FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998
[ ] 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 O-2666
250 WEST 57TH ST. ASSOCIATES
(Exact name of registrant as specified in its charter)
New York 13-6083380
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)
Registrant's telephone number, including area code (212) 687-8700
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to section 12(g) of the Act:
$3,600,000 of Participations in Joint-Venture Interests
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
reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes [ x ] No [ ]
The aggregate market of the voting stock held by non-affiliates of
the Registrant: Not applicable, but see Items 5 and 10 of this
report.
Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will
not be contained, to the best of Registrant's knowledge, in
definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K.
An Exhibit Index is located on pages 31 through 33 hereof.
Number of pages (including exhibits) in this filing: 49
PART I
Item 1. Business.
(a) General
Registrant is a joint venture which was organized on May
25, 1953. On September 30, 1953, Registrant acquired fee title to
The Fisk Building, 250-264 West 57th Street, New York, New York
(the "Building") and to the land thereunder (the "Property").
Registrant's joint venturers are Peter L. Malkin and Anthony E.
Malkin (individually, a "Joint Venturer" and, collectively, the
"Joint Venturers") each of whom also acts as an agent for holders
of participations in their undivided joint venture interests in
Registrant (each holder of a participation, individually, a
"Participant" and, collectively, the "Participants").
Registrant leases the Property to Fisk Building
Associates (the "Net Lessee"), a partnership, under a long-term
net operating lease dated May 1, 1954 (the "Net Lease"), the
current term of which expires on September 30, 2003. Net Lessee
is a partnership in which Mr. Peter L. Malkin is one of the
Partners. In addition, one of the Joint Venturers is also a
member of the law firm of Wien & Malkin LLP, 60 East 42nd Street,
New York, New York, counsel to Registrant and the Net Lessee
("Counsel"). See Items 10, 11, 12 and 13 hereof for a description
of the on-going services rendered by, and compensation paid to,
Counsel and for a discussion of certain relationships which may
pose actual or potential conflicts of interest among Registrant,
Net Lessee and certain of their respective affiliates.
As of December 31, 1998, the Building was approximately
99.32% occupied by approximately 325 tenants, a majority of whom
are engaged in the practices of law, dentistry and accounting, and
the businesses of publishing, insurance and entertainment.
Registrant does not maintain a full-time staff. See Item 2 hereof
for additional information concerning the Building.
(b) Net Lease
Under the Net Lease, Net Lessee must pay (i) annual
basic rent equal to the sum of $28,000 plus an amount equal to the
rate of constant payments for interest and amortization required
annually under the first mortgage described below (the "Basic
Rent"), and (ii)(A) primary overage rent equal to the lesser of
(1) Net Lessee's net operating income for the lease year or (2)
$752,000 (the "Primary Overage Rent"), and (B) secondary overage
rent equal to 50% of any remaining balance of Net Lessee's net
operating income for such lease year ("Secondary Overage Rent").
Net Lessee is required to make a monthly payment to
Registrant, as an advance against Primary Overage Rent, of an
amount equal to its operating profit for its previous lease year
in the maximum amount of $752,000 per annum. Net Lessee currently
advances $752,000 each year, which permits Registrant to make
regular monthly distributions at 20% per annum on the
Participants' remaining cash investment.
For the lease year ended September 30, 1998, Net Lessee
reported net operating profit of $5,316,127 after deduction of
Basic Rent. Net Lessee paid Primary Overage Rent of $752,000,
together with Secondary Overage Rent of $2,282,064 for the fiscal
year ended September 30, 1998. The Secondary Overage Rent of
$2,282,064 represents 50% of the excess of the net operating
profit of $5,316,127 over $752,000. After the payment of $2,469
for fees and expenses in connection with the August 6, 1997
Consent Solicitation Program and $227,959 to Counsel as an
additional payment for supervisory services, the balance of
$2,051,636 was distributed to the Participants on November 30,
1998.
Secondary Overage Rent income is recognized when earned
from Net Lessee, at the close of the lease year ending September
30. Such income is not determinable until Net Lessee, pursuant to
the Net Lease, renders to Registrant a report on the Net Lessee's
operation of the Property. The Net Lease requires that this
report be delivered to Registrant annually within 60 days after
the end of each such lease year. Accordingly, all Secondary
Overage Rent income and related supervisory service expense can
only be determined after the receipt of such report. The Net
Lease does not provide for the Net Lessee to render interim
reports to Registrant, so no income is reflected for the period
between the end of the lease year and the end of Registrant's
fiscal year. See Note 4 of Notes to Financial Statements filed
under Item 8 hereof (the "Notes") regarding Secondary Overage Rent
payments by Net Lessee for the fiscal years ended December 31,
1998, 1997 and 1996.
The Net Lease provides for one renewal option of 25
years. The Participants in Registrant and the partners in Net
Lessee have agreed to execute three additional 25-year renewal
terms on or before the expiration of the then applicable renewal
term.
(c) Mortgage Loan Refinancing
Effective March 1, 1995, the first mortgage loan on the
Property, in the principal amount of $2,890,758, held by Apple
Bank for Savings ("Apple Bank") was refinanced (the
"Refinancing"). The material terms of the refinanced mortgage
loan (the "Mortgage Loan") are as follows:
(i) a maturity date of June 1, 2000;
(ii) monthly payments of $24,096, aggregating
$289,157 per annum, applied first to interest at the
rate of 9.4% per annum and the balance in reduction of
principal;
(iii) no prepayment until after the third loan
year. Thereafter, a 3% penalty will be imposed in the
fourth loan year and a 2% penalty during the fifth loan
year. No prepayment penalty will be imposed if the
Mortgage Loan is paid in full during the last 90 days of
the fifth loan year; and
(iv) no Partner or Participant will have any
personal liability for principal of, or interest on, the
Mortgage Loan.
