FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2001
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to ___________
Commission file number 0-2670
60 EAST 42ND ST. ASSOCIATES
(Exact name of registrant as specified in its charter)
A New York Partnership 13-6077181
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
60 East 42nd Street, New York, New York 10165
(Address of principal executive offices)
(Zip Code)
(212) 687-8700
(Registrant's telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last
report)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes [ X ]. No [ ].
An Exhibit Index is located on Page 16 of this Report. Number of pages
(including exhibits) in this filing: 16
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
60 East 42nd St. Associates
Condensed Statements of Income
(Unaudited)
For the Three Months For the Nine Months
Ended September 30, Ended September 30,
2001 2000 2001 2000
Income:
Basic rent, from a
related party (Note B) $ 400,520 $ 297,571 $1,112,963 $ 867,491
Advance of additional rent from
a related party (Note B) 263,450 263,450 790,350 790,350
Further additional rent from
a related party (Note B) 8,057,690 6,173,375 8,057,690 6,173,375
Interest income 18,309 1,019 138,733 1,072
---------- --------- ---------- ---------
Total income $8,739,969 $6,735,415 $10,099,736 $7,832,288
---------- --------- ---------- ----------
Expenses:
Interest on mortgages (Note B) $ 412,829 $ 292,414 $ 1,233,696 $ 850,562
Supervisory services,
to a related party (Note C) 813,614 625,182 829,304 640,872
Special fees paid
to a related party (Note D) 2,791 -0- 2,791 86,721
Depreciation of improvements 10,828 -0- 32,484 -0-
Amortization of mortgage
refinancing costs 66,021 57,139 198,061 133,039
-------- ---------- ---------- ---------
Total expenses $1,306,083 $ 974,735 $2,296,336 $1,711,194
---------- ---------- ---------- ----------
Net Income for period $7,433,886 $5,760,680 $7,803,400 $6,121,094
========== ========== =========== ==========
Earnings per $10,000 participation unit,
Based on 700 participation units
outstanding during the period $10,619.84 $ 8,229.54 $11,147.71 $ 8,744.42
========== ========== ========== ===========
Distributions per $10,000 participation
unit consisted of the following:
Income $ 373.72 $ 373.72 $ 1,121.16 $ 1,121.16
---------- ---------- ---------- ----------
Total distributions $ 373.72 $ 373.72 $ 1,121.16 $ 1,121.16
========= ========== ========== =========
At September 30, 2001 and 2000, there were $7,000,000 of participation units
outstanding.
See notes to condensed financial statements.
-1-
60 East 42nd St. Associates
Condensed Balance Sheets
(Unaudited)
Assets September 30, 2001 December 31, 2000
Current assets:
Cash $ 660,322 $ 5,987,609
Further additional rent due
from lessee, a related party (Note B) 8,053,165 -0-
----------- -----------
Total current assets 8,713,487 5,987,609
----------- -----------
Real estate
Land 7,240,000 7,240,000
----------- -----------
Buildings and building improvements 19,372,792 18,534,135
Less, allowance for depreciation 18,566,619 18,534,135
----------- -----------
806,173 -0-
----------- -----------
Building improvements, construction
in progress 9,241,791 3,195,115
---------- -----------
Second mortgage costs 1,111,574 1,111,574
Less, allowance for amortization 373,715 194,236
----------- -----------
737,859 917,338
----------- -----------
Mortgage refinancing costs 249,522 249,522
Less, allowance for amortization 173,143 154,561
----------- -----------
76,379 94,961
----------- -----------
Total assets $26,815,689 $17,435,023
=========== ===========
Liabilities and Capital (Deficit) :
Current liabilities:
Accrued supervisory fees, to a
related party $ 805,769 $ -0-
Due to lessee 4,758,161 3,288,906
Accrued expenses 136,545 49,488
----------- -----------
Total current liabilities 5,700,475 3,338,394
----------- -----------
Long-term debt 19,020,814 19,020,814
----------- -----------
Total liabilities $24,721,289 $22,359,208
----------- -----------
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60 East 42nd St. Associates
Condensed Balance Sheets
(Unaudited)
(CONTINUED)
September 30, 2001 December 31, 2000
Capital (deficit):
January 1, $(4,924,185) $ (4,618,451)
Add, Net income:
January 1, 2001 through September 30, 2001 7,803,400 -0-
January 1, 2000 through December 31, 2000 -0- 6,296,724
----------- -----------
2,879,215 1,678,273
----------- -----------
Less Distributions:
Monthly distributions,
January 1, 2001 through September 30, 2001 784,815 -0-
January 1, 2000 through December 31, 2000 -0- 1,046,420
Distribution on November 30, 2000 of
Additional Rent for the lease year
ended September 30, 2000 -0- 5,556,038
----------- -----------
Total distributions 784,815 6,602,458
----------- -----------
Capital (deficit):
September 30, 2001 2,094,400 -0-
December 31, 2000 -0- (4,924,185)
------------ -----------
Total liabilities and capital (deficit):
September 30, 2001 $26,815,689
December 31, 2000 =========== $17,435,023
===========
See notes to condensed financial statements.
