SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For fiscal year ended December 31, 1997
Commission file number 0-8779
TEECO PROPERTIES L.P.
(Exact name of registrant as specified in its charter)
Delaware 13-2954060
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
520 Madison Avenue, New York, NY 10022
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area (212) 715-0300
Securities registered pursuant to Section 12 (b) of Act:None
Securities registered pursuant to Section 12 (g) of the Act:
Units of Limited Partnership Interest
(Title of Class)
Indicate by check marks 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 [ ]
Indicate by check mark if disclosure of delinquent
filers pursuant to Item 405 of Regulation S-K (Section
229.405 of this chapter) 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. [ X ]
The aggregate market value of the voting units
held by non-affiliates of the registrant is not available
to registrant due to insufficient activity. At February
21, 1997 there were 6,479,516 units outstanding. Market
quotations on the units were deleted from the National
Association of Securities Dealers Automated Quotation
System in January 1990 due to an insufficient number of
market makers.
Documents Incorporated by Reference
None
<PAGE>
Page 2
PART I
Item 1. Business
Teeco Properties L.P. (the "Partnership")
commenced its business operation on October 1,
1978. The Partnership was formed pursuant to the
Plan of Complete Liquidation and Dissolution (the
"Plan") of Tishman Liquidating Corporation
(formerly Tishman Realty & Construction Co., Inc.)
("TLC"). TLC had been engaged for many years in
the development, construction and ownership of
office buildings. The Partnership's principal
objective is to sell or otherwise dispose of the
real properties and other assets it acquired
pursuant to the Plan and distribute the proceeds to
its holders of units. As of December 31, 1997 the
Partnership has disposed of all its non-liquid
assets.
Pursuant to the Plan, which was approved by TLC's
shareholders at the November 1977 Combined Annual
and Special Meeting of Shareholders, on September
30, 1978, TLC transferred all of its remaining
assets to the Partnership in exchange for units
representing substantially all of the outstanding
interests in the Partnership. On September 30,
1978, TLC assigned to its shareholders a one-unit
interest in the Partnership for each share of TLC
Common Stock held of record as of the close of
business on September 29, 1978, after giving effect
to trading on that date. Trading in TLC's Common
Stock ceased and TLC's stock transfer books were
permanently closed at such date.
In October, 1979 at a Special Meeting of the
Partners (the "Special Meeting") the Partners
approved (i) the contract of sale (the "Sale
Agreement") entered into in June, 1979 for the
purchase by Lazard Realty, Inc., (the "Purchaser"),
acting on behalf of a group of investors, of all
the partnership's interest in two office buildings,
in New York City and three land assemblages in New
York City, Chicago and Stamford (collectively, the
"Sale Properties"). Robert V. Tishman and Jerry I.
Speyer, two of the General Partners of the
Partnership, were appointed to direct the
development of the three land assemblages for the
Purchaser and have an equity interest in these
properties, and (ii) an amendment to the Limited
Partnership Agreement to provide that the
Partnership would not be dissolved upon the sale or
other disposition of all or substantially all of
the Partnership's assets. Pursuant to the approval
of the Partners at the Special Meeting, the
Partnership has taken the following actions:
1. Completed the sale on December 12, 1979 to
Purchaser. In this transaction and a related
transaction with the owner of the mortgage on the
Partnership's interest in the 666 Fifth Avenue, New
York building, the Partnership received net
<PAGE>
Page 3
PART I
proceeds from the sale of assets, before expenses,
of approximately $80,379,000, consisting of
approximately $76,700,000 in cash above existing
mortgages and $3,679,000 net carrying value of
interests in mortgages on the 666 Fifth Avenue
building and a land assemblage on Madison Avenue in
New York City. The Purchaser took title subject to
existing mortgages other than the $2.5 million
second mortgage on the 919 Third Avenue, New York
property which was paid by Teeco at the closing.
The properties were transferred subject to certain
other liabilities, including ground lease in effect
at the time of closing.
2. Distributed $6.50 per unit on December 27,
1979 and $5.00 per unit on January 7, 1980.
3. Amended the Limited Partnership Agreement to
provide that the Partnership shall not be dissolved
upon the sale or other disposition of all or
substantially all of the Partnership's assets.
During 1979, the Partnership sold its
interests in (i) two apartment complexes located in
suburbs of Atlanta, Georgia for $800,000 cash above
existing mortgages to limited partnerships with
which Alan V. Tishman, a brother of Robert V.
Tishman and formerly Executive Vice President of
TLC, is affiliated, (ii) a 50,000 square foot plot
of vacant land in downtown New York City to the
mortgage lender for the property, for no
consideration other than assumption of liability,
and (iii) the leasehold interest in a parcel of
land located in the vicinity of the Los Angeles
Airport in California, to The Equitable Life
Assurance Society of the United States
("Equitable") for $850,000 cash. This parcel had
been subleased from Equitable in connection with
the sale by TLC of various property interests to
Equitable pursuant to the Plan of Liquidation in
November 1977. At the time of sale of the sublease
the amount of prepaid rent related thereto was
approximately $600,000.
In January, 1980 the Partnership entered into
a settlement agreement with an unaffiliated third
party with respect to certain mortgages receivable
in the principal amount of $969,000 on a land
assemblage on Third Avenue between 52nd and 53rd
streets in New York City. Teeco received
$1,100,000, thus realizing an amount approximately
$629,000 greater than the net carrying value of
such mortgages.
In December, 1980 the Partnership sold a
second mortgage held on Horizon House, Fort Lee,
New Jersey to H & H Associates, an unaffiliated New
York partnership. The selling price was
$10,200,000 consisting of $1,000,000 cash and a
$9,200,000 promissory note payable on the earlier
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Page 4
PART I
of (i) the date of satisfaction of the mortgage, or
(ii) September 30, 1984. Teeco realized an amount
approximately $7,698,000 greater than the net
carrying value of the mortgage but approximately
$185,000 less than the original principal amount
including accrued interest. The Partnership
recognized the profit on this transaction as the
sale price was collected using the installment
method. The Partnership recognized a gain of
$755,000 in 1980 and the balance in January 1981
when the property was sold and the mortgage
satisfied.
During 1980, the Partnership declared cash
distributions aggregating $1.00 per unit, of which
$.80 per unit was paid in 1980 and $.20 per unit
paid on January 26, 1981.