(d) Competition
The average annual base rental rate payable to Net
Lessee for leases being done at this time is $29.53 per square
foot (exclusive of electricity charges and escalation). Regis-
trant has been advised that the currently offered average rental
rate is approximately $40 per square foot at one neighboring
office building located at 1775 Broadway (across 57th Street). A
building located at 1780 Broadway, which contains 12 stories and
provides no rear or side window exposure (due to its location in
the middle of the block), offers space at approximately $25 per
square foot. 1776 Broadway, a building which contains 25 stories
and offers approximately the same grade facilities as the
Building, currently offers a rental rate averaging approximately
$34 per square foot.
In the overall rental market for commercial space in
Manhattan, rents range from approximately $51 per square foot on
Fifth Avenue to approximately $25 per square foot in less-
developed industrial and/or commercial areas.
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(e) Tenant Leases
Net Lessee operates the Building free from any federal,
state or local government restrictions involving rent control or
other similar rent regulations which may be imposed upon
residential real estate in Manhattan. Any increase or decrease in
the amount of rent payable by a tenant is governed by the
provisions of the tenant's particular lease. With respect to the
retail leases, the tenants are required to pay electricity charges
and taxes, and some tenants are required to pay cost of living
increases in rent. In one particular instance, percentage rent
was included in the tenant's lease in lieu of cost of living
increases.
Item 2. Properties.
As stated in Item 1 hereof, Registrant owns the Building
located at 250-264 West 57th Street, New York, New York, known as
the "Fisk Building", and the land thereunder. Registrant's fee
title to the Property is encumbered by the Mortgage Loan which, at
December 31, 1998, had an unpaid principal balance of $2,814,822.
For a description of the terms of the Mortgage Loan see Note 3 of
the Notes.
The Building, erected in 1921 and containing 26 floors,
occupies the entire block front on the south side of West 57th
Street between Broadway and Eighth Avenue, New York, New York.
The Building has ten passenger and three freight elevators and is
equipped with a combination of central and individual window unit
air-conditioning.
The Building is net leased to Net Lessee under the Net
Lease. A modification of the Net Lease, effective October 1,
1984, provides for a further renewal term of 25 years, from
October 1, 2003 through September 30, 2028. Registrant and Net
Lessee have agreed to execute separate lease modification
agreements covering three additional 25-year renewal terms on or
before the expiration of the then applicable renewal term. There
is no change in the terms of the Net Lease during the renewal
periods. See Item 1 hereof.
A majority of the Building's tenants are engaged in the
entertainment business, insurance business, publishing, and the
practice of law, accounting and dentistry. In addition, there are
several commercial tenants located on the street level of the
Building, including a restaurant and several retail stores.
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Item 3. Legal Proceedings.
The Property of Registrant is the subject of the
following 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 are
continuing 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.
Item 4. Submission of Matters to a Vote of Participants.
No matters were submitted to the participants during the
last quarter of the period covered by this report.
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PART II
Item 5. Market for Registrant's Common Stock
and Related Security Holder Matters.
Registrant is a joint venture organized pursuant to a
joint venture agreement entered into among various individuals
dated May 1, 1954.
Registrant has not issued any common stock. The
securities registered by it under the Securities Exchange Act of
1934, as amended, consist of participations in the joint venture
interests of the Joint Venturers in Registrant (each,
individually, a "Participation" and, collectively,
"Participations") and are not shares of common stock or their
equivalent. The Participations represent each Participant's
fractional share in the Joint Venturers' undivided interest in
Registrant and are divided approximately equally among the Joint
Venturers. Each unit of the Participations was originally offered
at a purchase price of $5,000; fractional units were also offered
at proportionate purchase prices. Registrant has not repurchased
Participations in the past and it is not likely to change its
policy in the future.
(a) The Participations neither are traded on an
established securities market nor are readily tradable on a
secondary market or the substantial equivalent thereof. Based on
Registrant's transfer records, Participations are sold by the
holders thereof from time to time in privately negotiated
transactions and, in many instances, Registrant is not aware of
the prices at which such transactions occur. Registrant was
advised of 40 transfers of Participations during 1998. In two
instances, the indicated purchase price was equal to approximately
2.3 times the face amount of the Participation transferred, i.e.,
$11,300 for a $5,000 Participation. In three instances, the
indicated purchase price was equal to three times the face amount
of the Participation transferred, i.e., $15,000 for a $5,000
Participation. In all other cases, no consideration was
indicated.
(b) As of December 31, 1998, there were 563 holders of
Participations of record.
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(c) Registrant does not pay dividends. During the
years ended December 31, 1998 and 1997, Registrant made regular
monthly distributions of $83.33 for each $5,000 Participation
($1,000 per annum for each $5,000 Participation). On November 30,
1998 and December 2, 1997, Registrant made additional
distributions for each $5,000 Participation of $2,849 and $1,634,
respectively. Such distributions represented primarily Secondary
Overage Rent payable by Net Lessee. There are no restrictions on
Registrant's present or future ability to make distributions;
however, the amount of such distributions, particularly
distributions of Secondary Overage Rent, depends solely on Net
Lessee's ability to make payments of Basic Rent, Primary Overage
Rent and Secondary Overage Rent to Registrant. (See Item 1
hereof). Registrant expects to make distributions so long as it
receives the payments provided for under the Net Lease. See Item
7 hereof.
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[SELECTED FINANCIAL DATA]
Item 6.
