997
(UNAUDITED)
A s s e t s
--------------
<CAPTION>
June 30, December 31,
1998 1997
<S> --------- ------------
Current assets: <C> <C>
Cash and cash equivalents . . . . . . . . . . . $ 1,010,825 2,980,988
Interest, rents and other receivables. . . . . . 2,369 12,906
---------- ----------
Total current assets . . . . . . . . . . . . . 1,013,194 2,993,894
---------- ----------
Investment in unconsolidated affiliated
corporation, at equity . . . . . . . . . . . . 20,765,925 20,602,580
Investment in unconsolidated
venture, at equity . . . . . . . . . . . . . . -- 5,423,718
---------- ----------
$ 21,779,119 29,020,192
========== ==========
<PAGE>
CARLYLE INCOME PLUS, LP - II
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED BALANCE SHEETS - CONTINUED
LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
--------------------------------------------------------
Current liabilities:
Accounts payable . . . . . . . . . . . . . . . $ 4,164 31,761
Amounts due to affiliates . . . . . . . . . . 27,535 17,451
---------- ----------
Total current liabilities. . . . . . . . . . 31,699 49,212
---------- ----------
Commitments and contingencies
Partners' capital accounts
(deficits):
General partners:
Capital contributions. . . . . . . . . . . . . 25,000 25,000
Cumulative net earnings (losses) . . . . . . . 754,606 568,563
Cumulative cash distributions. . . . . . . . . (1,227,684) (1,041,641)
--------- ---------
(448,078) (448,078)
--------- ---------
Limited partners (64,269.53 interests):
Capital contributions, net of
offering costs and
purchase discounts. . . . . . . . . . . . . . 55,256,131 55,256,131
Cumulative net earnings (losses) . . . . . . . 12,840,137 12,094,276
Cumulative cash distributions. . . . . . . . . (45,900,770) (37,931,349)
---------- ----------
22,195,498 29,419,058
---------- ----------
Total partners' capital accounts . . . . . . . . 21,747,420 28,970,980
---------- ----------
$ 21,779,119 29,020,192
========== ==========
<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, 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:
Interest income . . . . . . . $ 10,653 48,292 73,684 97,678
------- ------- ------- -------
10,653 48,292 73,684 97,678
------- ------- ------- -------
Expenses:
Professional services . . . . 15,664 28,110 58,664 55,258
General and
administrative . . . . . . 57,298 35,793 121,386 80,104
-------- ------- -------- -------
72,962 63,903 180,050 135,362
-------- ------- -------- -------
(62,309) (15,611) (106,366) (37,684)<PAGE>
CARLYLE INCOME PLUS, L.P.-II
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED STATEMENTS OF OPERATIONS - CONTINUED
Partnership's share of
operations of
unconsolidated
affiliated
corporation . . . . . . . . 523,225 518,872 1,033,825 1,050,806
Partnership's share of
operations of
unconsolidated venture . . . (959) 52,333 4,445 139,151
Venture partner's
share of venture's
operations. . . . . . . . . . -- (147) -- (1,930)
------- -------- --------- --------
Net earnings (loss) . . . .$ 459,957 555,447 931,904 1,150,343
======== ======== ========== =========
Net earnings (loss)
per limited
partnership
interest . . . . . . . .$ 6.64 8.27 11.61 17.06
======= ======== ========= =========
Cash distributions
per limited
partnership
interest . . . . . . . . . .$ 10.00 16.00 124.00 16.00
======== ======== ========= =========
<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, 1998 AND 1997
(UNAUDITED)
<CAPTION>
1998 1997
-------- ------
<S> <C> <C>
Cash flows from operating activities:
Net earnings (loss) . . . . . . . . . . $931,904 1,150,343
Items not requiring (providing)
cash or cash equivalents:
Partnership's share of operations
of unconsolidated affiliated corporation,
net of dividends . . . . . . . . . . . (1,033,825) (1,050,806)
Partnership's share of operations of
unconsolidated venture, net of
distributions. . . . . . . . . . . . . (4,445) (139,151)
Venture partner's share of
venture's operations . . . . . . . . . -- 1,930
Changes in:
Interest, rents and
other receivables. . . . . . . . . . . 10,537 7,200
Accounts payable. . . . . . . . . . . . (27,597) (57,798)
Amounts due to affiliates . . . . . . . 10,084 15,418
<PAGE>
CARLYLE INCOME PLUS, L.P.-II
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
1998 1997
------- -------
Net cash provided by (used in)
operating activities . . . . . . . . . (113,342) (72,864)
---------- ----------
Cash flows from investing activities:
Partnership's distributions from
unconsolidated corporation . . . . . . 870,480 979,680
Partnership's distributions from
unconsolidated venture . . . . . . . 5,428,163 --
---------- ----------
Net cash provided by (used in) investing
activities . . . . . . . . . . . . . . 6,298,643 979,680
---------- ----------
Cash flows from financing activities:
Distributions to limited partners . . . (7,969,421) (1,028,312)
Distributions to general
partners . . . . . . . . . . . . . . . (186,043) (54,122)
---------- ----------
Net cash provided by (used in) financing
activities . . . . . . . . . . . . . . (8,155,464) (1,082,434)
---------- ----------
Net increase (decrease) in cash and
cash equivalents . . . . . . . . . . . (1,970,163) (175,618)
Cash and cash equivalents,
beginning of year. . . . . . . . . . . 2,980,988 3,933,927
--------- ----------
Cash and cash equivalents,
end of period. . . . . . . . . . . . . $ 1,010,825 3,758,309
======== =========<PAGE>
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, L.P. - II
(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 fiscal year ended December 31, 1997, which are
included in the Partnership's 1997 Annual Report, as certain footnote
disclosures which would substantially duplicate those contained in such
audited financial statements have been omitted from this report.
