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 2nd quarter
June 30, 2000.
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 June 30, 2000 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
____ _____
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. . . . . . . 14
PART II OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K. . . . . . . . . . . . . . 17
<PAGE>
<TABLE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CARLYLE INCOME PLUS, L.P.-II
(A LIMITED PARTNERSHIP)
BALANCE SHEETS
JUNE 30, 2000 AND DECEMBER 31, 1999
(UNAUDITED)
A s s e t s
--------------
<CAPTION>
June 30, December 31,
2000 1999
<S> --------- ------------
Current assets: <C> <C>
Cash and cash equivalents . . . . . . . . . . . . . $ 742,145 2,500,970
Interest and other receivables. . . . . . . . . . . 3,822 9,713
---------- ----------
Total current assets . . . . . . . . . . . . . . . 745,967 2,510,683
---------- ----------
Investment in unconsolidated affiliated
corporation, at equity . . . . . . . . . . . . . . 60,044 32,617
---------- ----------
$ 806,011 2,543,300
========== ==========
<PAGE>
CARLYLE INCOME PLUS, LP - II
(A LIMITED PARTNERSHIP)
BALANCE SHEETS - CONTINUED
LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
--------------------------------------------------------
<CAPTION>
<S> <C> <C>
Current liabilities:
Accounts payable. . . . . . . . . . . . . . . . . $ 6,501 33,261
Amounts due to affiliates . . . . . . . . . . . . 12,862 8,385
--------- ----------
Total current liabilities . . . . . . . . . . . 19,363 41,646
--------- ----------
Commitments and contingencies
Partners' capital accounts
(deficits):
General partners:
Capital contributions . . . . . . . . . . . . . . 25,000 25,000
Cumulative net earnings . . . . . . . . . . . . . 859,867 809,128
Cumulative cash distributions . . . . . . . . . . (1,329,162) (1,278,423)
--------- ---------
(444,295) (444,295)
--------- ---------
Limited partners (64,269.53 interests):
Capital contributions, net of
offering costs and
purchase discounts . . . . . . . . . . . . . . . 55,256,131 55,256,131
Cumulative net earnings . . . . . . . . . . . . . 13,405,873 13,514,141
Cumulative cash distributions . . . . . . . . . . (67,431,061) (65,824,323)
---------- ----------
1,230,943 2,945,949
---------- ----------
Total partners' capital accounts. . . . . . . . . . 786,648 2,501,654
---------- ----------
$ 806,011 2,543,300
========== ==========
<FN>
See accompanying notes to financial statements.
</TABLE>
<TABLE>
CARLYLE INCOME PLUS, L.P.-II
(A LIMITED PARTNERSHIP)
STATEMENTS OF OPERATIONS
THREE AND SIX MONTHS ENDED JUNE 30, 2000 AND 1999
(UNAUDITED)
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
2000 1999 2000 1999
-------- --------- ------- --------
<S> <C> <C> <C> <C>
Income:
Interest income . . . . . . . $ 11,404 128,411 37,098 141,601
------- ------- ------- -------
Expenses:
Professional services . . . . . 16,610 2,100 35,410 40,400
General and
administrative . . . . . . . 49,519 53,976 86,644 97,603
-------- ------- -------- -------
66,129 56,076 122,054 138,003
-------- ------- -------- -------
(54,725) 72,335 (84,956) 3,598
CARLYLE INCOME PLUS, L.P.-II
(A LIMITED PARTNERSHIP)
STATEMENTS OF OPERATIONS - CONTINUED
Partnership's share of
operations of
unconsolidated
affiliated
corporation . . . . . . . . . 24,815 (31,346) 27,427 524,161
------- -------- --------- --------
Earnings (loss) before gain (loss)
on sale of investment property
and extraordinary items. . . . (29,910) 40,989 (57,529) 527,759
Partnership's share of (loss)
on sale of property by
unconsolidated affiliated
corporation. . . . . . . . . . -- -- -- (7,141)
-------- -------- --------- --------
Earnings (loss) before
extraordinary items. . . . . . (29,910) 40,989 (57,529) 520,618
Partnership's share of
extraordinary item of
unconsolidated affiliated
corporation-prepayment
penalty . . . . . . . . . . . . -- -- -- (107,526)
<PAGE>
CARLYLE INCOME PLUS, L.P.-II
(A LIMITED PARTNERSHIP)
STATEMENTS OF OPERATIONS - CONTINUED
Partnership's share of
extraordinary item of
unconsolidated affiliated
corporation-write-off of
unamortized deferred financing
costs. . . . . . . . . . . . . -- -- -- (14,930)
-------- -------- --------- --------
