0000711642-09-000440.txt : 20090701 0000711642-09-000440.hdr.sgml : 20090701 20090701114719 ACCESSION NUMBER: 0000711642-09-000440 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090626 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090701 DATE AS OF CHANGE: 20090701 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTURY PROPERTIES FUND XV CENTRAL INDEX KEY: 0000314690 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 942625577 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-09680 FILM NUMBER: 09921276 BUSINESS ADDRESS: STREET 1: 55 BEATTIE PLACE STREET 2: P O BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 BUSINESS PHONE: 8642391000 MAIL ADDRESS: STREET 1: POST & HEYMANN STREET 2: 5665 NORTHSIDE DR NW CITY: ATLANTA STATE: GA ZIP: 30328 8-K 1 cpf15prestoncreek_8k.htm 8K UNITED STATES

UNITED STATES

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) June 26, 2009

CENTURY PROPERTIES FUND XV

(Exact name of Registrant as specified in its charter)

California 0-9680 94-2625577

(State or other jurisdiction (Commission (I.R.S. Employer

of incorporation or File Number) Identification Number)

organization)

55 Beattie Place

Post Office Box 1089

Greenville, South Carolina 29602

(Address of principal executive offices)

(864) 239-1000

(Issuer's telephone number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

Century Property Fund XV, a California limited partnership (the “Registrant”), owns Preston Creek Apartments (“Preston Creek”), a 228-unit apartment complex located in Dallas, Texas. On May 6, 2009, the Registrant entered into a Purchase and Sale Contract (the “Purchase Agreement”) with a third party, RRM–I, LLC, a Louisiana limited liability company (the “Purchaser”), to sell Preston Creek to the Purchaser for a total sales price of $11,600,000.

On June 26, 2009, the Registrant and the Purchaser entered into a First Amendment to the Purchase and Sale Contract (the “First Amendment”) pursuant to which the feasibility period and the loan assumption approval period were both extended from June 26, 2009 to July 13, 2009.

This summary of the terms and conditions of the First Amendment is qualified in its entirety by reference to the First Amendment, a copy of which is attached hereto as an exhibit.

Item 9.01 Financial Statements and Exhibits

(d) Exhibit

10.19 First Amendment to Purchase and Sale Contract between Century Property Fund XV, a California limited partnership, and RRM-I, LLC, a Louisiana limited liability company, dated June 26, 2009.

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.

CENTURY PROPERTIES FUND XV

By: Fox Capital Management Corporation

Managing General Partner

By: /s/Steven D. Cordes

Steven D. Cordes

Senior Vice President

Date: July 1, 2009

EX-10.19 2 cpf15prestoncreek_ex10z19.htm EXHIBIT 10.19 FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT

Exhibit 10.19

FIRST AMENDMENT OF Purchase and Sale CONTRACT

THIS FIRST AMENDMENT OF PURCHASE AND SALE CONTRACT (this “Amendment”) is entered into effective as of the 26 ^th day of June, 2009 (“Effective Date”), by and between CENTURY PROPERTIES FUND XV, a California limited partnership,having an address at c/o AIMCO, 4582 South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237 (“ Seller”), and RRM – I, LLC, a Louisiana limited liability company, having a principal address at 9456 Jefferson Highway, Suite A, Baton Rouge, Louisiana 70809 (“ Purchaser”).

RECITALS

A. Seller and Purchaser entered into that certain Purchase and Sale Contract, dated as of May 6, 2009 and effective as of May 12, 2009 (the “ Contract”), regarding real property located in Dallas County, Texas and more particularly described in the Contract.

B. Seller and Purchaser desire to amend the Contract subject to the terms and conditions described below.

C. All capitalized terms not otherwise defined in this Amendment shall have the meanings ascribed to them in the Contract.

NOW THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, Seller and Purchaser agree as follows:

agreements

1. Incorporation of Recitals. The foregoing recitals are true and correct and are incorporated herein by reference.

2. Extension of Feasibility Period. Purchaser and Seller agree that the term Feasibility Period, as defined in Section 3.1 of the Contract, shall be the period from the Effective Date through the expiration of the Loan Approval Period, as defined in Section 4.5.10 of the Contract.

3. Closing Date. Section 5.1 of the Contract is hereby amended to read as follows:

“5.1 Closing Date. The Closing shall occur on July 27, 2009 at the time set forth in Section 2.2.4, (the “ Closing Date”) through an escrow with Escrow Agent, whereby Seller, Purchaser and their attorneys need not be physically present at the Closing and may deliver documents by overnight air courier or other means. Notwithstanding the foregoing to the contrary, Seller shall have the option, by delivering written notice to Purchaser, to extend the Closing Date to the last Business Day of the month in which the Closing Date otherwise would occur pursuant to the preceding sentence, in connection with the Loan Assumption and Release.”