FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT of 1934
For the quarterly period ended June 30, 2000
--------------------------------------------------------------------------
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT of 1934
For the transition period from _________________________ to ____________________
Commission file number
0-22485
---------------------------------------
CNL Income Fund XVII, Ltd.
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Florida 59-3295393
---------------------------------------------- --------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
450 South Orange Avenue
Orlando, Florida 32801-3336
---------------------------------------------- ------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number
(including area code) (407) 540-2000
--------------------------------
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Sections 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>
<CAPTION>
CONTENTS
Part I Page
<S> <C>
Item 1. Financial Statements:
Condensed Balance Sheets 1
Condensed Statements of Income 2
Condensed Statements of Partners' Capital 3
Condensed Statements of Cash Flows 4
Notes to Condensed Financial Statements 5-6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 7-10
Item 3. Quantitative and Qualitative Disclosures About
Market Risk 10
Part II
Other Information 11-14
</TABLE>
CNL INCOME FUND XVII, LTD.
(A Florida Limited Partnership)
CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
June 30, December 31,
2000 1999
------------------ ------------------
<S> <C>
ASSETS
Land and buildings on operating leases, less
accumulated depreciation and allowance for loss on land
and building $ 20,410,475 $ 19,301,187
Net investment in direct financing leases 1,823,498 1,840,583
Investment in joint ventures 1,976,741 1,967,017
Cash and cash equivalents 799,386 2,644,465
Receivables, less allowance for doubtful accounts
of $72,329 and $48,138, respectively 108,926 77,686
Due from related parties 3,500 3,939
Prepaid expenses 15,661 --
Accrued rental income 641,591 693,671
Other assets 1,526 33,415
------------------ ------------------
$ 25,781,304 $ 26,561,963
================== ==================
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable $ 18,505 $ 87,143
Accrued real estate taxes payable -- 2,041
Distributions payable 600,000 600,000
Due to related parties 84,816 23,597
Rents paid in advance and deposits 135,558 119,113
Deferred rental income 58,699 60,439
------------------ ------------------
Total liabilities 897,578 892,333
Partners' capital 24,883,726 25,669,630
------------------ ------------------
$ 25,781,304 $ 26,561,963
================== ==================
See accompanying notes to condensed financial statements
</TABLE>
CNL INCOME FUND XVII, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
Quarter Ended Six Months Ended
June 30, June 30,
2000 1999 2000 1999
------------- ------------- ------------- --------------
<S> <C>
Revenues:
Rental income from operating leases $578,430 $ 567,883 $ 1,093,015 $ 1,164,707
Adjustments to accrued rental income (141,469 ) -- (141,469 ) (59,643 )
Earned income from direct financing leases 45,912 91,379 83,942 183,693
Interest and other income 10,972 61,349 22,205 41,174
------------- ------------- ------------- --------------
493,845 720,611 1,057,693 1,329,931
------------- ------------- ------------- --------------
Expenses:
General operating and administrative 44,777 26,922 85,277 59,389
Professional services 15,414 5,297 26,727 11,179
Management fees to related party 6,414 6,399 12,034 12,979
Real estate taxes 17,161 4,861 21,795 4,861
State and other taxes 75 -- 12,064 12,734
Depreciation and amortization 100,435 95,323 199,123 194,337
Transaction costs 16,002 -- 23,382 --
------------- ------------- ------------- --------------
200,278 138,802 380,402 295,479
------------- ------------- ------------- --------------
Income Before Minority Interest in Income of
Consolidated Joint Venture, Equity in
Earnings of Unconsolidated Joint Ventures,
and Provision for Loss on Land and Building 293,567 581,809 677,291 1,034,452
Minority Interest in Income of Consolidated
Joint Venture -- (15,808 ) -- (31,436 )
Equity in Earnings of Unconsolidated Joint
Ventures 46,944 46,794 90,427 87,684
Provision for Loss on Land and Building (96,684 ) -- (353,622 ) --