Net earnings (loss). . . . .$ (29,910) 40,989 (57,529) 398,162
======== ======== ========= =========
Net earnings (loss) per
limited partnership interest:
Net operating earnings (loss) $ (.46) .60 (1.68) 7.80
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)
-------- -------- ------- -------
$ (.46) .60 (1.68) 5.88
======== ======== ======= =======
Cash distributions
per limited
partnership
interest . . . . . . . . . . .$ -- 300.00 25.00 300.00
======== ======== ========= =========
<FN>
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
CARLYLE INCOME PLUS, L.P.-II
(A LIMITED PARTNERSHIP)
STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 2000 AND 1999
(UNAUDITED)
<CAPTION>
2000 1999
-------- ------
<S> <C> <C>
Cash flows from operating activities:
Net earnings (loss) . . . . . . . . . . . . $ (57,529) 398,162
Items not requiring (providing)
cash or cash equivalents:
Partnership's share of operations
of unconsolidated affiliated corporation,
net of dividends . . . . . . . . . . . . . (27,427) (524,161)
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
Changes in:
Interest and
other receivables. . . . . . . . . . . . . 5,891 (2,127)
Accounts payable. . . . . . . . . . . . . . (26,760) 4,101
Amounts due to affiliates . . . . . . . . . 4,477 8,129
CARLYLE INCOME PLUS, L.P.-II
(A LIMITED PARTNERSHIP)
STATEMENTS OF CASH FLOWS - CONTINUED
2000 1999
---------- -------
<CAPTION>
<S> <C> <C>
Net cash provided by (used in)
operating activities . . . . . . . . . . . (101,348) 13,701
---------- ----------
Cash flows from investing activities:
Partnership's distributions from
unconsolidated affiliated corporation. . . -- 20,031,360
---------- ----------
Net cash provided by (used in) investing
activities . . . . . . . . . . . . . . . . -- 20,031,360
---------- ----------
Cash flows from financing activities:
Distributions to limited partners . . . . . (1,606,738) (19,280,858)
Distributions to general
partners . . . . . . . . . . . . . . . . . (50,739) (16,913)
---------- ----------
Net cash provided by (used in) financing
activities . . . . . . . . . . . . . . . . (1,657,477) (19,297,771)
---------- ----------
Net increase (decrease) in cash and
cash equivalents . . . . . . . . . . . . . (1,758,825) 747,290
Cash and cash equivalents,
beginning of year. . . . . . . . . . . . . 2,500,970 1,194,778
--------- ----------
Cash and cash equivalents,
end of period. . . . . . . . . . . . . . . $ 742,145 1,942,068
======== =========
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>
CARLYLE INCOME PLUS, L.P. - II
(A LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2000 AND 1999
(Unaudited)
GENERAL
Readers of this quarterly report should refer to the Partnership's
audited financial statements for the year ended December 31, 1999, which are
included in the Partnership's 1999 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 as of December 31, 1996 for the 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 $27,427 and $524,161,
respectively, of the Partnership's share of total operations of $63,000 and
$1,204,000 for the six months ended June 30, 2000 and 1999 of unconsolidated
properties sold or 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
six months ended June 30, 2000 and 1999 aggregated $16,427 and $21,647,
respectively. Costs totaling $12,862 were unpaid at June 30, 2000 and are
expected to be paid in future periods. Distributions made to the General
Partners by the Partnership during the six months ended June 30, 2000 and
1999, respectively, are discussed below.
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, paid in cash at closing (subject to adjustment for 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 recognized a loss on sale in 1999 for Federal income tax purposes
of approximately $1,900,000. However, the Partnership is expected to
recognize a loss for Federal income tax purposes on its investment in its
unconsolidated affiliated corporation, 1225 Investment Corporation, of
approximately $ 1,400,000 upon liquidation of such corporation, which is
expected to be in 2000.
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 expired, with no
liability to 1225 Investment Corporation, as scheduled on December 10, 1999.
