Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: CARLYLE INCOME PLUS, L.P. - 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 1st quarter
March 31, 1999.
Thank you.
Very truly yours,
CARLYLE INCOME PLUS, L.P - 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 March 31, 1999 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 . . . . . . . . . . . . . . . . . . . . . . 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
March 31, 1999 and December 31, 1998
(Unaudited)
A s s e t s
--------------
<CAPTION>
March 31, December 31,
1999 1998
<S> --------- ------------
Current assets: <C> <C>
Cash and cash equivalents . . . . . . . . . . $ 1,605,330 1,194,778
Interest, rents and other receivables. . . . . . 5,355 4,289
--------- ---------
Total current assets . . . . . . . . . . . . . 1,610,685 1,199,067
--------- ---------
Investment in unconsolidated affiliated
corporation, at equity . . . . . . . . . . . . 20,197,845 20,207,295
---------- ---------
$ 21,808,530 21,406,362
========== =========
<PAGE>
CARLYLE INCOME PLUS, L.P. - II
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED BALANCE SHEETS - CONTINUED
LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
Current liabilities:
Accounts payable . . . . . . . . . . . . . . . . $ 49,903 5,688
Amounts due to affiliates . . . . . . . . . . . 10,239 9,459
--------- ---------
Total current liabilities. . . . . . . . . . . 60,142 15,147
--------- ----------
Commitments and contingencies
Partners' capital accounts
(deficits):
General partners:
Capital contributions. . . . . . . . . . . . . 25,000 25,000
Cumulative net earnings. . . . . . . . . . . . 806,576 788,432
Cumulative cash distributions. . . . . . . . . (1,261,510) (1,261,510)
--------- ---------
(429,934) (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. . . . . . . . . . . . 13,465,656 13,126,627
Cumulative cash distributions. . . . . . . . . (46,543,465) (46,543,465)
--------- -----------
22,178,322 21,839,293
--------- -----------
Total partners' capital accounts. . . . . 21,748,388 21,391,215
--------- ----------
$ 21,808,530 21,406,362
========= ==========
See accompanying notes to consolidated financial statements.
<PAGE>
CARLYLE INCOME PLUS, L.P.-II
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1999 AND 1998
(UNAUDITED)
<CAPTION>
1999 1998
-------- -------
<S> <C> <C>
Income:
Interest income. . . . . . . . . . . . . $ 13,190 63,031
-------- ------
Expenses:
Professional services. . . . . . . . . . 38,300 43,000
General and administrative . . . . . . . 43,627 64,088
-------- -------
81,927 107,088
-------- -------
(68,737) (44,057)
Partnership's share of operations of
unconsolidated affiliated
corporation . . . . . . . . . . . . . . 555,507 510,600
Partnership's share of
operations of unconsolidated
venture . . . . . . . . . . . . . . . . -- 5,404
-------- --------
Net operating earnings (loss) 486,770 471,947
Partnership's share of loss on sale
of property by unconsolidated
affiliated corporation . . . . . . . . . (7,141) --
-------- --------
Net earnings (loss) before
extraordinary items. . . . . . . . . 479,629 471,947
Partnership's share of extraordinary
item of unconsolidated affiliated
corporation-prepayment penalty . . . . . (107,526) --
Partnership's share of extraordinary
item of unconsolidated affiliated
corporation-write-off of unamortized
deferred financing costs . . . . . . . . (14,930) --
<PAGE>
CARLYLE INCOME PLUS, L.P.-II
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED STATEMENTS OF OPERATIONS - CONTINUED
Net earnings (loss). . . . . . . . . . . $ 357,173 471,947
======= ========
Net earnings (loss) per limited
partnership interest:
Net earnings (loss) . . . . . . . . . $ 7.20 4.97
Partnership's share of loss on
sale of investment property by
unconsolidated affiliated
corporation. . . . . . . . . . . . . (.11) --
Partnership's share of
extraordinary items (net) of
unconsolidated affiliated
corporation. . . . . . . . . . . . . (1.81) --
------- -------
$ 5.28 4.97
====== =======
Cash distributions per limited
partnership interest . . . . . . . . $ -- 114.00
======= ========
<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
THREE MONTHS ENDED MARCH 31, 1999 AND 1998
(UNAUDITED)
<CAPTION>
1999 1998
-------- ------
<S> <C> <C>
Cash flows from operating activities:
Net earnings (loss). . . . . . . . . . . $ 357,173 471,947
Items not requiring (providing)
cash or cash equivalents:
Partnership's share of operations
of unconsolidated affiliated corporation,
net of dividends. . . . . . . . . . . . (555,507) (510,600)
Partnership's share of loss on sale
of property by unconsolidated
affiliated corporation. . . . . . . . . 7,141 --
Partnership's share of total
extraordinary items of
unconsolidated affiliated
corporation . . . . . . . . . . . . . . 122,456 --
Partnership's share of operations of
unconsolidated venture, net of
distributions . . . . . . . . . . . . . -- (5,404)