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60 East 42nd St. Associates
Statements of Cash Flows
(Unaudited)
January 1, 2001 January 1, 2000
through through
September 30, 2001 September 30, 2000
Cash flows from operating activities:
Net income $ 7,803,400 $ 6,121,094
Adjustments to reconcile net income
to net cash provided by operating
activities:
Depreciation of improvements 32,484 -0-
Amortization of mortgage
refinancing costs 198,061 133,039
Change in additional rent due
from lessee (8,053,165) (6,178,003)
Accrued supervisory fees 805,769 617,337
Accrued expenses 87,057 (32,939)
----------- ---------
Net cash provided by operating
activities 873,606 660,528
----------- ----------
Cash flows from investing activities:
Purchase of Building Improvements
in Progress (4,577,421) -0-
Purchase of Building Improvements (838,657) -0-
---------- ----------
Net cash used in investing
activities (5,416,078) -0-
---------- ----------
Cash flows from financing activities:
Increase in second mortgage costs -0- (946,574)
Proceeds from second mortgage -0- 7,000,000
Cash distributions (784,815) (784,815)
----------- ----------
Net cash provided by (used in)
financing activities (784,815) 5,268,611
----------- ----------
Net increase (decrease) in cash (5,327,287) 5,929,139
Cash, beginning of period 5,987,609 87,879
----------- ----------
Cash, end of period $ 660,322 $6,017,018
=========== ==========
Cash paid for:
Interest $ 1,146,639 $ 838,248
=========== ==========
-4-
60 East 42nd St. Associates
Statements of Cash Flows
(Unaudited)
For the Nine Months
Ended September 30,
2001 2000
Supplemental disclosure of
noncash investing and financing
activities
Short-term debt to lessee
incurred for purchase of
building improvements,
construction in progress $1,469,255 $1,541,911
========== ==========
See notes to condensed financial statements.
-5-
Notes to Condensed Financial Statements (Unaudited)
Note A - Basis of Presentation
In the opinion of management, the accompanying unaudited
condensed financial statements reflect all adjustments, consisting
of normal recurring accruals, necessary to present fairly the
financial position of Registrant as of September 30, 2001, its
results of operations for the nine months and three months ended
September 30, 2001 and 2000 and cash flows for the nine months ended
September 30, 2001 and 2000 and its changes in Partners' capital for
the nine months ended September 30, 2001. Information included in
the condensed balance sheet as of December 31, 2000 has been derived
from the audited balance sheet included in Registrant's Form 10-K
for the year ended December 31, 2000 (the "10-K") previously filed
with the Securities and Exchange Commission (the "SEC"). Pursuant
to rules and regulations of the SEC, certain information and
disclosures normally included in financial statements prepared in
accordance with accounting principles generally accepted in the
United States of America have been condensed or omitted from these
financial statements unless significant changes have taken place
since the end of the most recent fiscal year. Accordingly, these
unaudited condensed financial statements should be read in
conjunction with the financial statements, notes to financial
statements and the other information in the 10-K. The results of
operations for the nine months ended September 30, 2001 are not
necessarily indicative of the results to be expected for the full
year.
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Note B - Interim Period Reporting
Registrant is a partnership which was organized on September
25, 1958. On October 1, 1958, Registrant acquired fee title to the
Lincoln Building (the "Building") and the land thereunder, located at
60 East 42nd Street, New York, New York (the "Property").
Registrant's partners are Peter L. Malkin, Anthony E. Malkin, Scott D.