The Partnership received a dividend from cash flow from operations of
$435,360 from 1225 Investment Corporation in February 1999. 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 cash
flow from operations. In December 1999, after the expiration of the
aforementioned survival period for representations and warranties, the
Partnership received a dividend of $573,120 from 1225 Investment Corporation,
of which $435,360 represented the Partnership's residual share of proceeds
from the sale of the 1225 Connecticut Avenue, N.W. office building and
$137,760 represented the Partnership's share of cash flow from operations.
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 cash flow from operations and reserves, including those from
offering proceeds. The Partnership also distributed $16,913 to the General
Partners, representing their share of cash flow from operations and reserves,
including those from offering proceeds.
In February 2000, the Partnership made a cash distribution of $1,606,738
($25.00 per Interest) to the holders of Interests, which included $10 per
Interest from the proceeds of the March 1999 sale of the 1225 Connecticut
Avenue, N.W. office building and $15 per Interest from cash flow from
operations and reserves, including those from offering proceeds. The
Partnership also paid a distribution of $50,739 to the General Partners,
which represented their share of cash flow from operations and reserves,
including those from offering proceeds. The General Partners did not receive
any distributions of proceeds from sale, as the subordination requirements of
the Partnership Agreement necessary for the retention of sales proceeds by
the General Partners will not be met. No further distributions will be made
until the liquidation of the Partnership.
1225 CONNECTICUT AVENUE, N.W.
Summary income statement information for 1225 Investment Corporation for
the six months ended June 30, 2000 and 1999 is as follows:
2000 1999
--------- ---------
Total income . . . . . . . . . . 76,000 2,050,000
========= =========
Operating earnings . . . . . . . 63,000 1,204,000
========= =========
Partnership's share of
operating earnings. . . . . . . $ 27,427 524,161
========= =========
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 June 30, 2000
and for the three and six months ended June 30, 2000 and 1999.
[FN]
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
The Partnership had cash and cash equivalents of approximately $742,000
at June 30, 2000. Such funds (together with amounts to be contributed by the
General Partners to restore the deficit balances in their tax basis capital
accounts (discussed below) and amounts, if any, to be received from the
Partnership's unconsolidated affiliated corporation, 1225 Investment
Corporation) are available for payment of the Partnership's remaining
expenses and liabilities, with any remaining amounts to be distributed to the
holders of Interests, pursuant to the Partnership Agreement, upon the
completion of the liquidation of the Partnership.
Reference is made to the notes to the accompanying financial statements
for additional information concerning the Partnership's investment in 1225
Investment Corporation.
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. In early 1999, an unaffiliated
third party made an unsolicited tender offer to purchase up to 4.9% of the
Interests at $170 per Interest. This offer has expired. The Special
Committee recommended against acceptance of this offer on the basis that,
among other things, the offer price was inadequate. As of the date of this
report, the Partnership is aware that 5.96% of the outstanding interests have
been purchased by various unaffiliated third parties who have made tender
offers for Interests, either pursuant to their 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, paid in cash at closing (subject to adjustment for 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 recognized a loss on sale in 1999 for Federal income tax purposes
of approximately $1,900,000. However, the Partnership is expected to
recognized a loss for Federal income tax purposes on its investment in its
unconsolidated affiliated corporation, 1225 Investment Corporation, of
approximately $1,400,000 upon liquidation of such corporation, which is
expected to be in 2000.
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 expired, with no
liability to 1225 Investment Corporation, as scheduled on December 10, 1999.
The Partnership received a dividend from cash flow from operations of
$435,360 from 1225 Investment Corporation in February 1999. 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 cash
flow from operations. In December 1999, after the expiration of the
aforementioned survival period for representations and warranties, the
Partnership received a dividend of $573,120 from 1225 Investment Corporation,
of which $435,360 represented the Partnership's residual share of proceeds
from the sale of the 1225 Connecticut Avenue, N.W. office building and
$137,760 represented the Partnership's share of cash flow from operations.
The Partnership distributed approximately $18,960,000 in late May 1999
to the holders of Interests ($295 per Interest) from the proceeds of the
March 1999 sale of the 1225 Connecticut Avenue, N.W. office building and
approximately $321,000 to the holders of Interests ($5 per Interest) from
cash flow from operations and reserves, including those from offering
proceeds. The Partnership also distributed $16,913 to the General Partners,
which represented their share of cash flow from operations and reserves,
including those from offering proceeds.
