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 3rd quarter
September 30, 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
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 September 30, 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
____ _____
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. . . . . . . . . . . . . . . . . . . . . . . . . 15
PART II OTHER INFORMATION
Item 5. Other Information. . . . . . . . . . . . . . . . . . . . . . 17
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . 18
<PAGE>
<TABLE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CARLYLE INCOME PLUS, L.P.-II
(A LIMITED PARTNERSHIP)
BALANCE SHEETS
SEPTEMBER 30, 1999 AND DECEMBER 31, 1998
(UNAUDITED)
A s s e t s
--------------
SEPTEMBER 30, DECEMBER 31,
1999 1998
<S> --------- ------------
Current assets: <C> <C>
Cash and cash equivalents . . . . . . . . . . . . . . $ 1,933,646 1,194,778
Interest and other receivables. . . . . . . . . . . . 7,598 4,289
---------- ----------
Total current assets. . . . . . . . . . . . . . . . . 1,941,244 1,199,067
---------- ----------
Investment in unconsolidated affiliated
corporation, at equity. . . . . . . . . . . . . . . . 544,378 20,207,295
---------- ----------
$ 2,485,622 21,406,362
========== ==========
<PAGE>
CARLYLE INCOME PLUS, L.P.-II
(A LIMITED PARTNERSHIP)
BALANCE SHEETS
LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
--------------------------------------------------------
Current liabilities:
Accounts payable. . . . . . . . . . . . . . . . . . . $ 1,591 5,688
Amounts due to affiliates . . . . . . . . . . . . . . 9,950 9,459
---------- ----------
Total current liabilities . . . . . . . . . . . . . . 11,541 15,147
---------- ----------
Commitments and contingencies
Partners' capital accounts (deficits):
General partners:
Capital contributions. . . . . . . . . . . . . . . 25,000 25,000
Cumulative net earnings (losses) . . . . . . . . . 807,749 788,432
Cumulative cash distributions. . . . . . . . . . . (1,278,423) (1,261,510)
--------- ---------
(445,674) (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) . . . . . . . . . 13,487,947 13,126,627
Cumulative cash distributions. . . . . . . . . . . (65,824,323) (46,543,465)
---------- ----------
2,919,755 21,839,293
---------- ----------
Total partners' capital accounts. . . . . . . 2,474,081 21,391,215
---------- ----------
$ 2,485,622 21,406,362
========== ==========
<FN>
See accompanying notes to financial statements.
</TABLE>
<TABLE>
CARLYLE INCOME PLUS, L.P.-II
(A LIMITED PARTNERSHIP)
STATEMENTS OF OPERATIONS
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
(UNAUDITED)
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
1999 1998 1999 1998
-------- --------- ------- --------
<S> <C> <C> <C> <C>
Income:
Interest income. . . . . . . . .$ 21,918 14,452 163,519 88,136
------- ------- ------- -------
Expenses:
Professional services. . . . . . -- 3,623 40,400 62,287
General and
administrative. . . . . . . . 13,322 20,780 110,925 142,166
------- ------- ------- -------
13,322 24,403 151,325 204,453
------- ------- ------- -------
8,596 (9,951) 12,194 (116,317)
<PAGE>
CARLYLE INCOME PLUS, L.P.-II
(A LIMITED PARTNERSHIP)
STATEMENTS OF OPERATIONS - CONTINUED
Partnership's share of
operations of
unconsolidated
affiliated corporation . . . . (26,121) 594,632 498,040 1,628,457
Partnership's share of
operations of
unconsolidated venture . . . . . -- -- -- 4,445
-------- --------- -------- ---------
Net operating earnings (loss). . (17,525) 584,681 510,234 1,516,585
Partnership's share of loss on
sale of property by
unconsolidated affiliated
corporation. . . . . . . . . . . -- -- (7,141) --
-------- --------- -------- ---------
Net earnings (loss) before
extraordinary items . . . . . . (17,525) 584,681 503,093 1,516,585
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) --
-------- -------- -------- ---------
Net earnings (loss). . . . . . . $ (17,525) 584,681 380,637 1,516,585
======== ======== ======== =========
Net earnings (loss) per
limited partnership interest:
Net operating earnings (loss) . . $ (.26) 9.09 7.54 20.70
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) --
--------- -------- --------- ---------
$ (.26) 9.09 5.62 20.70
========= ======== ========= =========
Cash distributions per limited
partnership interest . . . . . . $ -- -- 300.00 124.00
========= ======== ========= =========
<FN>
</TABLE>
See accompanying notes to financial statements.
