Carlyle Real Estate Ltd Partnership XV – ‘8-K’ for 1/2/98

As of:  Friday, 1/16/98   ·   For:  1/2/98   ·   Accession #:  892626-98-24   ·   File #:  0-16111

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Current Report   —   Form 8-K
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Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         4     15K 
 2: EX-10.1     Material Contract                                     26    118K 

8-K   —   Current Report
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SECURITIES AND EXCHANGE COMMISSION          

Washington, D.C. 20549          

FORM 8-K          

CURRENT REPORT          

Pursuant to Section 13 or 15(d) of the          
Securities Exchange Act of 1934         

Date of Report (Date of earliest event reported):  January 2, 1998          

CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XV          
------------------------------------------------------          
(Exact name of registrant as specified in its charter)          

Illinois                    0-16111                   36-3314827          
----------------            --------------           -----------------          
(State or other)            (Commission              (IRS Employer              
Jurisdiction of             File Number)             Identification No.)      
Organization                                                                  

900 N. Michigan Avenue, Chicago, Illinois  60611-1575         
-----------------------------------------------------         
(Address of principal executive office)         

Registrant's telephone number, including area code:  (312) 915-1987         
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260 FRANKLIN STREET BUILDING          

BOSTON, MASSACHUSETTS         
---------------------         

ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS.  On January 2, 1998, 260         
Franklin Street Associates (the "Venture"), a joint venture between Carlyle     
Real Estate Limited Partnership - XV (the "Partnership") and Carlyle Real       
Estate Limited Partnership - XVI ("Carlyle - XVI"), an affiliated               
partnership sponsored by the Corporate General Partner of the Partnership,      
disposed of, through a trust, the land, building and related improvements       
of the 260 Franklin Street Building (the "Property"), located in Boston,        
Massachusetts.  260 Franklin, Inc., (the "Purchaser"), a Florida                
corporation and an affiliate of the lender, is not affiliated with the          
Partnership or its General Partners and the sale price was determined by        
arm's-length negotiations.  The Property is an approximate 348,900 square       
foot office building and, as of the date of sale, was approximately 98%         
occupied.                                                                       

The mortgage loan in the original principal amount of approximately   
$75,000,000 plus accrued and deferred interest matured January 1, 1996. The     
Venture as of such date began submitting the net operating cash flow of the     
Property to the lender while seeking an extension or refinancing of the         
loan.  The Venture reached agreements with the lender for an extension of       
the mortgage loan through January 1, 1997 and again through January 1,          
1998.  The Venture was notified that no further extensions of the loan          
would be granted beyond January 1, 1998.  Accordingly, the Venture              
negotiated with the lender and the Purchaser to sell its ownership interest     
to the Purchaser.  Effective January 1, 1998 the Venture entered into a         
loan modification agreement with the lender in which the lender waived          
accrued unpaid interest owed for the period prior to January 1, 1998 which      
was approximately $17,200,000.                                                  

The Venture transferred title to the land, building and improvements, 
and all other assets and liabilities related to the Property in                 
consideration of a discharge of the mortgage loan and payment of $200 in        
cash.  The Property was classified as held for sale as of July 1, 1997 and      
therefore has not been subject to continued depreciation from such date for     
financial reporting purposes. The Venture expects to recognize in 1998 a        
gain on sale of approximately $24,000,000, primarily as a result of             
previous impairment losses recognized by the Venture in 1996 aggregating        
$17,400,000, and an extraordinary gain on forgiveness of indebtedness of        
approximately $17,200,000 for financial reporting purposes, all of which        
will be included in the consolidated financial statements of the                
Partnership.  In addition, the Venture expects to recognize a gain of           
approximately $25,200,000 for Federal income tax reporting purposes, of         
which the Partnership's share is approximately $17,600,000, with no             
distributable proceeds.  The Venture and the Partnership have no future         
liability for any representations, warranties and covenants as a result of      
the sale.                                                                       

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ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS.                                    

(a)   Financial Statements.  Not applicable.                          

(b)   Pro Forma Financial Information - Narrative.                    

  As a result of the sale of the Property by the Venture, beyond
the date of sale there will be no further rental and other income, mortgage     
and other interest, property operating expenses or amortization of deferred     
expenses, recorded for the Property in the consolidated financial               
statements of the Partnership.  For the year ended December 31, 1996, the       
Partnership's consolidated financial statements reflected rental and other      
income, mortgage and other interest, depreciation, property operating           
expenses, amortization of deferred expenses and provision for value             
impairment relating to the Property of approximately $10,370,000,               
$8,238,000, $2,548,000, $5,172,000, $224,000 and $17,400,000, respectively.     

Rental and other income, mortgage and other interest, depreciation,             
property operating expenses and amortization of deferred expenses were          
approximately, $7,813,000, $6,179,000, $1,188,000, $3,904,000, and $71,000,     
respectively, for the nine months ended September 30, 1997 in the               
consolidated financial statements of the Partnership.  Also as a result of      
the Venture's sale of the Property, there are no further assets and             
liabilities related to the Venture in the Partnership's consolidated            
financial statements, which at September 30, 1997 consisted of cash of          
approximately $515,000; escrow deposits and restricted securities of            
approximately $576,000; property held for sale or disposition of                
approximately $49,190,000; accrued rents receivable of approximately            
$1,128,000; deferred expenses of approximately $523,000; current                
liabilities (including mortgage debt) of approximately $91,634,000 and          
tenant security deposits of approximately $72,000.                              

(c)   Exhibits.                                                       

10.1  Agreement for purchase and sale by and between 260  
Franklin Street Associates Trust, a Massachusetts business trust, and 260       
Franklin, Inc., a Florida corporation, dated December 30, 1997.                 

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SIGNATURES          

Pursuant to the requirements of the Securities Exchange Act of 1934,  
the Registrant has duly caused this report to be signed on its behalf by        
the undersigned thereunto duly authorized.                                      

        CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XV

BY:   JMB Realty Corporation        
   (Corporate General Partner)

  GAILEN J. HULL
By:   GAILEN J. HULL    
         Senior Vice President
                Principal Accounting Officer

Date:  January 16, 1998                                                         

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on:		1/16/98		4
For Period End:		1/2/98		1		2
		1/1/98		2
		12/30/97		3
		9/30/97		3					10-Q
		7/1/97		2
		1/1/97		2
		12/31/96		3					10-K405,  10-K405/A
		1/1/96		2
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