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): January 2, 1998
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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260 FRANKLIN STREET BUILDING
BOSTON, MASSACHUSETTS
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ITEM 5. OTHER EVENTS. On January 2, 1998, 260 Franklin Street Associates
(the "Venture"), a joint venture between Carlyle Real Estate Limited
Partnership - XVI (the "Partnership") and Carlyle Real Estate Limited
Partnership - XV ("Carlyle - XV"), an affiliated partnership sponsored by
the Corporate General Partner of the Partnership, disposed of, through a
trust, the land, building and related improvements of the 260 Franklin
Street Building (the "Property"), located in Boston, Massachusetts. 260
Franklin, Inc., (the "Purchaser"), a Florida corporation and an affiliate
of the lender, is not affiliated with the Partnership or its General
Partners and the sale price was determined by arm's-length negotiations.
The Property is an approximate 348,900 square foot office building and, as
of the date of sale, was approximately 98% occupied.
The mortgage loan in the original principal amount of approximately
$75,000,000 plus accrued and deferred interest matured January 1, 1996. The
Venture as of such date began submitting the net operating cash flow of the
Property to the lender while seeking an extension or refinancing of the
loan. The Venture reached agreements with the lender for an extension of
the mortgage loan through January 1, 1997 and again through January 1,
1998. The Venture was notified that no further extensions of the loan
would be granted beyond January 1, 1998. Accordingly, the Venture
negotiated with the lender and the Purchaser to sell its ownership interest
to the Purchaser. Effective January 1, 1998 the Venture entered into a
loan modification agreement with the lender in which the lender waived
accrued unpaid interest owed for the period prior to January 1, 1998 which
was approximately $17,200,000.
The Venture transferred title to the land, building and improvements,
and all other assets and liabilities related to the Property in
consideration of a discharge of the mortgage loan and payment of $200 in
cash. The Property was classified as held for sale as of July 1, 1997 and
therefore has not been subject to continued depreciation from such date for
financial reporting purposes. The Venture expects to recognize in 1998 a
gain on sale of approximately $24,000,000, primarily as a result of
previous impairment losses recognized by the Venture in 1996 aggregating
$17,400,000, and an extraordinary gain on forgiveness of indebtedness of
approximately $17,200,000 for financial reporting purposes, of which the
Partnership's share is approximately $7,200,000 and $5,160,000,
respectively. In addition, the Venture expects to recognize a gain of
approximately $25,200,000 for Federal income tax reporting purposes, of
which the Partnership's share is approximately $7,600,000, with no
distributable proceeds. The Venture and the Partnership have no future
liability for any representations, warranties and covenants as a result of
the sale.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements. Not applicable.
(b) Pro Forma Financial Information. Not applicable.
(c) Exhibits.
10.1 Agreement for purchase and sale by and between 260
Franklin Street Associates Trust, a Massachusetts business trust, and 260
Franklin, Inc., a Florida corporation, dated December 30, 1997.
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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)
GAILEN J. HULL
By: GAILEN J. HULL
Senior Vice President
Principal Accounting Officer
Date: January 27, 1998
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