------------- ------------- ------------- --------------
Net Income $ 243,827 $ 612,795 $ 414,096 $ 1,090,700
============= ============= ============= ==============
Allocation of Net Income (Loss):
General partners $ (1,004 ) $ (103 ) $ (1,991 ) $ (1,093 )
Limited partners 244,831 612,898 416,087 1,091,793
------------- ------------- ------------- --------------
$ 243,827 $ 612,795 $ 414,096 $ 1,090,700
============= ============= ============= ==============
Net Income Per Limited Partner Unit $ 0.08 $ 0.20 $ 0.14 $ 0.36
============= ============= ============= ==============
Weighted Average Number of Limited Partner
Units Outstanding 3,000,000 3,000,000 3,000,000 3,000,000
============= ============= ============= ==============
See accompanying notes to condensed financial statements
</TABLE>
CNL INCOME FUND XVII, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF PARTNERS' CAPITAL
<TABLE>
<CAPTION>
Six Months Ended
Year Ended
June 30, December 31,
2000 1999
------------------- ------------------
<S> <C>
General partners:
Beginning balance $ (4,460 ) $ (610 )
Net loss (1,991 ) (3,850 )
------------------- ------------------
(6,451 ) (4,460 )
------------------- ------------------
Limited partners:
Beginning balance 25,674,090 26,230,971
Net income 416,087 1,843,119
Distributions ($0.40 and $0.80 per limited partner
unit, respectively) (1,200,000 ) (2,400,000 )
------------------- ------------------
------------------- ------------------
24,890,177 25,674,090
------------------- ------------------
------------------- ------------------
Total partners' capital $ 24,883,726 $ 25,669,630
=================== ==================
See accompanying notes to condensed financial statements
</TABLE>
CNL INCOME FUND XVII, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Six Months Ended
June 30,
2000 1999
---------------- ---------------
<S> <C>
Increase (Decrease) in Cash and Cash Equivalents
Net Cash Provided by Operating Activities $ 985,097 $1,230,304
---------------- ---------------
Cash Flows from Investing Activities:
Additions to land and building on operating leases
(1,630,164 ) --
Investment in joint ventures (12 ) (527,864 )
---------------- ---------------
Net cash used in investing activities (1,630,176 ) (527,864 )
---------------- ---------------
Cash Flows from Financing Activities:
Distributions to limited partners (1,200,000 ) (1,200,000 )
Distributions to holder of minority interest -- (24,583 )
---------------- ---------------
Net cash used in financing activities (1,200,000 ) (1,224,583 )
---------------- ---------------
Net Decrease in Cash and Cash Equivalents (1,845,079 ) (522,143 )
Cash and Cash Equivalents at Beginning of Period 2,644,465 1,492,343
---------------- ---------------
Cash and Cash Equivalents at End of Period $ 799,386 $ 970,200
================ ===============
Supplemental Schedule of Non-Cash Financing
Activities:
Distributions declared and unpaid at end of
period $ 600,000 $600,000
================ ===============
See accompanying notes to condensed financial statements.
</TABLE>
CNL INCOME FUND XVII, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
Quarters and Six Months Ended June 30, 2000 and 1999
1. Basis of Presentation:
The accompanying unaudited condensed financial statements have been
prepared in accordance with the instructions to Form 10-Q and do not
include all of the information and note disclosures required by
generally accepted accounting principles. The financial statements
reflect all adjustments, consisting of normal recurring adjustments,
which are, in the opinion of management, necessary to a fair statement
of the results for the interim periods presented. Operating results for
the quarter and six months ended June 30, 2000, may not be indicative
of the results that may be expected for the year ending December 31,
2000. Amounts as of December 31, 1999, included in the financial
statements, have been derived from audited financial statements as of
that date.
These unaudited financial statements should be read in conjunction with
the financial statements and notes thereto included in Form 10-K of CNL
Income Fund XVII, Ltd. (the "Partnership") for the year ended December
31, 1999.
Certain items in the prior years' financial statements have been
reclassified to conform to 2000 presentation. These reclassifications
had no effect on partners' capital or net income.