250 WEST 57th ST. ASSOCIATES
SELECTED FINANCIAL DATA
Year ended December 31,
1998 1997 1996 1995 1994
Basic minimum annual rent
income...................$ 317,157 $ 317,157 $ 317,157 $ 331,691 $ 321,486
Primary overage rent
income................... 752,000 752,000 752,000 752,000 752,000
Secondary overage rent
income................... 2,282,064 1,326,984 1,658,477 1,154,342 1,367,772
Total revenue.... .....$3,351,221 $2,396,141 $2,727,634 $2,238,033 $2,441,258
Net income........... ....$2,787,347 $1,909,974 $2,224,320 $1,781,573 $1,944,494
Earnings per $5,000 participation
unit, based on 720 participation
units outstanding during each
year.....................$ 3,871 $ 2,653 $ 3,089 $ 2,474 $ 2,701
Total assets..............$2,212,651* $2,220,481 $2,228,311 $2,236,141$2,209,164
Long-term obligations.....$2,789,171 $2,814,821 $2,838,179 $2,859,449 $2,877,271
Distributions per $5,000
participation unit, based on
720 participation units
outstanding during each year:
Income.................$ 3,850 $ 2,634 $ 3,073 $ 2,415 $ 2,701
Return of capital...... - - - - 9
Total distributions....$ 3,850 $ 2,634 $ 3,073 $ 2,415 $ 2,710
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Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operation.
Registrant was organized solely for the purpose of
owning the Property described in Item 2 hereof subject to a net
operating lease of the Property held by Net Lessee. Registrant is
required to pay, from Basic Rent, the charges on the Mortgage Loan
and amounts for supervisory services, and to then distribute the
balance of such Basic Rent to holders of Participations. Pursuant
to the Net Lease, Net Lessee has assumed responsibility for the
condition, operation, repair, maintenance and management of the
Property. Accordingly, Registrant need not maintain substantial
reserves or otherwise maintain liquid assets to defray any
operating expenses of the Property.
Registrant's results of operations are affected
primarily by the amount of rent payable to it under the Net Lease.
The amounts of Primary Overage Rent and Secondary Overage Rent are
affected by the New York City economy and its real estate market.
It is difficult to forecast the New York City economy and real
estate market over the next few years. The following summarizes
the material factors for the three most recent years affecting
Registrant's results of operations for such periods:
(a) Total income increased for the year ended December 31, 1998
as compared with the year ended December 31, 1997. The
increase resulted from an increase in Secondary Overage Rent
received by Registrant for the lease year ended September 30,
1998 as compared with the lease year ended September 30,
1997. See Note 4 of the Notes. Total income decreased for
the year ended December 31, 1997 as compared with the year
ended December 31, 1996. The decrease resulted from a
decrease in Secondary Overage Rent received by Registrant for
the lease year ended September 30, 1997 as compared with the
lease year ended September 30, 1996. See Note 4 of the
Notes.
(b) Total expenses increased for the year ended December 31, 1998
as compared with the year ended December 31, 1997. The
increase was the result of an increase in supervisory service
expense. See Notes 2b, 3a and 5 of the Notes. Total
expenses decreased for the year ended December 31, 1997 as
compared with the year ended December 31, 1996. The decrease
was the result of a decrease in supervisory service expense
and a decrease in interest on the Mortgage Loan. See Notes
2b, 3a and 5 of the Notes.
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Liquidity and Capital Resources
There has been no significant change in Registrant's
liquidity for the year ended December 31, 1998 as compared with
the year ended December 31, 1997.
Based on the current net profit from the Building and
current trends in the geographic area in which the Property is
located, the value of the Property is estimated to be in excess of
the amount of the Mortgage Loan balance at December 31, 1998.
Consequently, there are no material changes anticipated in the
short-term or long-term financial liquidity position of
Registrant, other than the need to refinance the Mortgage Loan
upon maturity. Registrant foresees no need to make material
commitments for capital expenditures from its own resources while
the Net Lease is in effect.
Inflation
Inflationary trends in the economy do not directly
affect Registrant's operations since Registrant does not actively
engage in the operation of the Property. Inflation may impact the
operations of Net Lessee. Net Lessee is required to pay Basic
Rent, regardless of the results of its operations. Inflation and
other operating factors affect only the amount of Primary and
Secondary Overage Rent payable by Net Lessee, which is based on
Net Lessee's net operating profit.
Item 8. Financial Statements and Supplementary Data.
The financial statements, together with the accompanying
report by, and the consent to the use thereof, of Jacobs Evall &
Blumenfeld LLP immediately following, are being filed in response
to this item.
Item 9. Disagreements on Accounting and Financial Disclosure.
Not applicable.
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PART III
Item 10. Directors and Executive Officers of the Registrant.
Registrant has no directors or officers or any other
centralization of management. There is no specific term of office
for any Joint Venturer in Registrant. The table below sets forth
as to each individual who served as a Joint-Venturer in Registrant
as of December 31, 1998 the following: name, age, nature of any
family relationship with any other Joint Venturer, business
experience during the past five years and principal occupation and
employment during such period, including the name and principal
business of any corporation or any organization in which such
occupation and employment was carried on and the date such
individual became a Joint-Venturer in Registrant:
Date
Principal Individual
Nature of Occupation became
Family Business and Joint
Name Age Relationship Experience Employment Venturer
Peter L. Malkin 65 Father of Attorney-at-Law; Senior Partner 1982
Anthony E. Real Estate Wien & Malkin
Malkin LLP
Anthony E. Malkin 36 Son of President President of 1998
Peter L. of real estate W&M Properties,
Malkin management Inc.
company
As stated in Item 1 hereof, one of the Joint Venturers
is a member of Counsel. See Items 11, 12 and 13 hereof for a
description of the services rendered by, and the compensation paid
to, Counsel and for a discussion of certain relationships which
may pose actual or potential conflicts of interest among
Registrant, Net Lessee and certain of their respective affiliates.
The names of entities which have a class of securities
registered pursuant to Section 12 of the Securities Exchange Act
of 1934 or are subject to the requirements of Section 15(d) of
that Act, and in which the Joint Venturers are also either a
director, joint venturer or general partner are as follows:
Peter L. Malkin is a general partner in Garment Capitol
Associates, 60 East 42nd St. Associates, Navarre-500
Building Associates and Empire State Building
Associates.
Anthony E. Malkin is a general partner in 60 East 42nd
St. Associates.
-11-
Item 11. Executive Compensation.
