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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13D
under the Securities Exchange Act of 1934
(Amendment No. 2)
______________________
Century Properties Fund XV
LIMITED PARTNERSHIP UNITS
(Title of Class
of Securities)
NONE
(CUSIP Number of Class
of Securities)
______________________
John K. Lines, Esq.
General Counsel and Secretary
Insignia Financial Group, Inc.
One Insignia Financial Plaza
Greenville, SC 29602
(803) 239-1000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 19, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box _____.
Check the following box if a fee is being paid with the statement
_____.
Page 2 of 22
(A fee is not required only if the reporting person: (1) has a
previous statement on file reporting beneficial ownership of more
than five percent of the class of securities described in Item 1;
and (2) has filed no amendment subsequent thereto reporting
beneficial ownership of five percent or less of such class).
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-l(a) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required on the remainder of this cover shall not
be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to
the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).
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1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Insignia Financial Group, Inc.
2. Check the Appropriate Box if a Member of a Group*
(a)
(b) X
3. SEC Use Only
4. Sources of Funds*
BK
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) of 2(f)
6. Citizenship or Place of Organization
Delaware
Number 7. Sole Voting Power - 0 -
of
Shares 8. Shared Voting Power 35,473.1700 Units of
Beneficially Limited Partnership
Owned by Each Interest ("Units") (See
Reporting Item 4)
Person With
9. Sole Dispositive Power - 0 -
10. Shared Dispositive Power 35,473.1700
Units
Page 4 of 22
11. Aggregate Amount Beneficially Owned by Each Reporting Person
35,473.1700 Units
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares*
______
13. Percent of Class Represented by Amount in Row (11)
39.4%
14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 5 of 22
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
IFGP Corporation
2. Check the Appropriate Box if a Member of a Group*
(a)
(b) X
3. SEC Use Only
4. Sources of Funds*
BK
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) of 2(f)
6. Citizenship or Place of Organization
Delaware
Number 7. Sole Voting Power - 0 -
of
Shares 8. Shared Voting Power - 0 -
Beneficially
Owned by Each
Reporting
Person With
9. Sole Dispositive Power - 0 -
10. Shared Dispositive Power - 0 -
Page 6 of 22
11. Aggregate Amount Beneficially Owned by Each Reporting Person
35,473.1700 Units
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares*
______
13. Percent of Class Represented by Amount in Row (11)
39.4%
14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 7 of 22
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Insignia NPI, L.L.C.
2. Check the Appropriate Box if a Member of a Group*
(a)
(b) X
3. SEC Use Only
4. Sources of Funds*
BK
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) of 2(f)
6. Citizenship or Place of Organization
Delaware
Number 7. Sole Voting Power - 0 -
of
Shares 8. Shared Voting Power 35,473.1700 Units
Beneficially
Owned by Each
Reporting
Person With
9. Sole Dispositive Power - 0 -
10. Shared Dispositive Power 35,473.1700
Units
Page 8 of 22
11. Aggregate Amount Beneficially Owned by Each Reporting Person
35,473.1700 Units
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares*
______
13. Percent of Class Represented by Amount in Row (11)
39.4%
14 Type of Reporting Person*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 9 of 22
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Riverside Drive L.L.C.
2. Check the Appropriate Box if a Member of a Group*
(a)
(b) X
3. SEC Use Only
4. Sources of Funds*
BK
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) of 2(f)
6. Citizenship or Place of Organization
Delaware
Number 7. Sole Voting Power - 0 -
of
Shares 8. Shared Voting Power 35,473.1700 Units
Beneficially
Owned by Each
Reporting
Person With
9. Sole Dispositive Power - 0 -
10. Shared Dispositive Power 35,473.1700
Units
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
35,473.1700 Units
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares*
______
13. Percent of Class Represented by Amount in Row (11)
39.4%
14 Type of Reporting Person*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Andrew L. Farkas
2. Check the Appropriate Box if a Member of a Group*
(a)
(b) X
3. SEC Use Only
4. Sources of Funds*
BK
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) of 2(f)
6. Citizenship or Place of Organization
United States
Number 7. Sole Voting Power - 0 -
of
Shares 8. Shared Voting Power 35,473.1700 Units
Beneficially
Owned by Each
Reporting
Person With
9. Sole Dispositive Power - 0 -
10. Shared Dispositive Power 35,473.1700
Units
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
35,473.1700 Units
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares*
______
13. Percent of Class Represented by Amount in Row (11)
39.4%
14 Type of Reporting Person*
IN
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1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Insignia Commercial Group, Inc.