2. Land and Buildings on Operating Leases:
Land and buildings on operating leases consisted of the following at:
<TABLE>
<CAPTION>
June 30, December 31,
2000 1999
------------------- -------------------
<S> <C>
Land $ 10,217,007 $ 9,384,719
Buildings 11,992,072 11,164,433
------------------- -------------------
22,209,079 20,549,152
Less accumulated depreciation (1,444,982 ) (1,247,965 )
------------------- -------------------
20,764,097 19,301,187
Less allowance for loss on land and
building (353,622 ) --
------------------- -------------------
$ 20,410,475 $ 19,301,187
=================== ===================
</TABLE>
CNL INCOME FUND XVII, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
Quarters and Six Months Ended June 30, 2000 and 1999
2. Land and Buildings on Operating Leases - Continued:
In January 2000, the Partnership reinvested the net sales proceeds it
received from the 1999 sale of a property in a Baker's Square property
located in Wilmette, Illinois, at an approximate cost of $1,630,200
(see Note 3).
During the six months ended June 30, 2000, the Partnership recorded a
provision for loss on land and building in the amount of $353,622 for
financial reporting purposes relating to the Boston Market property in
Long Beach, California. The tenant of this property filed for
bankruptcy in October 1998 and discontinued payment of rents. The
allowance represented the difference between the carrying value of the
property at June 30, 2000 and the estimated net realizable value for
the property.
3. Related Party Transactions:
During the six months ended June 30, 2000, the Partnership acquired a
property in Wilmette, Illinois, from CNL BB Corp., an affiliate of the
general partners, for a purchase price of approximately $1,630,200 (see
Note 2). CNL BB Corp. had purchased and temporarily held title to the
property in order to facilitate the acquisition of the property by the
Partnership. The purchase price paid by the Partnership represented the
costs incurred by CNL BB Corp. to acquire and carry the property,
including closing costs. In accordance with the Statement of Policy of
Real Estate programs for the North American Securities Administrators
Association, Inc., all income, expenses, profits and losses generated
by or associated with the property were treated as belonging to the
Partnership. For the six months ended June 30, 2000, other income of
the Partnership includes $2,296 of such amounts.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
CNL Income Fund XVII, Ltd. (the "Partnership") is a Florida limited
Partnership that was organized on February 10, 1995, to acquire for cash, either
directly or through joint venture arrangements, both newly constructed and
existing restaurant properties, as well as land upon which restaurants were to
be constructed, to be leased primarily to operators of national and regional
fast-food, family-style and casual dining restaurant chains (collectively, the
"Properties"). The leases generally are triple-net leases, with the lessee
responsible for all repairs and maintenance, property taxes, insurance and
utilities. As of June 30, 2000, the Partnership owned 30 Properties, which
included interests in three Properties owned by joint ventures in which the
Partnership is a co-venturer and four Properties owned with affiliates as
tenants-in-common.
Capital Resources
The Partnership's primary source of capital is cash from operations
(which includes cash received from tenants, distributions from joint ventures,
and interest and other income received, less cash paid for expenses). Cash from
operations was $985,097 and $1,230,304 for the six months ended June 30, 2000
and 1999, respectively. The decrease in cash from operations for the six months
ended June 30, 2000, as compared to the six months ended June 30, 1999, was
primarily a result of changes in income and expenses as described in "Results of
Operations" below and changes in the Partnership's working capital.
Other sources and uses of capital included the following during the
quarter and six months ended June 30, 2000.
In January 2000, the Partnership reinvested approximately $1,630,200 of
the sales proceeds received from the 1999 sale of a Property in a Baker's Square
Property in Wilmette, Illinois. The Partnership acquired the Property from an
affiliate of the general partners. The affiliate had purchased and temporarily
held title to the Property in order to facilitate the acquisition of the
Property by the Partnership. The purchase price paid by the Partnership
represented the costs incurred by the affiliate to acquire the Property,
including closing costs.
Currently, rental income from the Partnership's Properties is invested
in money market accounts or other short-term, highly liquid investments, such as
demand deposit accounts at commercial banks, certificates of deposit and money
market accounts with less than a 30-day maturity date, pending the Partnership's
use of such funds to pay Partnership expenses or to make distributions to the
partners. At June 30, 2000, the Partnership had $799,386 invested in such
short-term investments, as compared to $2,644,465 at December 31, 1999. The
decrease in short-term investments at June 30, 2000 was primarily due to the
fact that in January 2000, the Partnership invested in a Property in Wilmette,
Illinois, as described above. The funds remaining at June 30, 2000, will be used
to pay distributions and other liabilities.
