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 0-2666
250 WEST 57th ST. ASSOCIATES
(Exact name of registrant as specified in its charter)
A New York Partnership 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)
(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 17 of this Report. Number of pages
(including exhibits) in this filing: 17
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
250 West 57th 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) $ 138,443 $ 104,707 $ 415,328 $ 309,613
Advance of primary
overage rent, from a
related party (Note B) 188,000 188,000 564,000 564,000
Secondary overage rent,
from a related party
(Note B) 2,732,389 2,525,723 2,732,389 2,525,723
Dividend income 1,199 2,515 4,578 31,607
Interest income 10,049 -0- 44,657 -0-
---------- ---------- ---------- ----------
Total income 3,070,080 2,820,945 3,760,952 3,430,943
---------- ---------- ---------- ----------
Expenses:
Interest on mortgage 131,443 90,520 394,328 267,564
Supervisory services, to a
related party (Note C) 288,239 272,572 318,239 302,572
Special fees, to a
related party (Note D) -0- -0- 530 74,660
Depreciation of improvements 5,917 -0- 17,751 -0-
Amortization of mortgage
refinancing costs 25,630 8,610 76,890 51,334
Miscellaneous expense 23 -0- 23 -0-
---------- ---------- ---------- --------
Total expenses 451,252 371,702 807,761 696,130
---------- ---------- ---------- --------
Net Income $2,618,828 $2,449,243 $2,953,191 $2,734,813
========== ========== ========== ==========
Earnings per $5,000
participation unit,
based on 720 participation
units outstanding
during the period $ 3,637.26 $ 3,401.73 $ 4,101.65 $ 3,798.35
========== ========== ========== ==========
Distributions per $5,000
participation unit
consisted of the following:
Income $ 250.00 $ 250.00 $ 750.00 $ 750.00
---------- ---------- ---------- ---------
Total distributions $ 250.00 $ 250.00 $ 750.00 $ 750.00
========== ========== ========== ==========
At September 30, 2001 and 2000, there were $3,600,000 of participation
units outstanding.
See notes to the condensed financial statements.
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250 West 57th St. Associates
Condensed Balance Sheets
(Unaudited)
Assets September 30, 2001 December 31, 2000
Current assets:
Cash $ 1,243,573 $ 1,799,790
Fidelity U.S. Treasury
Income Portfolio 67,086 139,008
Additional rent due from
Fisk Building Associates 2,732,389 -0-
Rent Receivable 62,667 -0-
---------- -----------
Total current assets 4,105,715 1,938,798
---------- -----------
Real estate, at cost:
Property situated at 250-264 West
57th Street, New York, New York:
Land 2,117,435 2,117,435
---------- -----------
Building and Building Improvements 6,551,682 5,628,682
Less: Accumulated depreciation 5,646,433 5,628,682
---------- -----------
905,249 -0-
---------- -----------
Tenants' installations and
improvements 249,791 249,791
Less: Accumulated amortization 249,791 249,791
---------- -----------
-0- -0-
---------- -----------
Building improvements, construction
in progress 2,756,983 2,198,805
---------- -----------
Other assets:
Mortgage refinancing costs 516,617 516,549
Less: Accumulated amortization 89,447 12,557
---------- -----------
427,170 503,992
---------- -----------
Total assets $10,312,552 $ 6,759,030
========== ===========
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250 West 57th St. Associates
Condensed Balance Sheets
(Unaudited)
(CONTINUED)
Liabilities and Capital September 30, 2001 December 31, 2000
(Deficit) :
Current liabilities :
Due to Fisk Building Associates,
a related party $1,284,157 $ 417,065
Accrued expenses 43,814 43,814
Accrued supervisory services,
to a related party (Note C) 273,239 -0-
---------- -----------
Total current liabilities 1,601,210 460,879
Long-term Liabilities :
First mortgage payable (Note B) 7,000,000 7,000,000
--------- ---------
Total liabilities 8,601,210 7,460,879
Capital(deficit):
September 30, 2001 1,711,342 -0-
December 31, 2000 -0- (701,849)
---------- -----------
Total liabilities and
capital (deficit) :
September 30, 2001 $10,312,552
December 31, 2000 ========== $ 6,759,030
==========
See notes to the condensed financial statements.
