September 9, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: Carlyle Real Estate Limited Partnership - XV
Commission File No. 0-16111
Form 8-K
Gentlemen:
Transmitted, for the above-captioned registrant, is the electronically filed
executed copy of registrant's current report on Form 8-K dated May 5, 1994.
Thank you.
Very truly yours,
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XV
By: JMB Realty Corporation
Corporate General Partner
By: C. SCOTT NELSON
-------------------------------
C. Scott Nelson, Vice President
Director of Partnership
Financial Reporting
CSN:sf
Enclosures
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): May 5, 1994
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
___________________________________________________________________
PARK AT COUNTRYSIDE APARTMENTS
DAYTONA BEACH, FLORIDA
______________________________________
ITEM 5. OTHER EVENTS. Carlyle Real Estate Limited Partnership - XV (the
"Partnership") through Daytona Park Associates, Ltd. (the "Venture"), a Florida
limited partnership, was the owner of the Park at Countryside Apartments (the
"Property") located in Daytona Beach, Florida. Effective May 5, 1994, due to
the Venture's default in the payment of debt service, the mortgage lender (The
Travelers Insurance Company) concluded proceedings to realize upon its mortgage
security represented by the land, building and related improvements of the
Property. The property consists of a 120-unit apartment complex and was
approximately 98% occupied at the time of the transfer of title.
The Venture has recognized a gain of approximately $2,000,000 for financial
reporting purposes in 1994 and expects to recognize a gain of approximately
$1,200,000 for Federal income tax purposes (of which the Partnership's share is
approximately $1,300,000 and $800,000, respectively). The terms of the Venture
agreement provide that the gain on disposition of the Property be allocated to
the partners with negative capital balances immediately prior to disposition,
with such gain being allocated in the ratio of such negative balances.
Furthermore, pursuant to the terms of the Carlyle Real Estate Limited
Partnership - XV Partnership Agreement, the gain on disposition in 1994 will be
allocated 1% to the General Partners and 99% to the Limited Partners.
There will be no distributable proceeds as a result of this transaction.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements. Not applicable.
(b) Proforma financial information. Not applicable.
(c) Exhibits.
1. Agreed Final Judgement of Foreclosure.
2. Release - The Travelers Insurance Company.
3. Release - Daytona Park Associates, Ltd.<PAGE>
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: C. SCOTT NELSON
_______________________________
C. Scott Nelson, Vice President
Director of Partnership
Financial Reporting
Dated: September 9, 1994
IN THE CIRCUIT COURT OF THE
SEVENTH JUDICIAL CIRCUIT IN AND
FOR VOLUSIA COUNTY, FLORIDA
CIVIL DIVISION
CASE NO. 93-32654 CICI
THE TRAVELERS INSURANCE )
COMPANY, a Connecticut )
corporation, )
)
Plaintiff, )
)
v. )
)
DAYTONA PARK ASSOCIATES, LTD., )
a Florida limited partnership, )
by and through its general )
partner, CARLYLE REAL ESTATE )
LIMITED PARTNERSHIP-XV, an )
Illinois limited partnership, )
by and through its general )
partner, JMB REALTY )
CORPORATION, a Delaware )
corporation, )
)
Defendant. )
_________________________________________ )
THIS CAUSE came before the Court upon the Stipulation of Settlement
between Plaintiff, THE TRAVELERS INSURANCE COMPANY ("TRAVELERS"), and
Defendant, DAYTONA PARK ASSOCIATES, LTD., a Florida limited partnership, by
and through its general partner, CARLYLE REAL ESTATE LIMITED PARTNERSHIP-XV,
an Illinois limited partnership, by and through its general partner, JMB
REALTY CORPORATION, a Delaware corporation (collectively referred to as
"DAYTONA"). Upon consideration of said Stipulation, and the entire record
it is
ORDERED AND ADJUDGED, that:
1. This Court has jurisdiction over the subject matter and the
parties hereto.
2. The Consolidated and Restated Note (the "Note"), sued upon
by TRAVELERS was properly executed and delivered, and DAYTONA is in default of
its obligations under the Note for failure to make payments as required
therein.