The preparation of financial statements in accordance with GAAP requires
the Partnership to make estimates and assumptions that affect the reported or
disclosed amount of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period.
Actual results could differ from these estimates.
The Partnership adopted Statement of Financial Accounting Standards No.
121, " Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed of" ("SFAS 121") as required in the first quarter of
1996. The Partnership's policy is to consider a property to be held for sale
or disposition when the Partnership has committed to a plan to sell such
property and active marketing activity has commenced or is expected to
commence in the near term. The Partnership has committed to such a plan for
its remaining real estate investment, 1225 Connecticut Avenue, N.W. office
building. In accordance with SFAS 121, any properties identified as "held
for sale or disposition" are no longer depreciated.
The accompanying consolidated financial statements include $1,038,270, and
$1,189,957, respectively, of the Partnership's share of total operations of
$2,383,028 and $2,691,728 for the six months ended June 30, 1998 and 1997 of
unconsolidated properties held for sale or disposition.
TRANSACTIONS WITH AFFILIATES
The Partnership, pursuant to the Partnership Agreement, is permitted to
engage in various transactions involving the Corporate General Partner and
its affiliates including the reimbursement for salaries and salary-related
expenses of its employees, certain of its officers, and other direct expenses
relating to the administration of the Partnership and the operation of the
Partnership's investments. Fees, commissions and other expenses required to
be paid by the Partnership to the General Partners and their affiliates as of
June 30, 1998 and for the six months ended June 30, 1998 and 1997 were as
follows:.
Unpaid at
June 30,
1998 1997 1998
---- ----- --------
Insurance commissions . . . . . $ 2,652 3,958 --
Reimbursement (at cost) for
salary and salary related
expenses related to the on-site
and other costs for the
Partnership and its
investment properties . . . . . 35,945 13,666 27,535
------ ------ ------
38,597 17,624 27,535
$ ====== ====== =======
<PAGE>
CARLYLE INCOME PLUS, L.P - II
( A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
1225 CONNECTICUT AVENUE
The property's occupancy increased to 100% at June 30, 1998, up from
95% during the previous three quarters, as a result of Ernst & Young, the
principal tenant, taking occupancy of the property's remaining vacant space.
Ernst & Young now occupies approximately 87% of the property's leasable
space.
As the 1225 Investment Corporation has committed to a plan to sell the
property, the property was classified as held for sale as of December 31,
1996 and, therefore, is not subject to continued depreciation. The 1225
Investment Corporation began marketing the property for sale during the
second quarter of 1998. However, there can be no assurance that a sale
transaction on acceptable terms will be consummated during the 1998-1999 time
frame.
In response to the uncertainty relating to the 1225 Investment
Corporation's ability to recover the net carrying value of the 1225
Connecticut Avenue, N.W. office building through future operations or sale,
the 1225 Investment Corporation, as a matter of prudent accounting practice
and for financial reporting purposes, recorded a provision for value
impairment in 1996 in the amount of $6,548,956 (of which the Partnership's
share was $2,851,415). Such provision reduced the net carrying value of the
investment property to its then estimated fair value based upon an
independent appraisal received for the property as of December 31, 1996.