Short-Term Liquidity
The Partnership's short-term liquidity requirements consist primarily
of the operating expenses of the Partnership.
The Partnership's investment strategy of acquiring Properties for cash
and leasing them under triple-net leases to operators who generally meet
specified financial standards minimizes the Partnership's operating expenses.
The general partners believe that the leases will continue to generate cash flow
in excess of operating expenses.
The general partners have the right, but not the obligation, to make
additional capital contributions if they deem it appropriate in connection with
the operations of the Partnership.
Total liabilities of the Partnership, including distributions payable,
increased to $897,578 at June 30, 2000, from $892,333 at December 31, 1999.
Total liabilities at June 30, 2000, to the extent they exceed cash and cash
equivalents at June 30, 2000, will be paid from future cash from operations, and
in the event the general partners elect to make additional contributions, from
general partners' contributions.
The Partnership generally distributes cash from operations remaining
after the payment of operating expenses of the Partnership, to the extent that
the general partners determine that such funds are available for distribution.
Based on current and anticipated future cash from operations, the Partnership
declared distributions to limited partners of $1,200,000 for each of the six
months ended June 30, 2000 and 1999 ($600,000 for each of the quarters ended
June 30, 2000 and 1999). This represents distributions for each applicable six
months of $0.40 per unit ($0.20 per unit for each applicable quarter). No
distributions were made to the general partners for the quarters and six months
ended June 30, 2000 and 1999. No amounts distributed to the limited partners for
the six months ended June 30, 2000 and 1999, are required to be or have been
treated by the Partnership as a return of capital for purposes of calculating
the limited partners' return on their adjusted capital contributions. The
Partnership intends to continue to make distributions of cash available for
distribution to the limited partners on a quarterly basis.
Long Term Liquidity
The Partnership has no long-term debt or other long-term liquidity
requirements.
Results of Operations
During the six months ended June 30, 1999, the Partnership and its
consolidated joint venture, CNL/GC El Cajon Joint Venture, owned and leased 23
wholly owned Properties (including one Property which was sold in 1999) to
operators of fast-food and family-style restaurant chains. During 1999, the
Partnership liquidated its interest in CNL/GC El Cajon Joint Venture. During the
six months ended June 30, 2000, the Partnership owned and leased 23 wholly owned
Properties. In connection therewith, during the six months ended June 30, 2000
and 1999, the Partnership earned $1,035,488 and $1,288,757, respectively, in
rental income from operating leases (net of adjustments to accrued rental
income) and earned income from direct financing leases from these Properties,
$482,873 and $659,262 of which was earned during the quarters ended June 30,
2000 and 1999, respectively. The decrease in rental and earned income during the
quarter and six months ended June 30, 2000, as compared to the quarter and six
months ended June 30, 1999, was partially attributable to the fact that in April
1999, the tenant of three Boston Market Properties filed for bankruptcy and for
two of the three Properties it leased, rejected the leases, vacated the
Properties and discontinued making rental payments. The decrease in rental
income for the six months ended June 30, 2000 was partially offset by the fact
that during the six months ended June 30, 1999, rental and earned income was
lower because in conjunction with the two rejected leases, the Partnership
reversed approximately $60,000 of accrued rental income. The accrued rental
income was the accumulated amount of non-cash accounting adjustments previously
recorded in order to recognize future scheduled rent increases as income evenly
over the term of the lease relating to the two rejected leases. In addition, in
July 2000, the lease relating to the third Property was rejected. In connection
therewith, during the quarter and six months ended June 30, 2000, the
Partnership established an allowance for doubtful accounts for past due amounts
and reversed approximately $35,000 in accrued rental income relating to this
Property. The Partnership will not recognize rental and earned income from these
three Properties until new tenants are located or until the Properties are sold
and the proceeds from the sales are reinvested in additional Properties. The
lost revenues resulting from the rejection of the three leases has and will
continue to have an adverse effect of the results of operations of the
Partnership until the Partnership is able to re-lease these Properties. The
Partnership is currently seeking either new tenants or purchasers for these
Properties.
