<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
Annual Report Pursuant to Section 13 or 15(d) of
Securities Exchange Act of 1934
For the year ended December 31, 1996 Commission File
----------------- Number 0-10272
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WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP
--------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Maryland 04-2720493
- ------------------------ --------------------------
(State of Organization) (I.R.S. Employer I.D. 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-B 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-KSB or any amendment to
this Form 10-KSB. [ ]
Cover page continued on next page
<PAGE>
Cover Page 2 of 2
Registrant's revenues for its most recent fiscal year were $659,022.
No market for the Limited Partnership Units exists and therefore, a market value
for such Units cannot be determined.
DOCUMENTS INCORPORATED BY REFERENCE
Part of the Document Incorporated
Form 10-KSB By Reference
- ------------- ------------------------
PART I Prospectus of the registrant dated
May 13, 1981 as supplemented in
August, June 17, 1981, August 25,
1981, March 16, 1982, March
31, 1982 and March 31, 1983
Transitional Small Business Disclosure Format: Yes ___ No X
2
<PAGE>
PART I
Item 1. Description of Business.
Development
Winthrop Residential Associates I ("WRA I") was originally organized
under the Uniform Limited Partnership Act of the State of Maryland on January
30, 1981, for the purpose of investing, as a limited partner, in other limited
partnerships which would develop, manage, own, operate and otherwise deal with
apartment complexes assisted by Federal, state or local government agencies
("Local Limited Partnerships") pursuant to programs which do not significantly
restrict distributions to owners or the rates of return on investments in such
complexes. On June 23, 1983, WRA I elected to comply with and be governed by the
Maryland Revised Uniform Limited Partnership Act (the "Act") and filed its
Agreement and Certificate of Limited Partnership (the "Partnership Agreement")
with the Maryland State Department of Assessments and Taxation. In accordance
with and upon filing its certificate of limited partnership pursuant to the Act,
WRA I changed its name to Winthrop Residential Associates I, A Limited
Partnership (the "Partnership").
The General Partners of the Partnership are One Winthrop Properties,
Inc., a Massachusetts corporation ("One Winthrop" or the "Managing General
Partner"), and Linnaeus-Hampshire Realty Limited Partnership (formerly known as
Linnaeus-Hampshire Realty Company), a Massachusetts limited partnership
("Linnaeus-Hampshire"). One Winthrop is a wholly-owned subsidiary of First
Winthrop Corporation ("First Winthrop"), a Delaware corporation, which in turn
is wholly-owned by Winthrop Financial Associates, A Limited Partnership ("WFA"),
a Maryland public limited partnership. See "Change in Control".
In early 1981, the Partnership filed a Registration Statement on Form
S-11 with the Securities and Exchange Commission (Registration No. 2-70828) with
respect to a public offering of 25,000 Units of limited partnership interest
("Units") at a purchase price of $1,000 per Unit (an aggregate of $25,000,000)
with an additional 2,500 Units registered over and above the maximum of 25,000
Units for sale in the event that subscriptions in excess of the 25,000 Units
were received. The Registration Statement was declared effective on May 13,
1981. The offering terminated in September 1981, at which time
3
<PAGE>
subscriptions had been received for 25,666 Units, representing capital
contributions from Limited Partners of $25,666,000. Capital contributions net of
selling commissions and sales registration costs were utilized to purchase
interests in 16 Local Limited Partnerships and the remainder in temporary
short-term investments.
The only business of the Partnership is investing as a limited partner
in other limited partnerships that own apartment complexes originally subsidized
by the U.S. Department of Housing and Urban Development ("HUD"). The
Partnership's investment objectives and policies are described at pages 22-27 of
its Prospectus dated May 13, 1981 (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 previously
filed with the Commission pursuant to Rule 424(b).
