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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, 2003 Commission file #0-12791
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIII
(Exact name of registrant as specified in its charter)
Illinois 36-3207212
(State of organization) (IRS Employer Identification No.)
900 N. Michigan Ave., Chicago, IL 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 is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [ X ]
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 (the "Exchange Act") 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 . . . . . . . . . . . . . . . . . . . . 10
Item 4. Controls and Procedures. . . . . . . . . . . . . . 12
PART II OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . 12
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIII
(A LIMITED PARTNERSHIP)
BALANCE SHEETS
MARCH 31, 2003 AND DECEMBER 31, 2002
(UNAUDITED)
ASSETS
------
MARCH 31, DECEMBER 31,
2003 2002
------------- -----------
Current assets:
Cash and cash equivalents . . . . . $ 2,012,701 2,383,473
Other receivables . . . . . . . . . 1,591 --
------------ ------------
Total current assets. . . . . 2,014,292 2,383,473
------------ ------------
$ 2,014,292 2,383,473
============ ============
LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
-----------------------------------------------------
Current liabilities:
Accounts payable and
accrued expenses. . . . . . . . . $ 27,670 351,026
------------ ------------
Total current liabilities . . 27,670 351,026
------------ ------------
Commitments and contingencies
Total liabilities . . . . . . 27,670 351,026
------------ ------------
Partners' capital accounts (deficits):
General partners:
Capital contributions . . . . . . 1,000 1,000
Cumulative net earnings (losses). 1,172,298 1,174,131
Cumulative cash distributions . . (1,149,967) (1,149,967)
------------ ------------
23,331 25,164
------------ ------------
Limited partners:
Capital contributions,
net of offering costs . . . . . 326,224,167 326,224,167
Cumulative net earnings (losses). (263,188,938) (263,144,946)
Cumulative cash distributions . . (61,071,938) (61,071,938)
------------ ------------
1,963,291 2,007,283
------------ ------------
Total partners' capital
accounts (deficits) . . . . 1,986,622 2,032,447
------------ ------------
$ 2,014,292 2,383,473
============ ============
See accompanying notes to financial statements.
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIII
(A LIMITED PARTNERSHIP)
STATEMENTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2003 AND 2002
(UNAUDITED)
2003 2002
---------- ----------
Income:
Interest income . . . . . . . . . . . $ 3,320 15,580
---------- ----------
3,320 15,580
---------- ----------
Expenses:
Professional services . . . . . . . . 46,957 82,949
General and administrative. . . . . . 2,188 78,789
---------- ----------
49,145 161,738
---------- ----------
Earnings (loss) before Partnership's
share of gain on sale of indirect
partnership interest. . . . . . . . . (45,825) (146,158)
Partnership's share of gain on sale
of indirect partnership interest. . . -- 820,496
---------- ----------
Net earnings (loss) . . . . . . . $ (45,825) 674,338
========== ==========
Net earnings (loss) per limited
partnership interest:
Earnings (loss) before
Partnership's share of
gain on sale of indirect
partnership interest . . . . $ (.13) (.40)
Partnership's share of gain
on sale of indirect
partnership interest . . . . -- 2.32
---------- ----------
Net earnings (loss) . . . . $ (.13) 1.92
========== ==========
See accompanying notes to financial statements.
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIII
(A LIMITED PARTNERSHIP)
STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 2003 AND 2002
(UNAUDITED)
2003 2002
---------- ----------
Cash flows from operating activities:
Net earnings (loss) . . . . . . . . . $ (45,825) 674,338
Items not requiring (providing)
cash or cash equivalents:
Partnership's share of gain on
sale of indirect partnership
interest. . . . . . . . . . . . . -- (820,496)
Changes in:
Other receivables . . . . . . . . . (1,591) 779
Accounts payable and
accrued expenses. . . . . . . . . (323,356) (19,286)
---------- ----------
Net cash provided by (used in)
operating activities. . . . . (370,772) (164,665)
---------- ----------
Cash flows from investing activities:
Cash proceeds from Partnership's
share of gain on sale of
indirect partnership interest . . . -- 159,268
---------- ----------
Net cash provided by (used in)
investing activities. . . . . -- 159,268
---------- ----------
Net increase (decrease)
in cash and cash
equivalents . . . . . . . . . (370,772) (5,397)
Cash and cash equivalents,
beginning of year . . . . . . 2,383,473 3,409,779
---------- ----------
Cash and cash equivalents,
end of period . . . . . . . . $2,012,701 3,404,382
========== ==========
Supplemental disclosure of cash
flow information:
Non-cash activities:
Recognition of reduction of dis-
tributions received in excess
of recorded investment as gain. . $ -- 661,228
========== ==========
See accompanying notes to financial statements.
