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
Commission File
For the year ended December 31, 1995 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 or any amendment to this
Form 10-K. [ X ]
No market for the Limited Partnership Units exists and therefore, a market value
for such Units cannot be determined.
<PAGE>
DOCUMENTS INCORPORATED BY REFERENCE
Part of the
Form 10-K Documents Incorporated by Reference
I, III The Prospectus of the Registrant dated June 9, 1980 (the
"Prospectus")
<PAGE>
PART I
Item 1. Business.
Winthrop Partners 80 Limited Partnership (the "Partnership"), a limited
partnership, was organized under the Uniform Limited Partnership Act of the
Commonwealth of Massachusetts on February 5, 1980, for the purpose of owning and
leasing commercial and indus trial real properties. The Partnership was
initially capitalized with contributions of $1,000 from each of the two General
Partners and $5,000 from the Initial Limited Partner. On February 21, 1980, the
Partnership filed a Registration Statement on Form S-11 (the "Registration
Statement") with the Securities and Exchange Commission (the "Commission") with
respect to a public offering of 50,000 units of limited partnership interest
("Units") at a pur chase price of $500 per Unit (an aggregate of $25,000,000).
The Registration Statement was declared effective on June 9, 1980. The offering
terminated in February 1981, at which time 45,636 Units, representing capital
contributions from Limited Partners of $22,818,000, had been subscribed for.
The Partnership's General Partners are One Winthrop Properties, Inc., a
Massachusetts corporation (the "Managing General Partner"), and
Linnaeus-Hampshire Realty Limited Partnership (formerly known as
Linnaeus-Hampshire Realty Company), a Massachusetts limited partnership (the
"Associate General Partner"). One Winthrop Properties, Inc. is a wholly-owned
subsidiary of First Winthrop Corporation ("First Winthrop"), a Delaware
corporation, which is wholly owned by Winthrop Financial Associates, A Limited
Partnership ("WFA"), a Maryland public limited partnership. See "Change in
Control."
The Partnership's only business is owning and leasing improved real
estate. The Partnership's investment objectives and policies are described at
pages 16-23 of its Prospectus dated June 9, 1980 (the "Prospectus") under the
caption "Investment Objectives and Policies," which description is attached
hereto as an Exhibit and incorporated herein by this reference. The Prospectus
was filed with the Commission pursuant to Rule 424(b) on June 19, 1980.
<PAGE>
In December 1981, the Partnership completed its investment of the net
proceeds of the Limited Partners' capital contributions, other than
approximately $200,000 originally set aside as reserves, in 18 real properties.
The Partnership's current reserves net of accounts payable, accrued expenses and
distributions payable to partners of approximately $384,000 are invested in
money market instruments. Eight properties have been sold: one in 1989, two in
1991, two in 1992, two in 1993, and one in January 1996. See, "Dispositions,"
below. Many of the properties are located in areas with depressed economies,
making potential purchasers concerned about a possible rental reduction when
existing leases expire. The Partnership's future cash distributions will include
ongoing disbursements from rental income and one-time disbursements of sale
proceeds. Rental income will be affected by the terms of any new leases, any
tenant improvement and leasing costs associated with renewing leases with
existing tenants or signing leases with new tenants, the loss of rent during any
period when a property is not under lease and the loss of rent after a property
is sold. Distributions of sale proceeds will be made as a partial return of
capital. Pursuant to the Partnership's partnership agreement, sale proceeds are
distributed 100% to limited partners until they have received their $500 per
unit original Capital Contribution. The general partners' 8% share of sale
proceeds would be paid subsequently. See Item 2, "Properties" for a description
of Registrant's remaining properties.
Each of the Partnership's properties are leased to a single tenant with the
exception of the Ashtabula, Ohio property which was vacated by the tenant upon
the expiration of the lease. The tenants under the leases have exclusive control
over the day-to-day business operations conducted at the Properties as well as
decisions with respect to the initiation of any development or renovations at
the Properties. The Partnership has limited approval rights over any such
renovation programs proposed by the tenants. The Partnership has no
responsibility for any maintenance, repairs or improvements associated with
these Properties. In addition, the tenants are responsible for all insurance
requirements and the payment of real estate taxes directly to the taxing
authorities. The Partnership believes that each of the Properties is adequately
covered by insurance.
Each retail tenant is subject to competition from other companies offering
similar products in the locations of the property leased by such tenant. In
addition, the Partnership anticipates that it would be subject to significant
competition in attracting tenants upon the expiration or termination of any of
the leases of its properties. The Partnership has no control over the tenants'
responses to competitive conditions impacting the businesses operated by the
tenants at each of the properties.
Tenants with 1995 rental payments, including percentage rents, of 10% or
more of the Partnership's total annual revenue, are as follows: Wal-Mart Stores,
Inc. store in Victoria, Texas, 24.1%; Wal-Mart Stores, Inc. in Bowling Green,
Kentucky, 32.3%; Toys "R" Us, Inc. in Livingston, New Jersey, 17.9%; and Toys
"R" Us, Inc. in Beaumont, Texas, 15.4%.
Property Matters
Dairy Mart, Ashtabula, Ohio - The lease with Dairy Mart expired on July 1,
1995. The property remains vacant. The Managing General Partner is currently
seeking to obtain a new tenant and is also marketing the property for sale. To
date, no viable offers have been received for the property. The Managing General
Partner does not believe that if a tenant is not obtained or a sale of the
property consummated in the near future that it will have a material adverse
effect on the Partnership.
Dairy Mart, Bolivar, Ohio, Dairy Mart, Creston, Ohio and Royal Oak,
Michigan - The lease with respect to each of these properties was extended at
the current rates. The lease terms with respect to the Creston, Ohio and Royal
Oak, Michigan properties expire on June 30, 1998 and the lease term with respect
to the Bolivar, Ohio property was extended from June 30, 1996 to June 30, 1997.
Dispositions
Dairy Mart, Berkley, MI. The sale of this property closed on September 8,
1993, with the proceeds included in the Third Quarter 1993 distribution paid on
November 13, 1993. The property was sold for approximately $120,000 which is
less than the original purchase price of $185,097, because the property offered
little potential for appreciating in value. The cash-on cash return provided by
the property during its holding period was approximately 7.2% per annum, taking
into account the quarterly distributions attributable to the property and the
return of capital upon sale. The Partnership's original investment in this
property represented approximately 1% of the initial offering proceeds. The
Partnership distributed all of the net proceeds with the 1993 Third Quarter
distribution. On a per-unit basis, $2.61 was distributed as a return of capital.
NCNB, Greenville, SC. The sale of the property closed on September 30,
1993 with the proceeds included in the Third Quarter 1993 distribution paid on
November 13, 1993. The property was sold for approximately $345,000 which is
less than the original purchase price of $816,822, because the property was
vacant and offered little potential for appreciating in value. The cash-on cash
return provided by the property during its holding period was
approximately 5.3% per annum, taking into account the quarterly distributions
attributable to the property and the loss of capital incurred on sale. The
Partnership's original investment in this property represented approximately 4%
of the initial offering proceeds. The Partnership distributed all of the net
proceeds with the 1993 Third Quarter distribution. On a per-unit basis, $6.92
was distributed as a return of capital.
