FORM 15.--CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 13(d) OF THE SECURITIES EXCHANGE ACT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Commission file number 019164 ------------ Capital Preferred Yield Fund, a California Limited Partnership - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) CAI Partners Management Company, General Partner 7175 West Jefferson Avenue, Suite 4000, Lakewood, Colorado 80235 (303) 980-7377 - -------------------------------------------------------------------------------- Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Units of Limited Partnership Interest - -------------------------------------------------------------------------------- (Titles of all other classes of securities for which a duty to file reports under section 13(a) or 15(d) remains) Please place an X in the box(es) to designate, the appropriate rule provision(s) relied upon to terminate or suspend the duty to file reports: Rule 12g-4(a)(1)(i) |X| Rule 12h-3(b)(1)(i) |_| Rule 12g-4(a)(1)(ii) |_| Rule 12h-3(b)(1)(ii) |_| Rule 12g-4(a)(2)(i) |_| Rule 12h-3(b)(2)(i) |_| Rule 12g-4(a)(2)(ii) |_| Rule 12h-3(b)(2)(ii) |_| Rule 15d-6 |_| Approximate number of holders of record as of the certification or notice date: 0 --------------------------- The Limited Partnership Certificate was canceled on December 31, 1998. Pursuant to the requirements of the Securities Exchange Act of 1934 (Name of registrant as specified in charter) has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person. Date: January 13, 1999 ------------------- By: /s/John F. Olmstead ------------------- John F. Olmstead, President CAI Partners Management Company, General Partner Capital Preferred Yield Fund, a California Limited Partnership INSTRUCTION: This form is required by Rules 12g-4, 12h-3 and 15d-6 of the General Rules and Regulations under the Securities Exchange Act of 1934. The registrant shall file with the Commission three copies of Form 15, one of which shall be manually signed. It may be signed by an office of the registrant, by counsel or by any other duly authorized person. The name and title of the person signing the form shall be typed under the signature.