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIII
(A LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2003 AND 2002
(UNAUDITED)
GENERAL
Readers of this quarterly report should refer to the Partnership's
audited financial statements for the fiscal year ended December 31, 2002,
which are included in the Partnership's 2002 Annual Report on Form 10-K
(File No. 0-12791) filed on March 31, 2003, as certain footnote disclosures
which would substantially duplicate those contained in such audited
financial statements have been omitted from this report. Capitalized terms
used but not defined in this quarterly report have the same meanings as in
the Partnership's 2002 Annual Report on Form 10-K.
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 at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
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 and certain of its officers, and for
other direct expenses relating to the administration of the Partnership and
the operation of the Partnership's investment properties. Fees,
commissions and other expenses required to be paid by the Partnership to
the General Partners and their affiliates for the three months ended
March 31, 2003 and 2002 were as follows:
Unpaid at
March 31,
2003 2002 2003
------ ------ -------------
Reimbursement (at cost) for
out-of-pocket salary and
salary-related expenses. . . . . $ -- 12,502 --
====== ====== ======
JMB/NYC
JMB/NYC was a limited partnership among Carlyle-XIII Associates, L.P.,
and its affiliates, Carlyle-XIV Associates, L.P. and Property Partners,
L.P., as limited partners and Carlyle Managers, Inc. as the sole general
partner. The Partnership was a 25% shareholder of Carlyle Managers, Inc.
and held, indirectly as a limited partner of Carlyle-XIII Associates, L.P.,
an approximate 25% limited partnership interest in JMB/NYC. The sole
general partner of Carlyle-XIII Associates, L.P. was Carlyle Investors,
Inc., of which the Partnership was a 25% shareholder. The general partner
in each of JMB/NYC and Carlyle-XIII Associates, L.P. was an affiliate of
the Partnership. JMB/NYC, Carlyle-III Associates, L.P., Carlyle Managers,
Inc. and Carlyle Investors, Inc. were dissolved in September and October
2002.
In November 1999, JMB/NYC closed a transaction (the "Restructuring")
pursuant to which, among other things, JMB/NYC's interests in 237 Park
Avenue ("237 Park") and 1290 Avenue of the Americas ("1290 Avenue of the
Americas") were restructured. Under the Restructuring, the partnership
that owned 237 Park was converted to a limited liability company ("237 Park
LLC"). The membership interest in 237 Park LLC owned by 237/1290 Upper
Tier Associates, L.P. (the "Upper Tier Partnership"), in which JMB/NYC was
a limited partner with a 99% interest, was contributed to a partnership
(the "237 Partnership") that acquired the other membership interests in 237
Park LLC from the REIT and one of its affiliates. In exchange for its
interest in 237 Park LLC, the Upper Tier Partnership received a limited
partnership interest in the 237 Partnership having a fair market value
(determined in accordance with the partnership agreement of the 237
Partnership) of approximately $500,000. The general partner of the 237
Partnership had the right, during the month of January of each calendar
year commencing with 2002, to purchase the interest in the 237 Partnership
for a price equal to the greater of the fair market value of such interest
(determined as described above) and a specified amount, of which JMB/NYC's
share would be $650,000. In January 2002, the general partner of the 237
Partnership exercised its right to acquire JMB/NYC's indirect interest in
the 237 Partnership and JMB/NYC received $650,000 in sale proceeds. Such
amount was paid to the limited partners of JMB/NYC as holders of a tranche
of the Purchase Note as discussed below. The Partnership received its
share of sale proceeds, approximately $159,000, in March 2002. The
Partnership recognized approximately $824,000 and $47,698,000 of gain for
financial reporting and Federal income tax purposes, respectively, for the
year ended December 31, 2002 as a result of the sale of the Partnership's
indirect interest in the 237 Partnership.