During 1981, the Partnership declared cash
distributions aggregating $1.30 per unit, of which
$1.20 per unit was paid in 1981 and $.10 per unit
paid on January 25, 1982.
During 1982, the Partnership sold for $224,000
cash, its interest in a parcel of land located in
Los Angeles, California and realized a profit of
approximately $152,000.
From 1982 through 1987, the Partnership
declared cash distributions aggregating $.40 per
unit in each year, of which $.30 per unit was paid
in each of the respective years and $.10 per
unit in January of the following year.
During 1988, the Partnership declared cash
distributions aggregating $.20 per unit and $.30
per unit was paid which includes $.10 cash
distribution declared and accrued in December,
1987. Further distributions have been suspended
until such time as it can be determined that the
Partnership's net worth is sufficient to meet its
exposure under various pending litigations, etc.
Effective January 1, 1986, all the employees
(5) of the Partnership have been transferred to the
payroll of Tishman Speyer Properties, a Partnership
in which Tishman Speyer Properties, Inc., is the
only general partner of which Mr. Jerry I. Speyer
is currently the sole stockholder. Tishman Speyer
Properties will allocate costs based on utilization
of services of such employees who spend at least a
portion of their time on the business affairs of
the Partnership. The amount of time which such
employees spend on the business of the Partnership
will decrease as the Partnership disposes of its
assets.
Item 2. Properties
The Partnership has no remaining non-liquid
assets.
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Page 5
PART I
Item 3. Legal Proceedings and Contingent
Liabilities
There are no material pending legal
proceedings, other than ordinary routine litigation
incidental to the business, to which the
Partnership or any of its subsidiaries is a party
or of which any of their property is the subject,
except the following.
The most material of the Partnership's
liabilities are litigations and other contingent
liabilities of TLC for which the Partnership is
contingently liable. In connection with its
liquidation, TLC established a reserve fund for
certain fixed and contingent liabilities which
during the period from October 1, 1992 to February
11, 1993 was substantially exhausted and TLC was
then liquidated. In accordance with the agreement
under the Plan, the Partnership will pay any
remaining TLC liabilities. Such agreement states,
however, that none of the Partners of the
Partnership shall be personally liable for any of
the liabilities or obligations incurred by the
Partnership under such agreement (see discussion at
the end of this Item for potential liabilities of
the partners).
TLC Litigation
The Partnership has no material pending legal
proceedings except the following:
An informal claim has been asserted against
TLC as a guarantor of the alleged obligations of a
dissolved subsidiary of TLC to advance or
contribute up to $11,125,000 to a joint venture
formed to develop the building at 1166 Sixth Avenue
and certain other properties. Counsel to TLC in
the litigation believes that the maximum amount
that TLC was required to contribute was $6,125,000
and that in any event, prior advances substantially
in excess of $11,125,000 fully satisfied its
obligation to make advances to the joint venture.
TLC has been named as one of many defendants
in numerous law suits brought between November 1989
and February 1998 by persons who allege injuries
from exposure to asbestos at various work sites,
including some at which predecessors of TLC were
involved in construction activities. Management of
the Partnership believes, based in part upon the
advice of counsel, including the experience of
similar cases, that while the cost of resolving
these cases could be material in relation to the
assets of the Partnership, the resources of the
Partnership, including insurance coverage, will be
sufficient to cover the costs of resolving these
cases and possible unasserted claims.
<PAGE>
Page 6
PART I
Provision for Liabilities
Under state law, the Partnership is required,
prior to making any distribution to Unitholders, to
pay or adequately provide for the payment of its
liabilities. The Partnership had also agreed with
TLC that prior to distributing the proceeds of sale
of any material assets of the Partnership the
Partnership will, to the extent reasonably required
at the time of such distribution and taking into
account the remaining assets of the Partnership,
set aside reserves for the payment of the
liabilities of the Partnership, including those
liabilities of TLC assumed by the Partnership.
The Partnership has established a reserve fund
for contingent liabilities to supplement the TLC
reserve fund which had been exhausted during the
period from October 1, 1992 to February 11, 1993.
Based on (i) opinions of counsel received by the
Partnership and TLC, regarding certain of the
litigations to which TLC and/or the Partnership is
a party, (ii) reports from counsel regarding
the status of other litigations, and (iii) the
General Partners' evaluation of the potential for
additional claims based on prior business
operations of TLC, the General Partners believe
that the amount in the fund taken together with the
other remaining assets of the Partnership will be
an adequate provision for the liabilities of the
Partnership.
However, in view of the contingent nature of such
liabilities, the General Partners cannot be certain
of the sufficiency of the fund established for
these liabilities. The reserve fund of the
Partnership may be used to indemnify former
officers and directors of TLC and/or General
Partners of the Partnership.
If the reserve fund of the Partnership and the
remaining assets of the Partnership were inadequate
to provide for the liabilities of the Partnership,
the Unitholders of the Partnership could be
obligated to pay these liabilities to the following
extent: (i) depending on the resolution of certain
unresolved legal questions, Unitholders could be
liable for the return of distributions received
from the Partnership and (ii) if as a result of
participation in the management of the Partnership,
a Limited Partner is treated as a general partner
of the Partnership, such Limited Partners would be
generally liable for Partnership obligations, which
could be satisfied out of such Unitholder's
personal assets, except to the extent that the
liability for such obligation is limited by
agreement to the assets of the Partnership. The
sale agreement with the Purchaser and other
material agreements of the Partnership contain such
a limitation.
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Page 7
PART I
Possible Liability for Return of Distributions
Under the Delaware Limited Partnership Act, a
limited partner may not receive a return of any
part of his contribution unless, among other
things, the remaining assets of the partnership are
sufficient to pay all the liabilities of the
partnership, excluding certain liabilities to
partners. Messrs. Fried, Frank, Harris, Shriver &
Jacobson have advised the Partnership that while
there is no authority directly on point, it appears
that these provisions also apply to distributions
to holders of interests in a limited partnership
who have not been admitted as limited partners.