As stated in Item 10 hereof, Registrant has no directors
or officers or any other centralization of management.
No remuneration was paid during the fiscal year ended
December 31, 1998 by Registrant to any of the Joint Venturers as
such. Registrant pays Counsel, for legal fees and supervisory
services and disbursements: (i) $40,000 per annum (the "Basic
Payment"); and (ii) an additional payment of 10% of all
distributions to Participants in any year in excess of the amount
representing a return to them at the rate of 15% per annum on
their remaining cash investment (the "Additional Payment"). At
December 31, 1998, the Participants' remaining cash investment was
$3,600,000. Of the Basic Payment, $28,000 is payable from Basic
Rent and $12,000 is payable from Primary Overage Rent received by
Registrant. See Item 1 hereof. Pursuant to such fee
arrangements, Registrant paid Counsel $287,959 during the fiscal
year ended December 31, 1998. Registrant also paid professional
fees in the amount of $2,469 in connection with the consent
solicitation program to Counsel. See Item 4. The supervisory
services provided to Registrant by Counsel include legal,
administrative and financial services. The legal and
administrative services include acting as general counsel to
Registrant, maintaining all of its partnership and Participant
records, performing physical inspections of the Building,
reviewing insurance coverage and conducting annual partnership
meetings. Financial services include monthly receipt of rent from
the 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 the Net Lessee and
financial statements audited by and tax information prepared by
Registrants' independent certified public accountant, and
distribution of such materials to the Participants. Counsel also
prepares quarterly, annual and other periodic filings with the
Securities and Exchange Commission and applicable state
authorities.
Item 12. Security Ownership of Certain Beneficial Owners and
Management.
(a) Registrant has no voting securities. See Item 5
hereof. At December 31, 1998, no person owned of record or was
known by Registrant to own beneficially more than 5% of the
outstanding Participations in the undivided Joint Venture
interests in Registrant.
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(b) At December 31, 1998, the Joint Venturers (see Item
10 hereof) beneficially owned, directly or indirectly, the
following Participations in Registrant:
Name & Address Amount of
of Beneficial Beneficial Percent
Title of Class Owners Ownership of Class
Participations Peter L. Malkin $18,333.34 .5093%
in Joint Venture 60 East 42nd Street
Interests New York, NY 10165
At such date, certain of the Partners (or their
respective spouses) held additional Participations as follows:
Anthony E. Malkin owned of record as co-trustee an
aggregate of $8,333 of Participations. Mr. Anthony E.
Malkin disclaims any beneficial ownership of such
Participations.
Isabel Malkin, the wife of Peter L. Malkin, owned
of record and beneficially $70,000 of Participations.
Mr. Malkin disclaims any beneficial ownership of such
Participations.
(c) Not applicable.
Item 13. Certain Relationships and Related Transactions.
(a) As stated in Item 1 hereof, each Joint
Venturer acts as agent for his respective group of Participants.
Mr. Malkin is also a partner in Net Lessee. As a consequence of
one of the two Joint Venturers being a partner in Net Lessee and
one of the two Joint Venturers being a member of Counsel (which
represents Registrant and Net Lessee), certain actual or potential
conflicts of interest may arise with respect to the management and
administration of the business of Registrant. However, under the
respective participating agreements pursuant to which the Joint
Venturers act as agents for the Participants, certain transactions
require the prior consent from Participants owning a specified
interest under the Agreements in order for the agents to act on
their behalf. Such transactions include modifications and
extensions of the Net Lease or the Mortgage Loan, or a sale or
other disposition of the Property or substantially all of
Registrant's other assets.
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Reference is made to Items 1 and 2 hereof for a
description of the terms of the Net Lease between Registrant and
Net Lessee. The respective interest, if any, of each Joint
Venturer in Registrant and in Net Lessee arises solely from
ownership of Participations in Registrant and partnership
interests or participations in Net Lessee. The Joint Venturers
receive no extra or special benefit not shared on a pro rata basis
with all other Participants in Registrant or partners and
participants in Net Lessee. However, Mr. Peter L. Malkin, by
reason of his respective partnership interest in Counsel, is
entitled to receive his pro rata share of any legal fees or other
remuneration paid to Counsel for professional services rendered to
Registrant and Net Lessee. See Item 11 hereof for a description
of the remuneration arrangements between Registrant and Counsel
relating to supervisory services provided by Counsel.
Reference is also made to Items 1 and 10 hereof for a
description of the relationship between Registrant and Counsel of
which one of the Joint Venturers is a member. The respective
interest of the Joint Venturers in any remuneration paid or given
by Registrant to Counsel arose and arises solely from the
ownership of his respective partnership interest therein. See
Item 11 hereof for a description of the remuneration arrangements
between Registrant and Counsel relating to supervisory services
provided by Counsel.
(b) Reference is made to Paragraph (a) above.
(c) Not applicable.
(d) Not applicable.
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PART IV
Item 14. Exhibits, Financial Statement Schedules and
Reports on Form 8-K.
(a)(1) Financial Statements:
Consent of Jacobs Evall & Blumenfeld LLP, Certified
Public Accountants, dated January 31, 1999.
Accountant's Report of Jacobs Evall & Blumenfeld LLP,
Certified Public Accountants, dated January 29, 1999.
Balance Sheets at December 31, 1998 and at December 31,
1997 (Exhibit A).
Statements of Income for the fiscal years ended December
31, 1998, 1997 and 1996 (Exhibit B).
Statement of Partners' Capital Deficit for the fiscal
year ended December 31, 1998 (Exhibit C-1).
Statement of Partners' Capital Deficit for the fiscal
year ended December 31, 1997 (Exhibit C-2).
Statement of Partners' Capital Deficit for the fiscal
year ended December 31, 1996 (Exhibit C-3).
Statements of Cash Flows for the fiscal years ended
December 31, 1998, 1997 and 1996 (Exhibit D).
Notes to Financial Statements for the fiscal years ended
December 31, 1998, 1997 and 1996.