3. The Third Modification of Mortgage, Collateral Assignment of
Rents and Leases and Security Agreement sued upon by TRAVELERS in this action
constitutes a valid lien upon the property therein described ("Subject
Property").
4. There are no genuine issues of material fact, and therefore
DAYTONA is liable to TRAVELERS for the entire indebtedness, including all
accrued and unpaid interest and principal, due under the Note.
5. DAYTONA, owes TRAVELERS the following amounts, which shall
bear interest at 12% per annum, for which let execution issue:
Principal: $3,100,000.00
Interest due 10/1/93 20,666.67
Interest due 11/1/93 20,666.67
Accrued interest at Contract Rate
11/1/93 to 11/23/93 21,020.55
(per diem 955.4795) (22 days)
Late Fees 1,653.34
Previous Late Fees Due 2,325.00
Accumulated Deferred Interest
Balance as of 11/1/93 810,928.69
Interest on Deferred Interest at
Contract Rate: 11/1/93 to 11/23/93 5,498.76
Accelerated Balance 3,982,759.68
------------
Default Interest
11/23/93 to 3/7/94
(per diem $1,554.9130) (104 days) 161,710.95
Less Payment Received 12/17/93 (29,451.13)
Less Payment Received 1/25/94 (26,758.00)
Less Payment Received 2/11/94 (25,256.21)
Attorneys' Fees $8,040.50
Costs $1,254.41
TOTAL $4,072,300.20
6. TRAVELERS holds a lien for the total sum superior to any
claim or estate of DAYTONA upon the subject real property located in Volusia
County, Florida, as described in Exhibit "A" attached hereto.
7. If the total sum with interest at the rate described in
paragraph 5, and all costs accrued subsequent to this judgement are not paid,
the Clerk of the Court shall sell the property at public sale on May 5, 1994,
between 11:00 a.m. and 2:00 p.m. to the highest and best bidder for cash,
except as prescribed in paragraph 8, at the Northwest Door of the Volusia
County Courthouse located at 120 West Indiana Avenue, DeLand, Florida 32721,
in accordance with Fla. Stat. subsection 45.031.
8. TRAVELERS shall advance all subsequent costs of this action
and shall be reimbursed for them by the Clerk if TRAVELERS is not the
purchaser of the property for sale. If TRAVELERS is the purchaser of the
property, the Clerk shall credit TRAVELERS bid with the total sum with
interest and costs accruing subsequent to this judgement, or such part of it,
as is necessary to pay the bid in full.
9. Upon filing the Certificate of Title, the Clerk shall
distribute the proceeds of the sale, so far as they are sufficient, by paying:
first, all of TRAVELER's costs; second, documentary stamps affixed to the
certificate; third, TRAVELERS attorneys' fees; fourth, the total sum due to
TRAVELERS, less the items paid, plus interest at the rate prescribed in
paragraph 5 from this date to the date of the sale; and by retaining any
remaining amount pending further Order of this Court.
10. Upon filing the Certificate of Title, Defendants and all
persons claiming under or against Defendants since the filing of the Notice of
Lis Pendens shall be foreclosed of all estate or claim in the property and the
purchaser at the sale shall be let into possession of the property.
11. This Court retains jurisdiction of this cause for the purpose
of making any and all further orders as it shall deem necessary and proper.
DONE AND ORDERED in Chambers, at Daytona, Volusia County,
Florida, this 6 day of April, 1994.