The Partners' contributions to the Partnership were
made in the form of a transfer of assets by TLC to
the Partnership in exchange for all the outstanding
Units. The Partnership's Certificate of Limited
Partnership (the "Certificate") states that the
agreed value of the property contributed to the
Partnership by TLC is equal to the excess of the
amount at which such property was initially
recorded on the books of the Partnership over the
amount at which the liabilities of the Partnership
were initially recorded on its books. Based on
this provision in the Certificate, the Partners'
contribution would equal approximately $2.21 per
unit, which was the total Partners' Equity per Unit
as reflected in the Consolidated Balance Sheet of
the Partnership and Subsidiary Companies at October
1, 1978. The total Partners' Equity at December
31, 1997 is $.02 per Unit. Accordingly, counsel
has advised the General Partners that if the
Partners' contributions are determined on the basis
provided in the Certificate, distributions of $2.19
per unit made to Unitholders on or before December
31, 1997 and a portion of the distributions
subsequent to December 31, 1997 will be treated as
a return of the Partners' contribution to the
Partnership. Such counsel have also advised the
General Partners, however, that it is uncertain
whether the assets of a partnership are valued at
book value or fair market value for purpose of
determining whether a distribution is a return of
the Partners' contribution. If the amount of the
Partners' contribution was determined on the basis
of the fair market value of the Partnership's
assets at the time such assets were transferred to
the Partnership, it is likely that an additional
portion of the distribution made following the
closing of the sale of Partnership assets would be
treated as a return of the Partners' contribution.
The precise amount that would be treated as a
return of the Partners' contribution would depend
on fair market value of the Partnership's assets at
the time of the transfer from TLC and the fair
market value of the partnership's remaining assets
following the sale of assets and the distribution
to Unitholders.
<PAGE>
Page 8
PART I
Possible Liability as General Partners
Limited Partners are generally not liable for
the debts or losses of a limited partnership beyond
the amount of their capital contributions. Under
the Partnership Agreement, the General Partners are
vested with exclusive authority to manage and
conduct the business and affairs of the Partnership
and Limited Partners are entitled to vote only in
limited circumstances. The Partnership has
received an opinion from its Delaware counsel that
under Delaware Law the existence and exercise of
rights granted to the Limited Partners in the
Certificate, including the right to vote on the
sale of assets and amendment to the Partnership
Agreement, will not cause the Limited Partners to
be treated as partners of the Partnership. Any
General Partner acting alone may amend the
Partnership Agreement and the Certificate to add
additional matters material to the business of the
Partnership which a General Partner may submit to
a vote of the Partners in the event of disagreement
among the General Partners, provided that such
General Partners obtains an opinion of counsel that
neither the existence nor the exercise of such
voting rights will cause the Limited Partners to be
liable as a general partner for the debts of the
Partnership.
There is uncertainty as to whether Limited
Partners exercising the powers granted to the
Limited Partners by the Partnership Agreement,
including the right to vote on the proposed sale of
assets and amendment to the Partnership Agreement
could, under certain circumstances, be treated as
general partners under the laws of jurisdictions
other than Delaware in which the Partnership
conducts business. If Limited Partners were deemed
to be general partners, they would be generally
liable for Partnership obligations, which could be
satisfied out of their personal assets. The
Partnership has, however, followed a general policy
of providing in all its material agreements,
including the Partnership's conditional agreement
and the Sale Agreement with the Purchaser, to pay
the liabilities of TLC and that the Partners shall
not be personally liable for the Partnership's
obligation under such agreements. Accordingly,
counsel has advised that a Limited Partner who is
deemed to be a general partner would not be
personally liable for such obligations of the
Partnership. However, counsel had advised the
General Partners that such a partner could, if
assets of TLC were deemed to have been transferred
to the Partnership without fair consideration, be
liable to creditors of TLC up to the amount by
which the value of the assets of the Partnership at
the time of the initial transfer of assets of TLC
to the Partnership exceeds the value of the assets
of the Partnership at the time they become
available to such creditors. Counsel has advised
the Partnership that whether fair consideration has
been given in a particular case is a question of
fact. In their opinion it is unlikely, however,
that the transfer of assets to the Partnership
would be deemed to be without fair consideration
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Page 9
PART I
since, in view of the Partnership's agreement to
pay the liabilities of TLC, the transfer did not
diminish the assets available to satisfy the claims
of creditors of TLC and, at the time the assets
were transferred, the Partnership did not have any
liabilities other than those assumed from TLC.
Therefore, counsel has advised that it is unlikely
that a Limited Partner of the Partnership who is
deemed to be a general partner would have any
liability to creditors of TLC in excess of
distributions received by such partner from TLC and
the Partnership (plus interest).
Under the Delaware Limited Partnership Act,
even if the General Partners were deemed to have
sufficiently provided for the Partnership's
liabilities by the establishment of a reserve fund,
a Unitholder receiving a distribution could be
liable for a period of one year thereafter for
the return of the distribution to the extent
necessary to discharge the Partnership's
liabilities to creditors who extend credit or
whose claims arose prior to such distribution,
including any liabilities in respect of litigations
and other contingent obligations of TLC, if the
distribution were deemed to have been a return of
all or part of his contribution and subsequent
distributions diminished the reserve fund to an
amount insufficient to pay all the Partnership's
liabilities. Counsel has also advised the General
Partners that while there is no authority directly
on point, it appears that this provision would also
apply to distributions to holders of interests in
a partnership who have not been admitted as limited
partners.
Item 4. Submission of Matters to a Vote of
Security Holders
None
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PART II
Item 5. Market for Registrant's Common Stock and
Related Security Holders Matters
Units of limited partnership interest are
traded on the Over-the-Counter Bulletin Board
System under the symbol 3TPLPZ. As of March 2, 1998,
the Partnership has 1,226 Unitholders of
record. Market quotations of the units were
deleted from the National Association of Securities
Dealers Automated Quotation System in January 1990
due to an insufficient number of market makers.
The price range information for 1996 and 1997
is not available to registrant due to insufficient
activity.
During 1996 and 1997, there were no
distributions declared.
Holders of units who elected to be admitted as
limited partners must satisfy all conditions set
forth in the Limited Partnership Agreement. Such
conditions include, among others, the written
acceptance of all provisions of the Limited
Partnership Agreement and the consent of a majority
of the General Partners. Future distributions by
the Partnership are suspended until such time as it
can be determined that the Partnership's net worth
is sufficient to meet its exposure under various
pending litigations.