Dairy Mart, St. Clair Shores, MI. The property was sold to an unaffiliated
third party in January 1996 for a price of $140,000 which was less than the
original purchase price of $173,680. The sale proceeds of approximately $3 per
unit, were distributed to limited partners with the first quarter 1996
distribution. The cash-on-cash return provided by the property during its
holding period was approximately 8.12% per annum, taking into account the
quarterly distributions attributable to the property and the return of capital
upon sale. The Partnership's original investment in this properly represented
less than 1% of the initial offering proceeds. The property was sold to Dairy
Mart's sublet tenant. The sale price was determined by independent appraisal.
<PAGE>
Employees
The Partnership does not have any employees. Services are per formed for
the Partnership by its General Partners, and by agents retained by the General
Partners, including an affiliate of the General Partners, Winthrop Management.
Change in Control
Until December 22, 1994, the sole general partner of Linnaeus
Associates Limited Partnership ("Linnaeus"), the sole general partner of WFA,
and the sole general partner of the Associate General Partner was Arthur J.
Halleran, Jr.. On December 22, 1994, pursuant to an Investment Agreement entered
into among Nomura Asset Capital Corporation ("NACC"), Mr. Halleran and certain
other individuals who comprised the senior management of WFA, the general
partnership interest in Linnaeus was transferred to W.L. Realty, L.P. ("W.L.
Realty"). W.L. Realty is a Delaware limited partnership, the general partner of
which was, until July 18, 1995, A.I. Realty Company, LLC ("Realtyco"), an entity
owned by certain employees of NACC. On July 18, 1995 Londonderry Acquisition II
Limited Partnership (Londonderry II"), a Delaware limited partnership, and
affiliate of Apollo Real Estate Advisors, L.P. ("Apollo"), acquired, among other
things, Realtyco's general partner interest in W.L. Realty and a sixty four
percent (64%) limited partnership interest in W.L. Realty, and WFA acquired the
sole general partner interest in the Associate General Partner.
As a result of the foregoing acquisitions, Londonderry II is the sole
general partner of W.L. Realty which is the sole general partner of Linnaeus,
and which in turn is the sole general partner of WFA. As a result of the
foregoing, effective July 18, 1995, Londonderry II, an affiliate of Apollo,
became the controlling entity of the Managing General Partner and the Associate
General Partner. In connection with the transfer of control, the officers and
directors of the Managing General Partner resigned and Londonderry II appointed
new officers and directors. See Item 10, "Directors and Executive Officers of
Registrant.
<PAGE>
Item 2. Properties.
A description of the Partnership's remaining properties is as follows. All
of Registrant's remaining properties are owned in fee.
Total Cost Original
Tenant Date of of the Portfolio Building/
Property/Location Purchase Property(1) Percentage(2) Land (3)
Dairymart
Bolivar, OH(4) 9/23/80 $ 178,163 L. T. 1 2,520/0.8
Creston, OH 9/23/80 150,695 L.T. 1 2,146/0.4
Ashtabula, OH 9/23/80 151,815 L.T. 1 2,500/0.9
Royal Oak, MI 9/23/80 199,237 L. T. 1 2,200/0.4
Toys "R" Us, Inc.
Livingston, NJ 11/19/80 2,127,950 10.7 43,000/5.0
Beaumont, TX 11/19/80 2,234,050 11.3 43,000/4.5
Motorola, Inc.
Mt. Pleasant, IA(5) 12/24/80 982,617 5 35,700/3.0
Duckwall-Alco Stores, Inc. 12/24/80 972,007 5 35,700/2.0
Nebraska City, NE
Wal-Mart Stores, Inc.(6)
Bowling Green, KY 12/30/80 1,877,000 9 81,584/6.5
Victoria, TX(7) 12/30/80 3,121,436 15 96,498/7.8
(1) Includes acquisition fees and expenses.
(2) Represents the percentage of original cash invested in the individual
property of the total cash invested in all properties.
(3) Building size is in square feet, land size is in acres.
(4) During 1987 Dairymart became associated with The Lawson Company and all
Lawson Company stores changed their name to Dairymart.
(5) In 1989, after the original tenant, Duckwall-Alco Stores, Inc., filed for
bankruptcy protection, a new lease for a one-year term with the new tenant,
Motorola, Inc., was entered into.
(6) Building size was expanded from 62,400 square feet in 1985.
(7) Building size was expanded from 91,498 square feet in 1985.
<PAGE>
All of these properties are commercial or industrial in nature. Each of
these properties is under a triple net lease to a single tenant. Each of the
tenants is a public company or a subsidiary of a public company. The following
table sets forth the tenant, business conducted by the tenant, expiration date
of the lease term, renewal options and the 1995 annual base rent for the leases
at the Partnership's remaining properties.
Tenant Business of Lease Renewal 1995 Annual
Property/Location Tenant Expiration Option (1) Base Rent
- ----------------- ----------- ---------- ---------- ---------
Dairymart
Bolivar, OH Convenience 6-30-97 2 - 1 to 5yr $ 18,701
Food Store
Creston, OH) Convenience 6-30-98 4 - 1 to 5yr $ 15,650
Food Store
Royal Oak, MI Convenience 6-30-98 4 - 1 to 5yr $ 20,920
Food Store
Toys "R" Us, Inc.
Livingston, NJ Retail Toy 1-1-2001 7 - 7yr. $214,000(2)
Store
Toys "R" Us, Inc.
Beaumont, TX Retail Toy 1-1-2001 7 - 7yr. $224,700
Store
Motorola, Inc.
Mt. Pleasant, IA Retail Dept. 12-22-2000 1 - 1yr. $109,200
Store
Duckwall-Alco Stores, Inc.
Nebraska City, NE Retail Dept. (3) - $111,600
Wal-Mart Stores, Inc.
Bowling Green, KY Retail Dept. 12-23-2000 5 - 5yr. $361,493(4)
Store
Victoria, TX Retail Dept. 12-23-2000 5 - 5yr. $352,262
(1) The first number represents the number of renewal options. The second
number represents the length of each option.
(2) Additional percentage rent of $48,547, representing a percentage of store
sales, was received in 1995.
(3) In 1989, after the tenant filed for bankruptcy protection, this lease was
renegotiated providing the tenant with the option to terminate the lease in
1992, 1995 and 1998.
(4) Additional percentage rent of $110,982, representing a percentage of store
sales, was received in 1995. No percentage rent is expected to be paid in
1996 or thereafter. The Partnership modified the existing base, effective
November 1994, by increasing the annual base lease payment by $150,000
reducing the percentage rents by $150,000 and allowing Wal-Mart to sublease
the property to another retail operator.
Item 3. Legal Proceedings.
The Partnership is not a party, nor are any of its properties subject, to
any material pending legal proceedings.
Item 4. Submission of matters to a vote of securities holders.
No matters were submitted to a vote of security holders.
<PAGE>
PART II
Item 5. Market Price for Registrant's Common Equity and Related
Stockholder Matters.