Due to the January 2002 sale of the Partnership's indirect interest in
the 237 Partnership, which was the Partnership's last investment property,
the distributions received in excess of recorded investment of $661,228
were reduced to zero and included as part of the gain on sale in 2002. The
distributions received in excess of recorded investment were created by the
1999 retirement of the Partnership's obligations to fund, on demand,
$200,000 and $200,000 to Carlyle Investors, Inc. and Carlyle Managers,
Inc., respectively, of additional paid-in capital. Such obligations when
retired included accrued but unpaid interest.
A portion of the purchase price for JMB/NYC's indirect interests in
the 1290 Avenue of the Americas and 237 Park Avenue office buildings was
represented by a certain promissory note (the "Purchase Note") bearing
interest at 12-3/4% per annum. The Purchase Note was secured by JMB/NYC's
indirect interests in the 237 Partnership (prior to its sale in January
2002) and the 1290 Partnership (prior to its sale in March 2001) owned
through the Upper Tier Partnership and was non-recourse to JMB/NYC. The
Purchase Note required payment of principal and interest out of
distributions made to JMB/NYC from the 1290 Partnership and the 237
Partnership and proceeds from sales of JMB/NYC's indirect interests in
those partnerships. Unpaid interest on the Purchase Note accrued and was
deferred, compounded monthly. Unpaid principal and interest were due at
maturity on January 2, 2001. As expected, JMB/NYC did not have funds to
pay the Purchase Note at its maturity. The limited partners of JMB/NYC, as
creditors, and the holder of the Purchase Note agreed to certain steps if
the Purchase Note were not repaid within one year of its maturity as
discussed below. For financial reporting purposes, the outstanding
principal and accrued and deferred interest on the Purchase Note at the
date of debt extinguishment and final liquidation and termination of
JMB/NYC, September 30, 2002, was approximately $186,347,000, including
interest at the default rate (as defined) of 12-3/4% per annum.
In December 1999, the Affiliated Partners advanced a total of
approximately $425,000 (of which the Partnership advanced approximately
$105,000) to the limited partners of JMB/NYC, which was used to acquire a
$5,425,000 tranche of the Purchase Note and the related security agreement
for the collateralization of such tranche. As a result of this purchase,
such limited partners, as creditors of JMB/NYC, were entitled to receive up
to $5,425,000 in proceeds otherwise payable to JMB/NYC in respect of its
indirect interests in the 1290 Partnership or the 237 Partnership, which
were owned through the Upper Tier Partnership. Such amounts received by
the limited partners generally were distributable to the Affiliated
Partners in proportion to their respective advances made to purchase the
tranche (i.e., 25% to the Partnership and 75% in the aggregate to the other
Affiliated Partners). In connection with their purchase of the $5,425,000
tranche of the Purchase Note, the limited partners of JMB/NYC agreed with
the holder of the Purchase Note that in the event JMB/NYC had not repaid
all amounts due and owing under the Purchase Note within one year after its
maturity on January 2, 2001, the holder would take the appropriate steps
necessary to foreclose upon and obtain JMB/NYC's interest in the Upper Tier
Partnership in lieu of seeking any other damages. After the sales of
JMB/NYC's indirect interests in the 1290 Partnership and the 237
Partnership, which were the primary assets of the Upper Tier Partnership,
and the application of JMB/NYC's share of the proceeds from such sales to
amounts due under the Purchase Note, there were no significant assets, if
any, securing repayment of the balance due under the Purchase Note, which
was considered uncollectible. Accordingly, the holder did not seek to
foreclose on JMB/NYC's interest in the Upper Tier Partnership. JMB/NYC
recognized gain on debt extinguishment for financial reporting purposes
during 2002 equal to the remaining unpaid principal and accrued interest on
the Purchase Note of approximately $186,347,000. JMB/NYC had discontinued
accruing interest expense relating to the Purchase Note for Federal income
tax purposes primarily during 1989 and 1990 and, as a result, recognized
gain on debt extinguishment for Federal income tax purposes of
approximately $62,216,000 during 2002. For Federal income tax purposes the
Partnership's share of such gain was approximately $14,412,000. During
1996, the Partnership discontinued the equity method of accounting for
JMB/NYC for financial reporting purposes. The Partnership did not
recognize any portion of JMB/NYC's share of the gain related to the
Purchase Note for financial reporting purposes as no proceeds were received
by the Partnership. The Partnership received $103,761 in May of 2002 as a
return of its December 1999 advance to the limited partners of JMB/NYC.