Local Limited Partnerships
The Partnership initially acquired equity interests in the form of
limited partnership interests in 16 Local Limited Partnerships owning and
operating apartment complexes. The Partnership completed its acquisitions in May
1982. The Partnership has sold its interests in five properties: Greentree
Apartments (November 1986), Marsh Cove Apartments (December 1986), Orchard Hill
(October 1988), Racquet Club (May 1989), and Columbine (May 1989). A sixth
property, Copperfield Apartments, was sold in 1985 by its Local Limited
Partnership which provided seller financing with a second mortgage. The buyer
subsequently defaulted on the second mortgage in 1988, and the Local Limited
Partnership completed the reacquisition of the property in August 1991. The
Partnership lost its ownership interests in The Park Apartments and Candlewood
Apartments when HUD foreclosed on the Local Limited Partnerships owning those
properties in August 1993 and January 1995, respectively. The mortgage
encumbering Stonewood Apartments was foreclosed in March 1996 and Shadowbrook
Apartments was effectively deeded in lieu of foreclosure to the lender in August
1996. See "Defaults" below.
Defaults
As noted above, the Partnership holds limited partnership interests in
Local Limited Partnerships which own apartment properties, all of which were
originally financed with HUD-
4
<PAGE>
insured first mortgages. If a Local Limited Partnership defaults on a
HUD-insured mortgage, the mortgagee can assign the defaulted mortgage to HUD and
recover the principal owed on its first mortgage from HUD. HUD, in its
discretion, may then either (i) negotiate a workout agreement with the Local
Limited Partnership, (ii) sell the mortgage to another lender, or (iii) pursue
its right to transfer the ownership of the property from the Local Limited
Partnership to HUD through a foreclosure action. The objective of a workout
agreement between an owner and HUD is to secure HUD's sanction of a plan which,
over time, will cure any mortgage delinquencies. While a workout agreement is
effective and its terms are being met, HUD agrees not to pursue any remedies
available to it as a result of the default. If the owner does default under the
terms of the workout agreement or if HUD concludes that a property in default
lacks the ability to generate sufficient revenue to cure its default, it may
pursue its right to assume ownership of the property through foreclosure. HUD
may also sell the mortgage to another lender. Some workout agreements terminate
upon the sale of the mortgage to another lender.
The Local Limited Partnership owning Shadowbrook defaulted on its
mortgage in November 1987, and the mortgage was subsequently assigned by the
lender to HUD. In August 1996, unable to reach a resolution to cure the default,
this property was effectively deeded in lieu of foreclosure to the lender. See
Item 7, Financial Statements-Note 6.
The Local Limited Partnership owning The Villas defaulted on its
mortgage obligation in November 1991. The lender assigned the mortgage to HUD in
August 1992. On September 1, 1996, a provisional workout agreement was entered
into with HUD. This agreement expires on August 31, 1997. However, if HUD sells
the mortgage, the provisional workout agreement may be terminated by the new
lender.
The Local Limited Partnership owning Stonegate defaulted on its
mortgage obligation in July 1991. The lender assigned the mortgage to HUD in
August 1992. In late 1994, the Local Limited Partnership negotiated its third
one-year Provisional Workout Arrangement (the "Current Agreement"), effective
from February 1, 1995 to January 31, 1996. On December 1, 1995, the Local
Limited Partnership signed a corrected Modification of Mortgage Note and
Mortgage. This modification increased the principal amount by the $442,579.41 of
accrued interest, has an interest rate of 7.5%
5
<PAGE>
and reamortized the debt over the remaining term through December 1, 2022.
The Local Limited Partnership owning Stonewood defaulted on its
mortgage in February 1988, and the mortgage was assigned to HUD in September
1988. The Local Limited Partnership was unable to negotiate a workout proposal
which HUD will approve. In May 1995, HUD sold the mortgage to Condor One, Inc.
The Local Limited Partnership signed a pre-negotiation agreement with the new
lender and submitted various proposals to the new lender all of which were
rejected. The new owner of the mortgage foreclosed on its mortgage on March 14,
1996.
All of the Local Limited Partnerships face the possibility that HUD or
a new lender if HUD sells its mortgage, (collectively the "Lender") could
foreclose on the properties as long as (i) the Lender and the Local Limited
Partnerships have not entered into a workout agreement; and (ii) there is unpaid
interest and principal owed the Lender, and the Lender determines that it is
unlikely that the property can generate sufficient revenue to cure the mortgage
delinquency. To date, however, the Lender has allowed the Local Limited
Partnership which owns the Villas to maintain ownership of its property, while
the Local Limited Partnership and the Lender attempt to negotiate a plan which
will allow the Local Limited Partnership to work toward reducing the unpaid
amounts. The lender has taken foreclosure or similar actions with rest to the
Park, Candlewood, Stonewood and Shadowbrook properties.