JMB/LANDINGS
JMB/Landings sold the land and related improvements of the Landings
Shopping Center in December 1997 for a sale price of $9,700,000.
JMB/Landings received the sale price in cash at closing, net of selling costs
and prorations. The sale resulted in a gain of approximately $1,939,000 to
JMB/Landings for financial reporting purposes (of which the Partnership's
share was approximately $970,000), primarily as a result of a value
impairment provision of $3,500,000 (of which the Partnership's
share was $1,750,000) recorded by JMB/Landings in 1995. In addition,
JMB/Landings recognized a loss on sale of approximately $1,448,000 for
Federal income tax purposes in 1997 (of which the Partnership's share was
approximately $724,000).
An affiliate of the General Partners of the Partnership managed the
property for a fee equal to 4% of the property's gross receipts. Such
property management fees for the six months ended June 30, 1997 were $19,548.
In connection with the sale of this property, as is customary in such
transactions, JMB/Landings agreed to certain representations and warranties,
with a stipulated survival period which expired, with no liability to
JMB/Landings, in late June, 1998. The remaining funds of the JMB/Landings
venture were distributed to the venture partners as of June 30, 1998.
<PAGE>
<TABLE>
CARLYLE INCOME PLUS, L.P. - 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 (which sold its
investment property in December 1997) for the six months ended June 30, 1998
and 1997 is as follows:
<CAPTION>
1998 1997
--------- ---------
<S> <C> <C>
Total income. . . . . . . . . $ 18,100 459,714
========= =========
Operating earnings. . . . . . $ 8,602 278,302
========= =========
Partnership's share
of earnings . . . . . . . . . $ 4,445 139,151
========= =========
1225 CONNECTICUT AVENUE, N.W.
Summary income statement information for 1225 Investment Corporation for the
six months ended June 30, 1998 and 1997 is as follows:
1998 1997
--------- ---------
Total income. . . . . . . . . $ 3,946,000 3,898,000
========= =========
Operating earnings. . . . . . $ 2,374,426 2,413,426
========= =========
Partnership's share of
earnings . . . . . . . . . $ 1,033,825 1,050,806
========= =========
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.
<FN>
/TABLE
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The Partnership had cash and cash equivalents of approximately $1,011,000
at June 30, 1998. Such funds are available for contributions to the
Partnership's remaining investment property, for working capital requirements
and for distributions to partners.
Reference is made to the notes to the accompanying consolidated financial
statements for additional information concerning the Partnership's
investments.
During 1996, some of the Holders of Interests in the Partnership received
from unaffiliated third parties unsolicited tender offers to purchase up to
4.9% of the Interests in the Partnership at amounts between $350 and $400 per
Interest. The Partnership recommended against acceptance of these offers on
the basis that, among other things, the offer prices were inadequate. The
board of directors of JMB Realty Corporation ("JMB"), the corporate general
partner of the Partnership, has established a special committee (the "Special
Committee") consisting of certain directors of JMB to deal with all matters
relating to tender offers for Interests in the Partnership, including any and
all responses to such tender offers. The Special Committee has retained
independent counsel to advise it in connection with any potential tender
offers for Interests and has retained Lehman Brothers Inc. as financial
advisor to assist the Special Committee in evaluating and responding to any
additional potential tender offers for Interests.
The Partnership had been made aware that from March 1997 through June 1998
other unaffiliated third parties made unsolicited tender offers to some of
the Holders of Interests. These offers each sought to purchase up to 4.9% of
the Interests in the Partnership at amounts between $150 and $325 per
Interest. These offers have expired. The Special Committee recommended
against acceptance of these offers on the basis that, among other things, the
offer prices were inadequate. As of the date of this report, the Partnership
is aware that 5.11% of the outstanding Interests have been purchased by such
unaffiliated third parties either pursuant to such tender offers or through
negotiated purchases.
The General Partners of the Partnership currently expect to be able to
conduct an orderly liquidation of its remaining investment portfolio and wind
up its affairs not later than December 31, 1999, barring any unforeseen
economic developments.