Rental and earned income also decreased during the six months ended
June 30, 2000, as compared to the six months ended June 30, 1999, as a result of
the Partnership establishing, during the six months ended June 30, 2000, an
allowance for doubtful accounts of approximately $27,600 for past due rental
amounts relating to a Property in Mesquite, Nevada, and Kentwood, Michigan, in
accordance with the Partnership's policy. During the quarter and six months
ended June 30, 2000, the tenant of the Property in Kentwood, Michigan defaulted
under the terms of its lease, discontinued operations of the restaurant and
discontinued making rental payments. As a result, the Partnership reversed
approximately $106,400 of accrued rental income relating to this Property during
the quarter and six months ended June 30, 2000. The general partners will
continue to pursue collection of past due rental amounts relating to these
Properties and will recognize such amounts as income if collected.
In addition, rental and earned income decreased by approximately
$78,800 and $157,600 during the quarter and six months ended June 30, 2000,
respectively, as compared to the quarter and six months ended June 30, 1999, as
a result of the sale of the Property owned by CNL/GC El Cajon Joint Venture. The
decrease was partially offset by an increase in rental, earned and contingent
rental income of approximately $43,800 and $73,500 during the quarter and six
months ended June 30, 2000, respectively, due to the fact that during January
2000, the Partnership reinvested the net sales proceeds in a Property in
Wilmette, Illinois, as described above in "Capital Resources."
During the six months ended June 30, 2000 and 1999, the Partnership
owned and leased three Properties with affiliates as tenants-in-common and four
Properties indirectly through joint venture arrangements. In connection
therewith, during the six months ended June 30, 2000 and 1999, the Partnership
earned $90,427 and $87,684, respectively, attributable to net income earned by
these joint ventures, $46,944 and $46,794 of which were earned during the
quarters ended June 30, 2000 and 1999, respectively.
Operating expenses, including depreciation and amortization expense,
were $380,402 and $295,479 for the six months ended June 30, 2000 and 1999,
respectively, of which $200,278 and $138,802 were incurred for the quarters
ended June 30, 2000 and 1999, respectively. The increase in operating expenses
was partially due to the fact that the Partnership incurred $16,002 and $23,382
during the quarter and six months ended June 30, 2000, respectively, in
transaction costs related to the general partners retaining financial and legal
advisors to assist them in evaluating and negotiating the terminated merger of
the Partnership with and into CNL American Properties Fund, Inc. ("APF").
Additionally, the increase in operating expenses during the quarter and
six months ended June 30, 2000, as compared to the quarter and six months ended
June 30, 1999, was partially attributable to an increase in insurance, legal
fees, maintenance and real estate taxes incurred as a result of the facts that
(i) the tenant of three Boston Market Properties filed for bankruptcy, rejected
the leases and discontinued making rental payments and (ii) the tenant of the
Property in Kentwood, Michigan vacated the Property and discontinued making
rental payments to the Partnership, each as described above. The Partnership
will continue to incur such expenses relating to these Properties until
replacement tenants or purchasers are located. The Partnership is currently
seeking either replacement tenants or purchasers for these Properties. In
addition, operating expenses were higher during the quarter and six months ended
June 30, 2000 due to an increase in administrative expenses for servicing the
Partnership and its Properties.
During the quarter and six months ended June 30, 2000, the Partnership
recorded provisions for loss on land and building of $96,684 and $353,622,
respectively, for financial reporting purposes relating to the Boston Market
Property in Long Beach, California. The tenant of this Property filed for
bankruptcy in October 1998 and discontinued payment of rents. The allowance at
June 30, 2000 represented the difference between the carrying value of the
Property and the estimated net realizable value for the Property as of such
date.