(2) Financial Statement Schedules:
List of Omitted Schedules.
Real Estate and Accumulated Depreciation - December 31,
1998 (Schedule III).
(3) Exhibits: See Exhibit Index.
(b) No report on Form 8-K was filed by Registrant
during the last quarter of the period covered by
this report.
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[LETTERHEARD OF
JACOBS EVALL & BLUMENFELD LLP
CERTIFIED PUBLIC ACCOUNTANTS]
INDEPENDENT ACCOUNTANTS' REPORT
To the participants in 250 West 57th St. Associates
(a Joint Venture)
New York, N. Y.
We have audited the accompanying balance sheets of 250 West
57th St. Associates (the "Company") as of December 31, 1998
and 1997, and the related statements of income, partners'
capital deficit and cash flows for each of the three years in
the period ended December 31, 1998, and the supporting
financial statement schedule as contained in Item 14(a)(2) of
this Form 10-K. These financial statements and schedule
are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial
statements and financial statement schedule based on our
audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.
An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting
principles used and significant estimates made by management,
as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable
basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial
position of 250 West 57th St. Associates as of December 31,
1998 and 1997, and the results of its operations and its cash
flows for each of the three years in the period ended December
31, 1998 in conformity with generally accepted accounting
principles, and the related financial statement schedule, when
considered in relation to the basic financial statements,
presents fairly, in all material respects, the information set
forth therein.
Jacobs Evall & Blumenfeld LLP
Certified Public Accountants
New York, N. Y.
January 29, 1999
-16-
January 31, 1999
250 West 57th St. Associates
New York, N.Y.
We consent to the use of our independent accountants' report
dated January 29, 1999, covering our audits of the
accompanying financial statements of 250 West 57th St.
Associates in connection with and as part of your December 31,
1998 annual report (Form 10-K) to the Securities and Exchange
Commission.
Jacobs Evall & Blumenfeld LLP
Certified Public Accountants
-17-
EXHIBIT A
250 WEST 57th ST. ASSOCIATES
BALANCE SHEETS
A S S E T S
December 31,
1998 1997
Current Assets:
Cash in Fleet Bank................... $ 24,124 $ 24,124
Cash in distribution account held by
Wien & Malkin LLP (Note 10)...... 60,000 60,000
TOTAL CURRENT ASSETS........ 84,124 84,124
Real Estate, at cost:
Property situated at 250-264 West 57th
Street, New York, N. Y. (Notes 2a and 3):
Land............................. 2,117,435 2,117,435
Building......................... $4,940,682 $4,940,682
Less: Accumulated depreciation. 4,940,682 - 4,940,682 -
Building improvements............ 688,000 688,000
Less: Accumulated depreciation. 688,000 - 688,000 -
Tenants' installations and
improvements.................... 249,791 249,791
Less: Accumulated depreciation 249,791 - 249,791 -
Other Assets:
Mortgage refinancing costs (Note 2b) 41,106 41,106
Less: Accumulated amortization.... 30,014 22,184
11,092 18,922
TOTAL ASSETS.................. $2,212,651 $2,220,481
LIABILITIES AND PARTNERS' CAPITAL DEFICIT
Current Liabilities:
Accrued interest payable........... $ 22,049 $ 22,232
Principal payments of first mortgage
payable within one year (Note 3)... 25,650 23,358
TOTAL CURRENT LIABILITIES.... 47,699 45,590
Long-term Liabilities:
Bonds, mortgages and similar debt:
First mortgage payable (Note 3).. $2,814,821 $2,838,179
Less: Current installments shown
above......................... 25,650 23,358
2,789,171 2,814,821
TOTAL LIABILITIES.......... 2,836,870 2,860,411
Partners' Capital Deficit (Exhibit C). (624,219) (639,930)
TOTAL LIABILITIES AND
PARTNERS' CAPITAL DEFICIT.. $2,212,651 $2,220,481
See accompanying notes to financial statements.
-18-
EXHIBIT B
250 WEST 57th ST. ASSOCIATES
STATEMENTS OF INCOME
Year ended December 31,
1998 1997 1996
<C
Revenues:
Rent income, from a
related party (Note 4)....... $3,351,221 $2,396,141 $2,727,634
Expenses:
Interest on mortgage
(Note 3)..................... 265,616 267,721 269,636
Supervisory services, to
a related party (Note 5)..... 287,959 190,708 225,848
Professional fees, to a
related party (Note 6)....... 2,469 19,909 -
Amortization of mortgage
refinancing costs (Note 2b).. 7,830 7,829 7,830
563,874 486,167 503,314
NET INCOME, CARRIED TO
PARTNERS' CAPITAL
DEFICIT (NOTE 9)..... $2,787,347 $1,909,974 $2,224,320
Earnings per $5,000
participation unit, based
on 720 participation units
outstanding during each
year........................... $ 3,871 $ 2,653 $ 3,089
See accompanying notes to financial statements.
-19-
EXHIBIT C-1
250 WEST 57th ST. ASSOCIATES
STATEMENT OF PARTNERS' CAPITAL DEFICIT
YEAR ENDED DECEMBER 31, 1998
Partners' Partners'
capital deficit Share of capital deficit
January 1, 1998 netincome Distributions December 31, 1998
Anthony E. Malkin
Joint Venture #1
(formerly Stanley Katzman
Joint Venture #1).... $ (63,993) $ 278,735 $ 277,164 $ (62,422)
Anthony E. Malkin
Joint Venture #2
(formerly Stanley Katzman
Joint Venture #2).... (63,993) 278,735 277,164 (62,422)
Anthony E. Malkin
Joint Venture #3
(formerly Stanley Katzman
Joint Venture #3).... (63,993) 278,735 277,164 (62,422)
Anthony E. Malkin
Joint Venture #4
(formerly Stanley Katzman
Joint Venture #4).... (63,993) 278,735 277,164 (62,422)
Peter L. Malkin
Joint Venture #1...... (63,993) 278,735 277,164 (62,422)
Peter L. Malkin
Joint Venture #2...... (63,993) 278,735 277,164 (62,422)
Peter L. Malkin
Joint Venture #3...... (63,993) 278,735 277,163 (62,421)
Peter L. Malkin
Joint Venture #4....... (63,993) 278,734 277,163 (62,422)
Peter L. Malkin
Joint Venture #5....... (63,993) 278,734 277,163 (62,422)
Peter L. Malkin
Joint Venture #6....... (63,993) 278,734 277,163 (62,422)
$(639,930) $2,787,347 $2,771,636 $(624,219)
See accompanying notes to financial statements.