In February 2000, the Partnership made a cash distribution of $1,606,738
($25.00 per Interest) to the holders of Interests, which included $10 per
Interest from the proceeds of the March 1999 sale of the 1225 Connecticut
Avenue, N.W. office building and $15 per Interest from cash flow from
operations and reserves, including those from offering proceeds. The
Partnership also paid a distribution of $50,739 to the General partners,
which represented their share of cash flow from operations and reserves,
including those from offering proceeds. The General Partners did not receive
any distributions of proceeds from sale, 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. The
Partnership expects to make a final liquidating distribution and terminate
its affairs in 2000. The termination of the Partnership's affairs generally
is contingent upon, among other things, 1225 Investment Corporation winding
up its affairs (or the Partnership disposing of its interest in 1225
Investment Corporation). In July 2000, the Board of Directors approved a
resolution to dissolve 1225 Investment Corporation, subject to the approval
of the major shareholders of the corporation, which own in the aggregate 96%
of its outstanding stock. Although the Partnership does not expect that any
of the shareholders will withhold their consent to such dissolution, there
can be no assurance that the Partnership will be able to terminate in 2000.
Upon completion of the liquidation of the Partnership, each General
Partner will be required to make a capital contribution to the Partnership in
the amount of such General Partner's deficit balance in its capital account
as determined for Federal income tax purposes, as required under the
Partnership Agreement. Such contributions are currently expected to total
approximately $750,000.
RESULTS OF OPERATIONS
The decrease in cash and cash equivalents at June 30, 2000 as compared
to December 31, 1999 is due primarily to the Partnership's cash distribution
in February 2000 of $1,606,738 ($25 per Interest) to the holders of
Interests, which included $10 per Interest from the proceeds of the March
1999 sale of the 1225 Connecticut Avenue, N.W. office building and $15 per
Interest from cash flow operations and reserves, including those from
offering proceeds. The Partnership also made a cash distribution in
February 2000 of $50,739 to the General Partners, which represented their
share of cash flow from operations and reserves, including those from
offering proceeds.
The increase in Partnership's investment in unconsolidated affiliated
corporation, at equity at June 30, 2000 as compared to December 31, 1999 and
the increase in Partnership's share of operations of unconsolidated
affiliated corporation for the three months ended June 30, 2000 as compared
to the three months ended June 30, 1999 is attributable primarily to (i) the
Partnership's share of tenant revenues recognized during the three months
ended June 30, 2000 in connection with tenants' share of 1999 common area
expenses at the 1225 Connecticut Avenue, N.W. office building during the
period of ownership in 1999 by 1225 Investment Corporation, and (ii) the
write-off of certain estimated but unincurred accounts payable and accrued
expenses during the three months ended June 30, 2000 by 1225 Investment
Corporation. An additional increase in Partnership's share of operations of
unconsolidated affiliated corporation for the three months ended June 30,
2000 as compared to the three months ended June 30, 1999 is attributable
primarily to sale proration adjustments to rental income and property
operating expenses at the 1225 Connecticut Avenue, N.W. office building
(which was sold in March 1999) during the three months ended June 30, 1999.
The decrease in Partnership's share of operations of unconsolidated
affiliated corporation for the six months ended June 30, 2000 as compared to
the year-earlier period is attributable primarily to the March 1999 sale of
the 1225 Connecticut Avenue, N.W. office building.
The decrease in interest income for the three and six months ended June
30, 2000 as compared to the three and six months ended June 30, 1999 is
attributable primarily to interest earned during the three and six months
ended June 30, 1999 on the Partnership's share of distributable proceeds
received from the March 1999 sale of the 1225 Connecticut Avenue office
building by 1225 Investment Corporation.
Partnership's share of loss on sale of property by unconsolidated
affiliated corporation for the six months ended June 30, 1999 is attributable
to the March 1999 sale of the 1225 Connecticut Avenue, N.W. office building.
Partnership's share of extraordinary items of unconsolidated affiliated
corporation for the six months ended June 30, 1999 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.
<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.
3.2 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.
27. Financial Data Schedule
________________
(b) No reports on Form 8-K have been filed during the period covered
by this report.
<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: August 14, 2000
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 14, 2000