Changes in:
Interest, rents and
other receivables . . . . . . . . . . . (1,066) 8,824
Accounts payable . . . . . . . . . . . . 44,215 (5,127)
Amounts due to affiliates. . . . . . . . 780 1,605
--------- ---------
Net cash provided by (used in)
operating activities. . . . . . . . . . (24,808) (38,755)
--------- ----------
<PAGE>
CARLYLE INCOME PLUS, L.P.-II
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
Cash flows from investing activities:
Partnership's distributions from
unconsolidated corporation. . . . . . 435,360 478,800
Partnership's distributions from
unconsolidated venture. . . . . . . . -- 5,100,000
--------- ----------
Net cash provided by (used in) investing
activities. . . . . . . . . . . . . . 435,360 5,578,800
--------- ---------
Cash flows from financing activities
Distributions to limited
partners . . . . . . . . . . . . . . . -- (7,326,726)
Distributions to general
partners . . . . . . . . . . . . . . . -- (152,217)
--------- ----------
Net cash provided by (used in)
investing activities . . . . . . . . . -- (7,478,943)
--------- ----------
Net increase (decrease) in cash and
cash equivalents . . . . . . . . . . . 410,552 (1,938,898)
--------- -----------
Cash and cash equivalents,
beginning of year. . . . . . . . . . . 1,194,778 2,980,988
---------- -----------
Cash and cash equivalents,
end of period. . . . . . . . . . . . . $ 1,605,330 1,042,090
========== ===========
<PAGE>
CARLYLE INCOME PLUS, L.P.-II
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
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
March 31, 1999 and 1998
(Unaudited)
GENERAL
Readers of this quarterly report should refer to the Partnership's audited
financial statements for the year ended December 31, 1998, which are included
in the Partnership's 1998 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 was to consider a property to be held for
sale or disposition when the Partnership had committed to a plan to sell such
property and active marketing activity had commenced or was expected to
commence in the near term. The Partnership and its unconsolidated affiliated
corporation had committed to such a plan for 1225 Connecticut Avenue, N.W.
office building, which was sold in March 1999. In accordance with SFAS 121,
any properties identified as "held for sale or disposition" were no longer
depreciated.
The accompanying consolidated financial statements include $555,507 and
$516,004, respectively, of the Partnership's share of total operations of
$1,276,000 and $1,183,521 for the three months ended March 31, 1999 and 1998
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. Such costs recognized by the Partnership for the
three months ended March 31, 1999 and 1998 aggregated $8,808 and $15,564,
respectively. Costs totaling $10,239 were unpaid at March 31, 1999.
1225 CONNECTICUT AVENUE
On March 29, 1999, 1225 Investment Corporation completed the sale of the
1225 Connecticut Avenue, N.W. office building for a sale price of
$52,960,000, payable in cash at closing (net of selling costs of
approximately $1,103,000 and operating prorations of approximately $515,000).
The Partnership's share of the sale proceeds, after payment by 1225
Investment Corporation to retire the existing mortgage indebtedness
(scheduled to mature in February 2001) with a principal balance of $7,000,000
and payment of the associated prepayment penalty of approximately $247,000,
was approximately $19,420,000. The sale resulted in no significant gain or
loss on sale for financial reporting purposes to 1225 Investment Corporation,
primarily as a result of value impairment provisions totaling $7,765,956
recorded by 1225 Investment Corporation in 1996 and 1998 (of which the
CARLYLE INCOME PLUS LIMITED - II
( A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONCLUDED)
Partnership's share was $3,381,297). Additionally, 1225 Investment
Corporation expects to recognize a loss on sale in 1999 for Federal income
tax purposes of approximately $1,900,000. However, the tax consequences to
the Partnership are expected to consist of a loss on its investment in its
unconsolidated affiliated corporation, 1225 Investment Corporation, of
approximately $1,490,000 for Federal income tax purposes in 1999.
In connection with the sale of this property, as is customary in such
transactions, 1225 Investment Corporation agreed to certain representations
and warranties with a stipulated survival period which expires December 10,
1999. Although it is not expected, 1225 Investment Corporation may
ultimately have some liability under such representations and warranties,
which is not to exceed $1,000,000 (of which the Partnership's share would be
approximately $435,000). 1225 Investment Corporation has retained sufficient
funds for the maximum amount of this potential liability and also for working
capital requirements for the remainder of the year.