-20-
EXHIBIT C-2
250 WEST 57th ST. ASSOCIATES
STATEMENT OF PARTNERS' CAPITAL DEFICIT
YEAR ENDED DECEMBER 31, 1997
Partners' Partners'
capital deficit Share of capital deficit
January 1, 1997 net income Distributions December 31, 1997
Stanley Katzman
Joint Venture #1..... (65,354) 190,998 189,637 (63,993)
Stanley Katzman
Joint Venture #2...... (65,354) 190,997 189,636 (63,993)
Stanley Katzman
Joint Venture #3...... (65,353) 190,997 189,637 (63,993)
Stanley Katzman
Joint Venture #4...... (65,354) 190,997 189,636 (63,993)
Peter L. Malkin
Joint Venture #1..... (65,354) 190,997 189,636 (63,993)
Peter L. Malkin
Joint Venture #2...... (65,353) 190,997 189,637 (63,993)
Peter L. Malkin
Joint Venture #3
(formerly
Ralph W. Felsten
Joint Venture #1).... (65,354) 190,998 189,637 (63,993)
Peter L. Malkin
Joint Venture #4
(formerly
Ralph W. Felsten
Joint Venture #2).... (65,354) 190,998 189,637 (63,993)
Peter L. Malkin
Joint Venture #5
(formerly
Ralph W. Felsten
Joint Venture #3).... (65,354) 190,998 189,637 (63,993)
Peter L. Malkin
Joint Venture #6
(formerly
Ralph W. Felsten
Joint Venture #4).... (65,353) 190,997 189,637 (63,993)
$(653,537) $1,909,974 $1,896,367 $(639,930)
See accompanying notes to financial statements.
-21-
EXHIBIT C-3
250 WEST 57th ST. ASSOCIATES
STATEMENT OF PARTNERS' CAPITAL DEFICIT
YEAR ENDED DECEMBER 31, 1996
Partners' Partners'
capital deficit Share of capital deficit
January 1, 1996 net income Distributions December 31, 1996
Ralph W. Felsten
Joint Venture #1... $ (66,523) $ 222,432 $ 221,263 $ (65,354)
Ralph W. Felsten
Joint Venture #2... (66,523) 222,432 221,263 (65,354)
Ralph W. Felsten
Joint Venture #3..... (66,523) 222,432 221,263 (65,354)
Ralph W. Felsten
Joint Venture #4..... (66,523) 222,432 221,262 (65,353)
Stanley Katzman
Joint Venture #1..... (66,523) 222,432 221,263 (65,354)
Stanley Katzman
Joint Venture #2..... (66,523) 222,432 221,263 (65,354)
Stanley Katzman
Joint Venture #3..... (66,522) 222,432 221,263 (65,353)
Stanley Katzman
Joint Venture #4..... (66,523) 222,432 221,263 (65,354)
Peter L. Malkin
Joint Venture #1..... (66,523) 222,432 221,263 (65,354)
Peter L. Malkin
Joint Venture #2..... (66,522) 222,432 221,263 (65,353)
$(665,228) $2,224,320 $2,212,629 $(653,537)
See accompanying notes to financial statements.
-22-
EXHIBIT D
250 WEST 57th ST. ASSOCIATES
STATEMENTS OF CASH FLOWS
Year ended December 31,
1998 1997 1996
Cash flows from operating activities:
Net income.................. $ 2,787,347 $ 1,909,974 $ 2,224,320
Adjustments to reconcile net income
to cash provided by operating
activities:
Amortization.............. 7,830 7,829 7,830
Change in accrued interest payable. (183) (167) (152)
Net cash provided by
operating activities... 2,794,994 1,917,636 2,231,998
Cash flows from financing activities:
Cash distributions.............. (2,771,636) (1,896,367) (2,212,629)
Principal payments on
long-term debt............... (23,358) (21,270) (19,369)
Net cash used in financing
activities............. (2,794,994) (1,917,637) (2,231,998)
Net change in cash...... - (1) -
Cash, beginning of year............. 84,124 84,125 84,125
CASH, END OF YEAR........$ 84,124 $ 84,124 $ 84,125
Supplemental disclosures of cash flow information:
Year ended December 31,
1998 1997 1996
Cash paid for:
Interest..................... $ 265,799 $ 267,888 $ 269,788
See accompanying notes to financial statements.
-23-
250 WEST 57th ST. ASSOCIATES
NOTES TO FINANCIAL STATEMENTS
1. Business Activity
250 West 57th Street Associates (the "Company") is a joint venture which
owns commercial property situated at 250 West 57th Street, New York,
New York, known as the "Fisk Building". The property is net leased to
Fisk Building Associates (the "Lessee").
2. Summary of Significant Accounting Policies
a. Real Estate and Depreciation:
Land and building:
The basis for building valuation was seventy per cent (70%) of the
total purchase price in 1953 of the land and building, $7,058,117,
which amounts to $4,940,682. The balance of the purchase price,
$2,117,435, was allocated to land cost. The seventy per cent
allocation of total cost to the building was based upon the
percentage of assessed valuation of the building to the total
assessed valuation on the land and building at the time of
acquisition.