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PART II
<TABLE>
Item 6. Selected Financial Data
Year Ended December 31,
----------------------------------------------
1997 1996 1995 1994 1993
---- ---- ---- ---- ----
(In Thousands, Except per unit data)
<S> <C> <C> <C> <C> <C>
Net (loss) $(288) $(285) $(290) $(282) $(493)
====== ====== ====== ====== ======
Net (loss) attributable to:
General Partners $ -0- $ -0- $ -0- $( 1) $( 3)
Limited Partners (288) (285) (290) (282) (492)
------ ------ ------ ------ ------
Net (Loss) $(288) $(285) $(290) $(282) $(493)
====== ====== ====== ====== ======
Per Partnership Unit
(based on 6,479,516 units):
Net (loss) $(.0445) $(.0440) $(.0448) $(.0435) $(.0761)
======== ======== ======== ======== ========
Cash distribution paid $ -0- $ -0- $ -0- $ -0- $ -0-
======== ======== ======== ======== ========
Total assets $ 265 $ 510 $ 821 $1,089 $1,442
======== ======== ======== ======== ========
The earnings per share amounts prior to 1997 have been restated as required to
comply with Statement of Financial Accounting Standards No. 128, Earnings Per
Share. For further discussion of earnings per share and the impact of Statement
No. 128, see the notes to the consolidated financial statements.
</TABLE>
<PAGE>
Page 12
PART II
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operation
Introduction and History
The Partnership commenced its business
operations on October 1, 1978. The Partnership was
formed pursuant to the Plan of Complete Liquidation
and Dissolution of Tishman Liquidating Corporation
(formerly Tishman Realty & Construction Co., Inc.).
TLC had been engaged for many years in the
development, construction and ownership of office
buildings. The Partnership's principal objective
is to sell or otherwise dispose of the real
properties and other assets it acquired pursuant to
the Plan and distribute the proceeds to its holders
of units.
Pursuant to the Plan, which was approved by
TLC's shareholders at the Combined Annual and
Special Meeting of Shareholders held on November 7,
1977, on September 30, 1978 TLC transferred all of
its remaining assets to the Partnership in exchange
for units representing substantially all of the
outstanding interests in the Partnership. On
September 30, 1978, TLC assigned to its
shareholders a one-unit interest in the Partnership
for each share of TLC Common Stock held of record
as of the close of business on September 29, 1978,
after giving effect to trading on that date.
Trading in TLC's Common Stock ceased and TLC's
stock transfer books were permanently closed at
such date.
Effective February 11, 1993, the shareholders
and the Board of Directors of TLC approved the
liquidation of TLC.
On May 14, 1993, following the retirement of
Robert V. Tishman as General Partner of the
Partnership, the remaining General Partners then
authorized the dissolution of the Partnership
pursuant to Article 16 of the Limited Partnership
Agreement. On June 30, 1993 all the remaining
assets of the Partnership were to be transferred to
a Liquidating Trust (the "Liquidating Trust"), and
the Trustees of the Liquidating Trust, acting
solely in their fiduciary capacity as Trustees,
were to assume all liabilities of the Partnership.
Upon such transfer to the Liquidating Trust, the
Partnership was to close its Unit transfer books;
and was to request the National Quotation Bureau,
Inc. to cease carrying quotations of the Units.
All Unitholders of the Partnership were to be
deemed beneficial owners (the "Beneficiaries") of
a pro rata share of the aggregate beneficial
interest of the Liquidating Trust (the "Beneficial
Interest"). The Beneficial Interests were to be
non-transferable except by will, intestate
succession or operation of law.
On June 30, 1993, after further consideration,
the general partners determined that it is in the
best interest of the Partnership and the
Unitholders to continue the dissolution and
<PAGE>
Page 13
PART II
liquidation of the Partnership in partnership form.
Therefore, the Partnership will continue to
maintain its Unit transfer books and the Units will
continue to be registered under the Securities Act
of 1933 and the Securities Exchange Act of 1934.
Results of Operations
Interest income amounted to $11,000 (1997),
18,000 (1996), and $46,000 (1995) . The interest
income has been generated from cash available for
investment purposes. There has been less
cash available for each of the three years ended
December 31, 1997.
General and administrative expenses amounted
to $299,000(1997), $303,000(1996) and
$336,000(1995). The 1997 expense reflects the
effects of the limited activity of Partnership.
The decrease in such expenses is principally due
to an decrease in legal, professional,
administrative and other costs incurred to wind
up the business affairs of the Partnership.
It is expected that the Partnership will exhaust its
remaining funds during the first quarter of 1998
and is expected to cease operations with no further
distributions being made to its partners.
Impact of year 2000 - since the Partnership will
exhaust its remaining funds over the next year, the
year 2000 issue will have no effect on the entity.
Financial Condition
As indicated in the Consolidated Financial
Statements, Partners' Equity at December 31, 1997
aggregated $135,000. The Partnership's remaining
equity, however, may not be realized in its
entirety due to one or more of the following:
(a) Certain sundry assets will not be
ultimately realized in cash.
(b) The Partnership has an obligation to pay
any liabilities which ultimately arise
from the various contingencies described
in Item 3 (Legal Proceedings and
Contingent Liabilities) of this report.
Management is unable, at this time, to
predict the extent, if any, to which the
Partnership may be required to pay such
liabilities.
Summary
It is in the opinion of management that all of
the Partnership assets which had market values in
excess of the carrying values reflected in the
financial statements have been disposed of. Future
distributions by the Partnership are suspended
until such time as it can be determined that the
Partnership's net worth is sufficient to meet its
exposure under various pending litigations.
Item 8. Financial Statements and Supplementary Data
The response to this Item is submitted in a
separate section of this report.
<PAGE>
Page 14
ANNUAL REPORT ON FORM 10-K
ITEM 8 AND ITEM 14(a)(1)
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
LIST OF FINANCIAL STATEMENTS
YEAR ENDED December 31, 1997
TEECO PROPERTIES L.P. (A LIMITED PARTNERSHIP)
NEW YORK, NEW YORK
<PAGE>
Page 15
FORM 10-K--ITEMS 8 AND 14 (a) (1)
TEECO PROPERTIES L.P. (A LIMITED PARTNERSHIP)
INDEX OF FINANCIAL STATEMENTS
The following consolidated financial statements
of Teeco Properties L.P. (A Limited Partnership)
and subsidiaries are included in Item 8:
Consolidated balance sheets--December 31, 1997 and 1996 ...............14
Consolidated statements of operations--Years ended
December 31, 1997, 1996 and 1995.....................................15
Consolidated statements of partners' equity--Years
ended December 31, 1997, 1996 and 1995...............................16
Consolidated statements of cash flows
--Years ended December 31, 1997, 1996 and 1995.......................17
Notes to consolidated financial statements --
December 31, 1997 ...................................................18
All schedules for which provision is made in the
applicable accounting regulation of the Securities
and Exchange Commission are not required under the
related instructions or are inapplicable, and
therefore have been omitted.