JOHN V. DOYLE
CIRCUIT JUDGE
_______________________
CIRCUIT COURT JUDGE
Copies furnished to all counsel of record
ADDRESS OF LIEN HOLDER:
The Travelers Insurance Company
2215 York Road, Suite 504,
Oak Brook, Illinois 60521
_________________________________
RELEASE
________
THE TRAVELERS INSURANCE, a Connecticut corporation ("first party"), for
and in consideration of the sum of ten ($10.00) Dollars, and other valuable
consideration, received from or on behalf of DAYTONA PARK ASSOCIATES,LTD., a
Florida limited partnership, by and through its general partner, CARLYLE REAL
ESTATE LIMITED PARTNERSHIP-XV, an Illinois limited partnership, by and
through its general partner, JMB REALTY CORPORATION, a Delaware corporation,
("second party"), the receipt whereof which is hereby acknowledged by first
party,
(Wherever used herein the terms "first party" and "second party"
shall include singular and plural past and present heirs, legal
representatives, and assigns of individuals, the successors,
assigns, officers, employees, and directors of said corporation,
in their individual, personal and corporate capacities, and the
limited and general partners of partnerships, wherever the context
so admits or requires).
HEREBY remises, releases, acquits, satisfies, and forever discharges the
said second party, and each of its past and present predecessors and
successors in interest, affiliates assigns, officers, employees, attorneys,
directors and shareholders, in their individual, personal and corporate
capacities, of and from all, and all manner of action and actions, cause and
causes of action, suits, debts, dues, sums of money, accounts, reckonings,
bonds, bills, specialties, covenants, contracts, controversies, agreements,
promises, variances, trespasses, liabilities, damages, judgments, executions,
claims and demands whatsoever, whether in law or in equity, whether matured or
unmatured and whether known or unknown or otherwise, which said first party,
ever had, now has, or hereafter can, shall or may have, against said second
party, and/or its past and present predecessors and successors in interest,
affiliates assigns, officers, employees, attorneys, directors and
shareholders, in their individual, personal and corporate capacities for, upon
or by reason of any matter, cause or thing whatsoever, from the beginning of
the world to the day of these presents including, but not limited to, any
claim that was asserted or that could have been asserted, causes of action,
and other liabilities sued upon in that certain lawsuit captioned THE
TRAVELERS INSURANCE COMPANY, A CONNECTICUT CORPORATION, V. DAYTONA PARK
ASSOCIATES, LTD., A FLORIDA LIMITED PARTNERSHIP, ETC., ET AL., Case No. 93-
32654, CICI in the Circuit Court of the Seventh Judicial Circuit in and for
Volusia County, Florida.
This release is not intended to and shall not release the second party
from its obligations and responsibilities created under the terms and
conditions of that certain Stipulation of Settlement entered into between
first party and second party in the aforementioned lawsuit including those
exceptions to the non-consideration and consultation with its attorneys; and
(ii) said first party was not fraudulently induced, coerced or intimidated to
sign this release. In signing this Release, the first party has not relied
upon any oral or written statements or acts made by the second party, or its
attorneys or agents, other than as expressly stated in writing herein in this
Release.
DAYTONA PARK ASSOCIATES, LTD., a
Florida Limited Partnership,
BY: CARLYLE REAL ESTATE LIMITED
PARTNERSHIP-XV, an Illinois limited
partnership, a general partner
BY: JMB REALTY CORPORATION, a
Delaware corporation, a general
partner,
BY: BRIAN K. ELLISON
Name: BRIAN K. ELLISON
Title: Vice President
STATE OF ILLINOIS )
____________________ ) SS:
)
COUNTY OF COOK )
____________________ )
The foregoing instrument was acknowledged before me this 15th day of
MARCH, 1994 by BRIAN K. ELLISON as , of JMB REALTY
CORPORATION, a Delaware corporation, a general partner, of DAYTONA PARK
ASSOCIATES, LTD., a Florida limited partnership, on behalf of the partnership.
He/she/they personally appeared before me, is/are personally known to me or
produced ____________________ as identification, and did take an oath.