There is no established public market for the Units. Trading in the
Units is sporadic and occurs solely through private transactions.
As of March 14, 1996, there were 1,983 holders of Units.
The Partnership's partnership agreement requires that any Cash
Available for Distribution (as defined therein) be distributed quarterly to the
Partners in specified proportions and priorities. There are no restrictions on
the Partnership's present or future ability to make distributions of Cash
Available for Distribution. During the years ended December 31, 1995 and 1994,
Registrant has made the following cash distributions with respect to the Units
to holders thereof as of the dates set forth below in the amounts set forth
opposite such dates:
Distribution with Amount of Distribution
Respect to Quarter Ended Per Unit
1995 1994
---- ----
March 31 5.74 6.64
June 30 10.76 13.90
September 30 7.51 6.59
December 31 7.33 6.72
<PAGE>
Item 6. Selected Financial Data.
The following represents selected financial data for Registrant for the
years ended December 31, 1995, 1994, 1993, 1992 and 1991. The data should be
read in conjunction with the financial statements included elsewhere herein.
This data is not covered by the independent auditors' report.
<TABLE>
For the Year Ended or as of December 31,
--------------------------------------------------------------------
1995 1994 1993 1992 1991
<S> <C> <C> <C> <C>
Operating Revenues - rental &
interest income................. $1,396,523 $1,503,153 $1,464,993 $1,676,528 $1,860,101
Operating Income................ 1,258,714 1,330,060 1,288,664 1,455,412 1,404,302
Gain (loss) on sale of property -- -- (105,909) 279,938 2,204,843
Net Income...................... 1,258,714 1,330,060 1,182,755 1,735,350 3,609,145
Net Income per weighted average
Unit of Limited Partnership
Interest outstanding 23.77 26.81 23.65 35.47 76.12
Total Assets $9,182,611 $9,537,524 $9,867,977 $10,841,926 $12,501,391
Total Cash Distributions per
Unit of Limited Partnership
Interest, including amounts
distributed after year end 31.34 33.85 43.25 70.45 145.37
</TABLE>
<PAGE>
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
The Partnership generates revenues from rental income paid pursuant to
leases with tenants at the Partnership's properties as its primary source of
liquidity. Pursuant to the terms of the leases, the tenants are responsible for
all of the operating expenses with respect to the properties including,
maintenance, capital improvements, insurance and taxes. See "Item 2 Properties"
for a description of these leases.
At December 31, 1995, the Partnership's had $795,018 in cash and cash
equivalents, which represents an increase of $66,828 from December 31, 1994.
This increase was due to a decrease in cash from investing activities which was
more than offset by a decrease in cash used in financing activities.
The Partnership requires cash to pay management fees and general and
administrative expenses. The Partnership's rental and interest income was
sufficient in 1995, and is expected to be sufficient in future years, to pay all
of these amounts as well as to provide for cash distributions to the Partners
from operations.
Through 1995, the results of the Partnership's operations from year to
year have differed primarily because of percentage rental payments, variations
in interest income, and sales of properties. The Partnership received percentage
rental payments of $367,871 on four of its properties in 1993, $438,028 on three
of its properties in 1994 and $159,529 on two of its properties in 1995. The
Partnership has sold eight properties to date which significantly increased the
amount of cash available for distribution with respect to the year in which the
sale took place. There can be no assurance as to the timing and amount of any
such sales in the future. The sale of properties eliminates the rental payments
associated with such properties and, therefore, reduces the cash available for
distribution in future years.
In light of the net and long-term nature of the leases at the properties,
other than those leased to Duck-wall, Motorola and Dairymart, the Partnership
does not expect the results of its operations in past years to vary
significantly in 1995 with respect to these properties, with the following
exceptions. First, the lease of one of these properties provides for periodic
increases in the rental payments, and second, the leases for the nine occupied
properties provide for the payment of percentage rents to the Partnership based
upon the tenant's gross sales at the premises in excess of certain specified
minimum amounts. The amounts, if any, of percentage rents which will be paid to
the Partnership from these properties in the future is dependent on future sales
volumes of the tenants occupying the Partnership's properties. If retail sales
decrease, the Partnership will receive smaller percentage rental payments than
the approximately $159,259 received in 1995, which would decrease the
Partnership's revenues and net income. Third, the Partnership's depreciation
expense will decrease over time because some of these properties are depreciated
under the component method which results in some building components having
shorter useful lives than others.
Because of the net and long-term nature of the original leases,
inflation and changing prices have not significantly affected the Partnership's
revenues and net income. In the future, the Partnership expects inflation and
changing prices to affect the Partnership's revenues. With respect to the
Wal-Mart Bowling Green lease, the additional percentage rents are expected to be
eliminated due to Wal-Mart vacating the property in 1995. With respect to the
Duckwall, Motorola and the three Dairy Mart leases, the remaining terms of the
original leases expire in 1997 and 1998. If a tenant fails to exercise its
renewal option, exercises its option to terminate its lease early or does not
renew at the expiration of the lease term, the Partnership will be competing for
new tenants in the then current rental markets which may not be able to support
terms as favorable as those contained in the original lease options or it may
seek to sell the property. The Partnership is responsible for operating
expenses, such as real estate taxes, insurance and utility expenses associated
with the vacant Ashtabula, Ohio property and would be responsible for similar
expenses if other properties were to become vacant upon the expiration of
leases.
<PAGE>
Item 8. Financial Statements and Supplementary Data.
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
WINTHROP PARTNERS 80 LIMITED PARTNERSHIP
For the Year Ended December 31, 1995
Financial Statements:
Report of Independent Public Accountants
Statements of Income for the Years Ended
December 31, 1995, 1994 and 1993
Balance Sheets as of December 31, 1995 and 1994
Statements of Changes in Partners' Capital
for the Years Ended December 31, 1995, 1994 and 1993
Statements of Cash Flow for the Years Ended
December 31, 1995, 1994 and 1993
Notes to Financial Statements
Financial Statement Schedules:
III - Real Estate and Accumulated Depreciation of Property Held by
Local Limited Partnerships as of December 31, 1995
All schedules prescribed by Regulation S-X other than the one indicated above
have been omitted as the required information is inapplicable or the information
is presented elsewhere in the financial statements or related notes.
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
TO WINTHROP PARTNERS 80 LIMITED PARTNERSHIP:
We have audited the accompanying balance sheets of Winthrop Partners 80
Limited Partnership (a Massachusetts limited partnership) as of December 31,
1995 and 1994, and the related statements of income, changes in partners'
capital and cash flows for each of the three years in the period ended December
31, 1995. These financial statements are the responsibility of Winthrop Partners
80 Limited Partnership'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 financial statements referred to above present fairly, in
all material respects, the financial position of Winthrop Partners 80 Limited
Partnership 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.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. Schedule III listed in Item 14(a)(2) is
the responsibility of Winthrop Partners 80 Limited Partnership management and is
presented for purposes of complying with the Securities and Exchange
Commission's rules and is not a required part of the basic financial statements
and, in our opinion, is fairly stated, in all material respects, the financial
data required to be set forth therein in relation to the basic financial
statements taken as a whole.
