SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K405\A
AMENDMENT NO. 1
Filed pursuant to Section 12, 13, or 15(d) of the
Securities Exchange Act of 1934
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XVI
(Exact name of registrant as specified in its charter)
The undersigned registrant hereby amends the following sections of its
Report for December 31, 1996 on Form 10-K405 as set forth in the pages
attached hereto:
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES,
AND REPORTS ON FORM 8-K
Pages 71 through 73
EXHIBIT INDEX AND EXHIBITS THERETO
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
CARLYLE REAL ESTATE LIMITED PARTNERSHIP-XVI
BY: JMB Realty Corporation
(Corporate General Partner)
By: GAILEN J. HULL
Gailen J. Hull
Senior Vice President
Dated: April 8, 1997
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
There were no significant transactions or business relationships with
the Corporate General Partner, affiliates or their management other than
those described in Items 10 and 11 above.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this report:
(1) Financial Statements (See Index to Financial Statements
filed with this annual report).
(2) Exhibits.
3. Amended and Restated Agreement of Limited
Partnership, which is incorporated by reference to Exhibit 3 to the
Partnership's Report on Form 10-K for December 31, 1992 (File No. 0-16516)
dated March 19, 1993.
4-A. Assignment Agreement set forth as Exhibit B to
the Prospectus, a copy of which is incorporated by reference to Exhibit 4-A
to the Partnership's Report on Form 10-K for December 31, 1992 (File No. 0-
16516) dated March 19, 1993.
4-B. Documents relating to the loan modification of
the mortgage loan secured by the 260 Franklin Street Building is hereby
incorporated by reference to Exhibit 4-B to the Partnership's Form 10-K for
December 31, 1992 (File No. 0-16516) dated March 27, 1992.
4-C. Documents relating to the third mortgage
modification and extension agreement secured by the 260 Franklin Street
Building dated December 4, 1996 are filed herewith.
4-D. First Amendment to Loan Documents relating to the
mortgage loan secured by Dunwoody Crossing Apartments (Phases I and III) is
hereby incorporated by reference to the Partnership's Form 10-Q for
September 30, 1994 (File No. 0-16516) dated November 10, 1994.
4-E. Documents relating to the modification of the
mortgage loan secured by Dunwoody Crossing Apartments (Phases I and III)
are hereby incorporated by reference to the Partnership's Form 10-K for
December 31, 1994 (File No. 0-16516) dated March 27, 1995.
4-F. Forbearance agreement relating to the
modification of the mortgage loan secured by NewPark Mall dated October,
1995 is hereby incorporated by reference to the Partnership's Report on
Form 10-Q for September 30, 1995 (File No. 0-16516) dated November 9, 1995.
4-G. Documents relating to the Promissory Note secured
by NewPark Mall dated December 19, 1995 are hereby incorporated by
reference to the Partnership's Report on Form 10-K for December 31, 1995
(File No. 0-16516) dated March 25, 1996.
71
10-A. Escrow Deposit Agreement is hereby incorporated
by reference to Exhibit 10.1 to the Partnership's Amendment No. 1 to Form
S-11 (File No. 33-3567) Registration Statement dated May 14, 1986.
10-B. Acquisition documents relating to the purchase of
an interest in the 260 Franklin Street Building, Boston, Massachusetts, are
hereby incorporated herein by reference to Exhibit 10.4 to the
Partnership's Amendment No. 2 to Form S-11 (File No. 33-3567) dated July
25, 1986.
10-C. Additional acquisition documents relating to the
purchase of an interest in the 260 Franklin Street Building, Boston,
Massachusetts, are hereby incorporated herein by reference to Exhibit
10.4.1 to the Partnership's Post-Effective Amendment No. 1 to Form S-11
(File No. 33-3567) dated September 30, 1986.
10-D. Acquisition documents relating to the purchase by
the Partnership of an interest in NewPark Mall in Newark (Alameda County),
California, are hereby incorporated herein by reference to Exhibit 10.6 to
the Partnership's Post-Effective Amendment No. 2 to Form S-11 (File No. 33-
3567) dated December 30, 1986.
