SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported) October 22, 1998
1626 New York Associates Limited Partnership
(Exact Name of Registrant as Specified in Its Charter)
Massachusetts
(State or Other Jurisdiction of Incorporation)
0-13500 04-2808184
(Commission File Number) (I.R.S. Employer Identification No.)
One International Place, Boston, Massachusetts 02110
(Address of Principal Executive Offices) (Zip Code)
(617) 330-8600
(Registrant's Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Item 2. Acquisition or Disposition of Assets
In order to settle the default on the mortgage debt encumbering the
properties located at 535 Fifth Avenue, 545 Fifth Avenue and 757 Third Avenue,
New York, New York, 535 Fifth Avenue LLC, 545 Fifth Avenue LLC, 757 Third
Avenue LLC, 509 Fifth Avenue LLC and 300 Park Avenue South LLC, entities in
which the Registrant indirectly holds a 99% economic interest, entered into a
settlement agreement dated October 22, 1998 with Westhill Equities LLC, Zeus
Property LLC and Isaac Asset LLC (collectively, the "Lender") pursuant to
which (1) the properties at 535 Fifth Avenue and 545 Fifth Avenue were
conveyed to a designee of Lender in satisfaction of the mortgage debt
encumbering these properties, (2) the mortgage debt encumbering the property
at 757 Third Avenue (the "Remaining Property") was modified to extend its
maturity to February, 1999 and as otherwise described below, (3) with the
consent of Solomon Brothers Realty Corp. ("SBRC"), the lender holding the
mortgage debt on the properties at 509 Fifth Avenue and 300 Park Avenue South,
New York, New York, and Lender with respect to its rights as pledgee of all
the membership interests in 509 Fifth Avenue LLC and 300 Park Avenue South LLC
(the "Pledged Collateral") securing that $10,000,000 promissory note ("19 NY
Note") dated February 28, 1996, by Nineteen New York Property Limited
Partnership (the "Operating Partnership"), the properties at 509 Fifth Avenue
and 300 Park Avenue South were conveyed to a designee of Lender, subject to
existing mortgage debt held by SBRC, and (4) the holder of the 19 NY Note
released its lien on the Pledged Collateral and such holder accepted as
substitute collateral to secure the 19 NY Note the managing member's interest
in 757 Third Avenue LLC (the "Remaining Company"). As a result of the
foregoing, the sole remaining asset of the Operating Partnership is its direct
and indirect ownership interests in the Remaining Company.
The mortgage debt encumbering the Remaining Property was modified and
is now evidenced by (a) an Amended and Restated Note dated October 22, 1998 in
the principal amount of $48,256,597 that has an interest rate of 9.0% per
annum and a maturity date of February 1, 1999 and (b) a Note dated February
28, 1996, as amended by a Note Modification and Extension Agreement dated
October 22, 1998, in the principal amount of $27,000,000, that accrues
interest at 14% per annum and has a partial prepayment of $7,500,000 due on
February 1, 1999.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(b) Pro Forma Financial Information:
The required pro forma financial information will be provided in
Registrant's Quarterly Report on Form 10-QSB for the three months ended
September 30, 1998.
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 hereunto duly authorized on this 4th day of November, 1998.
1626 NEW YORK ASSOCIATES LIMITED PARTNERSHIP
By: TWO WINTHROP PROPERTIES, INC.
Managing General Partner
By: /s/ Michael L. Ashner
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Michael Ashner
Chief Executive Officer