ARTHUR ANDERSEN LLP
Boston, Massachusetts
January 31, 1996
<PAGE>
STATEMENTS OF INCOME
<TABLE>
- ------------------------------------------------------------------------------------------------------------------------------------
For the Years Ended
December 31, 1995, 1994 and 1993 1995 1994 1993
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Income:
Rental income from real estate leases
accounted for under the operating
method............................................................. $ 702,265 $ 928,493 $ 871,894
Interest on short-term investments................................... 49,586 35,871 28,256
Interest income on real estate leases
accounted for under the financing
method............................................................. 622,317 538,661 564,843
Other income......................................................... 22,355 128 -
------ ---- -
1,396,523 1,503,153 1,464,993
--------- ---------- ---------
Expenses:
Depreciation and amortization........................................ 73,644 103,093 101,458
Management fees...................................................... 24,310 26,155 25,446
General and administrative........................................... 39,855 43,845 49,425
------ ------- ------
137,809 173,093 176,329
------- -------- -------
Operating income....................................................... 1,258,714 1,330,060 1,288,664
Loss on sale of property, net.......................................... - - (105,909)
Provision for write-down of property................................... (73,000) - -
-------- ------ -
Net income............................................................. $ 1,185,714 $ 1,330,060 $ 1,182,755
= ========= = ========== = =========
Net income allocated to General Partners............................... $ 100,697 $ 106,405 $ 103,093
= ======= = ======== = =======
Net income allocated to Limited Partners............................... $ 1,085,017 $ 1,223,655 $ 1,079,662
= ========= = ========== = =========
Net income per Unit of Limited Partnership
Interest............................................................. $ 23.77 $ 26.81 $ 23.65
= ===== = ====== = =====
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
BALANCE SHEETS
<TABLE>
- ------------------------------------------------------------------------------------------------------------------------------------
December 31, 1995 and 1994 1995 1994
- ------------------------------------------------------------------------------------------------------------------------------------
ASSETS
<S> <C> <C>
Real Estate Leased to Others:
Accounted for under the operating method, at cost,......................
net of accumulated depreciation of $885,378 and
$741,473 as of December 31, 1995 and 1994,.............................
respectively........................................................... $ 3,261,161 $ 3,405,066
Accounted for under the financing method................................ 5,020,239 5,334,922
---------- ---------
8,281,400 8,739,988
Other Assets:
Cash and cash equivalents, at cost, which
approximates market value.............................................. 795,018 728,190
Other, net of accumulated amortization of
$13,923 and $11,184 as of December 31, 1995
and 1994, respectively................................................. 106,193 69,346
-------- ------
$ 9,182,611 $ 9,537,524
= ========== = =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
Liabilities:
Accounts payable and accrued expenses................................... $ 44,979 $ 86,822
Distributions payable to Partners....................................... 366,216 336,604
-------- -------
411,195 423,426
-------- -------
Partners' Capital (Deficit):
Limited Partners
Units of Limited Partnership Interest, $500
stated value per Unit; authorized - 50,010
Units; issued and outstanding - 45,646 Units.......................... 9,281,303 9,626,831
General Partners........................................................ (509,887) (512,733)
--------- --------
8,771,416 9,114,098
---------- ---------
$ 9,182,611 $ 9,537,524
= ========== = =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
STATEMENTS OF CASH FLOWS
<TABLE>
- ------------------------------------------------------------------------------------------------------------------------------------
For the Years Ended
December 31, 1995, 1994 and 1993 1995 1994 1993
- ------------------------------------------------------------------------------------------------------------------------------------
Cash flows from operating activities:
<S> <C> <C> <C>
Net income.............................................................. $ 1,185,714 $ 1,330,060 $ 1,182,755
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization......................................... 73,644 103,093 101,458
Provision for write-down of property.................................. 73,000 - -
Minimum lease payments received, net of interest
income earned, on leases accounted for under
the financing method................................................. 314,683 285,839 259,657
Loss on sale of property.............................................. - - 105,909
Changes in assets and liabilities:
(Decrease) increase in accounts payable and
accrued expenses................................................... (41,843) 12,305 15,452
(Increase) decrease in other assets................................. (39,586) (61,355) 2,221
-------- -------- -----
Net cash provided by operating activities:............................ 1,565,612 1,669,942 1,667,452
---------- ---------- ---------
Cash flows from financing activities:
Cash distributions paid................................................. (1,498,784) (1,672,819) (2,172,156)
----------- ----------- ----------
Net cash used by financing activities................................. (1,498,784) (1,672,819) (2,172,156)
----------- ----------- ----------
Cash flows from investing activities:
Net proceeds from sale of property...................................... - - 435,582
----- ----- -------
Net cash provided by investing activities............................. - - 435,582
----- ----- -------
Net increase (decrease) in cash and cash equivalents...................... 66,828 (2,877) (69,122)
Cash and cash equivalents, beginning of year.............................. 728,190 731,067 800,189
-------- -------- -------
Cash and cash equivalents, end of year.................................... $ 795,018 $ 728,190 $ 731,067
= ======== = ======== = =======
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
<TABLE>
- ------------------------------------------------------------------------------------------------------------------------------
UNITS OF
LIMITED GENERAL LIMITED
For the Years Ended PARTNERSHIP PARTNERS' PARTNERS' TOTAL
December 31, 1995, 1994 and 1993 INTEREST (DEFICIT) CAPITAL CAPITAL
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Balance, December 31, 1992........................... 45,646 $ (454,074) $ 10,843,277 $ 10,389,203
Cash distributions paid or
accrued............................................ (133,583) (1,974,646) (2,108,229)
Net income........................................... 103,093 1,079,662 1,182,755
-------- ---------- ---------
Balance, December 31, 1993........................... 45,646 (484,564) 9,948,293 9,463,729
------ --------- ---------- ---------
Cash distributions paid or
accrued............................................ (134,574) (1,545,117) (1,679,691)
Net income........................................... 106,405 1,223,655 1,330,060
-------- ---------- ---------
Balance, December 31, 1994........................... 45,646 (512,733) 9,626,831 9,114,098
------ --------- ---------- ---------
Cash distributions paid or
accrued............................................ (97,851) (1,430,545) (1,528,396)
Net income........................................... 100,697 1,085,017 1,185,714
-------- ---------- ---------
Balance, December 31, 1995........................... 45,646 $ (509,887) $ 9,281,303 $ 8,771,416
====== = ========= = ========== = =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
NOTES TO FINANCIAL STATEMENTS
December 31, 1995
1. ORGANIZATION
Winthrop Partners 80 (the Partnership), a limited partnership, was
organized under the Uniform Limited Partnership Act of the
Commonwealth of Massachusetts on February 5, 1980 for the purpose of
owning and leasing commercial and industrial real properties. The
Partnership will terminate on December 31, 2008 or sooner, in
accordance with the terms of the Partnership Agreement.
2. SIGNIFICANT ACCOUNTING POLICIES
Financial Statements - The financial statements of the Partnership
are prepared on the accrual basis of accounting in accordance with
generally accepted accounting principles.
