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UNITED STATES
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
February 23, 2000
Date of Report (Date of earliest event reported):
CNL INCOME FUND XV, LTD.
(Exact name of Registrant as specified in its Charter)
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<S> <C> <C>
Florida 0-26216 59-3198888
(State or Other Jurisdiction of (Commission File Number) (IRS Employer Identification Number)
Incorporation or Organization)
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450 S. Orange Avenue, Orlando, Florida 32801
(Address of principal executive offices, including zip code)
(407) 650-1000
(Registrant's telephone number, including area code
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ITEM 5. OTHER EVENTS
CNL American Properties Fund, Inc. ("APF") and the general partners of CNL
Income Fund, Ltd. and CNL Income Fund II, Ltd. through CNL Income Fund XVI, Ltd.
have mutually agreed to terminate the merger agreements between APF and each
respective CNL Income Fund. The termination of the merger agreements was based
on a number of factors including, the general partners' concern that, in light
of the market conditions relating to publicly traded real estate investment
trusts generally ("REITs"), the potential value of the transaction had
diminished. As a result of such diminishment, the general partners' ability to
unequivocally recommend voting for the transaction, in the exercise of their
fiduciary duties, had become questionable. Due to the general partners'
reluctance to recommend the transaction to the limited partners of the CNL
Income Funds, APF believed that pursuing the transaction without an unequivocal
recommendation of the CNL Income Funds' general partners would not result in a
favorable vote, and that therefore the continued pursuit of the acquisition by
APF would not be in the best interests of its stockholders. Furthermore, a
primary objective of APF for acquiring the CNL Income Funds was to significantly
increase its asset base for the purpose of listing its shares on the New York
Stock Exchange and potentially, by virtue of size, create an institutional
investor following. In light of the current market conditions relating to
publicly traded REITs, APF believes that increasing its size would not provide
APF with such following and would not provide APF with access to capital on
favorable terms. Therefore, being forced to list at this time, which is a
condition to closing the acquisition of the CNL Income Funds, would not, in the
opinion of APF, produce the results APF had initially envisioned at the time the
merger agreements were executed.
The general partners will continue to evaluate strategic alternatives
for each CNL Income Fund and their ultimate goal of providing liquidity,
including continuing the CNL Income Fund's operations, liquidating some or all
of the CNL Income Fund's portfolio and selling the portfolios of all of the CNL
Income Funds in their entirety. The general partners and APF have not ruled out
pursuing a new transaction at a future date.
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SIGNATURE
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.
CNL INCOME FUND XV, LTD.
Date: February 23, 2000 By: /s/ Robert A. Bourne
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Robert A. Bourne
General Partner
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