SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) April 12, 1995
Century Properties Fund XV
(Exact Name of Registrant as Specified in Its Charter)
California
(State or Other Jurisdiction of Incorporation)
0-9680 94-2625577
(Commission File Number) (I.R.S. Employer Identification No.)
5665 Northside Drive, N.W., Atlanta, Georgia 30328
(Address of Principal Executive Offices) (Zip Code)
(404) 916-9090
(Registrant's Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Item 2. Acquisition or Disposition of Assets
On April 12, 1995, Registrant's Joint Venture Partner, the Prowswood
Corporation, elected to exercise its option pursuant to the Joint Venture
Agreement to acquire Plumtree Apartments. Registrant held an 80% interest
in the joint venture. The purchase price for the property was $12,500,000
which resulted in a $7,000,000 gain. Net proceeds to Registrant after
payment of closing costs, existing debt and payment to Registrant's joint
venture partner of its pro rata interest in the proceeds were approximately
$6,100,000.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(b) Pro Forma Financial Information:
The following pro forma consolidated balance sheet as of December 31,
1994, and the pro forma consolidated statement of operations for the year
then ended give effect to the sale of Registrant's Plumtree Apartments
property interest. The adjustments related to the pro forma consolidated
balance sheet assume the transaction was consummated at December 31, 1994,
while the adjustments to the pro forma consolidated statement of operations
assume the transaction was consummated at the beginning of the period
presented. The sale occurred on April 12, 1995.
The pro forma adjustments required are to eliminate the assets,
liabilities and operating activity of Plumtree Apartments and to reflect
consideration received for the property.
These pro forma adjustments are not necessarily inclusive of the
results that actually would have occurred if the sale had been in effect as
of and for the periods presented or what may be achieved in the future.
Pro Forma Condensed Consolidated Balance Sheet
December 31, 1994
<TABLE>
<CAPTION> <C> <C> <C>
<S> Pro Forma
ASSETS Historical Adjustments Pro Forma
____________ _____________ _____________
Cash and cash equivalents $ 1,606,000 $ (278,000) $ 1,328,000
Receivables and other assets 1,378,000 7,565,000 8,943,000 (1)
Real Estate:
Real estate 74,737,000 (8,585,000) 66,152,000
Accumulated depreciation (29,112,000) 3,974,000 (25,138,000)
____________ _____________ _____________
Real estate, net 45,625,000 (4,611,000) 41,014,000
Deferred costs, net 682,000 (26,000) 656,000
____________ _____________ _____________
Total assets $49,291,000 $ 2,650,000 $51,941,000
============ ============= ============
LIABILITIES AND PARTNERS' EQUITY
Notes payable $34,229,000 $ (4,136,000) $30,093,000
Accrued expenses and other
liabilities 1,347,000 (162,000) 1,185,000
Payable to joint venture partner - 1,521,000 1,521,000
____________ _____________ ____________
Total liabilities 35,576,000 (2,777,000) 32,799,000
____________ _____________ ____________
Minority interest in joint
venture 722,000 (722,000) -
____________ _____________ ____________
Commitments and Contingencies
Partners' Equity (Deficit):
General partners (1,275,000) 124,000 (1,151,000)
Limited partners (89,980 units
outstanding at December 31,
1994 and 1993) 14,218,000 6,075,000 20,293,000
____________ _____________ ____________
Total partners' equity 12,943,000 6,199,000 19,142,000
____________ _____________ ____________
Total liabilities and
partners' equity $49,291,000 $ 2,650,000 $51,941,000
============ ============= ============
<FN>
(1)Includes $7,605,000 of receivable from the purchaser.
</TABLE>
Pro Forma Condensed Consolidated Statement of Operations
For the Year Ended December 31, 1994
<TABLE>
<CAPTION> <C> <C> <C>
Pro Forma
<S> Historical Adjustments Pro Forma
____________ _____________ ____________
Revenues:
Rental $12,517,000 $ 2,070,000 $10,447,000
Interest and other income 79,000 8,000 71,000
____________ _____________ ____________
Total revenues 12,596,000 2,078,000 10,518,000
____________ _____________ ____________
Expenses:
Operating 6,542,000 767,000 5,775,000
Interest 4,073,000 511,000 3,562,000
Depreciation 2,371,000 274,000 2,097,000
General and administrative 368,000 - 368,000
____________ _____________ ____________
Total expenses 13,354,000 1,552,000 11,802,000
____________ _____________ ____________
Loss before minority interest
in joint venture's operations (758,000) 526,000 (1,284,000)
Minority interest in joint
venture's operations (145,000) (145,000) -
____________ _____________ ____________
Net loss $ (903,000) $ 381,000 $(1,284,000)
============ ============= ============
Net loss per limited partnership
unit $ (10) $ 4 $ (14)
============ ============= ============
</TABLE>
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 hereunto duly authorized.
CENTURY PROPERTIES FUND XV
By: FOX CAPITAL MANAGEMENT
CORPORATION, its General Partner
Date: August 26, 1995 By: /s/ Michael L. Ashner
----------------------
Michael L. Ashner,
President