Use of Estimate - The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
Income Taxes - No provision has been made for federal, state or local
income taxes in the financial statements of the Partnership. Partners
are required to report on their individual tax returns their
allocable share of income, gains, losses, deductions and credits of
the Partnership. The Partnership prepares tax returns on the accrual
basis. On May 16, 1980, the Internal Revenue Service issued a ruling
that the Partnership will be classified as a partnership for federal
income tax purposes.
Distributions to Partners - The cash distribution due Partners for
the three months ended December 31, 1995 is recorded in the
accompanying financial statements as a liability and a reduction of
Partners' capital. As provided in the Partnership Agreement,
quarterly distributions are payable to Partners within 60 days after
the end of the quarter.
Percentage Rent - The Partnership has entered into several leases
that provide for a minimum annual rent plus additional rent based on
percentages of sales at the properties (percentage rent). These
percentage rents are recorded on a cash basis. For the years ended
December 31, 1995, 1994 and 1993, the Partnership received percentage
rent totaling approximately $161,418, $456,230 and $357,870,
respectively.
Leases - The Partnership leases its real properties and accounts for
such leases in accordance with the provisions of Statement of
Financial Accounting Standards No. 13, "Accounting for Leases," as
amended. This statement sets forth specific criteria for determining
whether a lease should be accounted for as a financing lease or an
operating lease.
(a) Financing Method
Under this method, minimum lease payments to be received plus
the estimated value of the property at the end of the lease
are considered to be the Partnership's gross investment in the
lease. Unearned income, representing the difference between
gross investment and actual cost of the leased property, is
amortized over the lease term using the interest rate implicit
in the lease to provide a level rate of return over the lease
term.
(b) Operating Method
Under this method, revenue is recognized as rental payments
become due, which does not materially differ from the
straight-line method. Expenses (including depreciation) are
charged to operations as incurred.
<PAGE>
2. SIGNIFICANT ACCOUNTING POLICIES (Continued)
Cash and cash equivalents - Cash and cash equivalents consist of a
mutual fund that invests in treasury bills and repurchase agreements
that mature in three months or less. Cash equivalents are valued at
cost, which approximates market value.
Depreciation - Component depreciation on real estate leased to
others, accounted for under the operating method, is computed using
the straight-line method over the useful life of each class of asset,
which ranges from 5 to 35 years. The cost of the properties
represents the purchase price of the properties plus acquisition and
closing costs, or to the extent that the property had previously been
accounted for under the financing method, the depreciable base is the
fair market value at the date of implementation of operating lease
accounting.
3. TRANSACTIONS WITH RELATED PARTIES
One Winthrop Properties, Inc. (One Winthrop), the Managing General
Partner; Winthrop Securities Co., Inc. (Winthrop Securities), the
selling agent for the Public Offering; and Winthrop Management, the
manager of the properties, are wholly owned subsidiaries of First
Winthrop Corporation, which in turn is wholly owned by Winthrop
Financial Associates, a Limited Partnership (WFA).
Winthrop Management is entitled to annual property management fees,
equal to 1.5% of the excess of cash receipts over cash expenditures
(excluding debt service, property management fees and capital
expenditures) from each property it manages. For the years ended
December 31, 1995, 1994 and 1993, Winthrop Management earned $24,310,
$26,155 and $25,446, respectively, for managing the real properties
of the Partnership.
The General Partners are entitled to 8% of Cash Available for
Distribution, subordinated to a cumulative, priority quarterly
distribution to the Limited Partners. The General Partners are also
entitled to 8% of Sale or Refinancing Proceeds, subordinated to
certain priority distributions to the Limited Partners as provided
for in the Partnership Agreement. For the years ended December 31,
1995, 1994 and 1993, the Partnership has paid or accrued
distributions from Cash Available for Distribution totaling $97,851,
$134,574 and $133,583, respectively, to the General Partners. The
proceeds from the sales of properties in 1993 (see Note 6) were
distributed entirely to the Limited Partners.
During the liquidation stage of the Partnership, the General Partners
and their affiliates are entitled to receive distributions,
subordinated to specified minimum returns to the Limited Partners, as
described in the Partnership Agreement.
<PAGE>
4. REAL ESTATE LEASED TO OTHERS ACCOUNTED FOR UNDER THE OPERATING METHOD
Real estate leased to others, at cost, accounted for under the
operating method as of December 31, 1995 and 1994, is summarized as
follows:
<TABLE>
-------------------------------------------------------------------------------------------------
1995 1994
-------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Land............................................ $ 2,127,427 $ 2,127,427
Commercial buildings............................ 2,019,112 2,019,112
Less: Accumulated depreciation.................. (885,378) (741,473)
-------- --------
$ 3,261,161 $ 3,405,066
= ========= = =========
</TABLE>
<TABLE>
The following is a summary of the minimum anticipated future rental
receipts, excluding percentage rents, by year, under the
noncancelable portion of the operating leases:
<S> <C> <C> <C>
1996................................................. 493,000
1997................................................. 474,000
1998................................................. 343,000
1999................................................. 318,000
2000................................................. 272,000
Thereafter........................................... 0
</TABLE>
5. REAL ESTATE LEASED TO OTHERS ACCOUNTED FOR UNDER THE FINANCING METHOD
Real estate leased to others, accounted for under the financing
method, as of December 31, 1995 and 1994, is summarized as follows:
<TABLE>
-----------------------------------------------------------------------------------------------------------------
1995 1994
-----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Minimum lease payments receivable................................ $ 4,527,666 $ 4,920,916
Unguaranteed residual value...................................... $ 2,918,533 2,918,533
- --------- ---------
7,446,199 7,839,449
Less: Unearned income (2,425,960) (2,504,527)
----------- ----------
$ 5,020,239 $ 5,334,922
= ========= = =========
</TABLE>
The following is a summary of the approximate minimum anticipated
future rental receipts, excluding percentage rents, by year, under
the noncancelable portion of the financing leases:
<TABLE>
<S> <C> <C>
1996..................................... 937,000
1997..................................... 937,000
1998..................................... 937,000
1999..................................... 918,000
2000..................................... 798,000
Thereafter............................... 0
</TABLE>
6. SALES OF PROPERTIES
On September 8, 1993, the Partnership sold the Dairy Mart in
Berkeley, Michigan, for $120,000 in cash, and on September 30, 1993,
the Partnership sold the Greenville, South Carolina, property for
$345,000 in cash. The sales provided $435,582 of net proceeds, which
were distributed in the fourth quarter of 1993 and resulted in a net
loss of $105,909.
7. WRITE-DOWN OF PROPERTY
In connection with its evaluation of the Ashtabula, Ohio property,
management of the Partnership wrote down the carrying value of the
property by $73,000 to $0, at December 31, 1995. The reserve is
reflected as a component of accumulated depreciation in the
accompanying balance sheets.