10-E. Acquisition documents relating to the acquisition
by the Partnership of an interest in the Palm Desert Town Center in Palm
Desert, California, dated December 23, 1988 are hereby incorporated by
reference to Exhibit 1 to the Partnership's Report on Form 8-K (File No. 0-
16516) dated January 6, 1989.
10-F. Documents relating to the assignment of JMB/125's
interest in 125 Broad Street Company are hereby incorporated by reference
to the Partnership's Report on Form 10-K for December 31, 1994 (File No. 0-
16516) dated March 27, 1995.
10-G. Modification to Reserve Escrow Agreement relating
to the 260 Franklin Street Building is hereby incorporated by reference to
the Partnership's Report on Form 10-Q for March 31, 1995 (File No. 0-16516)
dated May 11, 1995.
10-H. Modification to Reserve Escrow Agreement relating
to the 260 Franklin Street Building dated December 4, 1996 are filed
herewith.
10-I. Sale documents relating to the contract for sale
between VNE Partners, L.P. and Post Apartment Homes, L.P. dated May 7, 1996
regarding the sale of the Partnership's interest in the Dunwoody Crossing
Apartments are hereby incorporated by reference to the Partnership's Report
on Form 10-Q for June 30, 1996 (File No. 0-16516) dated August 9, 1996.
21. List of Subsidiaries
24. Powers of Attorney
27. Financial Data Schedule
72
Although certain additional long-term debt instruments of the
Registrant have been excluded from Item 4 above, pursuant to Rule
601(b)(4)(iii), the Registrant commits to provide copies of such to the
Securities and Exchange Commission upon request.
(b) No reports on Form 8-K were required or filed since the
beginning of the last quarter of the period covered by this report.
No annual report or proxy material for the fiscal year 1996 has been
sent to the Partners of the Partnership. An annual report will be sent to
the Partners subsequent to this filing.
73
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XVI
EXHIBIT INDEX
-------------
DOCUMENT
EXHIBIT INCORPORATED SEQUENTIALLY
NO. EXHIBIT BY REFERENCE NUMBERED PAGE
- ------- ------- ------------ -------------
3. Amended and Restated Agree-
ment of Limited Partnership
of the Partnership Yes
4-A. Assignment Agreement Yes
4-B. Documents relating to the
loan modification of the
mortgage loan secured by the
260 Franklin Street Office
Building Yes
4-C. Documents relating to the
third mortgage modification and
extension agreement secured
by the 260 Franklin Street
Building No
4-D. First Amendment to Loan
Documents relating to the
mortgage loan secured by
Dunwoody Crossing Apartments
(Phases I and III) Yes
4-E. Documents relating to the
modification of the mortgage
loan secured by Dunwoody
Crossing Apartments (Phases I
and III) Yes
4-F. Forbearance agreement relating to
the modification of the mortgage
loan secured by New Park Mall Yes
4-G. Documents relating to the Promissory
Note secured by New Park Mall Yes
10-A. Escrow Deposit Agreement Yes
10-B. Acquisition documents relating
to the purchase of an interest
in the 260 Franklin Street
Building, Boston, Massachusetts Yes
10-C. Additional acquisition documents
relating to the purchase of an
interest in the 260 Franklin
Street Building, Boston,
Massachusetts Yes
10-D. Acquisition documents
relating to the purchase by
the Partnership of an interest
in NewPark Mall in Newark
(Alameda County), California Yes
10-E. Acquisition documents
relating to the acquisition
by the Partnership of an
interest in the Palm Desert
Town Center in Palm Desert,
California, dated Decem-
ber 23, 1988 Yes
10-F. Documents relating to the
assignment of JMB/125's interest
in 125 Broad Street Company Yes
10-G. Modification to Reserve
Escrow Agreement relating to
the 260 Franklin Street
Building Yes
10-H. Modification to Reserve
Escrow Agreement dated
December 4, 1996, relating
to the 260 Franklin Street
Building No
10-I. Sale documents relating to the
contract for sale between VNE
Partners, L.P. and Post
Apartment Homes, L.P. regarding
the sale of the Partnership's
interest in the Dunwoody
Crossing Apartments Yes
21. List of Subsidiaries No
24. Powers of Attorney No
27. Financial Data Schedule No