Carlyle Real Estate Ltd Partnership XV – ‘8-K’ for 12/23/97

As of:  Thursday, 1/8/98   ·   For:  12/23/97   ·   Accession #:  892626-98-10   ·   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     17K 
 2: EX-10.1     Material Contract                                     49    131K 

8-K   —   Current Report
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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):  December 23, 1997  

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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       RIVEREDGE PLACE OFFICE BUILDING

      ATLANTA, GEORGIA
      ----------------

ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS.  On December 23, 1997,           
Carlyle Real Estate Limited Partnership - XV (the "Partnership") sold the       
land, building and related improvements of the RiverEdge Place Office           
Building (the "Property"), located in Atlanta, Georgia.  The buyer, CMD         
Realty Investment Fund III, L.P., an Illinois limited partnership, is not       
affiliated with the Partnership or its General Partners and the sale price      
was determined by arm's-length negotiations. The Property is a 12-story,        
235,762 square foot office building and a six-story, 815-space parking          
structure and, as of the date of sale, was approximately 97% occupied.          

In 1992, the Property was 100% leased to an affiliate of the major    
tenant, First American Bank (the "Bank"), under a long-term over-lease          
executed in connection with the purchase of the property.  The Bank and its     
affiliate approached the Partnership and indicated that they were               
experiencing financial difficulties as a result of their substantial            
percentage of problem loans and the adverse impact of their much publicized     
affiliation with the Bank of Credit and Commerce International (BCCI).  On      
June 23, 1992, the Partnership reached an agreement with the Bank and           
received $9,325,000 for the buy-out of the Bank's over-lease obligations.       
The $9,325,000 was concurrently remitted to the lender to reduce the            
mortgage note secured by the property.  The Partnership ceased making           
monthly debt service payments effective July 1, 1992 and continued to seek      
to restructure the mortgage note.  Prior to the sale the lender and the         
Partnership agreed to a non-binding term sheet which would allow the            
Partnership to participate in proceeds from a sale of the Property.  The        
term sheet stipulated that after payment of the remaining outstanding           
principle balance of approximately $18,166,000, the Partnership would           
receive $500,000 with any remaining sale proceeds allocated 60% to the          
lender and 40% to the Partnership.  Additionally, pursuant to the term          
sheet, the Partnership agreed to remit to the lender all cash flow from         
operations of the Property commencing July 1, 1992 through the date of          
sale, which aggregated approximately $6,350,000.                                

The sale price of the land, building and improvements was $26,600,000.
Approximately $3,200,000 of cash proceeds was received by the Partnership       
from the sale, net of closing costs and the payment of $23,026,518 of the       
outstanding mortgage principle and accrued interest on the loan secured by      
the Property.  The remaining approximately $2,600,000 of accrued interest       
was forgiven by the lender in conjunction with the sale.  The Property was      
classified as held for sale as of December 31, 1996 and therefore has not       
been subject to continued depreciation from such date for financial             
reporting purposes.  The Partnership expects to recognize in 1997 a gain on     
sale of approximately $9,000,000 and an extraordinary gain on forgiveness       
of indebtedness of approximately $2,600,000 for financial reporting             
purposes, and a gain of approximately $12,000,000 for Federal income tax        
reporting purposes.  In addition, in connection with the sale of this           
Property and as is customary in such transactions, the Partnership agreed       
to certain representations, warranties and covenants with a stipulated          
survival period which expires June 23, 1998.  Although it is not expected,      
the Partnership may ultimately have some liability under such                   
representations, warranties and covenants, which are limited to actual          
damages and shall in no event exceed $500,000 in the aggregate.                 

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The Partnership Agreement provides that net sale or refinancing       
proceeds are to be allocated 99% to the Holders of Interest and 1% to the       
General Partners until receipt by the Holders of Interest of their initial      
contributed capital plus a return thereon.  Thereafter, distributions of        
net sale or refinancing proceeds are to be allocated to the General             
Partners until the General Partners have received an amount equal to 3% of      
the gross sales prices of any properties sold, then the balance 85% to the      
Holders of Interest and 15% to the General Partners.  If upon the               
completion of the liquidation of the Partnership and the distribution of        
all Partnership funds, the Holders of Interests have not received cash          
distributions from net sale and refinancing proceeds equal to their initial     
contributed capital plus any deficiency in a specified return thereon the       
General Partners will be required to return all or a portion of the 1%          
distribution of net sale or refinancing proceeds described above.  As of        
December 31, 1997 the General Partners have received net sale or                
refinancing proceeds of approximately $170,312.  The Holders of Interests       
have not received and are not expected to receive cash distributions to         
satisfy the preference requirements described above.  Therefore, the            
General Partners are waiving any right to receive distributions from this       
sale.                                                                           

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 Partnership,
beyond the date of sale there will be no further rental and other income,       
mortgage and other interest, property operating expenses and amortization       
of deferred expenses recorded for the Property in the consolidated              
financial statements of the Partnership, which for the Partnership's fiscal     
year ended December 31, 1996 were approximately, $3,388,000, $2,521,000,        
$1,584,000, and $78,000, respectively.  Rental and other income, mortgage       
and other interest, property operating expenses and amortization of             
deferred expenses were approximately, $2,780,000, $1,890,000, $1,348,000,       
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 sale of the Property, there are no further assets and liabilities        
related to the Property in the Partnership's consolidated financial             
statements, which at September 30, 1997 consisted of land, buildings and        
improvements held for sale or disposition of approximately $16,670,000;         
accrued rents receivable of approximately $221,000; deferred expenses of        
approximately $356,000; current liabilities (including mortgage debt) of        
approximately $25,463,000 and tenant security deposits of approximately         
$55,000.                                                                        

(c)  Exhibits.                                                        

10.1   Purchase agreement between Carlyle Real Estate Limited     
Partnership - XV, an Illinois limited partnership, and CMD Realty               
Investment Fund III, L.P., an Illinois limited partnership, dated December      
18, 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 7, 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
		6/23/98		2
Filed on:		1/8/98
		1/7/98		4
		12/31/97		3					10-K405,  10-K405/A
For Period End:		12/23/97		1		2
		12/18/97		3
		9/30/97		3					10-Q
		12/31/96		2		3			10-K405,  10-K405/A
		7/1/92		2
		6/23/92		2
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