<PAGE>
8. TAXABLE INCOME
The Partnership's taxable income for 1995 differs from net income for
financial reporting purposes primarily due to the differences in the
methods used for the recognition of depreciation and the accounting
for certain real property leases under the financing method for
financial reporting purposes and the operating method for tax return
purposes. Taxable income for 1995 is as follows:
<TABLE>
<S> <C>
Net income for financial reporting purposes................................................... $ 1,185,714
Plus: Minimum lease payments received,
net of interest income earned, on
leases accounted for under the
financing method..................................................................... 314,683
Write-down of property................................................................ 73,000
Minus: Depreciation on property subject to leases
accounted for under the financing
method and tax depreciation adjustment............................................... (256,181)
--------
Taxable income............................................................................... $ 1,317,216
= =========
</TABLE>
9. SUBSEQUENT EVENT
On January 18, 1996, the Partnership sold the property in St. Clair
Shores, Michigan for $140,000, resulting in a gain of approximately
$50,000 for financial reporting purposes. The net proceeds will be
distributed to the limited partners during 1996.
<PAGE>
SUPPLEMENTARY INFORMATION
REQUIRED PURSUANT TO SECTION 9.4 OF THE PARTNERSHIP AGREEMENT
<TABLE>
- -----------------------------------------------------------------------------------------------------------------------------------
December 31, 1995 Three Months Ended Year Ended
(Unaudited) December 31, 1995 December 31, 1995
1. Statement of Cash Available for Distribution:
<S> <C> <C>
Net Income............................................................. $ 200,808 $ 1,185,714
Add: Depreciation and amortization charges to income
not affecting Cash Available for
Distribution................................................. 5,175 73,664
Minimum lease payments received, net of
interest income earned, on leases accounted
for under the financing method............................... 81,535 314,683
Write-down of property........................................ 73,000 73,000
Write-off of accounts payable................................. 0 (22,676)
Rent receivable............................................... 12,363 (95,980)
Prepaid Rent.................................................. (9,300) 0
------- -
Cash Available for Distribution........................................ $ 363,581 $ 1,528,385
- -------- - ---------
Distributions allocated to General Partners............................ $ 29,007 $ 97,851
- ------- - ------
Distributions allocated to Limited Partners............................ $ 334,574 $ 1,430,546
= ======== = =========
</TABLE>
2. Fees and other compensation paid or accrued by the Partnership to the
General Partners, or their affiliates, for the three months ended December
31, 1995:
<TABLE>
<S> <C> <C> <C>
Entity Receiving Form of (Unaudited)
Compensation Compensation Amount
- ----------------- ------------------- ------
Winthrop Management Property management fees $ 5,286
General Partners Interest in Cash Available
for Distribution $ 29,007
WFC Realty Co., Inc. Interest in Cash Available
for Distribution $ 1,539
</TABLE>
All other information required pursuant to Section 9.4 of the Partnership
Agreement is set forth in the attached Financial Statements and related notes or
the Annual Partnership Report.
<PAGE>
10. PROPERTY SUMMARY
The following is a summary of real estate (accounted for under the
operating or financing method) leased to others (land and commercial
building at each location) held on a fee ownership basis at December 31,
1995:
<TABLE>
- -----------------------------------------------------------------------------------------------------------------------------
Costs
Purchase Capitalized
Name Price Including Subsequent
Date Acquired of Tenant Location Acquisition Fees to Acquisition Gross Cost
<S> <C> <C> <C> <C> <C>
September 23, 1980 The Lawson Company Bolivar, Creston, $1,025,131 $13,556 $1,038,687
and Ashtabula, OH;
Royal Oak, Berkley
and St. Clair
Shores, MI
November 19, 1980 Toys "R" Us, Inc. Livingston, NJ 4,360,000 2,000 4,362,000
and Beaumont, TX
December 24, 1980 Duckwall-Alco Mt. Pleasant, IA 1,941,575 13,049 1,954,624
Stores, Inc. & and Nebraska City,
Motorolla, Inc. NE
December 30, 1980 Wal-Mart Bowling Green, KY 4,984,416 14,020 4,998,436
Stores, Inc. and Victoria, TX
</TABLE>
<PAGE>
WINTHROP PARTNERS 80
REAL ESTATE AND ACCUMULATED DEPRECIATION
(ACCOUNTED FOR UNDER THE OPERATING METHOD)
DECEMBER 31, 1995
SCHEDULE III
1 of 3
<TABLE>
Initial cost to Partnership &
gross amount at which carried
as of Dec. 31, 1995 (A,B,&C) Accumulated Life on which
----------------------------
Depreciation Date of Depreciation
Buildings & as of Dec. 31, Construction Date Expense
Description Land Improvements Total 1995 (D) Completion Acquired is Computed
- ----------- ---- ------------ ----- -------------- ------------ -------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Land and retail stores,
Bolivar, Creston and
Ashtabula, OH; Royal
Oak, and St. Clair
Shores, MI (E) $ 256,077 $ 597,513 $ 853,590 $ 529,995 1980 Sept. 1980 5-40 years
Land and retail store,
Mt. Pleasant, IA 95,999 703,999 799,998 176,000 1979 Dec. 1980 5-40 years
Land and retail store,
Nebraska City, NB 62,400 717,600 780,000 179,400 1979 Dec. 1980 5-40 years
Land,
Livingston, NJ 595,826 - 595,826 - - Nov. 1980 -
Land,
Beaumont, TX 647,875 - 647,875 - - Nov. 1980 -
Land,
Bowling Green, KY 469,250 - 469,250 - - Dec. 1980 -
---------- ---------- ---------- ----------
$2,127,427 $2,019,172 $4,146,539 $ 885,395
========== ========== ========== ==========
</TABLE>
<PAGE>
WINTHROP PARTNERS 80
REAL ESTATE AND ACCUMULATED DEPRECIATION
(ACCOUNTED FOR UNDER THE OPERATING METHOD)
DECEMBER 31, 1995
SCHEDULE III
page 2 of 3
(A) The cost of the properties represents the purchase price of the
properties plus miscellaneous acquisition and closing costs. Included
in the costs are property acquisition fees totaling $585,437 paid to
the Managing General Partner (see Note 3 of Notes to Financial
Statements).
(B) The cost of real estate owned at December 31, 1995 is the same for
financial statement and income tax reporting purposes.
(C) Reconciliation of real estate owned:
<TABLE>
<S> <C>
Balance as of December 31, 1994...................... $ 4,146,539
Additions during 1995................................ 0
Write-down of property during 1995................... 0
----------
Balance as of December 31, 1995...................... $ 4,146,539
===========
</TABLE>
(D) Reconciliation of accumulated depreciation:
<TABLE>
<S> <C>
Balance as of December 31, 1994...................... $ 741,490
Depreciation expense during 1995..................... 70,905
Write-down of property during 1995................... 73,000
----------
Balance as of December 31, 1995...................... $ 885,395
===========
</TABLE>
(E) All five stores are approximately the same size and have equivalent land,
building and improvement costs.
