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, 1995
[ ] 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: 47 <PAGE>
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, Stanley Katzman
and Ralph W. Felsten (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 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. Malkin is one of the Partners. The Joint
Venturers are also members of the law firm of Wien, Malkin &
Bettex, 60 East 42nd Street, New York, New York, counsel to
Registrant and the Net Lessee (the "Counsel"). See Items 10, 11,
12 and 13 hereof for a description of the ongoing 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, 1995, the Building was approximately
88% occupied by approximately 275 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").
<PAGE>
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, 1995, Net Lessee
reported net operating profit of $3,060,683 after deduction of
Basic Rent. Net Lessee paid Primary Overage Rent of $752,000,
together with Secondary Overage Rent of $1,154,342 for the fiscal
year ended September 30, 1995. The Secondary Overage Rent of
$1,154,342 represents 50% of the excess of the net operating
profit of $3,060,683 over $752,000. After the payment of $22,305
for expenditures in connection with the refinancing of the first
mortgage on the Property and the payment of $113,204 to Counsel as
an additional payment for supervisory services, the balance of
$1,018,833 was distributed to the Participants on November 30,
1995.
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 certified report on the
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,
1995, 1994 and 1993.
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:
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(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 prior to
maturity of the Mortgage Loan; and
(iv) no Partner or Participant will have any
personal liability for principal of, or interest on, the
Mortgage Loan.
Registrant incurred $36,758 of expenses in connection
with the Refinancing, including $17,754 which was paid to Counsel
for various services and disbursements. Net Lessee paid 14,453 of
these expenses as additional basic rent and advanced the balance
of $22,305 which was repaid from the receipt of Secondary Overage
Rent, thus obviating the need to increase the principal amount of
the Mortgage Loan.
Net Lessee is obligated to pay Basic Rent equal to the
sum of annual mortgage charges and supervisory fees. Accordingly,
effective March 3, 1995, Basic Rent was reduced by $4,329 a year,
such amount representing the annual savings in mortgage charges
under the refinanced Mortgage Loan. Assuming that Net Lessee
continues to earn a profit in excess of Basic Rent and Primary
Overage Rent, Registrant should receive increased Secondary
Overage Rent at the annual rate of $2,164 (one half of the annual
savings on the Mortgage Loan). The Refinancing will not affect
the amount of regular monthly distributions to the Participants.
Prior to the Refinancing, the Property was subject to a
mortgage loan with the following material terms:
(i) a maturity date of June 1, 1995, with an
option to extend the loan for an additional five-year
term at 300 basis points over the highest five-year U.S.
Treasury Note Yield, but not less than 9.75% per annum,
with constant monthly payments based upon a 30-year
amortization schedule;
(ii) during the initial term, monthly payments of
$24,457 aggregating $293,486 per annum applied first to
interest at the rate of 9.75% per annum and the balance
in reduction of principal; and
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(iii) no prepayment until the fourth loan year or,
if Registrant exercises its option to extend the loan,
no prepayment until the fourth extended loan year.
Thereafter, prepayment in full, but not in part, upon
furnishing to Apple Bank (a) not more than 120 days and
not less than 60 days' prior written notice and (b) a
prepayment fee of 3% based on the then outstanding
principal balance, which fee shall decrease to 2% during
the fifth loan year (or fifth extended loan year),
except that no prepayment fee will be charged to
Registrant if prepayment is made within 90 days prior to
maturity under the initial term or extended term of the
Mortgage Loan.
(d) Competition
Pursuant to currently offered tenant space leases at the
Building, the average annual base rental rate payable to Net
Lessee approximates $26 per square foot (exclusive of electricity
charges and escalation) which rental rate is competitive with the
average rental rates charged by similar office buildings currently
offering comparable space in the immediate vicinity. Registrant
has been advised that the currently offered average rental rate is
approximately $27 per square foot at one neighboring office build-
ing with certain upgraded interior improvements, 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 $22 per square foot. 1776 Broadway,
a building which contains 24 stories and offers approximately the
same grade facilities as the Building, currently offers a rental
rate averaging approximately $28 per square foot.
In the overall rental market for commercial space in
Manhattan, rents range from approximately $45 per square foot on
Fifth Avenue to approximately $7 per square foot in less-developed
industrial and/or commercial areas. Accordingly, rents at the
Building may be considered competitive in the area, given the
relative condition of surrounding buildings and the nature of
services, amenities and office space offered by them as compared
to the Building.
(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 residen-
tial 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
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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, 1995, had an unpaid principal balance of $2,878,818.
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.
Item 3. Legal Proceedings.
There are no material pending legal proceedings to which
Registrant is a party.
Item 4. Submission of Matters to a Vote of Security Holders.
During the fourth quarter of the fiscal year ended
December 31, 1995, Registrant did not submit any matter to a vote
of the Participants through the solicitation of proxies or other-
wise.
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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 55 transfers of Participations during 1995. In four
instances, the indicated purchase price was equal to two times the
face amount of the Participation transferred, i.e. $10,000 for a
$5,000 Participation. In two instances, the indicated purchase
price was equal to 2.26 times the face amount of the Participation
transferred.
(b) As of December 31, 1995, there were 545 holders of
Participations of record.
(c) Registrant does not pay dividends. During the
years ended December 31, 1994 and 1993, 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,
1995 and November 30, 1994, Registrant made additional
distributions for each $5,000 Participation of $1,415 and $1,710,
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;
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however, the amount of such distributions, particularly dis-
tributions 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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<PAGE>
Item 6.