Dismissal of Legal Action
As described in greater detail in Part II, Item 1. "Legal Proceedings,"
in 1999, two groups of limited partners in several CNL Income Funds filed
purported class action suits against the general partners and APF alleging,
among other things, that the general partners had breached their fiduciary
duties in connection with the proposed merger. These actions were later
consolidated into one action. On April 25, 2000, the judge in the consolidated
action issued an order dismissing the action without prejudice, with each party
to bear its own costs and attorneys' fees.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
On May 11, 1999, four limited partners in several CNL Income
Funds served a derivative and purported class action lawsuit
filed April 22, 1999 against the general partners and APF in
the Circuit Court of the Ninth Judicial Circuit of Orange
County, Florida, alleging that the general partners breached
their fiduciary duties and violated provisions of certain of
the CNL Income Fund partnership agreements in connection with
the proposed merger. The plaintiffs sought unspecified damages
and equitable relief. On July 8, 1999, the plaintiffs filed an
amended complaint which, in addition to naming three
additional plaintiffs, included allegations of aiding and
abetting and conspiring to breach fiduciary duties, negligence
and breach of duty of good faith against certain of the
defendants and sought additional equitable relief. As amended,
the caption of the case was Jon Hale, Mary J. Hewitt, Charles
A. Hewitt, Gretchen M. Hewitt, Bernard J. Schulte, Edward M.
and Margaret Berol Trust, and Vicky Berol v. James M. Seneff,
Jr., Robert A. Bourne, CNL Realty Corporation, and CNL
American Properties Fund, Inc., Case No. CIO-99-0003561.
On June 22, 1999, a limited partner of several CNL Income
Funds served a purported class action lawsuit filed April 29,
1999 against the general partners and APF, Ira Gaines,
individually and on behalf of a class of persons similarly
situated, v. CNL American Properties Fund, Inc., James M.
Seneff, Jr., Robert A. Bourne, CNL Realty Corporation, CNL
Fund Advisors, Inc., CNL Financial Corporation a/k/a CNL
Financial Corp., CNL Financial Services, Inc. and CNL Group,
Inc., Case No. CIO-99-3796, in the Circuit Court of the Ninth
Judicial Circuit of Orange County, Florida, alleging that the
general partners breached their fiduciary duties and that APF
aided and abetted their breach of fiduciary duties in
connection with the proposed merger. The plaintiff sought
unspecified damages and equitable relief.
On September 23, 1999, Judge Lawrence Kirkwood entered an
order consolidating the two cases under the caption In re: CNL
Income Funds Litigation, Case No. 99-3561. Pursuant to this
order, the plaintiffs in these cases filed a consolidated and
amended complaint on November 8, 1999. On December 22, 1999,
the general partners and CNL Group, Inc. filed motions to
dismiss and motions to strike. On December 28, 1999, APF and
CNL Fund Advisors, Inc. filed motions to dismiss. On March 6,
2000, all of the defendants filed a Joint Notice of Filing
Form 8-K Reports and Suggestion of Mootness.
On April 25, 2000, Judge Kirkwood issued a Stipulated Final
Order of Dismissal of Consolidated Action, dismissing the
action without prejudice, with each party to bear its own
costs and attorneys' fees.
Item 2. Changes in Securities. Inapplicable.
Item 3. Default upon Senior Securities. Inapplicable.
Item 4. Submission of Matters to a Vote of Security Holders.
Inapplicable.
Item 5. Other Information. Inapplicable.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
**3.1 Affidavit and Certificate of Limited
Partnership of CNL Income Fund XVII, Ltd.
(Filed as Exhibit 3.1 to the Registrant's
Registration Statement on Form S-11, No.
33-90998, incorporated herein by
reference.)
**3.2 Amended and Restated Agreement of Limited
Partnership of CNL Income Fund XVII, Ltd.
(Included as Exhibit 4.2 to Form 10-K
filed with the Securities and Exchange
Commission on March 21, 1996, and
incorporated herein by reference.)
**4.1 Affidavit and Certificate of Limited
Partnership of CNL Income Fund XVII, Ltd.
(Filed as Exhibit 3.1 to Registration
Statement No. 33-90998 on Form S-11 and
incorporated herein by reference.)
**4.2 Amended and Restated Agreement of Limited
Partnership of CNL Income Fund XVII, Ltd.
(Included as Exhibit 4.2 to Form 10-K
filed with the Securities and Exchange
Commission on March 21, 1996, and
incorporated herein by reference.)
**4.3 Form of Agreement between CNL Income Fund
XVII, Ltd. and MMS Escrow and Transfer
Agency, Inc. and between CNL Income Fund
XVIII, Ltd. and MMS Escrow and Transfer
Agency, Inc. relating to the Distribution
Reinvestment Plans (Filed as Exhibit 4.4
to the Registrant's Registration Statement
on Form S-11, No. 33-90998, incorporated
herein by reference.)