<PAGE>
WINTHROP PARTNERS 80
REAL ESTATE AND ACCUMULATED DEPRECIATION
(ACCOUNTED FOR UNDER THE FINANCING METHOD)
DECEMBER 31, 1995
SCHEDULE III
page 3 of 3
<TABLE>
Minimum lease payments
Net Investment in received net of interest Date of Length of Lease
Financing Leases at Income Earned at Construction Date on Which Interest
Description point of purchase(A) December 31, 1995 (B) Completion Acquired Income is Computed
- ----------- -------------------- ------------------------ ------------ -------- ------------------
<S> <C> <C> <C> <C> <C>
Retail store,
Livingston, NJ $1,532,124 $ 619,348 1980 Nov. 1980 20 years
Retail store,
Beaumont, TX 1,586,176 640,927 1980 Nov. 1980 20 years
Retail store,
Bowling Green, KY 1,407,750 532,978 1980 Dec. 1980 20 years
Land and retail store,
Victoria, TX 3,121,435 833,993 1980 Dec. 1980 20 years
---------- ----------
$7,647,485 $2,627,246
========== ==========
</TABLE>
(A) The net investment in financing leases at the point of purchase reflects the
purchase price of the properties plus miscellaneous acquisition and closing
costs. Included in the costs are property acquisition fees totaling $555,463
paid to the Managing General Partner (See Note 3 of Notes to Financial
Statement). The net investment at the point of purchase is as follows:
<TABLE>
<S> <C>
Minimum lease payments receivable........... $ 16,489,974
Plus: Unguaranteed residual................ 2,924,802
Minus: Unearned income..................... (11,767,291)
------------
Net Investment.............................. $ 7,647,485
============
</TABLE>
(B) Reconciliation of minimum lease payments received net of interest income
earned:
<TABLE>
<S> <C>
Balance as of December 31, 1994............. $ 2,312,563
Minimum lease payments received net of
interest income earned during 1995......... 314,683
------------
Balance as of December 31, 1995............. $ 2,627,246
============
</TABLE>
<PAGE>
Item 9. Changes in and Disagreements on Accounting and Financial
Disclosure.
None.
<PAGE>
PART III
Item 10. Directors and Executive Officers of the Registrant.
(a) and (b) Identification of Directors and Executive Officers.
Registrant has no officers or directors. The Managing General Partner manages
and controls substantially all of Registrant's affairs and has general
responsibility and ultimate authority in all matters effective its business. As
of March 1, 1996, the names of the directors and executive officers of the
Managing General Partner and the position held by each of them, are as follows:
Has Served as
Position Held with the a Director or
Name and Age Managing General Partner Officer Since
Michael L. Ashner Chief Executive Officer 1-96
and Director
Ronald Kravit Director 7-95
W. Edward Scheetz Director 7-95
Richard J. McCready President and
Chief Operating Officer 7-95
Jeffrey Furber Executive Vice President 1-96
and Clerk
Anthony R. Page Chief Financial Officer 8-95
Vice President and
Treasurer
Peter Braverman Senior Vice President 1-96
Each director and officer of the Managing General Partner will hold
office until the next annual meeting of the stockholders of the Management
General Partner and until his successor is elected and qualified.
(c) Identification of Certain Significant Employees. None.
(d) Family Relationships. None.
<PAGE>
(e) Business Experience. The Managing General Partner was incorporated in
Massachusetts in October 1978. The background and experience of the executive
officers and directors of the Managing General Partner, described above in Items
10(a) and (b), are as follows:
Michael L. Ashner, age 44, has been the Chief Executive Officer of
Winthrop Financial Associates, A Limited Partnership ("WFA") since January 15,
1996. From June 1994 until January 1996, Mr. Ashner was a Director, President
and Co-chairman of National Property Investors, Inc., a real estate investment
company ("NPI"). Mr. Ashner was also a Director and executive officer of NPI
Property Management Corporation ("NPI Management") from April 1984 until January
1996. In addition, since 1981 Mr. Ashner has been President of Exeter Capital
Corporation, a firm which has organized and administered real estate limited
partnerships.
W. Edward Scheetz, age 31, has been a Director of WFA since July 1995.
Mr. Scheetz was a director of NPI from October 1994 until January 1996. Since
May 1993, Mr. Scheetz has been a limited partner of Apollo Real Estate Advisors,
L.P. ("Apollo"), the managing general partner of Apollo Real Estate Investment
Fund, L.P., a private investment fund. Mr. Scheetz has also served as a Director
of Roland International, Inc., a real estate investment company since January
1994, and as a Director of Capital Apartment Properties, Inc., a multi-family
residential real estate investment trust, since January 1994. From 1989 to May
1993, Mr. Scheetz was a principal of Trammel Crow Ventures, a national real
estate investment firm.
Ronald Kravit, age 39, has been a Director of WFA since July 1995. Mr.
Kravit has been associated with Apollo since August 1995. From October 1993 to
August 1995, Mr. Kravit was a Senior Vice President with G. Soros Realty
Advisors/Reichman International. Mr. Kravit was a Vice President and Chief
Financial Officer of MAXXAM Property Company from July 1991 to October 1993.
Richard J. McCready, age 37, is the President and Chief Operating Officer
of WFA and its subsidiaries. Mr. McCready previously served as a Managing
Director, Vice President and Clerk of WFA and a Director, Vice President and
Clerk of the Managing General Partner and all other subsidiaries of WFA. Mr.
McCready joined the Winthrop organization in 1990.
<PAGE>
Jeffrey Furber, age 36, has been the Executive Vice President of WFA and
the President of Winthrop Management since January 1996. Mr. Furber served as a
Managing Director of WFA from January 1991 to December 1995 and as a Vice
President from June 1984 until December 1990.
Anthony R. Page, age 32, has been the Chief Financial Officer for WFA since
August 1995. From July 1994, to August 1995, Mr. Page was a Vice President with
Victor Capital Group, L.P. and from 1990 to July 1994, Mr. Page was a Managing
Director with Principal Venture Group. Victor Capital and Principal Venture are
investment banks emphasizing on real estate securities, mergers and
acquisitions.
Peter Braverman, age 44, has been a Senior Vice President of WFA since
January 1996. From June 1995 until January 1996, Mr. Braverman was a Vice
President of NPI and NPI Management. From June 1991 until March 1994, Mr.
Braverman was President of the Braverman Group, a firm specializing in
management consulting for the real estate and construction industries. From 1988
to 1991, Mr. Braverman was a Vice President and Assistant Secretary of Fischbach
Corporation, a publicly traded, international real estate and construction firm.
One or more of the above persons are also directors or officers of a
general partner (or general partner of a general partner) of the following
limited partnerships which either have a class of securities registered pursuant
to Section 12(g) of the Securities and Exchange Act of 1934, or are subject to
the reporting requirements of Section 15(d) of such Act: Winthrop Partners 79
Limited Partnership; Winthrop Partners 81 Limited Partnership; Winthrop
Residential Associates I, A Limited Partnership; Winthrop Residential Associates
II, A Limited Partnership; Winthrop Residential Associates III, A Limited
Partnership; 1626 New York Associates Limited Partnership; 1999 Broadway
Associates Limited Partnership; Indian River Citrus Investors Limited
Partnership; Nantucket Island Associates Limited Partnership; One Financial
Place Limited Partnership; Presidential Associates I Limited Partnership;
Riverside Park Associates Limited Partnership; Sixty- Six Associates Limited
Partnership; Springhill Lake Investors Limited Partnership; Twelve AMH
Associates Limited Partnership; Winthrop California Investors Limited
Partnership; Winthrop Growth Investors I Limited Partnership; Winthrop Interim
Partners I, A Limited Partnership; Winthrop Financial Associates, A Limited
Partnership; Southeastern Income Properties Limited Partnership; Southeastern
Income Properties II Limited Partnership; Winthrop Miami Associates Limited
Partnership; and Winthrop Apartment Investors Limited Partnership.