Employees
The Partnership does not have any employees. Services are performed for
the Partnership by the Managing General Partner, and agents retained by it,
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"), which is the sole general partner
of WFA, and the general partner of Linnaeus-Hampshire, was Arthur T. 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
6
<PAGE>
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"). The equity securities of Realtyco are currently held 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. WFA also acquired the sole
general partner interest of Linnaeus-Hampshire.
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 General Partners. In connection with the
transfer of control, the officers and directors of One Winthrop resigned and
Londonderry II appointed new officers and directors. See Item 9, "Directors,
Executive Officers, Promoters and Control Persons; Compliance with Section 16(a)
of the Exchange Act.
Item 2. Description of Properties.
The following table sets forth certain information regarding the
properties owned by the seven Local Limited Partnerships in which the
Partnership has retained an interest and which continue to own apartment
properties as of March 15, 1997:
Date of Number of
Property Name Location Acquisition(1) Units
- ------------- -------- -------------- ------
The Villas Apartments Amarillo, TX 6/05/81 136
Heritage Hills Glen Burnie, MD 4/27/82 181
Townhouses Section II
Lynnwood Park Apartments Raleigh, NC 9/28/81 152
Stonegate Apartments Holland, MI 8/04/81 156
Albany Landing Apartments Decatur, AL 4/02/82 120
College Green Apartments Wilmington, NC 11/30/81 138
Copperfield Apartments Columbia, SC 8/22/91 120
- ----------------------------
(1) Represents the date on which the Partnership made its initial investment in
the Local Limited Partnership
7
<PAGE>
The following table sets forth information relating to the first
mortgage encumbering each of the Local Limited Partnership's properties:
Principal Principal
Balance at Balance
December 31, Interest Period Maturity Due at
Property 1996 Rate Amortized Date Maturity
- -------- ---- ---- --------- ---- --------
The Villas $3,574,274 7.5% 40 years 8/1/2022 (1)
Heritage Hills 6,621,193 7.5% 40 years 6/1/2023 (1)
Townhouses Section II
Lynnwood Park 4,240,894 7.5% 40 years 3/1/2023 (1)
Stonegate 4,899,575 7.5% 40 years 3/1/2022 (1)
Albany Landing 2,842,917 7.5% 40 years 9/1/2023 (1)
College Green 2,829,632 7.5% 40 years 3/1/2023
Copperfield 801,216 7.5% 30 years 6/1/2012 (1)
(1) Self-amortizing loan.
Descriptions of the interests in Local Limited Partnerships and the terms
upon which the Partnership acquired them are set forth at pages 33-36 of the
Prospectus under the caption "Initial Investment," pages 1-9 and 15-27 of the
Supplement to the Prospectus dated June 17, 1981 (the "June 17, 1981
Supplement"), pages 1-11 of the Supplement to the Prospectus dated August 25,
1981 (the "August 25, 1981 Supplement"), pages 2-3 of the Partnership's Current
Report on Form 8-K filed March 16, 1982 under the caption "Acquisition or
Disposition of Assets," pages 8-13 of the Partnership's Annual Report on Form
10-KSB filed March 31, 1982 under the caption "Item 1. Description of Business,"
and pages 8-11 of the Partnership's Annual Report on Form 10-KSB filed March 31,
1983 under the caption "Item 1. Description of Business," all of which
descriptions are attached hereto as exhibits and incorporated herein by this
reference. The June 17, 1981 Supplement was filed with the Commission as
Post-Effective Amendment No. 1 to the Partnership's Registration Statement on
Form S-11. (Registration No. 2-70828) and the August 25, 1981 Supplement was
filed with the Commission pursuant to Rule 424(c).
As of March 15, 1997, none of the Local Limited Partnerships had plans
for substantial renovation, improvement or development of the properties owned
by the Local Limited Partnerships. All of the properties owned by the Local
Limited Partnerships are adequately covered by insurance.