<PAGE>
<TABLE>
CARLYLE INCOME PLUS, L.P.-II
(A LIMITED PARTNERSHIP)
STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
(UNAUDITED)
<CAPTION>
1999 1998
-------------- ------------
<S> <C> <C>
Cash flows from operating activities:
Net earnings (loss). . . . . . . . . . . . . $ 380,637 1,516,585
Items not requiring (providing)
cash or cash equivalents:
Partnership's share of operations
of unconsolidated affiliated corporation,
net of dividends. . . . . . . . . . . . . . (498,040) (1,628,457)
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 . . . . . . . . . . . . . . . -- (4,445)
Changes in:
Interest and other receivables . . . . . . . (3,309) 7,654
Accounts payable . . . . . . . . . . . . . . (4,097) (29,161)
CARLYLE INCOME PLUS, L.P.-II
(A LIMITED PARTNERSHIP)
STATEMENTS OF CASH FLOWS - CONTINUED
1999 1998
------ -------
Amounts due to affiliates. . . . . . . . . . 491 (8,501)
---------- ----------
Net cash provided by (used in)
operating activities. . . . . . . . . . . . 5,279 (146,325)
---------- ----------
Cash flows from investing activities:
Partnership's dividends from
unconsolidated affiliated corporation . . . . . 20,031,360 1,294,800
Partnership's distributions from
unconsolidated venture. . . . . . . . . . . . . -- 5,428,163
---------- ----------
Net cash provided by (used in) investing
activities. . . . . . . . . . . . . . . . . . . 20,031,360 6,722,963
---------- ----------
Cash flows from financing activities:
Distributions to limited partners. . . . . . . . (19,280,858) (7,969,421)
Distributions to general partners. . . . . . . . (16,913) (186,043)
---------- ----------
Net cash provided by (used in) financing
activities. . . . . . . . . . . . . . . . . . . (19,297,771) (8,155,464)
---------- ----------
CARLYLE INCOME PLUS, L.P.-II
(A LIMITED PARTNERSHIP)
STATEMENTS OF CASH FLOWS - CONTINUED
Net increase (decrease) in cash and
cash equivalents. . . . . . . . . . . . . . . . 738,868 (1,578,826)
Cash and cash equivalents,
beginning of year . . . . . . . . . . . . . . . 1,194,778 2,980,988
--------- ----------
Cash and cash equivalents,
end of period . . . . . . . . . . . . . . . . . $ 1,933,646 1,402,162
========= ==========
Supplemental disclosure of
cash flow information:
Cash paid for mortgage and
other interest. . . . . . . . . . . . . . . . .$ -- --
========= ==========
Non-cash investing and
financing activities. . . . . . . . . . . . . .$ -- --
========= ==========
<FN>
See accompanying notes to financial statements.
</TABLE>
<PAGE>
CARLYLE INCOME PLUS L.P. - II
(A LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
September 30, 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 financial statements include $498,040 and $1,628,457,
respectively, of the Partnership's share of total operations of $1,144,000
and $3,740,000 for the nine months ended September 30, 1999 and 1998 of
unconsolidated properties sold or held for sale or disposition.
<PAGE>
CARLYLE INCOME PLUS L.P. - II
(A LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS (Continued)
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
September 30, 1999 and for the nine months ended September 30, 1999 and 1998
were as follows:.
Unpaid at
September 30,
1999 1998 1999
----- ------ -------------
Insurance commissions . . . . . . . . $ 603 2,652 --
Reimbursement (at cost)
for salary and salary-
related expenses . . . . . . . . . . 30,600 37,260 9,950
------ ----- -----
$ 31,203 39,912 9,950
====== ====== ======
<PAGE>
CARLYLE INCOME PLUS L.P. - II
(A LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
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
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 $1,435,000 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 also received an
operating dividend of $435,360 from 1225 Investment Corporation in February
1999.