The building, building improvements and tenants installations and
improvements are fully depreciated.
b. Mortgage Refinancing Costs, Amortization and Related Party
Transactions:
Mortgage refinancing costs include charges incurred in connection
with the 1995 modification of the first mortgage (see Note 3b); such
charges include $17,754 paid to the firm of Wien & Malkin LLP, a
related party.
Mortgage refinancing costs are being amortized ratably over the
extended term of the first mortgage, from March 1, 1995 through
June 1, 2000.
c. Use of Estimates:
In preparing financial statements in conformity with generally
accepted accounting principles, management often makes estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities
at the date of the financial statements, as well as the reported
amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
-24-
250 WEST 57th ST. ASSOCIATES
NOTES TO FINANCIAL STATEMENTS
(continued)
3. First Mortgage Payable
Effective March 1, 1995, the first mortgage, held by Apple Bank for
Savings and having a balance of $2,890,758, was modified and extended
to mature on June 1, 2000, when the principal balance will be
$2,777,754. Annual mortgage charges are $289,157, payable in equal
monthly installments, applied first to interest at the rate of 9.4% per
annum and the balance to principal.
Principal payments required to be made on long-term debt are as follows:
Year ending December 31,
1999............................... $ 25,650
Through June 1, 2000............... 2,789,171
$2,814,821
The real estate is pledged as collateral for the first mortgage.
4. Related Party Transactions - Rent Income
Rent income earned during the year ended December 31, 1998, 1997 and
1996, totaling $3,351,221, $2,396,141 and $2,727,634, respectively,
constitutes the basic minimum annual rental plus overage rent under an
operating lease dated September 30, 1953 (as modified June 12, 1961,
June 10, 1965, May 1, 1975 and October 1, 1984) with the Lessee,
consisting of the following:
Year ended December 31,
1998 1997 1996
Basic minimum annual rent... $ 317,157 $ 317,157 $ 317,157
Primary overage rent........ 752,000 752,000 752,000
Secondary overage rent...... 2,282,064 1,326,984 1,658,477
$3,351,221 $2,396,141 $2,727,634
The lease modification dated October 1, 1984 provides for rent income
until September 30, 2003, as follows:
A) A basic annual rent equal to the sum of $28,000 plus current
mortgage requirements for interest and amortization. Upon any further
refinancing of the first mortgage (Note 3), the annual basic rent will
be modified and will be equal to the sum of $28,000 plus an amount
equal to the rate of constant payments for interest and amortization
required annually under any such first mortgage immediately subsequent
to refinancing computed on the principal balance of the mortgage
immediately prior to such refinancing;
-25-
250 WEST 57th ST. ASSOCIATES
NOTES TO FINANCIAL STATEMENTS
(continued)
4. Related Party Transactions - Rent Income (continued)
B)A primary overage rent equal to the lesser of $752,000 per annum for
each year ending September 30th, or the lessee's defined net operating
profit for its lease year ending September 30th after deduction of
basic rent and advances previously paid on account of primary overage
rent; and
C)A secondary overage rent consisting of 50% of any remaining balance of
the lessee's defined net operating profit (after payment of basic rent
and primary overage rent) for its lease year ending September 30th.
Primary overage rent has been billed to and advanced by the Lessee in
equal monthly installments of $62,667. While it is not practicable to
estimate that portion of overage rent for the lease year ending on the
ensuing September 30th which would be allocable to the current three
month period ending December 31st, the Company's policy is to include
in its income each year the advances of primary overage rent income
received from October 1st to December 31st.
No other overage rent is accrued by the Company for the period between
the end of the Lessee's lease year ending September 30th and the end
of the Company's fiscal year ending December 31st.
In 1978, the Lessee exercised its option to renew the lease for a
twenty-five year period from October 1, 1978 through September 30,
2003 on the same terms as provided during the balance of the initial
period. The lease modification effective October 1, 1984 provides
for an option for one renewal term of 25 years commencing October 1,
2003. The terms of the lease remain the same during the renewal period.
The Lessee may surrender the lease at the end of any month, upon sixty
days' prior written notice; the liability of the Lessee will end on the
effective date of such surrender.
A partner in the Company is also a partner in the Lessee.
5. Related Party Transactions - Supervisory Services
Fees for supervisory services (including disbursements and cost of
regular accounting services) during the years ended December 31, 1998,
1997 and 1996, totaling $287,959, $190,708 and $225,848, respectively,
were paid to the firm of Wien & Malkin LLP. Some members of that firm
are partners in the Company. Fees for supervisory services are paid
pursuant to an agreement, which amount is based on a rate of return of
investment achieved by the participants of the Company each year.
6. Related Party Transactions - Professional Fees
Professional fees (including disbursements) during the year ended
December 31, 1998 and 1997, totaling $2,469 and $19,909, respectively,
were paid to the firm of Wien & Malkin LLP, a related party.
-26-
250 WEST 57th ST. ASSOCIATES
NOTES TO FINANCIAL STATEMENTS
(continued)
7. Number of Participants
There were approximately 550 participants in the various joint ventures
as of December 31, 1998, 1997 and 1996.
8. Determination of Distributions to Participants
Distributions to participants during each year represent mainly the
excess of rent income received over the mortgage requirements and cash
expenses.
9. Distributions and Amount of Income per $5,000 Participation Unit
Distributions and amount of income per $5,000 participation unit during
the years 1998, 1997 and 1996, based on 720 participation units
outstanding during each year, totaled $3,850, $2,634 and $3,073,
respectively. All distributions consisted of income only.
Net income is computed without regard to income tax expense since the
Company does not pay a tax on its income; instead, any such taxes are
paid by the participants in their individual capacities.
10. Concentration of Credit Risk
The Company maintains cash balances in a bank and in a distribution
account held by Wien & Malkin LLP. The bank balance is insured by the
Federal Deposit Insurance Corporation up to $100,000, and at December
31, 1998 was completely insured. The distribution account held by
Wien & Malkin LLP is not insured. The funds held in the distribution
account were paid to the participants on January 1, 1999.