250 WEST 57th ST. ASSOCIATES
SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>
Year ended December 31,
1995 1994 1993 1992 1991
<S> <C> <C> <C> <C> <C>
Basic minimum annual rent income. $ 331,691 $ 321,486 $ 321,486 $ 321,486 $ 321,486
Primary overage rent income...... 752,000 752,000 752,000 752,000 752,000
Secondary overage rent income.... 1,154,342 1,367,772 1,146,828 1,003,181 1,974,727
Total revenue................. $2,238,033 $2,441,258 $2,220,314 $2,076,667 $3,048,213
Net income....................... $1,781,573 $1,944,494 $1,744,631 $1,614,436 $2,487,908
Earnings per $5,000 participation
unit, based on 720 participation
units outstanding during each
year............................ $ 2,474 $ 2,701 $ 2,423 $ 2,242 $ 3,455
Total assets..................... $2,236,141 $2,209,164 $2,226,533 $2,243,909 $2,261,285
Long-term obligations............ $2,859,449 $2,877,271 $2,893,621 $2,904,401 $2,914,184
Distributions per $5,000
participation unit, based on
720 participation units
outstanding during each year:
Income........................ $ 2,415 $ 2,701 $ 2,423 $ 2,242 $ 3,455
Return of capital............. - 9 11 12 13
Total distributions........... $ 2,415 $ 2,710 $ 2,434 $ 2,254 $ 3,468
</TABLE>
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Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operation.
Registrant was organized solely for the purposes 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 mortgage charges 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 sole 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 amount of Secondary Overage Rent is affected by the New York
City economy and its real estate market. It is difficult to
forecast whether the New York City economy and real estate market
will improve 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 decreased for the year ended December 31, 1995
as compared with the year ended December 31, 1994. The
decrease resulted from a decrease in Secondary Overage Rent
net of an increase in Basic Rent received by Registrant for
the lease year ended September 30, 1995 as compared with the
lease year ended September 30, 1994. See Note 4 of the
Notes. Total income increased for the year ended December
31, 1994 as compared with the year ended December 31, 1993.
The increase resulted from the increase in Secondary Overage
Rent received by Registrant for the lease year ended
September 30, 1994 as compared with the lease year ended
September 30, 1993. See Note 4 of the Notes.
(b) Total expenses decreased for the year ended December 31, 1995
as compared with the year ended December 31, 1994. The
decrease was the result of (i) a decrease in supervisory
service expense, (ii) a decrease in interest on the Mortgage
Loan and (iii) a decrease in amortization of mortgage
refinancing costs. See Notes 3a and 5 of the Notes. Total
expenses increased for the year ended December 31, 1994 as
compared with the year ended December 31, 1993. The increase
was the net result of (x) an increase in supervisory service
expense and (y) a decrease in interest on the Mortgage Loan.
See Notes 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, 1995 as compared with
the year ended December 31, 1994.
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, 1995.
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 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, 1995 the following: name, age, nature of any
family relationship with any other Joint Venturer, business exper-
ience 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 62 None Attorney-at-Law Senior Partner 1982
Wien, Malkin
& Bettex,
Counsellors-
at-Law
Stanley Katzman 63 None Attorney-at-Law Senior Partner 1995
Wien, Malkin
& Bettex,
Counsellors-
at-Law
Ralph W. Felsten 69 None Attorney-at-Law Senior Partner 1990
Wien, Malkin
& Bettex,
Counsellors-
at-Law
As stated in Item 1 hereof, each Joint Venturer 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
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that Act, and in which the Joint Venturers are also either a
director, joint venturer or general partner are as follows:
Ralph W. Felsten is a general partner in 60 East 42nd
St. Associates.
Stanley Katzman is a general partner in 60 East 42nd St.
Associates.
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.
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, 1995 by Registrant to any of the Joint Venturers as
such. Registrant pays Counsel for legal fees and supervisory
services and disbursements, fees of $40,000 per annum, plus 10% of
all distributions to the Participants in any year in excess of the
amount representing a return at the rate of 15% per annum on their
remaining cash investment. At December 31, 1995, such remaining
cash investment was $3,600,000. See Item 1 hereof. Pursuant to
such fee arrangements, Registrant paid Counsel $173,204 during the
fiscal year ended December 31, 1995. The supervisory services
include, among other items, the preparation of reports and related
documentation required by the Securities and Exchange Commission,
the monitoring of all areas of federal and local security law
compliance, the preparation of certain financial reports, as well
as the supervision of accounting and other documentation related
to the administration of Registrant's business. Out of its fees,
Counsel paid all disbursements and costs of regular accounting
services. As noted in Items 1 and 10 hereof, the Joint Venturers
are members of Counsel.
Item 12. Security Ownership of Certain Beneficial Owners and
Management.
(a) Registrant has no voting securities. See Item 5
hereof. At December 31, 1995, 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.
(b) At December 31, 1995, the Joint Venturers (see Item
10 hereof) beneficially owned, directly or indirectly, as a group
the following Participations in Registrant:
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Name & Address Amount of
of Beneficial Beneficial Percent
Title of Class Owners Ownership of Class
Participations Ralph W. Felsten $ 5,000.00 .1388%
in Joint Venture 300 East 54th St.
Interests Apartment 15H
New York, NY 10022
Stanley Katzman $ 5,833.34 .1620%
75-18 193rd Street
Flushing, NY 11366
Peter L. Malkin $15,833.34 .4398%
21 Bobolink Lane
Greenwich, CT 06830
At such date, one of the Joint Venturers (see Item 10
hereof) held additional Participations as follows:
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. Mr. Felsten is a
participant in the Net Lessee. As a consequence of one of the
three Joint Venturers being a partner in Net Lessee, and one being
a participant in the Net Lessee, and all three Joint Venturers
being members 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 partici-
pating agreements pursuant to which the Joint Venturers act as
agents for the Participants, certain transactions require the
prior consent of a specified number of the Participants 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.
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
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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, each of the Joint Venturers
by reason of his respective partnership interest in Counsel is en-
titled 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.
Reference is also made to Items 1 and 10 hereof for a
description of the relationship between Registrant and Counsel of
which the Joint Venturers are members. The respective interests
of the Joint Venturers in any remuneration paid or given by
Registrant to Counsel arose and arises solely from the ownership
of their respective partnership interests therein. See Item 11
hereof for a description of the remuneration arrangements between
Registrant and 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, 1996.
Accountant's Report of Jacobs Evall & Blumenfeld LLP,
Certified Public Accountants, dated January 31, 1996.
Balance Sheets at December 31, 1995 and at December 31,
1994 (Exhibit A).
Statements of Income for the fiscal years ended December
31, 1995, 1994 and 1993 (Exhibit B).