<PAGE>
Page 16
REPORT OF INDEPENDENT AUDITORS
To The Partners
Teeco Properties L.P.
(A Limited Partnership)
We Have audited the accompanying consolidated
balance sheets of Teeco Properties L.P. and
subsidiaries (the "Company") as of
December 31, 1997 and 1996, and the related
consolidated statements of operations, partners'
equity and cash flows for each of the three years
in the period ended December 31, 1997. These
financial statements are the responsibility of
the Company's management. Our responsibility is
to express an opinion on these financial
statements 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 consolidated financial
statements referred to above present fairly, in all
material respects, the consolidated financial
position of the Company at December 31,
1997 and 1996, and the consolidated results of
their operations and their cash flows for each of
the three years in the period ended December 31,
1997, in conformity with generally accepted
accounting principles.
/s/ ERNST & YOUNG LLP
New York, New York
February 3, 1998
<PAGE>
Page 17
CONSOLIDATED BALANCE SHEETS--Notes A and B
[CAPTION]
TEECO PROPERTIES L.P.
(A Limited Partnership)
AND SUBSIDIARY COMPANIES
<TABLE>
December 31,
-----------------------
1997 1996
---- ----
(In thousands)
<S> <C> <C>
ASSETS
Cash, including short-term interest bearing
certificates of deposit of $110,000 and
$104,000 in 1997, and 1996 respectively $ 201 $ 446
Other receivables 1 1
Sundry other assets--Note C 63 63
------ ------
TOTAL ASSETS $ 265 $ 510
====== ======
LIABILITIES AND PARTNER'S EQUITY
Accounts payable, accrued expenses and
sundry liabilities--Note D, representing
total liabilities $ 130 $ 87
------ ------
Partner's equity--Notes B, E, and F
General partners -- 200 units - -
Limited partners -- 6,479,316 units 135 423
------ ------
TOTAL PARTNER'S EQUITY 135 423
------ ------
Contingencies and other
comments--Note F
TOTAL LIABILITIES AND PARTNER'S EQUITY $ 265 $ 510
====== ======
</TABLE>
See notes to consolidated financial statements.
<PAGE>
Page 18
CONSOLIDATED STATEMENTS OF OPERATIONS--Notes A and B
[CAPTION]
TEECO PROPERTIES L.P.
(A Limited Partnership)
AND SUBSIDIARY COMPANIES
<TABLE>
Year Ended December 31,
--------------------------
1997 1996 1995
---- ---- ----
(In Thousands, Except Per Partnership Unit Data)
<S> <C> <C> <C>
Interest income principally from
certificates of deposit $ 11 $ 18 $ 46
General and administrative expense 299 303 336
----- ----- -----
Net (loss) $(288) $(285) $(290)
====== ====== ======
Net (loss) attributable to:
General Partners $ - $ - $ -
Limited Partners (288) (285) (290)
------ ------ ------
$(288) $(285) $(290)
====== ====== ======
Per Partnership Unit:
Net (loss)--Note E(4) $(.0445) $(.0440) $(.0448)
======== ======== ========
Cash Distributions paid --Note E(3) $ -0- $ -0- $ -0-
====== ====== ======
</TABLE>
See notes to consolidated financial statements.
<PAGE>
Page 19
CONSOLIDATED STATEMENTS OF PARTNERS' EQUITY--Notes A and B
[CAPTION]
TEECO PROPERTIES L.P.
(A Limited Partnership)
AND SUBSIDIARY COMPANIES
For The Years Ended December 31, 1997, 1996, and 1995
<TABLE>
General Limited Total
Partners' Partners' Partners'
Equity Equity Equity
-------- -------- ---------
(In Thousands)
<S> <C> <C> <C>
Balance at December 31, 1994 $ - $ 998 $ 998
(Charges) arising from
Net (loss) - (290) (290)
------ ------- -------
Balance at December 31, 1995 - 708 708
(Charges) arising from
Net (loss) - (285) (285)
------ ------- -------
Balance at December 31, 1996 - 423 423
(Charges) arising from
Net (loss) - (288) (288)
------ ------- -------
Balance at December 31, 1997 - $ 135 $ 135
====== ======= =======
Units outstanding at:
December 31, 1997, 1996 and 1995 200 6,479,316 6,479,516
====== ========= =========
</TABLE>
See notes to consolidated financial statements.
<PAGE>
Page 20
CONSOLIDATED STATEMENTS OF CASH FLOWS--Notes A and B
[CAPTION]
TEECO PROPERTIES L.P.
(A Limited Partnership)
AND SUBSIDIARY COMPANIES
<TABLE>
Year Ended December 31,
-------------------------
1997 1996 1995
---- ---- ----
(In Thousands)
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net (loss) $ (285) $ (290) $ (282)
Adjustments to reconcile net (loss) to
net cash (used in) operating activities:
Depreciation - - -
Changes in operating assets and
liabilities:
Decrease in other receivables - - 1
Decrease (increase) in sundry other
assets - 19 (7)
Increase (decrease) in accounts payable,
accrued expenses and sundry liabilities 43 (26) 22
----- ------ -----
NET CASH (USED IN)
OPERATING ACTIVITIES (245) (292) (274)
------ ------ ------
Cash, including certificates of deposit
at beginning of year 446 738 1,012
------ ------ ------
CASH, INCLUDING CERTIFICATES OF DEPOSIT
AT END OF YEAR $ 201 $ 446 $ 738
====== ===== =====
</TABLE>
See notes to consolidated financial statements.
<PAGE>
Page 21
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
TEECO PROPERTIES L.P.
(A Limited Partnership)
AND SUBSIDIARY COMPANIES
December 31, 1997
NOTE A--PRINCIPLES OF CONSOLIDATION AND BASIS OF PREPARATION
The consolidated financial statements include
the accounts of Teeco Properties L.P. ("Teeco"
and the "Partnership"), and (i) corporations
wholly-owned by Teeco and (ii) investments in joint
ventures, both of which are inactive. During 1979,
Teeco sold its interests in substantially all of
its properties and ventures and its real estate
operations were effectively terminated. The assets
and liabilities transferred from Tishman
Liquidating Corporation ("Tishman Liquidating")
(see Notes B and F(1)) had been recorded on the
accounts of Teeco principally at the net carrying
amounts of such assets and liabilities on the books
of Tishman Liquidating. Intercompany transactions
of a material nature have been eliminated in
consolidation. The Partnership considers all
highly liquid investments with a maturity of three
months or less when purchased to be cash
equivalents.
