Carlyle Real Estate Ltd Partnership XV – ‘8-K’ for 12/17/01

On:  Wednesday, 1/9/02   ·   For:  12/17/01   ·   Accession #:  892626-2-12   ·   File #:  0-16111

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         4     14K 
 2: EX-10.1     Material Contract                                      6     21K 
 3: EX-10.2     Material Contract                                      4     18K 

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):  December 17, 2001          

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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WELLS FARGO CENTER - SOUTH TOWER          

LOS ANGELES, CALIFORNIA         
--------------------------------          

ITEM 5.  OTHER EVENTS.  Carlyle Real Estate Limited Partnership-XV (the         
"Partnership") its affiliated partner, Carlyle Real Estate Limited              
Partnership-XIV, and an unaffiliated venture partner, have been members in      
a limited liability company which owns the Wells Fargo Center - South Tower     
located in Los Angeles, California.  The lender under the amended and           
restated promissory note (the "Note") secured by the Partnership's interest     
in the limited liability company assigned all of its rights and interests       
under the related loan agreement to ATC Realty Seventeen, Inc., a wholly-       
owned subsidiary of the lender, and on December 17, 2001, ATC foreclosed on     
the Partnership's interest in the limited liability company.                    

As modified, the Note which had an adjusted principal balance of                
approximately $40,835,000 and accrued interest of approximately $35,392,000     
at December 17, 2001, had a scheduled maturity date in September 2003.  The     
Note accrued interest at 17% per annum and required payments of cash flow       
distributable to the Partnership by the limited liability company from          
either property operations or sales proceeds as well as a portion of the        
property management fee paid to the unaffiliated member in the limited          
liability company.  The Note was nonrecourse and secured solely by the          
Partnership's interest in the limited liability company.                        

During April 2001, the Partnership had received notice of non-monetary          
defaults from the lender under the Note.  The Partnership acknowledged          
certain of the defaults described in the notice of default.  Pursuant to a      
foreclosure sale, on December 17, 2001 ATC Realty Seventeen, Inc. acquired      
the Partnership's interest in the limited liability company and assumed all     
of the Partnership's rights and obligations under the limited liability         
company's operating agreement dated September 30, 1996 and the                  
Partnership's obligation to repay the indebtedness and its other                
obligations under the Note and the related loan documents were discharged.      
The Partnership expects to recognize an extraordinary gain on forgiveness       
of indebtedness of approximately $76,226,000 for financial reporting            
purposes.  The Partnership expects to recognize a gain of approximately         
$56,000,000 from the transaction for Federal income tax purposes, with no       
distributable proceeds.                                                         

With the disposition of its interest in Wells Fargo Center - South Tower,       
the Partnership had sold all of its real estate assets and thereby              
dissolved in accordance with the terms of its Partnership Agreement.            
Pursuant to the Partnership Agreement, the General Partners returned to the     
Partnership $170,312 of previously received sales distributions.  The           
Partnership made a final liquidating cash distribution to its Holders of        
Interests in the aggregate amount of $7,701,284 or $17.41 per Interest.  In     
addition, the Partnership made a final cash distribution out of net cash        
receipts (as defined) to its General Partners and paid a management fee to      
its Corporate General Partner in the aggregate amount of $836,529.  The         
Partnership wound up its affairs effective December 31, 2001.                   

In connection with its winding up, the Partnership entered into an              
agreement (the "Winding Up Agreement") with JMB Realty Corporation, the         
Corporate General Partner, pursuant to which the Corporate General Partner      
generally assumed the obligation to pay or otherwise discharge expenses and     
liabilities of the Partnership not otherwise paid, discharged or provided       
for by the Partnership, including contingent liabilities of the Partnership     
that may arise after its winding up.  In consideration of such assumption,      
the Partnership paid the Corporate General Partner approximately $3,200 in      
cash and transferred to the Corporate General Partner the Partnership's         
contingent rights, if any, to indemnification or reimbursement, including       
coverage and benefits under contracts of insurance, and other rights to         
receive or collect amounts, if any, that may be payable to the Partnership.     

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ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.                                     

(a)   Financial Statements.  Not applicable.                          

(b)   Pro Forma Financial Information.  Not applicable.               

(c)   Exhibits                                                        

  10.1  Foreclosure Sale Certificate by and among Carlyle Real
      Estate Limited Partnership - XV, Carlyle Real Estate
          Limited Partnership - XIV, Maguire Partners-Bunker Hill,
          Ltd., Maguire Partners-South Tower, LLC, and Wells Fargo
Bank, N.A. dated December 17, 2001.           

   10.2  Acknowledgment, Consent and Waiver between Carlyle Real
           Estate Limited Partnership - XV and ATC Realty Seventeen,
Inc. and Wells Fargo Bank, N.A.               

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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)

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

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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:		1/9/02
		12/31/01		2					10-K405
For Period End:		12/17/01		1		3
		9/30/96		2					10-Q,  10-Q/A
									List all Filings