Statement of Partners' Capital Deficit for the fiscal
year ended December 31, 1995 (Exhibit C-1).
Statement of Partners' Capital Deficit for the fiscal
year ended December 31, 1994 (Exhibit C-2).
Statement of Partners' Capital Deficit for the fiscal
year ended December 31, 1993 (Exhibit C-3).
Statements of Cash Flows for the fiscal years ended
December 31, 1995, 1994 and 1993 (Exhibit D).
Notes to Financial Statements for the fiscal years ended
December 31, 1995, 1994 and 1993.
(2) Financial Statement Schedules:
List of Omitted Schedules.
Real Estate and Accumulated Depreciation - December 31,
1995 (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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<PAGE>
[LETTERHEAD 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, 1995 and 1994, and the
related statements of income, partners' capital deficit and cash flows
for each of the three years in the period ended December 31, 1995 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, 1995 and 1994, and the results of
its operations and its cash flows for each of the three years in the
period ended December 31, 1995 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 31, 1996
-16-
<PAGE>
January 31, 1996
250 West 57th St. Associates
New York, N.Y.
We consent to the use of our independent accountants' report dated
January 31, 1996, covering our audit of the accompanying financial
statements of 250 West 57th St. Associates in connection with and as
part of your December 31, 1995 annual report (Form 10-K) to the
Securities and Exchange Commission.
Jacobs Evall & Blumenfeld LLP
Certified Public Accountants
-17-<PAGE>
EXHIBIT A
250 WEST 57th ST. ASSOCIATES
BALANCE SHEETS
A S S E T S
<TABLE>
<CAPTION>
December 31,
1995 1994
<S> <C> <C> <C> <C>
Current Assets:
Cash in NatWest Bank N.A................... $ 24,125 $ 24,485
Cash in distribution account held by
Wien, Malkin & Bettex (Note 9).......... 60,000 60,000
TOTAL CURRENT ASSETS............... 84,125 84,485
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 87,333
Less: Accumulated amortization........... 6,525 80,089
34,581 7,244
TOTAL ASSETS....................... $2,236,141 $2,209,164
</TABLE>
LIABILITIES AND PARTNERS' CAPITAL DEFICIT
<TABLE>
<S> <C> <C> <C> <C>
Current Liabilities:
Accrued interest payable................... $ 22,551 $ 23,511
Principal payments of first mortgage
payable within one year (Note 3).......... 19,369 16,350
TOTAL CURRENT LIABILITIES.......... 41,920 39,861
Long-term Liabilities:
Bonds, mortgages and similar debt:
First mortgage payable (Note 3).......... $2,878,818 $2,893,621
Less: Current installments shown
above................................. 19,369 16,350
2,859,449 2,877,271
TOTAL LIABILITIES.................. 2,901,369 2,917,132
Partners' Capital Deficit (Exhibit C)........ (665,228) (707,968)
TOTAL LIABILITIES AND
PARTNERS' CAPITAL DEFICIT......... $2,236,141 $2,209,164
</TABLE>
See accompanying notes to financial statements.
-18-<PAGE>
EXHIBIT B
250 WEST 57th ST. ASSOCIATES
STATEMENTS OF INCOME
<TABLE>
<CAPTION>
Year ended December 31,
1995 1994 1993
<S> <C> <C> <C>
Revenues:
Rent income, from a
related party (Note 4)......... $2,238,033 $2,441,258 $2,220,314
Expenses:
Interest on mortgage
(Note 3)....................... 273,835 282,611 283,624
Supervisory services, to
a related party (Note 5)....... 173,204 196,777 174,683
Amortization of mortgage
refinancing costs
(Note 2b)...................... 9,421 17,376 17,376
456,460 496,764 475,683
NET INCOME, CARRIED TO
PARTNERS' CAPITAL
DEFICIT (NOTE 8)....... $1,781,573 $1,944,494 $1,744,631
Earnings per $5,000
participation unit, based
on 720 participation units
outstanding during each
year............................. $ 2,474 $ 2,701 $ 2,423
</TABLE>
See accompanying notes to financial statements.
-19- <PAGE>
EXHIBIT C-1
250 WEST 57th ST. ASSOCIATES
STATEMENT OF PARTNERS' CAPITAL DEFICIT
YEAR ENDED DECEMBER 31, 1995
<TABLE>
<CAPTION>
Partners' Partners'
capital deficit Share of capital deficit
January 1, 1995 net income Distributions December 31, 1995
<S> <C> <C> <C> <C>
Ralph W. Felsten
Joint Venture #1.............. $ (70,797) $ 178,157 $ 173,883 $ (66,523)
Ralph W. Felsten
Joint Venture #2.............. (70,797) 178,157 173,883 (66,523)
Ralph W. Felsten
Joint Venture #3.............. (70,797) 178,157 173,883 (66,523)
Ralph W. Felsten
Joint Venture #4.............. (70,797) 178,158 173,884 (66,523)
Stanley Katzman
Joint Venture #1
(formerly
Alvin Silverman
Joint Venture #1)............ (70,797) 178,158 173,884 (66,523)
Stanley Katzman
Joint Venture #2
(formerly
Alvin Silverman
Joint Venture #2)............ (70,797) 178,158 173,884 (66,523)
Stanley Katzman
Joint Venture #3
(formerly
Alvin Silverman
Joint Venture #3)............ (70,796) 178,157 173,883 (66,522)
Stanley Katzman
Joint Venture #4
(formerly
Alvin Silverman
Joint Venture #4)............ (70,797) 178,157 173,883 (66,523)
Peter L. Malkin
Joint Venture #1.............. (70,797) 178,157 173,883 (66,523)
Peter L. Malkin
Joint Venture #2.............. (70,796) 178,157 173,883 (66,522)
$(707,968) $1,781,573 $1,738,833 $(665,228)
</TABLE>
See accompanying notes to financial statements.
