Carlyle Real Estate Ltd Partnership XV – ‘8-K’ for 11/2/99

On:  Wednesday, 11/17/99   ·   For:  11/2/99   ·   Accession #:  892626-99-596   ·   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     18K 
 2: EX-10.1     Material Contract                                     34    158K 
 3: EX-10.2     Material Contract                                      2      9K 
 4: EX-10.3     Material Contract                                      3     13K 
 5: EX-10.4     Material Contract                                      3     15K 

8-K   —   Current Report
Document Table of Contents

8-K
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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):   November 2, 1999          

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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900 THIRD AVENUE OFFICE BUILDING          

NEW YORK, NEW YORK          
--------------------------------          

ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS.  On November 2, 1999, 900        
Third Avenue Associates ("JMB/900"), a joint venture between Carlyle Real       
Estate Limited Partnership - XV (the "Partnership") and Carlyle Real Estate     
Limited Partnership - XIV ("Carlyle - XIV"), an affiliated partnership          
sponsored by the Corporate General Partner of the Partnership, through          
Progress Partners, sold the land, building and related improvements of the      
900 Third Avenue office building (the "Property"), located in New York, New     
York.  As a result of the acquisition of the interests of the former            
venture partners in Progress Partners earlier this year, JMB/900 owns,          
directly or indirectly, substantially all of the interests in Progress          
Partners.  The purchaser of the Property, Paramount Group, Inc., a Delaware     
corporation, 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 560,000 square foot office building, and as of       
the date of sale was approximately 98% occupied.                                

The sale price was approximately $163,000,000.  Upon closing,         
Progress Partners received cash of approximately $61,700,000 (net of            
closing costs but before prorations). The cash received is also net of the      
repayment of the mortgage loan secured by the Property of approximately         
$87,000,000, a prepayment penalty of approximately $5,800,000 and the final     
payment of approximately $2,500,000 to the former venture partners pursuant     
to a settlement agreement in which JMB/900 purchased all of the former          
venture partners' interests in Progress Partners.  Additionally, in             
connection with the sale of the Property, Progress Partners received the        
balance (approximately $16,100,000) in an escrow account that had been          
controlled by the mortgage lender for the payment of real estate taxes and      
re-leasing costs for the Property.  The Property was classified as held for     
sale as of July 1, 1998 and therefore has not been subject to continued         
depreciation from such date for financial reporting purposes. As a result       
of this sale, JMB/900 expects to recognize a gain of approximately              
$55,000,000 and $78,000,000 for financial reporting and Federal income tax      
purposes, respectively. The Partnership's share of such items is expected       
to be approximately $36,700,000 and $52,000,000, respectively.                  
Additionally, as a result of this transaction, JMB/900 expects to recognize     
extraordinary losses of approximately $5,900,000 (of which the                  
Partnership's share is approximately $4,000,000) for financial reporting        
purposes.  As is customary in such transactions, Progress Partners has          
agreed to certain representations, warranties and covenants with stipulated     
survival periods, which expire on September 15, 2000. Although it is not        
expected, Progress Partners may ultimately have some liability under such       
representations, warranties and covenants, which are limited to actual          
damages and shall in no event, exceed $2,000,000. As required by the sale       
agreement, Progress Partners has placed this amount into escrow.                

The terms of the JMB/900 venture agreement generally provide that     
sale proceeds will be allocated or distributed, as the case may be, 66.67%      
to the Partnership and 33.33% to Carlyle - XIV.                                 

The Partnership Agreement of the Partnership provides that subject to 
certain conditions, the General Partners shall receive as a distribution        
from the proceeds from the sale of a real property up to 3% of the selling      
price, and that the remaining proceeds (after expenses and retained working     
capital) be distributed 85% to the Limited Partners and 15% to the General      
Partners. However, prior to such distributions being made, the Limited          
Partners are entitled to receive 99% of net sale or refinancing proceeds        
and the General Partners shall receive 1% until the Limited Partners have       
received (i) cash distributions of sale or refinancing proceeds in an           
amount equal to the Limited Partners' aggregate initial capital investment      
in the Partnership and (ii) cumulative cash distributions from the              
Partnership's operations which, when combined with the sale or refinancing      
proceeds previously distributed, equal a 6% annual return on the Limited        
Partners' average adjusted capital investment for each year (their initial      

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capital investment reduced by sale or refinancing proceeds previously           
distributed) commencing with the third fiscal quarter of 1986. Since the        
Limited Partners have not yet received, and are not expected to receive,        
the amounts stipulated in items (i) and (ii) above, the General Partners        
are not expected to receive any share of the proceeds from this sale of         
this Property.                                                                  

ITEM 7.    FINANCIAL STATEMENTS AND EXHIBITS                                    

(a)   Financial Statements. Not applicable                            

(b)   Proforma financial information - Narrative                      

As a result of the sale of the Property, after November 2,
1999, there will be no further rental income, interest income, mortgage and     
other interest, property operating expenses, amortization of deferred           
expenses and venture partners' share of venture operations in the               
consolidated financial statements of the Partnership, which for the nine        
months ended September 30, 1999 were approximately $17,609,000, $502,000,       
$6,116,000, $7,409,000, $470,000 and ($2,105,000), respectively. Such           
operating results reflect the classification of the Property as held for        
sale as of July 1, 1998, and therefore the Property has not been subject to     
continued depreciation from such date. Additionally, as a result of such        
sale, there will be no further assets and liabilities related to the            
Property, which at September 30, 1999 consisted of cash of approximately        
$4,329,000, escrow deposits of approximately $14,255,000,  prepaid expenses     
of approximately $1,349,000 and other current assets of approximately           
$233,000, property held for sale or disposition of approximately                
$97,472,000, deferred expenses of approximately $2,037,000,  accounts           
payable of approximately $389,000, accrued interest payable of                  
approximately $677,000, note payable of approximately $2,500,000, long term     
debt (including current portion) of approximately $86,708,000, tenant           
security deposits of approximately $1,003,000 and venture partner's             
subordinated equity in venture of approximately $10,548,000.                    

(c)   Exhibits                                                        

    10.1  Agreement of Purchase and Sale between Progress Partners
and Paramount Group, Inc. dated July 27, 1999.                                  

10.2  Amendment to Agreement of Purchase and Sale between 
Progress Partners and Paramount Group, Inc. dated September 17, 1999.           

  10.3  Second Amendment to the Agreement of Purchase and Sale
between Progress Partners and Paramount Group, Inc. dated October 20, 1999.     

 10.4  Third Amendment to the Agreement of Purchase and Sale
between Progress Partners and Paramount Group, Inc. dated November 2, 1999.     

8-K
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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 and
    Principal Accounting Officer

Date:  November 17, 1999                                                        

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
		9/15/00		2
Filed on:		11/17/99		4
For Period End:		11/2/99		1		3
		10/20/99		3
		9/30/99		3					10-Q
		9/17/99		3
		7/27/99		3
		7/1/98		2		3
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