In April, 1999, the Partnership received a dividend of $19,596,000 from
1225 Investment Corporation, of which $18,987,600 represented the
Partnership's share of current distributable proceeds from the sale of the
1225 Connecticut Avenue, N.W. office building and $608,400 represented the
Partnership's share of operations.
The Partnership currently expects to distribute in late May 1999
approximately $ 18,960,000 to the Holders of Interests ($295 per Interest)
from the aforementioned sale proceeds and approximately $321,000 to the
Holders of Interests ($5 per Interest) from Partnership operational cash flow
and reserves, including those from offering proceeds. The Partnership also
expects to distribute $16,913 to the General Partners, representing their
share of Partnership operational cash flow and reserves, including those from
offering proceeds. The General Partners will not receive their share of any
distributions of proceeds from sales, as the subordination requirements of
the Partnership Agreement necessary for the retention of sales proceeds by
the General Partners will not be met.
1225 CONNECTICUT AVENUE, N.W.
Summary income statement information for 1225 Investment Corporation
for the three months ended March 31, 1999 and 1998 is as follows:
1999 1998
--------- ---------
Total income. . . . . . . .$ 2,045,000 1,976,000
========= =========
Operating earnings. . . . .$ 1,276,000 1,172,713
========= =========
Partnership's share of
operating earnings . . . .$ 555,507 510,600
========= =========
Gain (loss) on sale of
property . . . . . . . . .$ (16,402) --
========= ==========
Partnership's share of
gain (loss)on sale of
property . . . . . . . . .$ (7,141) --
========= =========
Extraordinary items . . . .$ (281,281) --
========= =========
Partnership's share of
extraordinary items. . . . $ (122,456) --
========= =========
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 March 31, 1999
and for the three months ended March 31, 1999 and 1998.
[FN]
<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 $1,605,000
at March 31, 1999. Such funds (together with amounts to be received from the
Partnership's unconsolidated affiliated corporation, 1225 Investment
Corporation) are available for distributions to partners and for payment of
the Partnership's remaining expenses and liabilities, with any remaining
amounts to be distributed to the Holders of Interests and General Partners,
pursuant to the Partnership Agreement, upon the expected liquidation of the
Partnership in December, 1999, after the expiration of the representations
and warranties given by 1225 Investment Corporation in connection with the
sale of the 1225 Connecticut Avenue, N.W. office building.
Reference is made to the notes to the accompanying consolidated financial
statements for additional information concerning the Partnership's
investments.
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.
During 1997 and early 1998, unaffiliated third parties made unsolicited
tender offers to some of the Holders of Interests. These offers each sought
to purchase less than 5% of the Interests in the Partnership at amounts
between $304 and $325 per Interest. Certain of these unaffiliated third
parties made additional unsolicited tender offers to some of the Holders of
Interests in May and October 1998. These offers each sought to purchase less
than 5% of the Interests in the Partnership at amounts between $150 and $215
per Interest. In early 1999, another unaffiliated third party made an
unsolicited tender offer to some of the holders of Interests. This offer
sought to purchase less than 5% of the Interests in the Partnership at $170
per Interest. All of the above 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 5.94% of the outstanding Interests have been
purchased by such unaffiliated third parties either pursuant to such tender
offers or through negotiated purchases.
On March 29, 1999, 1225 Investment Corporation completed the sale of the
1225 Connecticut Avenue, N.W. office building for a sale price of
$52,960,000, payable in cash at closing (net of selling costs of
approximately $1,103,000 and operating prorations of approximately $515,000).
The Partnership's share of the sale proceeds, after payment by 1225
Investment Corporation to retire the existing mortgage indebtedness
(scheduled to mature in February 2001) with a principal balance of $7,000,000
and payment of the associated prepayment penalty of approximately $247,000,
was approximately $19,420,000. The sale resulted in no significant gain or
loss on sale for financial reporting purposes to 1225 Investment Corporation,
primarily as a result of value impairment provisions totaling $7,765,956
recorded by 1225 Investment Corporation in 1996 and 1998 (of which the
Partnership's share was $3,381,297). Additionally, 1225 Investment
Corporation expects to recognize a loss on sale in 1999 for Federal income
tax purposes of approximately $1,900,000. The Partnership expects to incur
a loss on its investment in its unconsolidated affiliated corporation, 1225
Investment Corporation, of approximately $1,490,000 for Federal income tax
purposes in 1999.
In connection with the sale of this property, as is customary in such
transactions, 1225 Investment Corporation agreed to certain representations
and warranties with a stipulated survival period which expires December 10,
1999. Although it is not expected, 1225 Investment Corporation may
ultimately have some liability under such representations and warranties,
which is not to exceed $1,000,000 (of which the Partnership's share would be
approximately $435,000). 1225 Investment Corporation has retained sufficient
funds for the maximum amount of this potential liability and also for working
capital requirements for the remainder of the year.