-20-<PAGE>
EXHIBIT C-2
250 WEST 57th ST. ASSOCIATES
STATEMENT OF PARTNERS' CAPITAL DEFICIT
YEAR ENDED DECEMBER 31, 1994
<TABLE>
<CAPTION>
Partners' Partners'
capital deficit Share of capital deficit
January 1, 1994 net income Distributions December 31, 1994
<S> <C> <C> <C> <C>
Ralph W. Felsten
Joint Venture #1.............. $ (70,147) $ 194,450 $ 195,100 $ (70,797)
Ralph W. Felsten
Joint Venture #2.............. (70,147) 194,450 195,100 (70,797)
Ralph W. Felsten
Joint Venture #3.............. (70,147) 194,450 195,100 (70,797)
Ralph W. Felsten
Joint Venture #4.............. (70,147) 194,450 195,100 (70,797)
Alvin Silverman
Joint Venture #1.............. (70,147) 194,449 195,099 (70,797)
Alvin Silverman
Joint Venture #2.............. (70,146) 194,449 195,100 (70,797)
Alvin Silverman
Joint Venture #3.............. (70,146) 194,449 195,099 (70,796)
Alvin Silverman
Joint Venture #4.............. (70,147) 194,449 195,099 (70,797)
Peter L. Malkin
Joint Venture #1.............. (70,147) 194,449 195,099 (70,797)
Peter L. Malkin
Joint Venture #2.............. (70,146) 194,449 195,099 (70,796)
$(701,467) $1,944,494 $1,950,995 $(707,968)
</TABLE>
See accompanying notes to financial statements.
-21-
<PAGE>
EXHIBIT C-3
250 WEST 57th ST. ASSOCIATES
STATEMENT OF PARTNERS' CAPITAL DEFICIT
YEAR ENDED DECEMBER 31, 1993
<TABLE>
<CAPTION>
Partners' Partners'
capital deficit Share of capital deficit
January 1, 1993 net income Distributions December 31, 1993
<S> <C> <C> <C> <C>
Ralph W. Felsten
Joint Venture #1.............. $ (69,395) $ 174,463 $ 175,215 $ (70,147)
Ralph W. Felsten
Joint Venture #2.............. (69,395) 174,463 175,215 (70,147)
Ralph W. Felsten
Joint Venture #3.............. (69,395) 174,463 175,215 (70,147)
Ralph W. Felsten
Joint Venture #4.............. (69,395) 174,463 175,215 (70,147)
Alvin Silverman
Joint Venture #1.............. (69,395) 174,463 175,215 (70,147)
Alvin Silverman
Joint Venture #2.............. (69,395) 174,463 175,214 (70,146)
Alvin Silverman
Joint Venture #3.............. (69,395) 174,463 175,214 (70,146)
Alvin Silverman
Joint Venture #4.............. (69,396) 174,463 175,214 (70,147)
Peter L. Malkin
Joint Venture #1.............. (69,396) 174,463 175,214 (70,147)
Peter L. Malkin
Joint Venture #2.............. (69,396) 174,464 175,214 (70,146)
$(693,953) $1,744,631 $1,752,145 $(701,467)
</TABLE>
See accompanying notes to financial statements.
-22-<PAGE>
EXHIBIT D
250 WEST 57th ST. ASSOCIATES
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Year ended December 31,
1995 1994 1993
<S> <C> <C> <C>
Cash flows from operating activities:
Net income.............................. $ 1,781,573 $ 1,944,494 $ 1,744,631
Adjustments to reconcile net income
to cash provided by operating
activities:
Amortization......................... 9,421 17,376 17,376
Change in accrued interest payable... (960) (88) (79)
Payments of mortgage refinancing costs:
To a related party (Note 2b).......... (17,754) - -
Other................................. (19,004) - -
Net cash provided by
operating activities........... 1,753,276 1,961,782 1,761,928
Cash flows from financing activities:
Cash distributions...................... (1,738,833) (1,950,995) (1,752,145)
Principal payments on long-term debt.... (14,803) (10,780) (9,783)
Net cash used in financing
activities..................... (1,753,636) (1,961,775) (1,761,928)
Net change in cash.............. (360) 7 -
Cash, beginning of year................... 84,485 84,478 84,478
CASH, END OF YEAR............... $ 84,125 $ 84,485 $ 84,478
Supplemental disclosures of cash flow
information:
Year ended December 31,
1995 1994 1993
Cash paid for:
Interest............................. $ 274,795 $ 282,699 $ 283,703
</TABLE>
See accompanying notes to financial statements.
-23-<PAGE>
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 of $87,333 were incurred in connection
with the 1990 refinancing of the first mortgage payable and were
charged to income ratably over the five year term of the mortgage
(see Note 3a). Such costs include payments of $45,020 to the firm
of Wien, Malkin & Bettex; some partners in that firm are also
partners in the Company.
Effective March 1, 1995, the first mortgage was modified and
extended (see Note 3b) and new mortgage refinancing costs of $36,758
were incurred.
Mortgage refinancing costs of $41,106 consist of the unamortized
balance of the 1990 refinancing costs of $4,348 plus the new
refinancing costs of $36,758 (including payments of $17,754 to the
firm of Wien, Malkin & Bettex). Such 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-<PAGE>
250 WEST 57th ST. ASSOCIATES
NOTES TO FINANCIAL STATEMENTS
(continued)
3. First Mortgage Payable
a. On May 24, 1990, a first mortgage was placed on the property with
Apple Bank for Savings in the amount of $2,934,861. Annual mortgage
charges were $293,486, payable in equal monthly installments, applied
first to interest at the rate of 9.75% per annum and the balance to
principal. The first mortgage was scheduled to mature on June 1,
1995.
b. Effective March 1, 1995, the first mortgage, 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,
1996............................... $ 19,369
1997............................... 21,270
1998............................... 23,358
1999............................... 25,650
Through June 1, 2000............... 2,789,171
$2,878,818
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, 1995, 1994 and
1993, totaling $2,238,033, $2,441,258 and $2,220,314, 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,
1995 1994 1993
Basic minimum annual rent... $ 331,691 $ 321,486 $ 321,486
Primary overage rent........ 752,000 752,000 752,000
Secondary overage rent...... 1,154,342 1,367,772 1,146,828
$2,238,033 $2,441,258 $2,220,314
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-<PAGE>
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, 1995,
1994 and 1993, totaling $173,204, $196,777 and $174,683, respectively,
were paid to the firm of Wien, Malkin & Bettex. Some partners in that
firm are also 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. Number of Participants
There were approximately 525 participants in the various joint ventures
as at December 31, 1995, 1994 and 1993.