USE OF ESTIMATES
The preparation of financial statements in
conformity with Generally Accepted Accounting
Principles requires management to make estimates
and assumptions that affect the amounts reported in
the financial statements and accompanying notes.
Actual results could differ from these estimates.
NOTE B--FORMATION OF THE PARTNERSHIP
Teeco was formed on August 17, 1978 pursuant
to a Plan of Complete Liquidation and Dissolution
(the "Plan") approved by the shareholders of
Tishman Liquidating on November 7, 1977. The
partnership term will continue until December 31,
2051, unless sooner terminated under conditions as
set forth in the Partnership Agreement. On
September 30, 1978, certain assets (aggregating
$77,557,000) net of certain related liabilities
(aggregating $63,259,000), were transferred from
Tishman Liquidating in exchange for 6,479,516 units
representing limited partnership interests
("Units") in Teeco (see Note F(1)).
Tishman Liquidating subsequently assigned all
its units to its shareholders pursuant to the Plan.
Of the 6,479,516 units transferred, 70,200 units
were designated general partners' units pursuant to
the terms of the Limited Partnership Agreement.
On May 14, 1993, Robert V. Tishman retired as
a General Partner of the Partnership and
transferred his 70,000 General Partner units (book
value of approximately $21,000) to Limited Partner
units.
<PAGE>
Page 22
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--Continued
TEECO PROPERTIES L.P.
(A Limited Partnership)
AND SUBSIDIARY COMPANIES
NOTE C--SUNDRY OTHER ASSETS
1997 1996
---- ----
(In Thousands)
Furniture, fixtures and equipment--at cost $ 52 $ 52
Less accumulated depreciation -0- -0-
----- -----
52 52
Unexpired insurance 11 11
----- -----
$ 63 $ 63
===== =====
NOTE D--ACCOUNTS PAYABLE, ACCRUED EXPENSES AND SUNDRY LIABILITIES
1997 1996
---- ----
(In Thousands)
Accrued leasing commissions $ 0 $ 10
Other 130 77
---- ----
$130 $ 87
==== ====
NOTE E--PARTNERS' EQUITY
1. No provision for Federal, state and local
income taxes has been made since Teeco is not
subject to income taxes and the corporations
included in the consolidated financial
statements did not generate profits.
For the years ended December 31, 1997, 1996
and 1995, there were no reported differences
between the consolidated financial statements
and the U.S. Partnership Income Tax Return.
2. Pursuant to the Limited Partnership Agreement,
twenty-five percent (25%) of Partnership
income, gains, losses, deductions and credits
for each fiscal year shall be allocated among
the persons who were owners of Partnership
Units at the end of each of the four fiscal
quarters of such year in proportion to the
number of Units held by each of them at the
end of the fiscal quarter in question. In
addition, any gain or loss of more than
$100,000 from a single transaction shall be
allocated among the unit holders at the end of
the fiscal quarter in which such gain or loss
is included in Teeco's taxable income on the
same method as stated above. During 1997,
1996 and 1995 there were no gain or loss of more
<PAGE>
Page 23
PART II
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--Continued
TEECO PROPERTIES L.P.
(A Limited Partnership)
AND SUBSIDIARY COMPANIES
than $100,000 from a single transaction.
3. Effective July 1988, Teeco has suspended
further cash distributions until such time as
it can be determined that its net worth is
sufficient to meet its exposure under various
pending litigations, etc.
(See Note F(1)).
4. Per unit amounts set forth in the financial
statements are based on the weighted average
number of units outstanding during the
applicable periods. The number of units used
in the computation for each period was
6,479,516.
NOTE F--CONTINGENCIES AND OTHER COMMENTS
1. In connection with Tishman Liquidating's Plan
of Complete Liquidation and Dissolution (see
Note B), Tishman Liquidating retained assets
to liquidate certain fixed and contingent
liabilities, consisting of claims, litigation
and disputed obligations, as to which
uncertainties exist. During the period from
October 1, 1992 to February 11, 1993, Tishman
Liquidating exhausted substantially all of its
assets and was liquidated. Accordingly, Teeco
will be required to pay the remaining balance
of such fixed and contingent liabilities under
an agreement with Tishman Liquidating in
accordance with the Plan. The ultimate
outcome of the foregoing cannot be determined
at this time. Accordingly, no provision for
any liability that may result has been made in
the accompanying consolidated financial
statements. See Item 3 (Legal Proceedings and
Contingent Liabilities - TLC Litigation)
included elsewhere in this Annual Report on
Form 10-K for a description of certain of the
contingent liabilities to which Tishman
Liquidating (which had stockholders' equity of
approximately $23,000 and $-0- after
liquidation at September 30, 1992 and February
11, 1993 respectively) and now Teeco is
subject.
<PAGE>
Page 24
PART II
2. On May 14, 1993, following the retirement of
Robert V. Tishman as General Partner of Teeco,
the remaining General Partners authorized the
dissolution of the Partnership pursuant to
Article 16 of the Limited Partnership
Agreement. On June 30, 1993 all the remaining
assets of Teeco were to be transferred to a
Liquidating Trust and the Trustees of such
Liquidating Trust, acting solely in their
fiduciary capacity as Trustees, were to assume
all liabilities of Teeco.
On June 30, 1993 after further consideration,
the General Partners determined that it is in
the best interest of the Partnership and the
Unitholders to continue the dissolution and
liquidation of the Partnership in partnership
form. Therefore, the Partnership will
continue to maintain its Unit transfer books
and the Units will continue to be registered
under the Securities Exchange Act of 1934.
3. See the last paragraph of Item 11 "Executive
Compensation" and Item 13 "Certain
Relationships and Related Transactions"
included elsewhere herein for information
relating to the allocation of certain expenses
among Teeco and other related parties.
<PAGE>
Page 25
PART II
Item 9. Disagreements on Accounting & Financial Disclosure
Not applicable
<PAGE>
Page 26
PART III
Item 10. Directors and Executive Officers of the Registrant
Name Age Principal Occupation
- --------------- --- -------------------------
Jerry I. Speyer 57 Managing General Partner
and President of Tishman
Speyer Properties, Inc.,
a General Partner of
Tishman Speyer
Properties.