In connection with the sale of JMB/NYC's interest in the 237
Partnership in January 2002, Holders of Interests recognized in 2002
approximately $59,233,000 of net gain for Federal income tax purposes,
including their share of gain recognized on the extinguishment of the
indebtedness under the Purchase Note. For certain Holders of Interests
such taxable income may have been offset by their suspended passive
activity losses (if any). Each Holder's tax consequences depend on his own
tax situation.
1001 FOURTH AVENUE PLAZA
On or about October 13, 2000, the Corporate General Partner of the
Partnership received a demand letter and notice of planned environmental
remedial activities from counsel for National Office Partners Limited
Partnership (hereinafter, "NOP"). In the notice, NOP advised the
Partnership that NOP had discovered contamination on a site adjacent to the
office building formerly known as the 1001 Fourth Avenue Plaza office
building (the "1001 Property"). In its notice, NOP advised that it had
discovered soil and possible groundwater contamination on its property that
it believed had emanated from underground fuel storage tanks allegedly
operated on behalf of the Partnership. NOP advised that its site was
contaminated with petroleum hydrocarbons and that contaminated soil would
need to be excavated and disposed of off-site. NOP also stated that
impacted groundwater, if any, would be addressed as necessary. NOP advised
that it would seek to recover from the responsible party or parties, among
other things, the costs of investigation and remediation, attorneys' fees,
and other costs in connection with this matter.
On November 30, 2001, NOP sent the Partnership, and five other
allegedly responsible parties, a further demand letter purporting to
quantify the amount of remedial action costs incurred by NOP through the
date of the letter. In the letter, NOP stated that it had incurred
$2,050,561 in recoverable remedial action costs that allegedly covered,
among other things, costs of investigation, removal costs for 88,570 tons
of soil, consulting fees and attorneys' fees incurred to the date of the
letter. In the 2001 demand letter, NOP stated that it would also seek all
additional future costs as they were incurred. The Partnership engaged
counsel and developed information sufficient to respond to the issues
raised by NOP's demands.
In July 2002, NOP, the Partnership and other allegedly responsible
parties reached a proposed settlement of this matter. However, the
settlement negotiations broke down over the nature and scope of various
parties' commitments at that time. For the quarter ended June 30, 2002,
the Partnership recorded as a liability its share of the proposed
settlement payment to NOP.
In February 2003, a settlement of this matter was reached involving
NOP, the Partnership and other allegedly responsible parties. The
settlement provided, among other things: that the Partnership contribute
$350,000 (which was paid in February 2003) of the total $1,460,000 paid by
the allegedly responsible parties in settlement of the matter; a release
among the parties for any liability for the contamination on the NOP site
allegedly originating at any time from the underground storage tank system
on the 1001 Property site, subject to NOP's rights to pursue Seafo, Inc.
("Seafo"), one of the allegedly responsible parties and the current owner
of the 1001 Property, under certain circumstances for recontamination;
NOP's indemnification of the Partnership against any and all claims by any
person incurred in connection with hazardous substances that may migrate to
the NOP site from the underground storage tank system on the 1001 Property
after the effective date of the settlement agreement; the commitment by
Seafo to use its best effort at its sole expense to expeditiously complete
all necessary investigation, remedial action and closure reporting to
obtain a no further action letter from the Washington State Department of
Ecology concerning the alleged releases associated with the underground
storage tank system on the 1001 Property; Seafo's release of all of the
parties to the settlement agreement for all liability and responsibility
relating to any hazardous substances allegedly originating at any time from
the underground storage tank system; and a Seafo covenant that it shall not
allege that any of the other parties has any obligation or duty under the
common law or any statute or contract to take any action or pay any sum of
money relating to hazardous substances originating from the underground
storage tank system.
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,
2003 and for the three months ended March 31, 2003 and 2002.
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
At March 31, 2003, the Partnership had cash and cash equivalents of
approximately $2,013,000. These funds are available for working capital
requirements and reserves, payment of liabilities, the cost of potential
expanded insurance coverage for unforeseen future liability, and potential
future distributions to the General Partners and Holders of Interests.