Malkin, Thomas N. Keltner, Jr., Fred C. Posniak, Jack Feirman and Mark
Labell (individually, a "Partner" and, collectively, the "Partners"),
each of whom also acts as an agent for holders of participations in
the Registrant (individually, a "Participant" and, collectively,
"Participants").
Registrant leases the Property to Lincoln Building
Associates ("Lessee") under a long-term net operating lease (the
"Lease"), the current term of which expires on September 30, 2008.
(There is one additional 25-year term which, if exercised, will extend
the Lease until September 30, 2033.) Lessee is a partnership whose
partners consist of, among others, trusts for the benefit of members
of Peter L. Malkin's family. Four of the seven Partners in Registrant
are current members of Wien & Malkin LLP, 60 East 42nd Street, New
York, New York, which provides supervisory and other services to
Registrant and to Lessee (the "Supervisor"). See Note C of this Item
1 ("Note C").
In 1999, the participants in Registrant and the partners in
Lessee consented to a building improvement program (the "Program")
estimated to cost approximately $28,000,000 and expected to take two
to three years to complete. To induce the Lessee to approve the
Program, Associates agreed to grant to the Lessee, upon completion of
the Program, an extension of the lease for an additional 50 years to
2083.
The Lease, as modified March 1, 2000, provides that Lessee
is required to pay Registrant:
(i) annual basic rent (the "Basic Rent") equal to the sum of
$24,000 for supervisory services payable to Supervisor plus the
constant installment payments of interest and amortization (excluding
any balloon principal due at maturity) payable during such year under
all mortgages to which the Lease is subordinate, provided that the
aggregate principal balance of all mortgages now or hereafter placed
on the Property does not exceed $ 40,000,000 plus refinancing costs.
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(ii) (A) additional rent (the "Additional Rent") equal to
the lesser of (x) Lessee's net operating income for the lease year or
(y) $1,053,800 and (B) further additional rent ("Further Additional
Rent") equal to 50% of any remaining balance of Lessee's net operating
income for such lease year. (Lessee has no obligation to make any
payment of Additional Rent or Further Additional Rent until after
Lessee has recouped any cumulative operating loss accruing from and
after September 30, 1977. There is currently no accumulated operating
loss against which to offset payment of Additional Rent or Further
Additional Rent.)
(iii) An advance against Additional Rent equal to the
lesser of (x) Lessee's net operating income for the preceding lease
year or (y) $1,053,800, which, in the latter amount, will permit basic
distributions to Participants at an annual rate of approximately
14.95% per annum on their remaining cash investment in Registrant;
provided, however, if such advances exceed Lessee's net operating
income for any Lease year, advances otherwise required during the
subsequent lease year shall be reduced by an amount equal to such
excess until Lessee shall have recovered, through retention of net
operating income, the full amount of such excess. After the
participants have received distributions equal to a return of 14% per
annum, $7,380 is paid to Supervisor from the advances against
Additional Rent.
Further Additional Rent income is recognized when earned
from the Lessee, at the close of the lease year ending September 30.
Such income is not determinable until the Lessee, pursuant to the
Lease, renders to Registrant a report on the operation of the
Property. Further Additional Rent for the lease year ended September
30, 2001 was $8,057,690. After the payment of $805,769 to Supervisor
as an additional payment for supervisory services, the balance of
$7,251,921 will be distributed to the Participants on November 30,
2001.
A refinancing of the existing first mortgage loan on the
Property in the original principal amount of $12,020,814 was closed on
October 6, 1994 (the "Mortgage"). Annual Mortgage charges are
$1,063,842, payable in equal monthly installments of $88,654,
representing interest only at the rate of 8.85% per annum. The
Mortgage will mature on October 31, 2004 and is prepayable in whole
after October 6, 1995 with a penalty providing interest protection to
the mortgagee. The Mortgage is prepayable in whole without penalty
during the 90-day period prior to its maturity date.
-8-
The refinancing costs were capitalized by Registrant and are
being expensed ratably during the period of the mortgage extension
from October 6, 1994 to October 31, 2004.