Carl Glick 76 President of CYGY Realty
Corp., a General Partner;
President of Carl Glick
Company.
David Augarten 42 Chief Financial
Officer, a Senior Managing
Director, and
Treasurer of Tishman
Speyer Properties,
Inc., a General
Partner of Tishman
Speyer Properties.
Mr. Speyer has been a General Partner of the
Partnership since the Partnership was formed.
Prior to its liquidation, Mr. Speyer had been
President of TLC since 1978.
On November 30, 1978 CYGY Realty Corp., all of
the stock of which is owned by Mr. Glick, became a
General Partner of the Partnership. On the same
date Mr. Glick, was elected a director of TLC.
During the period June 1978 through November 1978,
Mr. Glick was a limited partner and consultant of
Neuberger and Berman, members of the New York Stock
Exchange. From August 1976 through May 1978, Mr.
Glick was a general partner of Neuberger and
Berman, members of the New York Stock Exchange.
Prior thereto, Mr. Glick was a partner of David J.
Greene Co., members of the New York Stock Exchange.
Effective June 15, 1996, David Augarten, a Senior
Managing Director, Treasurer and Chief Financial
Officer of Tishman Speyer Properties, Inc., the
General Partner of Tishman Speyer Properties was
appointed as the Chief Financial Officer of the
Partnership.
Item 11. Executive Compensation
The following table sets forth the cash and
equivalent renumeration and aggregate contingent
forms of renumeration incurred by the Partnership
and its subsidiaries during 1997 to all General
Partners and the chief financial officers of the
Partnership.
<PAGE>
Page 27
PART III
Securities
or Property,
Salaries Insurance
and Benefits or
Name of General Reimbursements,
Individual or Capacity in Partners' Personal
Persons in Group Which Served Fees Benefits
- ---------------- --------------- ------------ ---------------
David Augarten Chief Financial
Officer $10,000 $-0-
General Partners
and Chief Financial
Officer as a Group
(3 persons) $10,000 $-0-
Since August 1982 no compensation has been paid
to the General Partners.
During the 1978 fiscal year Messrs. Robert V.
Tishman and Jerry I. Speyer entered the real estate
development business under the name Tishman Speyer
Properties and, along with certain other employees
of TLC and the Partnership, devoted a portion of
their time to this business. Commencing October 1,
1978, the Partnership, TLC and Tishman Speyer
Properties shared office space, certain employees
and overhead services and facilities, and divided
their costs based on utilization of such offices,
employees services and facilities. Such amounts
did not include an allocation to Tishman Speyer
Properties of amounts paid by TLC and the
Partnership to Messrs. Tishman and Speyer under
their consulting and employment agreements, because
such agreements contemplated that Messrs. Tishman
and Speyer would not have devoted all of their time
to the business of TLC and the Partnership.
<PAGE>
Page 28
PART III
Item 12. Security Ownership of Certain
Beneficial Owners and Management
As of March 2, 1998, the following persons
had reported to the Securities and Exchange
Commission * beneficial ownership in the amounts
shown of more than five percent of the units of
limited partnership interest:
% of
Amount and Nature Total
Name and Address of Beneficial Owner of Beneficial Ownership Units
- ------------------------------------ ----------------------- -----
Goldman, Sachs & Co.
85 Broad Street
New York, N.Y. 10004 1,017,256 direct 15.7%
Gruss & Co. and related entities 540,000 direct and 8.3
450 Park Avenue indirect
New York, N.Y. 10022
Bernard J. Lasker and related entities 486,494 direct and 7.5
20 Broad Street indirect
New York, N.Y.
SB Contingency Fund Partnership 384,463 direct 5.9
1 New York Plaza
New York, N.Y. 10004
* Schedule 13G dated February 4, 1992, filed by
Goldman Sachs & Co.; Schedule 13D dated January 14,
1980 filed by Gruss & Co. and related persons; and
Schedule 13D dated January 18, 1980 filed by
Bernard J. Lasker and Lasker, Stone & Stern;
Schedule 13D dated October 1, 1982 filed by SB
Contingency Fund Partnership (successor in interest
to SBBD Liquidating Partnership); Schedule 13G
dated January 31, 1982 filed by John L. Tishman,
Louise T. Rothman and William E. Spiro.
<PAGE>
Page 29
PART III
% of
Amount and Nature Total
Name and Address of Beneficial Owner of Beneficial Ownership Units
- ------------------------------------ ----------------------- -----
John L. Tishman, individually and 338,256 (1) direct and 5.2
as co-trustee indirect
666 Fifth Avenue
New York, N.Y. 10103
Louise T. Rothman, as co-trustee 332,837 (1) direct and 5.1
24 Avenue 30 indirect
Venice, California 90291
William E. Spiro, as co-trustee 332,426 (1) indirect 5.1
15 Columbus Circle
New York, N.Y. 10023
(1) 332,426 Units are held by two trusts of which
John L. Tishman, William E. Spiro and Louise T.
Rothman are co-trustees. In one trust, which holds
275,633 Units, Mr. Tishman has a one-third
remainder interest. Ms. Rothman is a beneficiary
of the second trust which holds 56,793 Units. The
figure for John L. Tishman includes 5,830 Units
held by the Rose and John Tishman Fund, Inc. of
which Mr. Tishman is a director and officer. Mr.
Tishman disclaims ownership of a beneficial
interest in 246,378 Units listed. Mr. Spiro
disclaims ownership of a beneficial ownership in
all of the Units listed. Ms. Rothman, who owns an
additional 411 Units individually, disclaims a
beneficial interest in 275,633 Units listed.
Mr. John L. Tishman, who is a cousin of Mr.
Robert V. Tishman, is president of Tishman Realty
& Construction Co., Inc. performed construction
management services in two of the land assemblages
sold to the Purchaser. Mr. John L. Tishman was an
executive vice president of Tishman Liquidating
Corporation prior to the sale of its construction
and research divisions to Rockefeller Center, Inc.
in October 1976.
<PAGE>
Page 30
PART III
The following table includes information as to
the number of units beneficially owned, directly or
indirectly at March 2, 1998 by each of the
General Partners. Except to the extent of the
units set forth in the table each General Partner
disclaims beneficial ownership of the units
described in footnote (1) below.