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250 West 57th St. Associates
Statements of Partners' Capital (Deficit)
(Unaudited)
For the Nine For the Year
Months Ended Ended
September 30, 2001 December 31, 2000
Capital (deficit):
January 1, 2001 $ (701,849)
January 1, 2000 $ (661,244)
Add, Net income:
January 1, 2001 through
September 30, 2001 2,953,191 -0-
January 1, 2000 through
December 31, 2000 -0- 2,952,546
---------- -----------
2,251,342 2,291,302
---------- -----------
Less Distributions:
Distribution, November 30, 2000
of Secondary Overage Rent for
the lease year ended
September 30, 2000 -0- 2,273,151
Distributions January 1, 2001
through September 30, 2001 540,000 -0-
Distributions January 1, 2000
through December 31, 2000 -0- 720,000
---------- -----------
540,000 2,993,151
---------- -----------
Capital (deficit):
September 30, 2001 $ 1,711,342
December 31, 2000 ========== $ (701,849)
===========
See notes to condensed financial statements.
-4-
250 West 57th St. Associates
Condensed Statements of Cash Flows
(Unaudited)
For the Nine Months
Ended September 30,
2001 2000
Cash flows from operating activities:
Net income $ 2,953,191 $2,734,814
Adjustments to reconcile net
income to net cash provided
by operating activities:
Depreciation of improvements 17,751 -0-
Amortization of mortgage
refinancing costs 76,890 51,334
Change in rent receivable (62,667) -0-
Change in accrued interest payable -0- (255)
Change in accrued expenses 273,239 257,572
Change in additional rent due from
Fisk Building Associates (2,732,389) (2,513,888)
Increase in mortgage refinancing
costs (68) (100)
----------- ----------
Net cash provided by operating
activities 525,947 529,477
---------- ----------
Cash flows from investing activities:
Improvements in progress (614,086) (1,245,467)
----------- ----------
Net cash used in investing
activities (614,086) (1,245,467)
----------- ----------
Cash flows from financing activities:
Cash distributions (540,000) (540,000)
Principal payments on long-term debt -0- (20,876)
----------- ----------
Net cash used in
financing activities (540,000) (560,876)
----------- ----------
Net decrease in cash (628,139) (1,276,866)
Cash and Cash equivalents,
beginning of period 1,938,798 1,474,005
----------- ----------
Cash and Cash equivalents,
end of period $ 1,310,659 $ 197,139
=========== ==========
Cash paid for:
Interest $ 394,328 $ 267,817
=========== ==========
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250 West 57th St. Associates
Condensed 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 $867,092 $428,129
======== ========
See notes to condensed financial statements.
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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.
Note B - Interim Period Reporting
Registrant is a New York joint venture which was organized on
May 25, 1953. On September 30, 1953, Registrant acquired fee title to
the "Fisk Building" (the "Building") and the land located thereunder at
250-264 West 57th Street, New York, New York (collectively, the
"Property"). Registrant's joint venturers are Peter L. Malkin and
Anthony E. Malkin (the "Joint Venturers"), each of whom also acts as an
agent for holders of participations in their undivided joint venture
interests in Registrant (the "Participants").
Registrant leases the Property to Fisk Building Associates
(the "Net Lessee"), under a long-term net operating lease (the "Net
Lease"), the current term of which expires on September 30, 2003. Net
Lessee is a New York partnership in which Trusts created by Peter L.
Malkin for family members are beneficial owners of an interest in the
Net Lessee. In addition, one of the Joint Venturers is also a member
of Wien & Malkin LLP, 60 East 42nd Street, New York, New York, which
provides supervisory and other services to Registrant and Net Lessee
("Supervisor"). See Note C of this Item 1 ("Note C").