-26-<PAGE>
250 WEST 57th ST. ASSOCIATES
NOTES TO FINANCIAL STATEMENTS
(continued)
7. 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.
8. Distributions and Amount of Income per $5,000 Participation Unit
Distributions per $5,000 participation unit for each fiscal period,
based on 720 participation units outstanding during each such period,
consisted of the following:
Year ended December 31,
1995 1994 1993
Income................. $2,415 $2,701 $2,423
Return of capital...... - 9 11
TOTAL DISTRIBUTIONS.. $2,415 $2,710 $2,434
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.
9. Concentration of Credit Risk
The Company maintains cash balances in a bank and in a distribution
account held by Wien, Malkin & Bettex. The bank balance is insured by
the Federal Deposit Insurance Corporation up to $100,000, and at
December 31, 1995 was completely insured. The distribution account held
by Wien, Malkin & Bettex is not insured. The funds held in the
distribution account were paid to the participants on January 1, 1996.
10. Financial Instruments
Effective for years ended after December 15, 1995, FAS No. 107,
"Disclosures about Fair Value of Financial Instruments", requires
disclosure of the fair value of certain financial instruments for which
it is practicable to estimate that value. It was not practicable to
estimate the fair value of long-term debt because quoted market prices
do not exist and an estimate could not be made through other means
without incurring excessive costs.
-27-<PAGE>
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-<PAGE>
SCHEDULE III
250 WEST 57th ST. ASSOCIATES
Real Estate and Accumulated Depreciation
December 31, 1995
<TABLE>
<S> <C> <C>
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, 1995.................................. $2,878,818
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 and amortization....................... $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
</TABLE>
(a) There have been no changes in the carrying value of real estate for
the years ended December 31, 1995, December 31, 1994 and December 31,
1993. The costs for federal income tax purposes are the same as
for financial statement purposes.
(b) Accumulated depreciation and amortization
Balance at January 1, 1993 $5,878,473
Depreciation:
F/Y/E 12/31/93 None
12/31/94 None
12/31/95 None None
Balance at December 31, 1995 $5,878,473
-29-<PAGE>
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 (the "Power").
250 WEST 57TH ST. ASSOCIATES
(Registrant)
By /s/ Stanley Katzman
Stanley Katzman, Attorney-in-Fact*
Date: March 29, 1996
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: March 29, 1996
______________________
* Mr. Katzman supervises accounting functions for Registrant.
-30-
<PAGE>
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
December 22, 1995 reflecting a change in the
Partners of Registrant.
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.
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.
______________________
* Page references are based on a sequential numbering system.
-31-
<PAGE>
Number Document Page*
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 November 30, 1995
and supplementary financial reports for the
lease year ended September 30, 1995. 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.
13(b) Letter to Participants dated January 31, 1996
and supplementary financial reports for the
fiscal year ended December 31, 1995. 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-
<PAGE>
24 Power of Attorney dated March 29, 1996,
between Peter L. Malkin, Stanley Katzman and
Ralph W. Felsten as partners of Registrant and
Stanley Katzman and Richard A. Shapiro.
27 Financial Data Schedule of Registrant for
fiscal year ended December 31, 1995.
-33-
<PAGE>
Exhibit 3(b)
AMENDED BUSINESS CERTIFICATE
The undersigned hereby certify that a certificate of business
under the assumed name
250 WEST 57TH ST. ASSOCIATES
for the conduct of business at 60 East 42nd Street, New York, New
York, was filed in the office of the County Clerk New York County,
State of New York, on the 11th day of June, 1953, under index
number 6981/53; that the last amended certificate was filed on the
20th day of September, 1990 in the office of said County Clerk
under index number 6981/53.
It is hereby further certified that this amended certificate
is made for the purposes of more accurately setting forth the
facts recited in the original certificate or the last amended
certificate and to set forth the following changes in such facts.
ALVIN SILVERMAN, residing at 110 Redwood Drive, Roslyn, New York
11576, has been succeeded as a partner by STANLEY KATZMAN,
residing at 75-18 193 Street, Flushing, New York 11366.
The members of 250 West 57th St. Associates now consist of:
Ralph W. Felsten, Peter L. Malkin and Stanley Katzman.
IN WITNESS WHEREOF, the undersigned have as of the 2nd day of
July, 1995 made and signed this certificate.
/s/ Alvin Silverman /s/ Ralph W. Felsten
ALVIN SILVERMAN RALPH W. FELSTEN
/s/ Stanley Katzman
STANLEY KATZMAN
State of New York, County of New York ss.:
On this 2nd day of August, 1995, before me personally
appeared ALVIN SILVERMAN, STANLEY KATZMAN and RALPH W. FELSTEN, to
me known and known to me to be the individuals described in and
who executed the foregoing certificate, and they thereupon duly
acknowledged to me that they executed the same.
/s/ Estelle Beeber
Notary Public
State of New York
No. 5241708
Qualified in New York County
Commission Expires 9/30/96
<PAGE>
[LETTERHEAD OF
WIEN MALKIN & BETTEX
COUNSELLORS AT LAW]
November 30, 1995
TO PARTICIPANTS IN 250 WEST 57TH ST. ASSOCIATES:
We enclose the operating report of the lessee, Fisk Building
Associates, for the fiscal year of the lease ended September 30,
1995. The lessee reported profit of $3,060,683 subject to addi-
tional rent for the lease year ended September 30, 1995, as
against profit of $3,487,544 for the lease year ended September
30, 1994.
Additional rent for the lease year ended September 30, 1995
was $1,906,342; $752,000 was advanced against additional rent so
that the balance of additional rent is $1,154,342. The total
amount to be distributed is $1,132,037 after payment of $22,305
for expenditures in connection with the refinancing of the first
mortgage on March 1, 1995.