Name Units
- -------------------- -------------
Jerry I. Speyer 1,685 (1) (2)
CYGY Realty Corp 101 (2)
(1) The figure for Jerry I. Speyer includes 169
Units held jointly with his former wife. In
addition, Mr. Speyer also owns 472 Units as
custodian for his daughter, Valerie Hope Speyer.
(2) 100 of the Units held by Jerry I. Speyer and
100 of the Units held by CYGY Realty Corp. have
been designated as General Partner Units, as such
term is used in the Partnership Agreement.
At February 21, 1998 the General Partners and
the Chief Financial Officer, as a group (3
persons)beneficially owned 1,786 units
(approximately .03% of the outstanding units).
Item 13. Certain Relationships and Related
Transactions
The Partnership shares office space, certain
employees and overhead services and facilities with
Tishman Speyer Properties, a limited partnership
engaged in the business of providing real estate-related
services. Tishman Speyer Properties is indirectly owned
by Jerry I. Speyer, a General Partner of the Partnership
and its Chief Financial Officer is the Chief Financial
Officer of the Partnership. Costs of employees are
divided between the Partnership and Tishman Speyer
Properties based on utilization of such employees.
During 1997, the Partnership paid Tishman Speyer
(1)$142,000 of its allocable share of the cost of
employees of Tishman Speyer and (2)$11,000 for its
allocable share of the costs of postage, office
supplies, etc. of Tishman Speyer. Tishman Speyer
provides office space and overhead services and
facilities to the Partnership without charge under
an arrangement entered into prior to 1984.
<PAGE>
Page 31
PART IV
Item 14. Exhibits, Financial Statement
Schedules, and Reports on Form 8-K
(a)
1. The response to this portion of Item 14 is
submitted as a separate section of this report.
2. None
3. Exhibits
2.1 Plan of Complete Liquidation and
Dissolution of Tishman Realty &
Construction., Inc. Incorporated by
reference from Exhibit A to the
Proxy Statement which formed part
of Amendment No. 1 to Registration
Statement No. 2-60054.
3.1 Certificate of Limited Partnership
of Teeco Properties L.P. together
with First and Second Amendments of
the Certificate of Limited
Partnership. Incorporated by
reference from Exhibit 2 (iii) to
registrant's report on Form 10-K
for the fiscal year ended December
31, 1978. Third and Fourth
Amendments of the Certificate of
Limited Partnership are
incorporated by reference from
Exhibit 2 (i) to registrant's
report of Form 10-K for the fiscal
year ended December 31, 1979.
3.2 Limited Partnership Agreement of
Teeco Properties L.P. Incorporated
by reference from Exhibit 2 (ii) to
registrant's report on Form 10-K
for the fiscal year ended December
31, 1978. Amendment of Limited
Partnership Agreement of Teeco
Properties L.P. is incorporated by
reference from Exhibit 2 (ii) to
registrant's report on Form 10-K
for the fiscal year ended December
31, 1978.
10.1 Assignment and Assumption Agreement
dated as of September 30, 1978
between Tishman Realty &
Construction Co., Inc. and Teeco
Properties L.P. Incorporated by
reference from Exhibit 2 (v) to
registrant's report on Form 1-K for
the fiscal year ended December, 31,
1978.
10.2 Executive Employment Agreement
dated as of November 29, 1977
between Tishman Realty &
Construction Co., Inc. and Jerry I.
Speyer, as countersigned by Teeco
<PAGE>
Page 32
PART IV
Properties L.P. on September 30,
1978. Incorporated by reference
from Exhibit 2 (iv) to registrant's
report on Form 10-K for the fiscal
year ended December 31, 1978.
10.3 Contract of Sale, dated June 22,
1979, between Teeco Properties L.P.
and Lazard Realty, Inc.
Incorporated by reference from
Exhibit 2 (iii) to registrant's
report on Form 10-K for the fiscal
year ended December 31, 1979.
10.4 Assignment of mortgage dated
December 22, 1980 between Teeco
Properties L.P. and H & H
Associates. Incorporated by
reference to registrant's report on
Form 10-K for the fiscal year ended
December 31, 1980.
22. Subsidiaries of the registrant
Percentage
of Voting
Securities
Owned by State of
Immediate Incorporation
Parent or Organization
----------- ---------------
Subsidiaries of the Registrant:
1166 Sixth Corp. 100% New York
1170 Sixth Corp. 100% New York
Tishman Landing Inc. 100% New York
Madison Decorating Co., Inc. 100% New York
LST Investors Corp. * 100% New York
The accounts of all of the foregoing inactive
subsidiaries are included in the consolidated
financial statements.
(b) Reports on Form 8-K
No reports on Form 8-K were filed in the
last quarter of the fiscal year ended
December 31, 1997.
(c) Exhibits
See (a) 3 above.
(d) Financial Statement Schedule
None.
* Subsidiary of 1170 Sixth Corp.
<PAGE>
Page 33
SIGNATURES
Pursuant to the requirements of Section 13 or
15 (d) of the Securities Exchange Act of 1934, the
Partnership has duly caused this report to be
signed on its behalf by the undersigned, thereunto
duly authorized.
TEECO PROPERTIES L.P.
(Registrant)
Dated March 25, 1998
By: /S/ JERRY I. SPEYER
Jerry I. Speyer, Managing General Partner
Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed
below by the following persons on behalf of the
registrant and in the capacities and on the dates
indicated.
Signatures Title Date
--------------------- ---------------- ------------------
/S/ JERRY I. SPEYER Managing General March 2, 1998
--------------- Partner
Jerry I. Speyer
/S/ CARL GLICK General Partner March 2, 1998
-----------------
Carl Glick, President
CYGY Realty Corp.
/S/ DAVID AUGARTEN Chief Financial March 2, 1998
----------------- Officer and
David Augarten Principal Accounting
Officer
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM THE TEECO PROPERTIES
L.P. FORM 10-K ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 1997 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<CASH> 342,000
<SECURITIES> 104,000
<RECEIVABLES> 1,000
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 63,000
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 510,000
<CURRENT-LIABILITIES> 87,000
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 423,000
<TOTAL-LIABILITY-AND-EQUITY> 510,000
<SALES> 0
<TOTAL-REVENUES> 18,000
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 303,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (285,000)
<INCOME-TAX> 0
<INCOME-CONTINUING> (285,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (285,000)
<EPS-PRIMARY> (.044)
<EPS-DILUTED> (.044)
</TABLE>