A second mortgage loan with Emigrant Savings Bank in the
amount of $27,979,186 was closed on March 9, 2000 and advances of
$7,000,000 have been taken as of September 30, 2001. Monthly payments
of interest only at the rate of 8.21% per annum apply to the advances
made through September 30, 2000. Amounts advanced from October 1,
2000 through September 30, 2002 and amounts in excess of $7,000,000
are at interest only at the 30 day LIBOR rate. Amounts advanced after
October 1, 2002 require interest only payments at 1.65 points in
excess of the yield on U.S. Treasury Securities. Maturity is October
31, 2004.
During the prepayment period, Borrower has the option to
prepay the second mortgage note in whole only, on the first day of any
month upon (i) prior written notice given by prepaid registered or
certified mail at least sixty (60) days prior to the date fixed for
prepayment and (ii) the payment of the prepayment premium plus accrued
interest. There shall be no prepayment premium after October 1, 2004 to
and including the Maturity Date.
Note C - Supervisory Services
Registrant pays Supervisor for special services at hourly
rates and for supervisory services and disbursements. The supervisory
fees are $24,000 per annum (the "Basic Payment") plus an additional
payment of 10% of all distributions to Participants in Registrant in
any year in excess of the amount representing a return at the rate of
14% per annum on their remaining cash investment (the "Additional
Payment"). At September 30, 2001, such remaining cash investment was
$7,000,000 representing the original cash investment of Participants
in Registrant.
No remuneration was paid during the nine month period ended
September 30, 2001 by Registrant to any of the Partners as such.
Pursuant to the fee arrangements described herein, Registrant paid
Supervisor $18,000 of the Basic Payment and $5,535 on account of the
Additional Payment, for supervisory services for the nine month period
ended September 30, 2001.
-9-
The supervisory services provided to Registrant by
supervisor include, but are not limited to, providing or coordinating
with counsel to Registrant, maintaining all of its partnership and
Participant records, performing physical inspections of the Building,
reviewing insurance coverage, conducting annual supervisory review
meetings, receipt of monthly rent from Net Lessee, payment of monthly
and additional distributions to the Participants, payment of all other
disbursements, confirmation of the payment of real estate taxes, and
active review of financial statements submitted to Registrant by Net
Lessee and financial statements audited by and tax information
prepared by Registrant's independent certified public accountant, and
distribution of such materials to the Participants. Supervisor also
prepares quarterly, annual and other periodic filings with the
Securities and Exchange Commission and applicable state authorities.
Reference is made to Note B of Item 1 ("Note B") for a
description of the terms of the Lease between Registrant and Lessee.
As of September 30, 2001, Peter L. Malkin owned a partnership interest
in Lessee. The respective interests, if any, of the Partners in
Registrant and Lessee arise solely from ownership of their respective
participations in Registrant and, in the case of Peter L. Malkin, his
individual ownership of a partnership interest in Lessee. The
Partners as such receive no extra or special benefit not shared on a
pro rata basis with all other Participants in Registrant or partners
in Lessee. However, each of the five Partners who is currently a
member of Supervisor (which supervises Registrant and Lessee), by
reason of his interests in Supervisor, may receive income attributable
to supervisory, service, legal or other remuneration paid to
Supervisor for services rendered to Registrant and Lessee.
As of September 30, 2001, the Partners owned of record and
beneficially an aggregate $61,667 of Participations in Registrant,
representing .8% of the currently outstanding Participations therein.
In addition, as of September 30, 2001, certain of the
Partners in Registrant (or their respective spouses) held additional
Participations in Registrant as follows:
Anthony E. Malkin owned of record as co-trustee an aggregate
of $15,000 of Participations. Mr. Anthony E. Malkin
disclaims any beneficial ownership of such Participations.
Peter L. Malkin owned of record as trustee or co-trustee, an
aggregate of $55,714 of Participations. Mr. Malkin
disclaims any beneficial ownership of such Participations.
-10-
Entities for the benefit of members of Peter L. Malkin's
family owned of record and beneficially $107,500 of
Participations. Mr. Malkin disclaims any beneficial
ownership of such Participations, except that related Trusts
are required to complete scheduled payments to him.