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Under the net lease, effective May 1, 1975, between 250 West
57th St. Associates, as lessor, and Fisk Building Associates, as
lessee, basic rent was equal to mortgage principal and interest
payments plus $28,000 payable to Wien & Malkin LLP for supervisory
services. The lease modification dated November 17, 2000 between 250
West 57th St. Associates, as lessor, and Fisk Building Associates, as
lessee, provides that the basic rent will be equal to the sum of
$28,000 plus the installment payments for interest and amortization
( not including any balloon payment due at maturity ) required annually
under the new $15,500,000 first mortgage loan ( the "First Mortgage")
from Emigrant Savings Bank. Basic rent is payable in monthly
installments on the first day of each calendar month in an amount equal
to $2,333.33 plus the projected debt service due on the First Mortgage
on the first day of the ensuing calendar month ( with a reconciliation
to be made as soon as practicable thereafter ): provided, however, that
basic rent due on December 1, 2000 shall include interest prepaid at
the closing of the First Mortgage or accrued thereafter. Basic rent
shall be adjusted on a dollar-for-dollar basis by changes in the annual
debt service on the First Mortgage.
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 original
cash investment.
For the lease year ended September 30, 2001, Net Lessee
reported net operating profit of $6,343,859 after deduction of Basic
Rent. Net Lessee paid Primary Overage Rent of $752,000, together with
Secondary Overage Rent of $2,732,389 for the fiscal year ended
September 30, 2001. The Secondary Overage Rent of $2,732,389
represents 50% of the excess of the net operating profit of $6,343,859
over $752,000 less $63,541 representing interest earned and retained by
Registrant on funds borrowed for the improvement program. After
deducting $273,239 to Supervisor as an additional payment for
supervisory services, the balance of $2,459,150 will be distributed to
the Participants on November 30, 2001.
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 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.
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The Net Lease provides for one renewal option of 25 years.
The Participants in Registrant have consented to the granting of
options to the Net Lessee to extend the Net Lease for three additional
25-year renewal terms on or before the expiration of the then
applicable renewal term.
Effective November 17, 2000, a new first mortgage was placed
on the property with Emigrant Savings Bank in the amount of
$15,500,000. The Mortgage matures on December 1, 2005. At the closing,
the amount of $7,000,000 was advanced to pay off the existing first and
second mortgages held by Apple Bank for Savings and to pay for closing
and related costs and the costs of improvements made to the property.
The balance of the first mortgage loan will be advanced in stages
through May 31, 2003 to pay for additional improvements to the
property.
Monthly payments under the mortgage are interest only. Amounts
advanced at the closing bear interest at the rate of 7.511% throughout
the term of the mortgage. Amounts advanced after the closing will bear
interest at a floating rate equal to 1.65 percentage points above 30,
60, 90, 180 or 360 day LIBOR or the yield on 30-day U.S. Treasury
Securities, as selected by Associates.
On June 1, 2003 the interest rate on all amounts advanced
following the closing will be converted to a fixed rate equal to 1.65
percentage points above the then-current yield on U.S. Treasury
Securities having the closest maturity to December 1, 2005.
The mortgage may be prepaid at any time, in whole only, upon
payment of a prepayment penalty based on a yield maintenance formula.
There will be no prepayment penalty if the mortgage is paid in full
during the last 90 days of the term thereof.
Note C - Supervisory Services
Registrant pays Supervisor for special services at hourly
rates and supervisory services and disbursements. The supervisory fees
are $40,000 per annum (the "Basic Payment") plus 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
September 30, 2001, 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.
No remuneration was paid during the nine month period ended
September 30, 2001 by Registrant to either of the Joint Venturers as
such. Pursuant to the fee arrangements described herein, Registrant
also paid Supervisor $30,000 of the Basic Payment and $15,000 on
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account of the Additional Payment for the nine month period ended
September 30, 2001.
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 Net Lease between Registrant and Net
Lessee. The respective interests, if any, of each Joint Venturer in
Registrant and in Net Lessee arise solely from such person's ownership
of participations in Registrant and partnership interests or
participations in Net Lessee. The Joint Venturers as such receive no
extra or special benefit not shared on a pro rata basis with all other
Participants in Registrant or partners in Net Lessee. However, one of
the Joint Venturers, by reason of his interests in Supervisor, may
receive income attributable to supervisory, service, legal or other
remuneration paid to Supervisor for legal services rendered to
Registrant and Net Lessee.