The Partnership distributed approximately $ 18,960,000 in late May 1999
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 distributed $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 nine months ended September 30, 1999 and 1998 is as follows:
1999 1998
--------- ---------
Total income . . . . . . . . . . $2,070,000 6,088,000
========= =========
Operating earnings . . . . . . . $1,144,000 3,740,000
========= =========
Partnership's share of
earnings. . . . . . . . . . . . $ 498,040 1,628,457
========= =========
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) --
========== ==========
<PAGE>
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 September 30, 1999 and for
the three and nine months ended September 30, 1999 and 1998.
<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 $1,934,000
at September 30, 1999. Such funds (together with remaining 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 (barring any unforeseen
circumstances), 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 financial statements
for additional information concerning the Partnership's investment.
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, 1998 and early 1999, 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 $150 and $325 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. 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 $1,435,000 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 also received an
operating dividend of $435,360 from 1225 Investment Corporation in February
1999.
The Partnership distributed approximately $ 18,960,000 in late May 1999
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 distributed $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 sale of the 1225 Connecticut Avenue, N.W. office building, the
Partnership has sold its interest in its last investment property. Having
made 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 or otherwise provided for,
the Partnership expects to make a final distribution (currently expected to
be approximately $40 per Interest) in December 1999 (barring any unforeseen
circumstances) and terminate its affairs prior to the end of the year. The
termination of the Partnership's affairs prior to the end of the year
generally is contingent upon, among others things, 1225 Investment
Corporation's winding up its affairs prior to the end of the year.
RESULTS OF OPERATIONS
The increase in cash and cash equivalents and decrease in investment in
unconsolidated affiliated corporation, at equity at September 30, 1999 as
compared to December 31, 1998 is due primarily to the Partnership's receipt
of $20,031,360 of dividends from current distributable sale proceeds and
operational cash flow of 1225 Investment Corporation in 1999. The Partnership
distributed approximately $19,281,000 ($300 per Interest) of such dividends
to the Holders of Interests and $16,913 to the General Partners in 1999.
The increase in interest income for the three and nine months ended
September 30, 1999 as compared to the three and nine months ended September
30, 1998 is attributable primarily to interest earned on the Partnership's
share of distributable proceeds received from the March 1999 sale of the 1225
Connecticut Avenue office building. Such increase in interest income was
partly offset by interest earned in 1998 on 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.
The decrease in Partnership's share of operations of unconsolidated
affiliated corporation for the three and nine months ended September 30, 1999
as compared to the year-earlier periods is attributable primarily to the
March 1999 sale of the 1225 Connecticut Avenue, N.W. office building by 1225
Investment Corporation.
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 Year 2000 issues would have a material effect on
the Partnership's business, results of operations, financial condition or the
winding up and termination of the Partnership. With the sale of its last
investment property, the 1225 Connecticut Avenue, N.W. office building and
barring any unforeseen circumstances, the Partnership expects to terminate
its affairs prior to the end of the year.
<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 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 Avenue
Washington, D.C.. . . . . . 95% 100% 98.5% 98.5% N/A N/A N/A
<FN>
</TABLE>
_________________________
An "N/A" indicates that the property was sold and not owned by the Partnership's
unconsolidated affiliated corporation at the end of the period.
<PAGE>
PART II. OTHER INFORMATION
ITEM 6.EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
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 Real Property Purchase Agreement between 1225 Investment
Corporation and BRE/Connecticut L.L.C., dated February 10, 1999.*
10.2 Letter Agreement between 1225 Investment Corporation and
BRE/Connecticut, L.L.C., dated March 4, 1999.*
27. Financial Data Schedule
________________
*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
(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: November 10, 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.
By: Gailen J. Hull,
Principal Accounting Officer
Date: November 10, 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 SEPTEMBER 30, 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> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> SEP-30-1999
<CASH> 1,933,646
<SECURITIES> 0
<RECEIVABLES> 7,598
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,941,244
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 2,485,622
<CURRENT-LIABILITIES> 11,541
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 2,474,081
<TOTAL-LIABILITY-AND-EQUITY> 2,485,622
<SALES> 0
<TOTAL-REVENUES> 163,519
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 151,325
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 12,194
<INCOME-TAX> 0
<INCOME-CONTINUING> 510,234
<DISCONTINUED> (7,141)
<EXTRAORDINARY> (122,456)
<CHANGES> 0
<NET-INCOME> 380,637
<EPS-BASIC> 5.62
<EPS-DILUTED> 5.62
</TABLE>