Note D - Special Fees
During the nine months ended September 30, 2001, special fees
of $2,791 ( computed on an hourly basis for special services) were
paid to the firm of Wien & Malkin, LLP, a related party.
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.
As stated in Note B, Registrant was organized solely for the
purpose of acquiring the Property subject to a net operating lease
held by Lessee. Registrant is required to pay, from Basic Rent under
the Lease, mortgage charges and amounts for supervisory services.
Registrant is required to pay from Additional Rent and Further
Additional Rent additional amounts for supervisory services and then
to distribute the balance of such Additional Rent and Further
Additional Rent to the Participants. Under the Lease, Lessee has
assumed sole responsibility for the condition, operation, repair,
maintenance and management of the Property. Registrant is not
required to maintain substantial liquid assets to defray any operating
expenses of the Property.
Registrant does not pay dividends. During the nine month
period ended September 30, 2001, Registrant made regular monthly
distributions of $124.57 for each $10,000 participation ($1,494.89 per
annum for each $10,000 participation). There are no restrictions on
Registrant's present or future ability to make distributions; however,
the amount of such distributions, particularly distributions of
Additional Rent and Further Additional Rent, depends solely on the
ability of Lessee to make payments of Basic Rent, Additional Rent and
Further Additional Rent to Registrant. Registrant expects to make
distributions so long as it receives the payments provided for under
the Lease.
On November 30, 2001, Registrant will make an additional
distribution of $10,359.89 for each $10,000 participation. Such
distribution represents Further Additional Rent paid by the Lessee in
accordance with the terms of the Lease after the Additional Payment to
Supervisor. See Notes B and C.
-11-
Registrant's results of operations are affected primarily by
the amount of rent payable to it under the Lease. The amount of
Overage Rent payable to Registrant is affected by the New York City
economy and real estate rental market. It is difficult for management
to forecast the New York City real estate market. The following
summarizes, with respect to the current period and the corresponding
period of the previous year, the material factors regarding
Registrant's results of operations for such periods:
Total income increased for the nine month period
ended September 30, 2001, as compared with the nine
month period ended September 30, 2000. Such increase
was the result of an increase in Further Additional
Rent payable by the Lessee for the lease year ended
September 30, 2001, an increase in Basic rent and
interest income. See Note B.
Total expenses increased for the nine month period
ended September 30, 2001, as compared with the nine
month period ended September 30, 2000. Such increase
was attributable to an increase in the Additional
Payment to Supervisor based on Further Additional
Rent for the lease year ended September 30, 2001, an
increase in interest on the mortgages, an increase in
amortization of the mortgage refinancing costs and
depreciation of improvements. See Note B.
Liquidity and Capital Resources
There has been no significant change in Registrant's
liquidity for the nine month period ended September 30, 2001, as
compared with the nine month period ended September 30, 2000, and
Registrant may from time to time establish a reserve for contingent or
unforeseen liabilities.
No amortization payments are due under the Mortgages to
fully satisfy the outstanding principal balance at maturity, and
furthermore Registrant does not maintain any reserve to cover the
payment of such Mortgage indebtedness at maturity. Therefore,
repayment of the Mortgage will depend on Registrant's ability to
arrange a refinancing. Assuming that the Property continues to
generate an annual net profit in future years comparable to that in
past years, and assuming further that current real estate trends
continue in the geographic area in which the Property is located,
Registrant anticipates that the value of the Property would be in
excess of the amount of the mortgage balance at maturity.
-12-
Registrant anticipates that funds for working capital for
the Property will be provided by rental payments received from Lessee
and, to the extent necessary, from additional capital investment by
the partners in Lessee and/or external financing. However, as noted
above, Registrant has no requirement to maintain substantial reserves
to defray any operating expenses of the Property.
Inflation
Registrant has been advised that there has been no material
change in the impact of inflation on its operations since the filing
of its report on Form 10-K for the year ended December 31, 2000, which
report and all exhibits thereto are incorporated herein by reference
and made a part hereof.
-13-
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
The property of Registrant is the subject of the following
material pending litigation:
Wien & Malkin LLP, et. al. v. Helmsley-Spear, Inc., et. al.