On or about October 13, 2000, the Corporate General Partner of the
Partnership received a demand letter and notice of planned environmental
remedial activities from counsel for National Office Partners Limited
Partnership (hereinafter, "NOP"). In the notice, NOP advised the
Partnership that NOP had discovered contamination on a site adjacent to the
office building formerly known as the 1001 Fourth Avenue Plaza office
building (the "1001 Property"). In its notice, NOP advised that it had
discovered soil and possible groundwater contamination on its property that
it believed had emanated from underground fuel storage tanks allegedly
operated on behalf of the Partnership. NOP advised that its site was
contaminated with petroleum hydrocarbons and that contaminated soil would
need to be excavated and disposed of off-site. NOP also stated that
impacted groundwater, if any, would be addressed as necessary. NOP advised
that it would seek to recover from the responsible party or parties, among
other things, the costs of investigation and remediation, attorneys' fees,
and other costs in connection with this matter.
On November 30, 2001, NOP sent the Partnership, and five other
allegedly responsible parties, a further demand letter purporting to
quantify the amount of remedial action costs incurred by NOP through the
date of the letter. In the letter, NOP stated that it had incurred
$2,050,561 in recoverable remedial action costs that allegedly covered,
among other things, costs of investigation, removal costs for 88,570 tons
of soil, consulting fees and attorneys' fees incurred to the date of the
letter. In the 2001 demand letter, NOP stated that it would also seek all
additional future costs as they are incurred. The Partnership engaged
counsel and developed information sufficient to respond to the issues
raised by NOP's demands.
In July 2002, NOP, the Partnership and other allegedly responsible
parties reached a proposed settlement of this matter. However, the
settlement negotiations broke down over the nature and scope of various
parties' commitments at that time. For the quarter ended June 30, 2002,
the Partnership recorded as a liability its share of the proposed
settlement payment to NOP.
In February 2003, a settlement of this matter was reached involving
NOP, the Partnership and other allegedly responsible parties. The
settlement provided, among other things: that the Partnership contribute
$350,000 (which was paid in February 2003) of the total $1,460,000 paid by
the allegedly responsible parties in settlement of the matter; a release
among the parties for any liability for the contamination on the NOP site
allegedly originating at any time from the underground storage tank system
on the 1001 Property site, subject to NOP's rights to pursue Seafo, Inc.
("Seafo"), one of the allegedly responsible parties and the current owner
of the 1001 Property, under certain circumstances for recontamination;
NOP's indemnification of the Partnership against any and all claims by any
person incurred in connection with hazardous substances that may migrate to
the NOP site from the underground storage tank system on the 1001 Property
after the effective date of the settlement agreement; the commitment by
Seafo to use its best effort at its sole expense to expeditiously complete
all necessary investigation, remedial action and closure reporting to
obtain a no further action letter from the Washington State Department of
Ecology concerning the alleged releases associated with the underground
storage tank system on the 1001 Property; Seafo's release of all of the
parties to the settlement agreement for all liability and responsibility
relating to any hazardous substances allegedly originating at any time from
the underground storage tank system; and a Seafo covenant that it shall not
allege that any of the other parties has any obligation or duty under the
common law or any statute or contract to take any action or pay any sum of
money relating to hazardous substances originating from the underground
storage tank system.
As a result of the February 2003 settlement of the environmental
matter regarding the 1001 Property, the Partnership currently anticipates
that its liquidation and termination will occur during 2003, barring
unforeseen circumstances. The Partnership is currently pursuing the
availability of expanded insurance coverage for unforeseen future
liability. Although it is currently expected that there will be a minimal
final distribution in the future, the Holders of Interests are only
expected to receive, in total over the entire term of the Partnership, less
than one-sixth of their original investment in the Partnership from all
cash sources.
RESULTS OF OPERATIONS
The decreases in cash and cash equivalents and accounts payable and
accrued expenses at March 31, 2003 as compared to December 31, 2002 is
primarily due to the February 2003 payment of the 2002 accruals of $350,000
for the settlement relating to the environmental issues concerning the 1001
Property discussed more fully above.
The decrease in interest income for the three months ended March 31,
2003 as compared to the same period in 2002 is primarily due to a lower
average cash balance in invested funds in the first quarter of 2003 as
compared to the first quarter of 2002 and also due to lower interest rates
on invested funds in 2003.