8
<PAGE>
The following chart provides comparative data for each property owned
by the Local Limited Partnerships regarding occupancy rates and average market
rental rates per apartment unit, for the last two years, where that data is
available to the Partnership:
<TABLE>
<CAPTION>
Average Monthly Average Monthly Rental
Occupancy Rate Rate per Unit
Property 1996 1995 1996 1995
- -------- ---- ---- ---- ----
<S> <C> <C> <C> <C>
The Villas 98% 97% $431 $431
Heritage Hill 94% 92% $668 $663
Lynnwood Park 99% 99% $526 $505
Stonegate 95% 95% $523 $509
Albany Landing 93% 93% $395 $387
College Green 96% 99% $479 $440
Copperfield 90% 95% $469 $456
</TABLE>
Set forth below is a table showing the gross carrying value and
accumulated depreciation and federal tax basis of each of the Partnership's
properties as of December 31, 1996:
<TABLE>
<CAPTION>
Gross Federal
Carrying Accumulated Tax
Property Value Depreciation Rate Method Basis
- -------- ----- ------------ ---- ------ -----
<S> <C> <C> <C> <C>
The Villas $4,487,974 $2,535,474 5-30 yrs. S/L $444,739
Heritage Hill 7,253,964 3,910,571 5-30 yrs. S/L 1,136,532
Lynnwood Park 4,422,954 2,636,323 10-25 yrs. S/L 216,140
Stonegate 4,792,814 2,870,306 5-25 yrs. S/L 1,922,507
Albany Landing 3,347,142 1,866,019 10-25 yrs. S/L 294,933
College Green 3,513,829 2,075,540 10-25 yrs. S/L 225,870
Copperfield 2,962,938 605,752 5-27.5 yrs. S/L 2,358,187
</TABLE>
Item 3. Legal Proceedings.
The Partnership is not a party, nor are any of the Local Limited
Partnerships subject, to any material pending legal proceedings.
Item 4. Submission of Matters to a Vote of Security Holders.
No matter was submitted to a vote of security holders during the period
covered by this report.
9
<PAGE>
PART II
Item 5. Market for the Registrant's Common Stock and Related
Stockholder Matters.
The Partnership is a partnership and thus has no common stock. There is
no active market for the Units. Trading in the Units is sporadic and occurs
solely through private transactions.
As of March 1, 1997, there were 2,898 holders of Units holding 25,585
units.
The Partnership Agreement requires that any Cash Available for
Distribution (as defined in said agreement) be distributed monthly or quarterly
to the Partners in specified proportions and priorities. There are no outside
restrictions on the Partnership's present or future ability to make
distributions of Cash Available for Distribution. There was no Cash Available
for Distribution in 1996 or 1995.
10
<PAGE>
Item 6. Management's Discussion and Analysis or Plan of Operation
Liquidity and Capital Resources
As of December 31, 1996, the Partnership retained an equity interest in seven
Local Limited Partnerships. On March 14, 1996, the Stonewood Apartments property
was foreclosed upon by the lender. In August 1996 the Shadowbrook Apartments
property was also effectively foreclosed upon by its lender.
The level of liquidity based on cash and cash equivalents experienced a
$169,000 increase for the year ended December 31, 1996, as compared to
December 31, 1995, resulting from $648,000 in distributions received
from Local Limited Partnerships which was partially offset by the
payment of $350,000 in accrued interest to an affiliate of the Managing
General Partner (see Item 7, "Financial Statements" - Note 3).
Approximately 83% ($539,000) of these distributions were from the
Shadowbrook and Stonewood Apartment properties which were lost to
foreclosure. Accordingly, no additional distributions will be received
from these two Local Limited Partnerships. The Partnership invests its
working capital reserves in a money market mutual fund.
The Partnership's primary source of income is distributions from the Local
Limited Partnerships. The Partnership requires cash to pay management fees,
general and administrative expenses and to make capital contributions to any of
the Local Limited Partnerships which the Managing General Partner deems to be in
the Partnership's best interest to preserve its ownership interest. To date, all
cash requirements have been satisfied by interest income, cash distributed by
the Local Limited Partnerships to the Partnership or by loans from an affiliate
of the Managing General Partner.
At December 31, 1996, the outstanding principal and accrued interest balance on
the loans payable to an affiliate of the Managing General Partner was $825,000.