2. Check the Appropriate Box if a Member of a Group*
(a)
(b) X
3. SEC Use Only
4. Sources of Funds*
BK
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) of 2(f)
6. Citizenship or Place of Organization
Delaware
Number 7. Sole Voting Power - 0 -
of
Shares 8. Shared Voting Power 35,473.1700 Units
Beneficially
Owned by Each
Reporting
Person With
9. Sole Dispositive Power - 0 -
10. Shared Dispositive Power 35,473.1700
Units
Page 14 of 22
11. Aggregate Amount Beneficially Owned by Each Reporting Person
35,473.1700 Units
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares*
______
13. Percent of Class Represented by Amount in Row (11)
39.4%
14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Insignia Properties Corporation
2. Check the Appropriate Box if a Member of a Group*
(a)
(b) X
3. SEC Use Only
4. Sources of Funds*
BK
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) of 2(f)
6. Citizenship or Place of Organization
Delaware
Number 7. Sole Voting Power - 0 -
of
Shares 8. Shared Voting Power 35,473.1700 Units
Beneficially
Owned by Each
Reporting
Person With
9. Sole Dispositive Power - 0 -
10. Shared Dispositive Power 35,473.1700
Units
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
35,473.1700 Units
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares*
______
13. Percent of Class Represented by Amount in Row (11)
39.4%
14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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The undersigned hereby amend the statement on Schedule 13D
filed on their behalf on January 30, 1996 with the Securities and
Exchange Commission in order to correct clerical errors on Item
5(c) and on the signature page.
Item 5. Interest in Securities of the Issuer
The information contained in Item 5(c) of Amendment Number 1
to Schedule 13D filed by the Reporting Person with the Securities
and Exchange Commission on January 30, 1996 is hereby deleted and
the following information is hereby added to the information
provided in response to Item 5:
(c) On January 19, 1996, Riverside Drive, L.L.C. purchased
35,473.1700 Units of the Issuer. Riverside Drive, L.L.C. paid
approximately $250.35 per unit for the Units.
Item 7. Material to be Filed as Exhibits
The following material is hereby added to the materials
provided in response to Item 7:
(g) Joint Filing Agreement, dated as of February 20, 1996.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and accurate.
Dated: February 20, 1996
INSIGNIA FINANCIAL GROUP, INC.
By: /s/ John K. Lines
Name: John K. Lines
Title: General Counsel and Secretary
IFGP CORPORATION
By: /s/ John K. Lines
Name: John K. Lines
Title: Vice President/Secretary
INSIGNIA NPI, L.L.C.
By: /s/ John K. Lines
Name: John K. Lines
Title: Vice President
RIVERSIDE DRIVE, L.L.C.
By: INSIGNIA NPI, L.L.C.
By: /s/ John K. Lines
Name: John K. Lines
Title: Vice President
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/s/ Andrew L. Farkas
Andrew L. Farkas
INSIGNIA COMMERCIAL GROUP, INC.
By: /s/ John K. Lines
Name: John K. Lines
Title: Vice President and Secretary
INSIGNIA PROPERTIES CORPORATION
By: /s/ John K. Lines
Name: John K. Lines
Title: Vice President and Secretary
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EXHIBIT INDEX
Exhibit Description Page
(g) Joint Filing Agreement 21
Page 21 of 22
EXHIBIT G
Agreement of Filing of Schedule 13D
Each of the undersigned hereby agrees that the
Amendment No. 2 to Schedule 13D dated February 20, 1996, to which
this Agreement is attached as Exhibit G, may be filed on behalf
of each such person.
This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.
Dated: February 20, 1996
INSIGNIA FINANCIAL GROUP, INC.
By: /s/ John K. Lines
Name: John K. Lines
Title: General Counsel and Secretary
IFGP CORPORATION
By: /s/ John K. Lines
Name: John K. Lines
Title: Vice President/Secretary
INSIGNIA NPI, L.L.C.
By: /s/ John K. Lines
Name: John K. Lines
Title: Vice President
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RIVERSIDE DRIVE, L.L.C.
By: INSIGNIA NPI, L.L.C.
By: /s/ John K. Lines
Name: John K. Lines
Title: Vice President
/s/ Andrew L. Farkas
Andrew L. Farkas
INSIGNIA COMMERCIAL GROUP, INC.
By: /s/ John K. Lines
Name: John K. Lines
Title: Vice President and Secretary
INSIGNIA PROPERTIES CORPORATION
By: /s/ John K. Lines
Name: John K. Lines
Title: Vice President and Secretary