**8.3 Opinion of Baker & Hostetler regarding
certain material issues relating to the
Distribution Reinvestment Plan of CNL
Income Fund XVII, Ltd. (Filed as Exhibit
8.3 to Amendment No. Three to the
Registrant's Registration Statement on
Form S-11, No. 33-90998, incorporated
herein by reference.)
**10.1 Management Agreement between CNL Income
Fund XVII, Ltd. and CNL Fund Advisors,
Inc. (Included as Exhibit 10.1 to Form
10-K filed with the Securities and
Exchange Commission on March 21, 1996, and
incorporated herein by reference.)
**10.2 Form of Joint Venture Agreement for Joint
Ventures with Unaffiliated Entities (Filed
as Exhibit 10.2 to the Registrant's
Registration Statement on Form S-11, No.
33-90998, incorporated herein by
reference.)
**10.3 Form of Joint Venture Agreement for Joint
Ventures with Affiliated Programs (Filed
as Exhibit 10.3 to the Registrant's
Registration Statement on Form S-11, No.
33-90998, incorporated herein by
reference.)
**10.4 Form of Development Agreement (Filed as
Exhibit 10.5 to the Registrant's
Registration Statement on Form S-11, No.
33-90998, incorporated herein by
reference.)
**10.5 Form of Indemnification and Put Agreement
(Filed as Exhibit 10.6 to the Registrant's
Registration Statement on Form S-11, No.
33-90998, incorporated herein by
reference.)
**10.6 Form of Unconditional Guarantee of Payment
and Performance (Filed as Exhibit 10.7 to
the Registrant's Registration Statement on
Form S-11, No. 33-90998, incorporated
herein by reference.)
**10.7 Form of Lease Agreement for Existing
Restaurant (Filed as Exhibit 10.8 to the
Registrant's Registration Statement on
Form S-11, No. 33-90998, incorporated
herein by reference.)
**10.8 Form of Lease Agreement for Restaurant to
be Constructed (Filed as Exhibit 10.9 to
the Registrant's Registration Statement on
Form S-11, No. 33-90998, incorporated
herein by reference.)
**10.9 Form of Premises Lease for Golden Corral
Restaurant (Filed as Exhibit 10.10 to the
Registrant's Registration Statement on
Form S-11, No. 33-90998, incorporated
herein by reference.)
**10.10 Form of Agreement between CNL Income Fund
XVII, Ltd. and MMS Escrow and Transfer
Agency, Inc. and between CNL Income Fund
XVIII, Ltd. and MMS Escrow and Transfer
Agency, Inc. relating to the Distribution
Reinvestment Plans (Filed as Exhibit 4.4
to the Registrant's Registration Statement
on Form S-11, No. 33-90998, incorporated
herein by reference.)
**10.11 Form of Cotenancy Agreement with
Unaffiliated Entity (Filed as Exhibit
10.12 to Amendment No. One to the
Registrant's Registration Statement on
FOrm S-11, No. 33-90998, incorporated
herein by reference.)
**10.12 Form of Cotenancy Agreement with
Affiliated Entity (Filed as Exhibit 10.13
to Amendment No. One to the Registrant's
Registration Statement on Form S-11, No.
33-90998, incorporated herein by
reference.)
**10.13 Form of Registered Investor Advisor
Agreement (Filed as Exhibit 10.14 to
Amendment No. One to the Registrant's
Registration Statement on Form S-11, No.
33-90998, incorporated herein by
reference.)
27 Financial Data Schedule (Filed herewith.)
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the
quarter ended June 30, 2000.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
DATED this 14th day of August, 2000
CNL INCOME FUND XVII, LTD.
By: CNL REALTY CORPORATION
General Partner
By: /s/ James M. Seneff, Jr.
-----------------------------------------
JAMES M. SENEFF, JR.
Chief Executive Officer
(Principal Executive Officer)
By: /s/ Robert A. Bourne
-----------------------------------------
ROBERT A. BOURNE
President and Treasurer
(Principal Financial and
Accounting Officer)