Wien, Malkin & Bettex receives an additional payment for
supervisory services of 10% of distributions in excess of 15% per
annum on the cash investment. Accordingly, Wien, Malkin & Bettex
received $113,204 of the additional rent and the balance of
$1,018,833 is being distributed to the participants. A check for
your share of the additional distribution and the computation of
the additional payment to Wien, Malkin & Bettex and distribution
are enclosed.
The additional distribution of $1,018,833 represents a return
of about 28.3% on the cash investment of $3,600,000. Regular
monthly distributions are at the rate of 20% a year, so that dis-
tributions for the lease year ended September 30, 1995 were about
48.3% per annum.
If you have any question about the enclosed material please
communicate with us at our New York office or, if it is more con-
venient, at our branch office in Palm Beach, Florida.
Cordially yours,
WIEN, MALKIN & BETTEX
By: Stanley Katzman
SK/fm
Encs.<PAGE>
250 West 57th St. Associates
Computation of Additional Payment for
Supervisory Services and Distribution
For the Lease Year Ended September 30, 1995
Secondary additional rent $1,154,342
Less, mortgage refinancing costs 22,305
Subject to Secondary additional rent 1,132,037
Primary additional rent for the lease
year ended September 30, 1995 752,000
1,884,037
Less, additional basic payment of Wien,
Malkin & Bettex from primary overage
rent 12,000
Total rent to be distributed 1,872,037
15% return on $3,600,000 investment 540,000
Subject to additional payment at 10%
to Wien, Malkin & Bettex $1,332,037
Additional payment at 10% $ 133,204
Paid to Wien, Malkin & Bettex as
advances for additional rent 20,000
Balance of additional payment to
Wien, Malkin & Bettex $ 113,204
Summary:
Additional distribution to participants $1,018,833
Payment to Wien, Malkin & Bettex, as above 113,204
Total secondary additional rent available
for distribution to participants and
payment to Wien, Malkin & Bettex $1,132,037
<PAGE>
[LETTERHEAD OF
KAUFMAN GOLDSTEIN
CERTIFIED PUBLIC ACCOUNTANTS]
Fisk Building Associates
60 East 42nd Street
New York, New York 10165
Gentlemen:
In accordance with our engagement, we have reviewed the
special-purpose statement of income and expense of Fisk Building
Associates for the lease year ended September 30, 1995.
Our engagement included the examination of statements of
receipts and disbursements for the property, together with supporting
records, but did not include the verification by direct communication
of the income from tenants or liabilities and disbursements to
vendors.
We have no knowledge of any other contingent liabilities
that should be disclosed.
Based on our review, subject to the above, the accompanying
special-purpose statement of income and expense presents fairly the
net operating income, as defined, for the computation of additional
rent, of Fisk Building Associates, for the lease year ended September
30, 1995.
Respectfully submitted,
Kaufman Goldstein
New York, New York
October 18, 1995<PAGE>
Fisk Building Associates
Statement of Income and Expense
October 1, 1994 through September 30, 1995
(Unaudited)
Income:
Rent income $ 9,008,305
Escalation income 752,402
Electric income, net 531,890
Other income 67,733
Total Income 10,360,330
Expenses:
Real estate taxes $2,033,393
Labor costs 1,781,145
Repairs, supplies and improvements 1,625,922
Management and leasing 706,097
Fuel oil 74,261
Professional fees 197,354
Security 171,188
Security monitor system 22,892
Water 41,000
Insurance 110,068
Rubbish removal 88,270
Telephone 11,057
Advertising 76,924
Miscellaneous 27,303
Total expenses before rent expense 6,966,874
Net income before rent expense 3,393,456
Less, Basic rent expense 332,773
Net income subject to primary and
secondary additional rent 3,060,683
Less, Primary additional rent 752,000
Net income subject to secondary additional rent 2,308,683
Secondary additional rent at 50% $1,154,342
Computation of additional rent due landlord:
Primary additional rent $ 752,000
Secondary additional rent 1,154,342
Total additional rent 1,906,342
Less, Advances against additional rent 752,000
Additional rent due landlord $1,154,342
The accompanying letter of transmittal and notes are an integral part of this
statement.
-2-<PAGE>
Fisk Building Associates
Notes to Financial Statement
Note 1 - The lease as modified effective October 1, 1984 provides
for additional rent, as follows:
Additional rent equal to the first $752,000 of the
Lessee's net operating income, as defined, in each
lease year.
Further additional rent equal to 50% of the
Lessee's remaining net operating income, as
defined, in each lease year.
-3-
[LETTERHEAD OF
WIEN MALKIN & BETTEX
COUNSELLORS AT LAW
January 31, 1996
To Participants in 250 West 57th St. Associates
Federal Identification Number 13-6083380
We enclose the annual report of 250 West 57th St. Associates,
the joint venture which owns the Fisk Building at 250 West 57th
Street, New York City, for the year ended December 31, 1995.
The reported income for 1995 was $1,781,573. This was more
than distributions of $1,738,833 representing the current monthly
distributions totalling $720,000 per annum and the additional dis-
tribution of $1,018,833, which was paid to participants on
November 30, 1995. The difference, mainly representing the
payment of mortgage refinancing costs, is an increase in capital
investment. The mortgage refinancing costs will be deductible for
tax purposes over the period of the mortgage, from March 1, 1995
through June 1, 2000.
Since the inception of this investment, a portion of the dis-
tributions has constituted a return of capital, and has not been
reportable as income. As a result, the book value on December 31,
1995 of an original cash investment of $10,000 was a deficit bal-
ance of $1,848.
Additional rent for the lease year ended September 30, 1995
was $1,906,342 or an excess of $1,154,342 over advances of
$752,000 by the lessee against additional rent ($720,000 to par-
ticipants plus $32,000 to Wien, Malkin & Bettex). The total
amount distributed was $1,132,037 after payment of $22,305 for
expenditures in connection with the refinancing of the first
mortgage on March 1, 1995. As approved by the participants, Wien,
Malkin & Bettex received $113,204 and the balance of the
additional rent of $1,018,833 was distributed to the participants
on November 30, 1995. The additional distribution of $1,018,833
represented an annual return of about 28.3% on the original cash
investment of $3,600,000. Regular monthly distributions are at
the rate of 20% per annum on the cash investment so that total
distributions for the year ended December 31, 1995 were about
48.3% on the original cash investment.