-27-
250 WEST 57th ST. ASSOCIATES
OMITTED SCHEDULES
The following schedules have been omitted as not applicable in the
present instance:
SCHEDULE I - Condensed financial information of registrant.
SCHEDULE II - Valuation and qualifying accounts.
SCHEDULE IV - Mortgage loans on real estate.
-28-
SCHEDULE III
250 WEST 57th ST. ASSOCIATES
Real Estate and Accumulated Depreciation
December 31, 1998
Column
A Description Office building and land located at
250-264 West 57th Street, New York,
New York, known as the "Fisk
Building".
B Encumbrances Apple Bank for Savings
Balance at December 31, 1998.......................... $2,814,821
C Initial cost to company
Land.................................................. $2,117,435
Building.............................................. $4,940,682
D Costs capitalized subsequent to acquisition
Improvements.......................................... $ 937,791
Carrying costs........................................ $ NONE
E Gross amount at which carried at
close of period
Land.................................................. $2,117,435
Building and Improvements............................. 5,878,473
Total.................................................. $7,995,908(a)
F Accumulated depreciation................................. $5,878,473(b)
G Date of construction 1921
H Date acquired September 30, 1953
I Life on which depreciation in latest
income statements is computed Not applicable
(a)There have been no changes in the carrying value of real estate for the
years ended December 31, 1998, December 31, 1997 and December 31, 1996.
The costs for federal income tax purposes are the same as for financial
statement purposes.
(b)Accumulated depreciation
Balance at January 1, 1996 $5,878,473
Depreciation:
F/Y/E 12/31/96 None
12/31/97 None
12/31/98 None None
Balance at December 31, 1998 $5,878,473
-29-
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) 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
Joint Venturers in Registrant, pursuant to a Power of Attorney,
dated March 29, 1996 and May 14, 1998 (collectively, the "Power").
250 WEST 57TH ST. ASSOCIATES
(Registrant)
By /s/ Stanley Katzman
Stanley Katzman, Attorney-in-Fact*
Date: April 15, 1999
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 Joint Venturers in Registrant,
pursuant to the Power, on behalf of the Registrant and as a Joint
Venturer in Registrant on the date indicated.
By /s/ Stanley Katzman
Stanley Katzman, Attorney-in-Fact*
Date: April 15, 1999
________________________
* Mr. Katzman supervises accounting functions for Registrant.
-30-
EXHIBIT INDEX
Number Document Page*
3(a) Registrant's Joint Venture Agreement, dated
May 25, 1953, which was filed as Exhibit No.
3(a) to Registrant's Registration Statement on
Form S-1 (the "Registration Statement"), is
incorporated by reference as an exhibit
hereto.
3(b) Amended Business Certificate of Registrant
filed with the Clerk of New York County on
July 24, 1998 reflecting a change in the
Partners of Registrant which was filed as
Exhibit 3(b) to Registrant's Amended Quarterly
Report on 10-Q for the period ended September
30, 1998 and is incorporated by reference as
an exhibit hereto.
3(c) Registrant's Memorandum of Agreement among
Joint Venturers in 250 West 57th St.
Associates, dated June 9, 1953, filed as
Exhibit 1 to the Registration Statement, is
incorporated by reference as an exhibit
hereto.
4 Registrant's form of Participation Agreement,
which was filed as Exhibit No. 4(a) to the
Registration Statement, is incorporated by
reference as an exhibit hereto.
_______________________
* Page references are based on a sequential numbering system
-31-
10(a) Net Lease between Registrant and Fisk Building
Associates dated September 30, 1957, which was
filed as Exhibit No. 2(d) to the Registration
Statement, is incorporated by reference as an
exhibit hereto.
10(b) Modification of Net Lease dated November 10,
1961, was filed by letter dated November 21,
1961 as Exhibit B to Registrant's Statement of
Registration on Form 8-K for the month of
October, 1961, is incorporated by reference as
an exhibit hereto.
10(c) Second Modification Agreement of Net Lease
dated June 10, 1965, between Registrant and
Fisk Building Associates which was filed by
letter dated December 29, 1981 as Exhibit
10(c) to Registrant's Annual Report on Form
10-K for the year ended September 30, 1981 is
incorporated by reference as an exhibit
hereto.
10(d) Fourth Lease Modification Agreement dated
November 12, 1985 between Registrant and Fisk
Building Associates, which was filed by letter
dated January 13, 1986 as Exhibit 10(g) to
Registrant's Annual Report on Form 10-K for
the year ended, September 30, 1985, is
incorporated herein by reference as an exhibit
hereto.
10(e) Modification of Mortgage dated as of March 1,
1995 between Registrant and the Apple Bank for
Savings, which was filed on March 30, 1995 as
Exhibit 10(e) to Registrant's Annual Report on
Form 10-K, is incorporated herein by reference
as an exhibit hereto.
13(a) Letter to Participants dated February 16, 1999
and supplementary financial reports for the
fiscal year ended December 31, 1998. The
foregoing material shall not be deemed "filed"
with the Commission or otherwise subject to
the liabilities of Section 18 of the
Securities Exchange Act of 1934.
_______________________
* Page references are based on a sequential numbering system
-32-
13(b) Letter to Participants dated November 30, 1998
and supplementary financial reports for the
lease year ended September 30, 1998. The
foregoing material shall not be deemed "filed"
with the Commission or otherwise subject to
the liabilities of Section 18 of the
Securities Exchange Act of 1934.
24 Power of Attorney dated March 29, 1996 and May
14, 1998 between Partners of Registrant and
Stanley Katzman and Richard A. Shapiro,
attached as Exhibit 24 to Registrant's 10-Q
for the quarter ended March 31, 1998, and
incorporated herein by reference as an exhibit
hereto.
27 Financial Data Schedule of Registrant for
fiscal year ended December 31, 1998.
_______________________
* Page references are based on a sequential numbering system
-33-