The decrease in professional services for the three months ended
March 31, 2003 as compared to the same period in 2002 is primarily due to
accounting expenses paid in December of 2002, which normally would have
been paid in the first quarter of 2003, to facilitate the possibility of
forming a liquidating trust at the end of 2002 as a possible successor to
the Partnership. The decrease is partially offset by an increase in legal
services incurred in the first quarter of 2003 as compared to the same
period in 2002 relating to the settlement of the environmental issues
concerning the 1001 Property, discussed more fully above.
The decrease in general and administrative expenses for the three
months ended March 31, 2003 as compared to the same period in 2002 is
primarily due to expenses paid in December of 2002 which normally would
have been paid in the first quarter of 2003 to facilitate the possibility
of forming a liquidating trust at the end of 2002 as a possible successor
to the Partnership.
The Partnership's share of gain on sale of indirect partnership
interest for the three months ended March 31, 2002 is primarily the
aggregate of the Partnership's share (approximately $159,000) of JMB/NYC's
gain from the sale of its indirect partnership interest in the 237
Partnership in January 2002 and the reduction of the distributions received
in excess of recorded investment (approximately $661,000). The Partnership
received its share of the proceeds from such sale, approximately $159,000,
in March 2002.
ITEM 4. CONTROLS AND PROCEDURES
Pursuant to Section 302 of the Sarbanes-Oxley Act and Rule 13a-14 of
the Securities Exchange Act of 1934 (the "Exchange Act") promulgated
thereunder, the principal executive officer and the principal financial
officer of the Partnership have evaluated the effectiveness of the
Partnership's disclosure controls and procedures as of a date within 90
days prior to the date of the filing of this report (the "Evaluation Date")
with the Securities and Exchange Commission ("SEC"). Based on such
evaluation, the principal executive officer and the principal financial
officer have concluded that the Partnership's disclosure controls and
procedures were effective as of the Evaluation Date to ensure that
information required to be disclosed in this report was recorded,
processed, summarized and reported within the time period specified in the
applicable SEC rules and form for this report. Furthermore, there have
been no significant changes in the internal controls or in other factors
that could significantly affect internal controls subsequent to the date of
their most recent evaluation, including any corrective actions with regard
to significant deficiencies and material weaknesses.
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
3-A. Amended and Restated Agreement of Limited Partnership set
forth as Exhibit A to the Prospectus is hereby
incorporated herein by reference to the Partnership's
Report for June 30, 2002 on Form 10-Q (File No. 0-12791)
dated August 12, 2002.
3-B. Acknowledgement of rights and duties of the General
Partners of the Partnership between ABPP Associates, L.P.
(a successor Associate General Partner of the Partnership)
and JMB Realty Corporation as of December 31, 1995 is
hereby incorporated herein by reference to the
Partnership's Report for September 30, 1996 on Form 10-Q
(File No. 0-12791) dated November 8, 1996.
10.1 Settlement and Release Agreement, effective February 20,
2003, relating to 1001 Fourth Avenue Plaza is filed
herewith.
99. Certification Pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002 is filed herewith.
(b) No reports on Form 8-K were filed during the last quarter of
the period covered by this report.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIII
BY: JMB Realty Corporation
(Corporate General Partner)
By: GAILEN J. HULL
Gailen J. Hull, Senior Vice President
Date: May 14, 2003
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed on behalf of Carlyle Real Estate Limited
Partnership - XIII by the following person in the capacities and on the
date indicated.
By: GAILEN J. HULL
Gailen J. Hull, Chief Financial Officer and
Principal Accounting Officer
Date: May 14, 2003
CERTIFICATIONS
--------------
I, H. Rigel Barber, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Carlyle Real
Estate Limited Partnership - XIII;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the "Evaluation
Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and
the audit committee of registrant's board of directors (or persons
performing the equivalent function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officer and I have indicated in
this quarterly report whether or not there were significant changes
in internal controls or in other factors that could significantly
affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date:May 14, 2003
/s/ H. Rigel Barber
----------------------------
Principal Executive Officer
I, Gailen J. Hull, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Carlyle Real
Estate Limited Partnership - XIII;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the "Evaluation
Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and
the audit committee of registrant's board of directors (or persons
performing the equivalent function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officer and I have indicated in
this quarterly report whether or not there were significant changes
in internal controls or in other factors that could significantly
affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date:May 14, 2003
/s/ Gailen J. Hull
----------------------------
Principal Accounting Officer