(over)<PAGE>
Re: 250 West 57th St. Associates 2.
The enclosed Schedule K-1 form(s) (Form 1065), containing
1995 tax information, must be reviewed in detail by your
accountant.
If you have any question about the enclosed material, please
communicate with us at our New York office or, if it is more con-
venient, at our branch office in Palm Beach, Florida.
Please retain this letter and the enclosed Schedule K-1
form(s) for the preparation of your income tax returns for the
year 1995.
Cordially yours,
WIEN, MALKIN & BETTEX
By: Stanley Katzman
SK:fm
Encs.<PAGE>
[LETTERHEAD OF
KAUFMAN GOLDSTEIN
CERTIFIED PUBLIC ACCOUNTANTS]
Independent Accountant's Report
To the Participants in
250 West 57th St. Associates (a Partnership):
We have audited the accompanying balance sheet of 250 West 57th
St. Associates ("Associates") as of December 31, 1995, and the
related statements of income, partners' capital deficit and cash flows
for the year then ended. These financial statements are the
responsibility of Associates' management. Our responsibility is to
express an opinion on these financial statements based on our audit.
We conducted our audit 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 audit provides 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
Associates as of December 3l, 1995, and the results
of its operations and its cash flows for the year then ended in
conformity with generally accepted accounting principles.
Kaufman Goldstein
Certified Public Accountants
60 East 42nd Street
New York, New York 10165
January 29, 1996<PAGE>
250 West 57th St. Associates
Balance Sheet
December 31, 1995
Assets
Cash:
National Westminster Bank, USA $ 24,124
Distribution account held by
Wien, Malkin & Bettex 60,000
84,124
Fisk Building, 250 West 57th Street, New York City:
Land $2,117,435
Building $4,940,682
Less: Accumulated depreciation 4,940,682 -
Building improvements 688,000
Less: Accumulated depreciation 688,000 -
Tenants' installations and improvements 249,791
Less: Accumulated amortization 249,791 - 2,117,435
Mortgage refinancing costs 41,106
Less: Accumulated amortization 6,524 34,582
Total Assets $2,236,141
Liabilities and Partners' Capital Deficit
Liabilities:
First mortgage $2,878,818
Accrued interest on first mortgage 22,551
Total Liabilities 2,901,369
Partners' Capital Deficit, December 31, 1995 ( 665,228)
Total Liabilities and Partners' Capital Deficit $2,236,141
The accompanying notes are an integral part of these financial statements.<PAGE>
250 West 57th St. Associates
Statement of Income
For the Year Ended December 31, 1995
Income:
Basic rent $ 331,691
Additional rent 1,906,342
Total income 2,238,033
Expenses:
Interest on first mortgage $273,835
Supervisory services 173,204
Total expenses 447,039
Net income before amortization 1,790,994
Amortization of mortgage refinancing costs 9,421
Net income $1,781,573
The accompanying notes are an integral part of these financial statements.<PAGE>
250 West 57th St. Associates
Statement of Partners' Capital Deficit
December 31, 1995
Partners' capital deficit, January l, 1995 ($ 707,968)
Add: Net income for the year ended December 31, 1995 1,781,573
1,073,605
Less: Monthly distributions January l, 1995
through December 31, 1995 $ 720,000
Distribution on November 30, 1995 of balance
of additional rent for the lease year
ended September 30, 1995 1,018,833 1,738,833
Partners' capital deficit, December 31, 1995 ($ 665,228)
The accompanying notes are an integral part of these financial statements.<PAGE>
250 West 57th St. Associates
Statement of Cash Flows
For the Year Ended December 31, 1995
Cash flows from operating activities:
Net income $1,781,573
Adjustments to reconcile net income to net
cash provided by operating activities:
Amortization of mortgage refinancing costs 9,421
Change in interest accrued on first mortgage ( 960)
Net cash provided by operating activities 1,790,034
Cash flows from financing activities:
Monthly distributions to participants ($ 720,000)
Distribution on November 30, 1995 of balance
of additional rent for the lease year
ended September 30, 1995 ( 1,018,833)
Mortgage refinancing costs incurred ( 36,759)
Amortization payments on first mortgage ( 14,803)
Net cash used in financing activities ( 1,790,395)
Net (decrease) in cash ( 361)
Cash at beginning of year 84,485
Cash at end of year $ 84,124
Supplemental Cash Flow Disclosures
Year Ended December 31, 1995
Cash paid during the year for interest $ 274,795
The accompanying notes are an integral part of these financial statements.<PAGE>
250 West 57th St. Associates
Notes to Financial Statements
December 31, 1995
1 - Depreciation:
Depreciation of the cost of the building was computed by the
straight-line method over estimated useful life of 30 years through
September 30, 1983.
The cost of the building improvements was depreciated by the
straight-line method over various periods from date of completion of
improvement through September 30, 1983.
The cost of tenants' installations and improvements was
amortised by the straight-line method over the terms of the leases.
2 - First mortgage:
(a) Effective May 24, 1990, a first mortgage was placed on
the property with the Apple Bank for Savings in the amount of
$2,934,861. Annual mortgage charges were $293,486, payable in monthly
installments, applied first to interest at the rate of 9 3/4% per
annum and the balance to principal. The mortgage was refinanced on
March l, 1995.
(b) Effective March 1, 1995, a new first mortgage was placed
on the property with the Apple Bank for Savings in the amount of
$2,890,758. Annual mortgage charges are $289,157, payable in equal
monthly installments, applied first to interest at the rate of 9.40%
per annum and the balance to principal. The mortgage will mature on
June l, 2000, with a balance of $2,777,754.
(c) Prepayment privileges: The mortgage is not prepayable
until March l, 1998. Thereafter, a 3% penalty will be imposed through
February 28, 1999 and a 2% penalty will be imposed until March 2,
2000. There will be no prepayment penalty if the mortgage is paid in
full during the last 90 days of the term of the mortgage.