RESULTS OF OPERATIONS
The decrease in cash and cash equivalents at June 30, 1998 as compared to
December 31, 1997 is due primarily to distributions of approximately
$7,327,000 ($114 per Interest) made to the Limited Partners in February 1998,
which included $69 per Interest from the distributions received from
JMB/Landings relating to the December 1997 sale of the Landings Shopping
Center and $45 per Interest from Partnership operational cash flow and
reserves, including those from offering proceeds. The Partnership also made
a distribution of $152,217 to the General Partners in February 1998, which
represented their share of Partnership operational cash flow and reserves,
including those from offering proceeds. An additional decrease in cash and
cash equivalents is due to distributions of approximately $643,000 ($10 per
Interest) made to the Limited Partners in May 1998 from operational cash flow
and reserves, including those from offering proceeds. The Partnership also
made a distribution of $33,826 to the General Partners in May 1998, which
represented their share of operational cash flow and reserves, including
those offering proceeds. The General Partners are currently deferring their
share of any distributions of proceeds from sales, as the subordination
requirements of the Partnership Agreement for the retention of sales proceeds
by the General Partners are currently not expected to be met. The above
decreases in cash and cash equivalents at June 30, 1998 as compared to
December 31, 1997 were partly offset by the Partnership's receipt of
approximately $870,000 of dividends from 1225 Investment Corporation in 1998.
<PAGE>
The decrease in investment in unconsolidated venture, at equity, at June
30, 1998 as compared to December 31, 1997 is due primarily to distributions
totaling approximately $5,428,000 received by the Partnership from the
JMB/Landings venture in 1998, a substantial portion of which represented the
Partnership's share of the proceeds from the December 1997 sale of the
Landings Shopping Center.
The decrease in interest income for the three and six months ended June
30, 1998 as compared to the year-earlier periods is attributable primarily to
smaller average outstanding balances in the Partnership's interest-bearing
cash and cash equivalents in 1998.
The decrease in Partnership's share of operations of unconsolidated
venture for the three and six months ended June 30, 1998 as compared to the
three and six months ended June 30, 1997 is due primarily to the December
1997 sale of the Landings Shopping Center.<PAGE>
<TABLE>
PART II. OTHER INFORMATION
ITEM 5. OTHER INFORMATION
<CAPTION>
The following is a listing of approximate occupancy levels by quarter for the Partnership's investment properties owned during 1998:
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>
1. 1225 Connecticut
Washington, D.C. . . . . 100% 100% 95% 95% 95% 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.
4.1 Assignment Agreement is hereby incorporated by reference to
Exhibit B to the Partnership's Prospectus
which is hereby incorporated herein by reference to Exhibit 4.1
of the Partnership's report for December 31, 1993 on Form 10-K
(File No. 0-17705) dated March 25, 1994.
10.1. Escrow Deposit Agreement is hereby incorporated by reference to
the Partnership's Pre-Effective Amendment No. 2 to the Form S-11
(File No. 33-19463) Registration Statement of the Partnership
dated May 16, 1988.
10.2 Closing statement dated January 28, 1994 relating to the
refinancing by 1225 Investment Corporation which owns 1225
Connecticut Avenue in Washington, D.C., is 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.
10.3 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., is 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.
10.4 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., is 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.
10.5 Real Property Purchase Agreement between JMB/Landings Associates
and Inland Real Estate Acquisitions, Inc., dated November 25,
1997 relating to the sale of the Landings Shopping Center is
hereby incorporated herein by reference to the Partnership's
report for December 30, 1997 on Form 8-K (File No. 0-17705)
dated January 13, 1998.
27. Financial Data Schedule
(b) No reports on Form 8-K have been filed during the last quarter of
the period covered by this report.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
CARLYLE INCOME PLUS, L.P.-II
BY: JMB Realty Corporation
(Corporate General Partner)
By: Gailen J. Hull,
Senior Vice President
Date: August 12, 1998
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following person in the capacity and on
the date indicated.
Gailen J. Hull,
Principal Accounting Officer
Date: August 12, 1998<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
THE REGISTRANT'S FORM 10-Q FOR THE PERIOD ENDED JUNE 30, 1998 AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS INCLUDED IN SUCH REPORT.
</LEGEND>
<CIK> 0000827086
<NAME> CARLYLE INCOME PLUS, L.P. - II
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> JUN-30-1998
<CASH> 1,010,825
<SECURITIES> 0
<RECEIVABLES> 2,369
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,013,194
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 21,779,119
<CURRENT-LIABILITIES> 31,699
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 21,747,420
<TOTAL-LIABILITY-AND-EQUITY> 21,779,119
<SALES> 0
<TOTAL-REVENUES> 73,684
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 180,050
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (106,366)
<INCOME-TAX> 0
<INCOME-CONTINUING> 931,904
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 931,904
<EPS-PRIMARY> 11.61
<EPS-DILUTED> 11.61
<PAGE>
</TABLE>