As of September 30, 2001, certain of the Joint Venturers in
Registrant held additional Participations as follows:
Anthony E. Malkin owned of record as trustee, but not
beneficially, $8,333 of Participations. Anthony E. Malkin
disclaims any beneficial ownership of such Participations.
Entities for the benefit of members of Peter L. Malkin's
family owned of record and beneficially $88,333 of
Participations. Mr. Malkin disclaims any beneficial ownership
of such Participations, except that trusts related to such
entities are required to complete scheduled payments to Mr.
Malkin.
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Note D - Special Fees
During the nine months ended September 30, 2001, special fees
totaling $530 (computed on an hourly basis for special services) were
paid to the firm of Wien & Malkin LLP, a related party. Special fees of
$74,660 for the nine months ended September 30, 2000 included payment
to Wien & Malkin LLP, a related party, of $68,560.
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.
Registrant was organized solely for the purpose of owning the
Property 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 then to
distribute the balance of such Basic Rent to holders of Participations.
See Note C. Pursuant to the Net Lease, Net Lessee has assumed sole
responsibility for the condition, operation, repair, maintenance and
management of the Property. Accordingly, Registrant is not required to
maintain substantial 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 rental market. It is difficult
to forecast the New York City economy and real estate market over the
next few years.
Registrant does not pay dividends. During the nine month
period ended September 30, 2001, 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, 2001, Registrant will
make an additional distribution of $3,415 for each $5,000
participation. Such distribution represents the balance of Secondary
Overage Rent paid by Net Lessee in accordance with the terms of the Net
Lease after deducting the Additional Payment to Supervisor. See Notes
B and C. There are no restrictions on Registrant's present or future
ability to make distributions; however, the amount of such
distributions depends solely on the ability of Net Lessee to make
monthly payments of Basic Rent, Primary Overage Rent and Secondary
Overage Rent to Registrant in accordance with the terms of the Net
Lease. Registrant expects to make distributions so long as it receives
the payments provided for under the Net Lease. See Note B.
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The following summarizes with respect to the current period
and corresponding period of the previous year, the material factors
affecting 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 basic rent and an
increase in Secondary Overage Rent payable by the Net
Lessee for the lease year ended September 30, 2001,
as compared with the lease year ended September 30,
2000 and interest and dividend income earned.
Total expenses increased for the nine month period
ended September 30, 2001, as compared to the nine
month periods ended September 30, 2000. Such
increase was the result of an increase in the
additional payment for supervisory services due to
increased Secondary Overage Rent, an increase in
interest expense on the mortgage, an increase in
amortization of mortgage refinancing costs and
depreciation and a decrease in professional fees for
the nine month period ended September 30, 2001 as
compared with the nine month period ended September
30, 2000.
Liquidity and Capital Resources
Registrant's liquidity has changed significantly for the nine
month period ended September 30, 2001, as compared with the nine month
period ended September 30, 2000, as a result of a new mortgage placed
on the property in November, 2000, and Registrant may from time to time
establish a reserve for contingent or unforeseen liabilities.
No amortization payments are due under the Mortgage 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.
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.
-12-
Inflation
Registrant believes 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.
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PART II. OTHER INFORMATION
Item 1. 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 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.
-14-
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.
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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.
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 Powers 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: 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 Joint Venturers 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.
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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 effective as of April 15,
1998, which was filed as Exhibit 3(b)
to Registrant's 10-Q-A for the quarter
ended September 30, 1998 and is
incorporated by reference as an
exhibit hereto.
24 Powers of Attorney dated March 29,
1996 and May 14, 1998 between Partners
in Registrant and Stanley Katzman and
Richard A. Shapiro, which was filed as
Exhibit 24 to Registrant's 10-Q for
the quarter ended June 30, 1998 and is
incorporated by reference as an
exhibit hereto.
_______________________________
* Page references are based on sequential numbering system.
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