(d) Principal payments required to be made areas follows:
Year Ending December 31,
1996 $19,369
1997 21,270
1998 23,358
1999 25,650
2000 2,789,171
$2,878,818
3 - Mortgage refinancing costs:
Capitalized mortgage refinancing costs of $41,106 representing
$36,759 incurred in connection with the refinanced mortgage on March 1,
1995, and the remaining balance of the costs of $4,347 for the<PAGE>
Re: 250 West 57th St. Associates
Notes to Financial Statements
December 31, 1995
May 24, 1990 refinancing are being charged to expense ratably during
the period of the new mortgage from March l, 1995 to June 1, 2000.
4 - Lease:
(a) Effective May l, 1975, the lease between 250 West 57th St.
Associates as lessor, and Fisk Building Associates, as lessee provides
for basic rent equal to mortgage charges plus $28,000 payable to Wien,
Malkin & Bettex for supervisory services. Basic rent is currently
$317,157 a year to pay mortgage charges of $289,157 and $28,000 to
Wien, Malkin & Bettex.
Upon any refinancing of the first mortgage, the 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 under any such first mortgage immediately
subsequent to refinancing computed on the principal balance of the
mortgage immediately prior to such refinancing. Thus, in the event the
first mortgage is refinanced so as to increase the principal balance,
the basic rent will not be modified to include the charges on the
additional portion of the mortgage. Associates will have to pay such
charges out of primary additional rent described below.
(b) In accordance with a lease modification, effective October
l, 1984 primary additional rent is equal to the lesser of $752,000 per
annum or the net operating profit of the property, as defined, after
deduction of basic rent. If the full primary additional rent of
$752,000 is paid, it will equal 20% of the original $3,600,000 cash
investment plus $32,000 payable to Wien, Malkin & Bettex for
supervisory services. Advances against primary additional rent are
paid by the lessee based on the net operating profit of the property
for the prior year to a maximum amount of $752,000. Primary additional
rent for the lease year ended September 30, 1995 was $752,000.
Advances against primary additional rent of $752,000 per annum for the
lease year ending September 30, 1996 are being paid.
Secondary additional rent is equal to 50% of the net
operating profit of the property after payment of basic rent and
primary additional rent for lease years ending September 30. Secondary
additional rent for the lease year ended September 30, 1995 was
$1,154,342.
(c) The lessee has exercised its option to renew the lease for
a period of 25 years, from October l, 1978 through September 30, 2003.
The lease modification effective October 1, 1984 provides for an
additional renewal term of 25 years from October 1, 2003 through
September 30, 2028; the holders of more than 80% of the participations
in 250 West 57th St. Associates have consented to the granting of
options to the lessee to extend the lease for three additional 25-year
renewal terms. There is no change in the terms of the lease during the
renewal periods.<PAGE>
Re: 250 West 57th St. Associates
Notes to Financial Statements
December 31, 1995
5 - Supervisory services and related party transactions:
Payments for supervisory services, including disbursements and
cost of accounting services, are made to the firm of Wien, Malkin &
Bettex. Some partners in that firm are also partners in Associates.
6 - Income taxes:
Net income is computed without regard to income tax expense,
since the partnership does not pay a tax on its income; instead, any
such taxes are paid by the participants in their individual capacities.
7 - Concentration of credit risk:
Associates maintains cash balances in a bank and in a
distribution account held by Wien, Malkin & Bettex. The bank balance
is insured by the Federal Deposit Insurance Corporation up to $100,000,
and at December 31, 1995 was completely insured. The distribution
account held by Wien, Malkin & Bettex is not insured. The funds held
in the distribution account were paid to the participants on January l,
1996.<PAGE>
EXHIBIT 24
250 WEST 57TH STREET ASSOCIATES
FILE NO. 0-2666
POWER OF ATTORNEY
We, the undersigned general partners of 250 West 57th
Street Associates ("Associates"), hereby severally constitute and
appoint Stanley Katzman and Richard A. Shapiro and each of them,
individually, our true and lawful attorneys with full power to
them and each of them to sign for us, and in our names and in the
capacities indicated below on behalf of Associates, any and all
reports or other statements required to be filed with the
Securities and Exchange Commission under Section 13 or 15(d) of
the Securities Exchange Act of 1934.
Signature Title Date
/s/Peter L. Malkin
Peter L. Malkin General Partner March 29, 1996
/s/Stanley Katzman
Stanley Katzman General Partner March 29, 1996
/s/Ralph W. Felsten
Ralph W. Felsten General Partner March 29, 1996
<PAGE>
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On the 29 day of March, 1996 before me personally came
PETER L. MALKIN, STANLEY KATZMAN and RALPH W. FELSTEN, to me known
to be the individuals described in and who executed the foregoing
instrument, and acknowledged that they executed the same.
/s/ NOTARY PUBLIC
NOTARY PUBLIC
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Company's Balance Sheet as of December 31, 1995 and the Statement Of Income
for the year ended Decemeber 31, 1995, and is qualified in its entirety by
reference to such financial staements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> DEC-31-1995
<CASH> 84,125
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 84,125
<PP&E> 2,117,435
<DEPRECIATION> 0
<TOTAL-ASSETS> 2,236,141<F1>
<CURRENT-LIABILITIES> 41,920<F2>
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> (665,228)<F3>
<TOTAL-LIABILITY-AND-EQUITY> 2,236,141<F4>
<SALES> 2,338,033<F5>
<TOTAL-REVENUES> 2,338,033
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 456,460<F6>
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 273,835
<INCOME-PRETAX> 1,781,573
<INCOME-TAX> 0
<INCOME-CONTINUING> 1,781,573
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,781,573
<EPS-PRIMARY> 2,474<F7>
<EPS-DILUTED> 2,474<F7>
<FN>
<F1>Includes unamortized mortgage costs of $36,561
<F2>Accrued interest on mortgage and first mortgage principal payment due
within one year
<F3>Partnership capital
<F4>Includes long-term debt
<F5>Rental income
<F6>Supervisory services and amortization of mortgage refinance costs
<F7>Earnings per $5,000 participation unit, based on 720 participation units
outstanding during the period
</FN>
</TABLE>
