SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Commission File
For the year ended December 31, 1994 No. 0-9684
WINTHROP PARTNERS 80 LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
Massachusetts 04-2693546
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One International Place, Boston, Massachusetts 02110
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (617) 330-8600
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Units of Limited Partnership Interest
(Title of Class)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
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/A or any amendment to
this Form 10-K/A.
[ X ]
No voting stock is held by nonaffiliates of the Registrant.
<PAGE>
SIGNATURES
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.
WINTHROP PARTNERS 80 LIMITED
PARTNERSHIP
By: ONE WINTHROP PROPERTIES, INC.,
Managing General Partner
Date: July 28, 1995 By: /s/Judith A. Miller
____________________
Judith A. Miller
Vice President
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Title of Document
3 Amended and Restated Agreement of Limited Partnership of Winthrop
Partners 80 dated as of June 5, 1980 (incorporated herein by
reference to the Registrant's Registration Statement on Form S-11,
File No. 2-66725).
4 See Exhibit (3).
10(a) Property Management Agreement between Winthrop
Partners 80 and WP Management Co., Inc. dated
February 12, 1980 (incorporated herein by reference
to the Registrant's Registration Statement on Form
S-11, File No. 2-66725).
10(b) Property Management Subcontract between WP Manage-
ment Co., Inc. and Winthrop/Dolben Management Co.,
Inc. dated as of February 12, 1980 (incorporated
herein by reference to the Registrant's Registra-
tion Statement on Form S-11, File No. 2-66725).
10(c) Documents relating to Dairymart, formerly The Lawson Company
("Dairymart"), property in Bolivar, Ohio (incorporated herein by
reference to the Registrant's Current Report on Form 8-K dated
October 10, 1980).
10(d) Documents relating to the Dairymart property in Creston, Ohio
(incorporated herein by reference to the Registrant's Current Report
on Form 8-K dated October 10, 1980).
10(e) Documents relating to the Dairymart property in Ashtabula, Ohio
(incorporated herein by reference to the Registrant's Current Report
on Form 8-K dated October 10, 1980).
10(f) Documents relating to the Dairymart property in Royal Oak, Michigan
(incorporated herein by reference to the Registrant's Current Report
on Form 8-K dated October 10, 1980).
<PAGE>
10(g) Documents relating to the Dairymart property in Berkley, Michigan
(incorporated herein by reference to the Registrant's Current Report
on Form 8-K dated October
10, 1980).
10(h) Documents relating to the Dairymart property in St. Clair Shores,
Michigan (incorporated herein by reference to the Registrant's
Current Report on Form 8-K dated October 10, 1980).
10(i) Document relating to the Toys "R" Us, Inc. ("Toys") property in
Livingston, New Jersey (incorporated herein by reference to the
Registrant's Current Report on Form 8-K dated December 2, 1980).
10(j) Documents relating to the Toys property in Beaumont, Texas
(incorporated herein by reference to the Registrant's Current Report
on Form 8-K dated December 2, 1980).
10(k) Documents relating to the Motorola, formerly Duckwall-Alco Stores,
Inc., property in Mt. Pleasant, Iowa (incorporated herein by
reference to the Registrant's Current Report on Form 8-K dated
January 7, 1981).
Release Agreement and Assumption and Assignment of Lease, dated
September 29, 1989. (incorporated herein by reference to the
Registrant's annual report on Form 10-K dated March 31, 1992)
First Amendment to Sublease, dated March 31, 1990. (incorporated
herein by reference to the Registrant's annual report on Form 10-K
dated March 31, 1992)
Second Amendment to Sublease, dated April 9, 1991. (incorporated
herein by reference to the Registrant's annual report on Form 10-K
dated March 31, 1992)
<PAGE>
10(l) Documents relating to the Duckwall-Alco Stores, Inc.
property in Nebraska City, Nebraska (incorporated
herein by reference to the Registrant's Current
Report on Form 8-K dated January 7, 1981).
Assumption and Amendment to Lease, dated September
11, 1989. (incorporated herein by reference to the
Registrant's annual report on Form 10-K dated
March 31, 1992)
10(m) Documents relating to the Wal-Mart Stores, Inc. ("Wal-Mart")
property in Bowling Green, Kentucky (incorporated herein by
reference to the Registrant's Current Report on Form 8-K dated
January 7, 1981).
10(n) Documents relating to the Wal-Mart property in Victoria, Texas
(incorporated herein by reference to the Registrant's Current Report
on Form 8-K dated January 7, 1981).
10(o) Documents relating to the Electric Power Research
Institute, Inc. property in Mecklenburg County, North
Carolina (incorporated herein by reference to the
Registrant's Current Report on Form 8-K dated January
7, 1981).
10(p) Documents relating to the Nations Bank, formerly NCNB and formerly
Bankers Trust Company of South Carolina ("NCNB"), property in
Green-ville, South Carolina (incorporated herein by reference to the
Registrant's Current Report on Form 8-K dated December 9, 1981).
Amendment to Lease, dated February 18, 1991. (incorporated herein by
reference to the Registrant's annual report on Form 10-K dated March
31, 1992)
<PAGE>
10(q) Documents relating to the NCNB property in Anderson, South Carolina
(incorporated herein by reference to the Registrant's Current Report
on Form 8-K dated December 9, 1981).
Amendment to Lease, dated July 29, 1991. (incorporated herein by
reference to the Registrant's annual report on Form 10-K dated March
31, 1992)
10(r) Documents relating to the NCNB property in Johnston, South Carolina
(incorporated herein by reference to the Registrant's Current Report
on Form 8-K dated December 9, 1981).
Amendment to Lease, dated February 8, 1991.
10(s) Documents relating to the Circuit City, formerly Wards Company,
Inc., property in Gaithersburg, Maryland (incorporated herein by
reference to the Registrant's Current Report on Form 8-K dated
December 9, 1981).
10(t) Documents relating to the NCNB property in Beaufort, South Carolina
(incorporated herein by reference to the Registrant's Current Report
on Form 8-K dated January 9, 1982).
Amendment to Lease, dated February 8, 1991. (incorporated herein by
reference to the Registrant's annual report on Form 10-K dated March
31, 1992)
10(u) Pages 7-9, 16-23 and 23-25 of the Partnership's Prospectus dated
June 9, 1980 (filed with the Commission pursuant to Rule 424(b) on
June 19, 1980).
27 Financial Data Schedule for the Period ended December 31, 1994
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information
extracted from audited financial statements for the
year ending December 31, 1994 and is qualified
in its entirety by reference to such financial statements
</LEGEND>
<CIK> 0000315275
<NAME> Winthrop Partners 80
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-START> JAN-01-1994
<PERIOD-END> DEC-31-1994
<EXCHANGE-RATE> 1.00000
<CASH> 728,190
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 69,346
<PP&E> 9,481,461
<DEPRECIATION> 741,473
<TOTAL-ASSETS> 9,537,524
<CURRENT-LIABILITIES> 423,426
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 9,114,098
<TOTAL-LIABILITY-AND-EQUITY> 9,537,524
<SALES> 0
<TOTAL-REVENUES> 1,503,153
<CGS> 0
<TOTAL-COSTS> 70,000
<OTHER-EXPENSES> 103,093
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 1,330,060
<INCOME-TAX> 0
<INCOME-CONTINUING> 1,330,060
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,330,060
<EPS-PRIMARY> 26.810
<EPS-DILUTED> 0.000
</TABLE>