In April, 1999, the Partnership received a dividend of $19,596,000 from
1225 Investment Corporation, of which $18,987,600 represented the
Partnership's share of current distributable proceeds from the sale of the
1225 Connecticut Avenue, N.W. office building and $608,400 represented the
Partnership's share of operations.
The Partnership currently expects to distribute in late May 1999
approximately $ 18,960,000 to the Holders of Interests ($295 per Interest)
from the aforementioned sale proceeds and approximately $321,000 to the
Holders of Interests ($5 per Interest) from Partnership operational cash flow
and reserves, including those from offering proceeds. The Partnership also
expects to distribute $16,913 to the General Partners, representing their
share of Partnership operational cash flow and reserves, including those from
offering proceeds. The General Partners will not receive their share of any
distributions of proceeds from sales, as the subordination requirements of
the Partnership Agreement necessary for the retention of sales proceeds by
the General Partners will not be met.
With the recent sale of the 1225 Connecticut Avenue, N.W. office
building, the Partnership has sold its interest in its last investment
property. After making the May 1999 cash distribution described above, the
Partnership does not expect to make further cash distributions until the
expiration of the representation and warranties in December 1999. Once any
residual liabilities of the Partnership are extinguished, the Partnership
expects to make a final distribution in December 1999 and terminate its
affairs prior to the end of the year.
RESULTS OF OPERATIONS
The increase in cash and cash equivalents at March 31, 1999 as compared
to December 31, 1998 is due primarily to the Partnership's receipt of
approximately $435,000 of dividends from operational cash flow of 1225
Investment Corporation in February 1999.
The decrease in interest income for the three months ended March 31,
1999 as compared to the year-earlier period is attributable primarily to
smaller average outstanding balances in the Partnership's interest-bearing
cash and cash equivalents during the first quarter of 1999, due primarily to
distributions totaling $5,100,000 received by the Partnership from the
JMB/Landings venture during the three months ended March 31, 1998, a
substantial portion of which represented the Partnership's share of the
proceeds from the December 1997 sale of the Landings Shopping Center.
Partnership's share of loss on sale of property by unconsolidated
affiliated corporation is attributable to the March 1999 sale of the 1225
Connecticut Avenue, N.W. office building by 1225 Investment Corporation.
Partnership's share of extraordinary items of unconsolidated affiliated
corporation is due to the payment of a prepayment penalty associated with the
retirement of the existing mortgage indebtedness by 1225 Investment
Corporation with a portion of the sale proceeds from the March 1999 sale of
the 1225 Connecticut Avenue, N.W. office building and the write-off of
unamortized deferred financing costs.
YEAR 2000
The Corporate General Partner has determined that it does not expect
that the consequences of the Partnership's Year 2000 issues would have a
material effect on the Partnership's business, results of operations or
financial condition.<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 property owned during 1999:
1998 1999
--------------------------------------------------
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.. . . . 95% 100% 98.5% 98.5% N/A
__________________
An N/A indicates that the property was sold and not owned by the Partnership and
its unconsolidated unaffiliated corporation at the end of the
period.
<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 Real Property Purchase Agreement between 1225 Investment
Corporation and BRE/Connecticut L.L.C., dated February 10, 1999.*
10.3 Letter Agreement between 1225 Investment Corporation and
BRE/Connecticut, L.L.C., dated March 4, 1999.*
27. Financial Data Schedule
(b) The following report on Form 8-K was filed since the beginning of
the last quarter of the period covered by this report.
The Partnership's report on Form 8-K (File No. 0-17705) for March 29,
1999, describing the sale of 1225 Connecticut Avenue, N.W. office building
was filed. No financial statements were required to be filed therewith.
________________
*Hereby incorporated herein by reference to Exhibits 10.1 and 10.2 to the
Partnership's Report on Form 8-K (File No. 0-17705) for March 29, 1999.<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Partnership 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: May 12, 1999
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: May 12, 1999
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
REGISTRANT'S FORM 10-Q FOR THE PERIOD ENDED MARCH 31, 1999 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> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAR-31-1999
<CASH> 1,605,330
<SECURITIES> 0
<RECEIVABLES> 5,355
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,610,685
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 21,808,530
<CURRENT-LIABILITIES> 60,142
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 21,748,388
<TOTAL-LIABILITY-AND-EQUITY> 21,808,530
<SALES> 0
<TOTAL-REVENUES> 13,190
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 81,927
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (68,737)
<INCOME-TAX> 0
<INCOME-CONTINUING> 486,770
<DISCONTINUED> (7,141)
<EXTRAORDINARY> (122,456)
<CHANGES> 0
<NET-INCOME> 357,173
<EPS-PRIMARY> 5.28
<EPS-DILUTED> 5.28
</TABLE>