Notary: MONA SARNOFF
__________________
Print Name: MONA SARNOFF
__________________
Notary Public, State of ILLINOIS
________
My Commission expires: 2/1/98
____________
[NOTARIAL SEAL]
RELEASE
________
DAYTONA PARK ASSOCIATES, LTD., a Florida limited partnership, by and
through its general partner, CARLYLE REAL ESTATE LIMITED PARTNERSHIP-XV, an
Illinois limited partnership, by and through its general partner, JMB REALTY
CORPORATION, a Delaware corporation, ("first party"), for and in consideration
of the sum of ten ($10.00) Dollars, and other valuable consideration, received
from or on behalf of THE TRAVELERS INSURANCE COMPANY, a Connecticut
Corporation, ("second party"), the receipt whereof which is hereby
acknowledged by first party,
(Wherever used herein the terms "first party" and "second party"
shall include singular and plural past and present heirs, legal
representatives, and assigns of individuals, the successors,
assigns, officers, employees, directors and shareholders of said
corporation, in their individual, personal and corporate
capacities, and the limited and general partners of partnerships,
wherever the context so admits or requires).
HEREBY remises, releases, acquits, satisfies, and forever discharges the
said second party, and each of its past and present predecessors and
successors in interest, assigns, officers, employees, attorneys, directors and
shareholders, in their individual, personal and corporate capacities, of and
from all, and all manner of action and actions, cause and causes of action,
suits, debts, dues, sums of money, accounts, reckonings, bonds, bills,
specialties, covenants, contracts, controversies, agreements, promises,
variances, trespasses, liabilities, damages, judgments, executions, claims and
demands whatsoever, whether in law or in equity, whether matured or unmatured
and whether known or unknown or otherwise, which said first party, ever had,
now has, or hereafter can, shall or may have, against said second party,
and/or its past and present predecessors and successors in interest, assigns,
officers, employees, attorneys, directors and shareholders, in their
individual, personal and corporate capacities for, upon or by reason of any
matter, cause or thing whatsoever, from the beginning of the world to the day
of these presents including, but not limited to, any claim that was asserted
or that could have been asserted, causes of action, and other liabilities sued
upon in that certain lawsuit captioned THE TRAVELERS INSURANCE COMPANY, A
CONNECTICUT CORPORATION, V. DAYTONA PARK ASSOCIATES, LTD., A FLORIDA LIMITED
PARTNERSHIP, ETC., ET AL., Case No. 93-32654, in the Circuit Court of the
Seventh Judicial Circuit in and for Volusia County, Florida.
This release is not intended to and shall not release the second party
from its obligations and responsibilities created under the terms and
conditions of that certain Stipulation of Settlement entered into between
first party and second party in the aforementioned lawsuit.
The first party hereby expressly acknowledges, warrants and represents
that (i) this Release was signed only after due recourse nature of the loan
transaction at issue which are specifically provided under the loan documents
sued upon herein, including, but not limited to, the Renewal and Substitution
Note dated December 18, 1985, the Demand Promissory Note dated March 13, 1991
and the Consolidated and Restated Note dated March 13, 1991, as set forth in
paragraph 9 of the Stipulation of Settlement.
The first party hereby expressly acknowledges, warrants and represents
that (i) this Release was signed only after due consideration and consultation
with its attorneys; and (ii) said first party was not fraudulently induced,
coerced or intimidated to sign this release. In signing this Release, the
first party has not relied upon any oral or written statements or acts made by
the second party, or their attorneys or agents, other than as expressly stated
in writing herein in this Release.
THE TRAVELERS INSURANCE COMPANY, a
Connecticut corporation
BY: NATALIE L. BOCK
Name: NATALIE L. BOCK
Title: ASSISTANT SECRETARY
[CORPORATE SEAL]
Address: 2215 YORK ROAD, STE. 504
OAK BROOK, IL 60521
STATE OF ILLINOIS )
________ ) SS:
)
COUNTY OF DU PAGE )
________ )
The foregoing instrument was acknowledged before me this 17th day of
MARCH, 1994 by NATALIE L. BOCK as ASSISTANT SECRETARY of THE TRAVELERS
INSURANCE COMPANY, a CONNECTICUT corporation, on behalf of the corporation.
He/SHE/they personally appeared before me, IS/are personally known to me or
produced _____________________ as identification, and [did] [did not] take an
oath.
Notary: MELISSA K. O'NEILL
_____________________
[NOTARIAL SEAL] Print Name: MELISSA K. O'NEILL
_____________________
Notary Public, State of ILLINOIS
_________
My commission expires: 9/5/95
_________