The Partnership will be unable to fully repay this indebtedness and continue to
fund its general and administrative expenses until such time as (i) the
operating results of any or all of the Local Limited Partnerships improve
sufficiently to provide cash distributions to the Partnership, or (ii) any or
all of the properties owned by the Local Limited Partnerships can be sold at a
price to provide sufficient net sales proceeds to the Partnership. In addition,
any future contributions by the Partnership to the Local Limited Partnerships
would have to be funded by additional affiliate loans. Neither the Managing
General Partner or its affiliates has an obligation to fund any loan amounts
required. The Partnership did not make cash distributions to its partners in
1996.
The Partnership does not intend to make advances to fund future operating
deficits incurred by any Local Limited Partnership, but retains its prerogative
to exercise business judgment to reverse this position if circumstances change.
Moreover, the Partnership is not obligated to provide any additional funds to
the Local Limited Partnerships to fund operating deficits. If a Local Limited
Partnership sustains continuing operating deficits and has no other sources of
funding, it is likely that it will eventually default on its mortgage
obligations and risk a foreclosure on its property by the lender. If a
foreclosure were to occur, the Local Limited Partnership would lose its
investment in the property and would incur a tax liability due to the recapture
of tax benefits taken in prior years. The Partnership, as an owner of the Local
Limited Partnership, would share these consequences in proportion to its
ownership interest in the Local Limited Partnership.
<PAGE>
Item 6. Management's Discussion and Analysis or Plan of Operation
Liquidity and Capital Resources (Continued)
On September 1, 1996 the Local Limited Partnership owning The Villas Apartments
signed a provisional workout agreement, expiring August 31, 1997, with the U.S.
Housing and Urban Development Corporation ("HUD"). If HUD does not extend such
workout agreement on August 31, 1997, the property could be lost through
foreclosure. If HUD sells the mortgage, the provisional workout agreement may be
terminated by the new lender.
Results of Operations
Net income increased for the year ended December 31, 1996 by $340,000 as
compared to 1995, due to cash distributions received from three Local Limited
Partnerships (Shadowbrook $502,000, Lynwood $101,000 and Stonewood $45,000)
which were partially offset by increased expenses. All distributions received by
the Partnership from Local Limited Partnerships during 1996 and 1995, other than
amounts received from Lynwood ($101,000 during the 1996 period and $16,000
during the 1995 period), were received from Local Limited Partnerships owning
properties lost through foreclosure and accordingly no additional distributions
will be received from them. Expenses increased by $109,000 for the year ended
December 31, 1996, as compared to 1995, primarily due to an increase in general
and administrative expenses of $102,000. General and administrative expenses
increased due to costs associated with the Shadowbrook foreclosure and an
increase in professional fees and related costs.
<PAGE>
Item 7. Financial Statements
WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP
FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 1996
INDEX
-----
Page
Independent Auditors' Reports..............................................F - 2
Financial Statements:
Balance Sheets as of December 31, 1996 and 1995............................F - 4
Statements of Income for the Years Ended
December 31, 1996 and 1995............................................F - 5
Statements of Partners' Capital for the Years Ended
December 31, 1996 and 1995............................................F - 6
Statements of Cash Flows for the Years Ended
December 31, 1996 and 1995............................................F - 7
Notes to Financial Statements..............................................F - 8
F - 1
<PAGE>
Independent Auditors' Report
To the Partners
Winthrop Residential Associates I, A Limited Partnership
Boston, Massachusetts
We have audited the accompanying balance sheet of Winthrop Residential
Associates I, a Limited Partnership (a Maryland limited partnership) as of
December 31, 1996 and the related statements of income, partners' capital and
cash flows for the year then ended. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audit. We did not audit
the financial statements of certain Local Limited Partnerships, the investments
in which are reflected in the accompanying financial statement using the equity
method of accounting and were written down to zero (see Note 1). Those
statements were audited by other auditors whose reports have been furnished to
us, and our opinion, insofar as it relates to the amounts included for those
Local Limited Partnerships, is based solely on the reports of other auditors.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit and the reports of other auditors provide a reasonable
basis for our opinion.
In our opinion, based on our audits and the reports of other auditors, the
financial statements referred to above present fairly, in all material respects,
the financial position of Winthrop Residential Associates I, a Limited
Partnership as of December 31, 1996, and the results of its operations and its
cash flows for the year then ended in conformity with generally accepted
accounting principles.