(f) Involvement in Certain Legal Proceedings. None.
Item 11. Executive Compensation.
Registrant is not required to and did not pay any compensation to the
officers or directors of the Managing General Partner. The Managing General
Partner does not presently pay any compensation to any of its officers or
directors. (See Item 13, "Certain Relationships and Related Transactions.")
Item 12. Security Ownership of Certain Beneficial Owners and Management.
(a) Security Ownership of certain beneficial owners.
No person or group is known by the Partnership to be the beneficial
owner of more than 5% of the outstanding Units at March 1, 1995. Under the
Amended and Restated Agreement of Limited Partnership of the Partnership dated
as of June 5, 1980 (the "Partnership Agreement"), the voting rights of the
Limited Partners are limited and, in some circumstances, are subject to the
prior receipt of certain opinions of counsel or judicial decisions.
Under the Partnership Agreement, the right to manage the business of
the Partnership is vested in the General Partners and is generally to be
exercised only by the Managing General Partner,
although the consent of the Associate General Partner is required for all
purchases, financings, refinancings and sales or other dispositions of the
Partnership's real properties and with respect to certain other matters. See
Item 1 above for a description of the General Partners.
(b) Security ownership of management.
None of the partners of WFA nor the general partner, officers and
directors of the General Partners owned any Units beneficially at March 1, 1995.
However, a wholly-owned subsidiary of WFA owns 200 Units.
<PAGE>
(c) Changes in control.
There exists no arrangement known to the Partnership the operation
of which may at a subsequent date result in a change in control of the
Partnership except as follows:
In connection with its acquisition of control of Linnaeus, Londonderry II
issued NACC a $22 million non-recourse purchase money note due 1998 (the
"Purchase Money Note"), as set forth in a loan agreement, dated as of July 14,
1995, by and between NACC and Londonderry II. Initial security for the Purchase
Money Note includes, among other things, the partnership interests in W.L.
Realty acquired by Londonderry II and the W.L. Realty partnership interest in
Linnaeus. Accordingly, if Londonderry II does not satisfy its obligations under
the Purchase Money Note, NACC would have the right to foreclose upon this
security and, as result, would gain control of the Partnership.
Item 13. Certain Relationships and Related Transactions.
Under the Partnership Agreement, the General Partners and their
affiliates are entitled to receive various fees, commissions, cash
distributions, allocations of taxable income or loss and expense reimbursements
from the Partnership.
Winthrop Management is entitled to annual property management fees,
equal to 1.5% of the excess of cash receipts over cash expenditures (excluding
debt service, property management fees and capital expenditures) from each
property it manages. For the years ended December 31, 1995, 1994 and 1993,
Winthrop Management earned $24,310, $26,155 and $25,466, respectively, for
managing the real properties of the Partnership.
The General Partners are entitled to 8% of Cash Available for Distribution,
subordinated to a cumulative, priority quarterly distribution to the Limited
Partners. The General Partners are also entitled to 8% of Sale or Refinancing
Proceeds, subordinated to certain priority distributions to the Limited Partners
as provided for in the Partnership Agreement. For the years ended December 31,
1995, 1994 and 1993, the Partnership has paid or accrued distributions from Cash
Available for Distribution totaling $97,851, $134,574 and $133,583,
respectively, to the General Partners. The proceeds from the sales of properties
in 1993 were distributed entirely to the Limited Partners.
<PAGE>
During the liquidation stage of the Partnership, the General Partners and
their affiliates are entitled to receive distributions, subordinated to
specified minimum returns to the Limited Partners, as described in the
Partnership Agreement.
For the year ended December 31, 1995, the Partnership allocated
$39,516, $65,861 and $266 of taxable income to the Managing General Partner,
Associate General Partner and the Initial Limited Partner, respectively. There
were no reimbursements made in 1995 to the General Partners or their affiliates.
<PAGE>
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on
Form 8-K.
(a)(1)(2) Financial Statements and Financial Statement Schedules:
See Item 8 of this Form 10-K for Financial Statements of the
Partnership, Notes thereto, and Financial Statement Schedules.
(A Table of Contents to Financial Statements and Financial
Statement Schedules is included in Item 8 and incorporated
herein by reference.)
(a) (3) Exhibits:
The Exhibits listed on the accompanying Index to Exhibits
are filed as part of this Annual Report and incorporated in
this Annual Report as set forth in said Index.
(b) Reports on Form 8-K - None
<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
By: /s/ Michael L. Ashner
Michael Ashner
Chief Executive Officer
Date: March 27, 1996
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.
Signature/Name Title Date
/s/ Michael Ashner Chief Executive March 27, 1996
- ------------------
Michael Ashner Officer and Director
/s/ Ronald Kravit Director March 27, 1996
Ronald Kravit
/s/ Anthony R. Page Chief Financial Officer March 27, 1996
Anthony R. Page
<PAGE>
INDEX TO EXHIBITS
Exhibit
3 Amended and Restated Agreement of Limited Partner-
ship 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) 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(c) Documents relating to the Dairymart property in Creston, Ohio
(incorporated herein by reference to the Regis- trant's
Current Report on Form 8-K dated October 10, 1980).
10(d) 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(e) 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)
<PAGE>
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)
10(f) 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(g) 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(h) 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(i) First Amendment to Lease, date October 7, 1994, between
Winthrop partners 80 Limited Partnership and Wal-Mart Stores,
Inc. incorporated by reference to Registrant's Annual Report
on Form 10-K for the year ended December 31, 1994.
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial
information extracted from audited financial
statements for the one year period ending
December 31, 1995 and is qualified in its
entirety by reference to such
financial statements.
</LEGEND>
<CIK> 0000315275
<NAME> Winthrop Partners 80 Limited Partnership
<MULTIPLIER> 1
<CURRENCY> U. S. DOLLAR
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> DEC-31-1995
<EXCHANGE-RATE> 1.0000
<CASH> 795018
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 9166778
<DEPRECIATION> 885378
<TOTAL-ASSETS> 9182611
<CURRENT-LIABILITIES> 411195
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 8771416
<TOTAL-LIABILITY-AND-EQUITY> 9182611
<SALES> 0
<TOTAL-REVENUES> 1396523
<CGS> 0
<TOTAL-COSTS> 64165
<OTHER-EXPENSES> 73644
<LOSS-PROVISION> 73000
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 1185714
<INCOME-TAX> 0
<INCOME-CONTINUING> 1185714
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1185714
<EPS-PRIMARY> 23.77
<EPS-DILUTED> 0.00
</TABLE>