On June 19, 1997 Wien & Malkin LLP and Peter L. Malkin filed an action
in the Supreme Court of the State of New York, against Helmsley-Spear,
Inc. and Leona Helmsley concerning various partnerships which own,
lease or operate buildings managed by Helmsley-Spear, Inc., including
Registrant's property. In their complaint, plaintiffs sought the
removal of Helmsley-Spear, Inc. as managing and leasing agent for all
of the buildings. Plaintiffs also sought an order precluding Leona
Helmsley from exercising any partner management powers in the
partnerships. In August, 1997, the Supreme Court directed that the
foregoing claims proceed to arbitration. As a result, Mr. Malkin and
Wien & Malkin LLP filed an arbitration complaint against Helmsley-
Spear, Inc. and Mrs. Helmsley before the American Arbitration
Association. Helmsley-Spear, Inc. and Mrs. Helmsley served answers
denying liability and asserting various affirmative defenses and
counterclaims; and Mr. Malkin and Wien & Malkin LLP filed a reply
denying the counterclaims. By agreement dated December 16, 1997, Mr.
Malkin and Wien & Malkin LLP (each for their own account and not in
any representative capacity) reached a settlement with Mrs. Helmsley
of the claims and counterclaims in the arbitration and litigation
between them. Mr. Malkin and Wien & Malkin LLP then continued their
prosecution of claims in the arbitration for relief against Helmsley-
Spear, Inc., including its termination as the leasing and managing
agent for various entities and properties, including the Registrant's
Lessee. The arbitration hearings were concluded in June 2000, and the
arbitrators issued their decision on March 30, 2001, ordering that the
termination of Helmsley-Spear, Inc. would require a new vote by the
partners in the Lessee, setting forth procedures for such a vote, and
denying the other claims of all parties. Following the decision,
Helmsley-Spear, Inc. applied to the court for confirmation of the
decision, and Mr. Malkin and Wien & Malkin LLP applied to the court
for an order setting aside that part of the decision regarding the
procedure for partnership voting to terminate Helmsley-Spear, Inc. and
various other parts of the decision on legal grounds. The court
granted the motion to confirm the arbitrators' decision and denied the
application to set aside part of the arbitrators' decision. Mr. Malkin
and Wien & Malkin LLP have served notice of appeal of the court's
determination.
Item 6. Exhibits and Reports on Form 8-K.
(a) The exhibits hereto are being incorporated by
reference.
(b) Registrant has not filed any report on Form 8-K during
the quarter for which this report is being filed.
-14-
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.
The individual signing this report on behalf of Registrant
is Attorney-in-Fact for Registrant and each of the Partners in
Registrant, pursuant to Powers of Attorney, dated March 18, 1998,
March 20, 1998 and May 14, 1998 (collectively, the "Power").
60 EAST 42ND ST. ASSOCIATES
(Registrant)
By: /s/ Stanley Katzman
Stanley Katzman, Attorney-in-Fact*
Date: November 20, 2001
Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed by the undersigned as Attorney-
in-Fact for each of the Partners in Registrant, pursuant to the Power,
on behalf of Registrant on the date indicated.
By: /s/ Stanley Katzman
Stanley Katzman, Attorney-in-Fact*
Date: November 20, 2001
__________________________
- - Mr. Katzman supervises accounting functions for Registrant.
-15-
EXHIBIT INDEX
Number Document Page*
3(a) Partnership Agreement, dated
September 25, 1958, which was filed
by letter dated March 31, 1981
(Commission File No. 0-2670) as
Exhibit No. 3 to Registrant's Form
10-K for the fiscal year ended
December 31, 1980, and is
incorporated by reference as an
exhibit hereto.
3(b) Amended Business Certificate of
Registrant filed with the Clerk of
New York County on November 28,
1997, reflecting a change in the
Partners of Registrant, was filed
as Exhibit 3(b) to Registrant's 10-
Q for the quarter ended March 31,
1998, and is incorporated by
reference as an exhibit hereto.
24 Powers of Attorney dated
March 18, 1998, March 20, 1998 and
May 14, 1998 between the Partners
of Registrant and Stanley Katzman
and Richard A. Shapiro which were
filed as Exhibit 24 to Registrant's
10-Q for the quarter ended March
31, 1998 and is incorporated by
reference as an exhibit hereto.
__________________________
* Page references are based on sequential numbering system.
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