December 15, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XVI
Commission File No. 0-16516
Form 8-K
Gentlemen:
Transmitted, for the above-captioned registrant, is the electronically filed
executed copy of registrant's current report on Form 8K dated December 15,
1994.
Thank you.
Very truly yours,
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XVI
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): November 15, 1994
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XVI
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(Exact name of registrant as specified in its charter)
Illinois 0-16516 36-3437938
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(State or other) (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Organization
900 N. Michigan Avenue, Chicago, Illinois 60611-1575
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(Address of principal executive office)
Registrant's telephone number, including area code: (312) 915-1987
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125 BROAD STREET BUILDING
New York, New York
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ITEM 5. OTHER EVENTS. On November 15, 1994, effective as of October 15,
1994, JMB/125 Broad Building Associates, L.P. ("JMB/125"), an Illinois limited
partnership, made an agreement with its joint venture partners (the "O&Y
partners") in the 125 Broad Street Company ("125 Broad") to settle their
dispute regarding 125 Broad and its property. Pursuant to the agreement,
JMB/125 assigned its approximate 48.25% interest in 125 Broad, which owns the
125 Broad Street Building and a leasehold interest in the underlying land
located in New York, New York to O&Y Plaza Corp. and released the O&Y partners
from any claims of JMB/125 related to 125 Broad. Carlyle Real Estate Limited
Partnership-XVI (the "Partnership") owns, indirectly through Carlyle-XVI
Associates, L.P., an approximate 40% limited partnership interest in JMB/125.
Carlyle Real Estate Limited Partnership-XV, an affiliate of the Partnership,
owns, indirectly through another limited partnership, substantially all of the
remaining interest in JMB/125. O&Y Plaza Corp. is an affiliate of Olympia &
York Developments, Ltd., ("O&Y") and the O&Y partners. The 125 Broad Street
Building consists of approximately 1,336,000 square feet. The occupancy at
the date of assignment was 66%.
In return, JMB/125 received an unsecured promissory note in the principal
amount of $5 million bearing simple interest at 4.5% per annum with all
principal and accrued interest due at maturity in October 1999, subject to
mandatory prepayments of principal and interest or acceleration of the
maturity date under certain circumstances. In addition, JMB/125 received a
release from any claims of certain O&Y affiliates and will generally be
indemnified against any liability as a general partner of 125 Broad. JMB/125
was also relieved of any obligation to contribute cash to 125 Broad in the
amount of its deficit capital account balance. Affiliates of O&Y subsequently
filed a pre-arranged bankruptcy plan for reorganization of 125 Broad under
Chapter 11 of the Bankruptcy Code in order to facilitate 125 Broad's transfer
of the office building to the mortgage lender in satisfaction of the mortgage
debt and other claims. As a result, the transactions between JMB/125 and O&Y
Plaza Corp. and the O&Y partners could be subject to challenge by certain
creditors resulting in changes in or recission of the transactions.
As a result of the assignment of its interest, and assuming that there is
no subsequent modification or rescission thereof, JMB/125 no longer has an
ownership interest in the office building, which will result in net gain for
financial reporting and Federal income tax purposes to JMB/125 (and through
JMB/125 and the Partnership, to the Limited Partners of the Partnership) with
no distributable proceeds. Collection of principal and interest, if any,
would result in additional gain for financial reporting and Federal income tax
purposes. Such collections would constitute distributable proceeds upon
receipt.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements. Not applicable.
(b) Proforma financial information - Not applicable.
(c) Exhibits
1. Letter Agreement consummating assignment from JMB/125 to O&Y
Plaza Corp. dated November 15, 1994.
2. Promissory Note dated October 31, 1994 made by O&Y Equity
Company, L.P. ("Equity") and O&Y (U.S.) Development Company, L.P. ("Devco") to
JMB/125 Broad Building Associates, L.P. ("JMB") in the principal amount of
$5,000,000.
3. Release and Indemnity dated October 31, 1994 from Equity and
Devco.
4. Assignment of Partnership Interest from JMB to O&Y Plaza
Corp. dated October 31, 1994.
5. Release of Equity, Devco, 125 Broad Street Company and O&Y
Management Corp. by JMB, JMB/125 Broad Building Associates and JMB Realty
Corporation dated October 31, 1994.
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 - XVI
BY: JMB Realty Corporation
(Corporate General Partner)
By: C. SCOTT NELSON
________________________________
C. Scott Nelson, Vice President
Director of Partnership
Financial Reporting
Dated: December 15, 1994