/s/ Imowitz Koenig & Co., LLP
New York, New York
March 24, 1997
F - 2
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP:
We have audited the accompanying balance sheets of WINTHROP RESIDENTIAL
ASSOCIATES I, A Limited Partnership (a Maryland limited partnership) as of
December 31, 1995 and the related statements of operations, changes in
partners' capital and cash flows for the year then ended. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits. We did not audit the financial statements of certain Local Limited
Partnerships, the investments in which are reflected in the accompanying
financial statements using the equity method of accounting and were written
down to zero. Those statements were audited by other auditors whose reports
have been furnished to us, and our opinion, insofar as it relates to the
amounts included for those Local Limited Partnerships, is based solely on the
reports of the other auditors.
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 and the reports of other
auditors provide a reasonable basis for our opinion.
In our opinion, based on our audits and the reports of other auditors, the
financial statements referred to above present fairly, in all material
respects, the financial position of WINTHROP RESIDENTIAL ASSOCIATES I, A
LIMITED PARTNERSHIP as of December 31, 1995 and the results of its operations
and its cash flows for the year then ended, in conformity with generally
accepted accounting principles.
ARTHUR ANDERSEN LLP
Boston, Massachusetts
March 20, 1996
F - 3
<PAGE>
WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP
BALANCE SHEETS
(In Thousands, Except Unit Data)
<TABLE>
<CAPTION>
DECEMBER 31,
----------------------------------------------
1996 1995
----------------------------------------------
<S> <C> <C>
ASSETS
Cash and cash equivalents $ 280 $ 111
Investments in Local Limited Partnerships 1,524 1,605
--------------------- ---------------------
Total Assets 1,804 1,716
===================== =====================
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Accrued expenses $ 17 $ --
Accrued interest payable to affiliate 159 447
Loans payable to affiliate 666 666
--------------------- ---------------------
Total Liabilities 842 1,113
--------------------- ---------------------
Partners' Capital:
Limited Partners -
Units of Limited Partnership Interest, $1,000
stated value per unit; 25,676 units authorized;
25,595 units issued and outstanding 2,014 1,673
General Partners (deficit) (1,052) (1,070)
--------------------- ---------------------
Total Partners' Capital 962 603
--------------------- ---------------------
Total Liabilities and Partners' Capital $ 1,804 $ 1,716
===================== =====================
</TABLE>
See notes to financial statements.
F - 4
<PAGE>
WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP
STATEMENTS OF INCOME
(In Thousands, Except Unit Data)
YEARS ENDED DECEMBER 31,
---------------------------------------
1996 1995
----------------------------------------
Income:
Income from Local Limited Partnership
cash distributions $ 648 $ 120
Equity in net loss of Local Limited
Partnerships (74) (4)
Interest and other 11 20
------- --------
Total Income 585 136
------- --------
Expenses:
Amortization 7 7
Interest 62 65
General and Administrative 147 45
Management fees 10 -
------- --------
Total Expenses 226 117
------- --------
Net income $ 359 $ 19
======= ========
Net income allocated to General Partners $ 18 $ 1
======= ========
Net income allocated to Limited Partners $ 341 $ 18
======= ========
Net Income per Unit of Limited
Partnership Interest $ 13.32 $ .70
======= ========
See notes to financial statements.
F - 5
<PAGE>
WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP
STATEMENTS OF PARTNERS' CAPITAL
YEARS ENDED DECEMBER 31, 1996 AND 1995
(In Thousands, Except Unit Data)
<TABLE>
<CAPTION>
Units of
Limited General Limited
Partnership Partners' Partners' Total
Interest Deficit Capital Capital
--------- ---------- --------- ---------
<S> <C> <C> <C> <C>
Balance - January 1, 1995 25,646 $ (1,071) $ 1,655 $ 584
Retirement of Units (51)
Net Income 1 18 19
-------- -------- ------- -------
Balance - December 31, 1995 25,595 (1,070) 1,673 603
Net Income 18 341 359
-------- ---------- -------- ---------
Balance - December 31, 1996 25,595 $ (1,052) $ 2,014 $ 962
======== ========== ======== =========
</TABLE>
See notes to financial statements.
F-6
<PAGE>
WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP
STATEMENTS OF CASH FLOWS
(In Thousands, Except Unit Data)
YEARS ENDED DECEMBER 31,
------------------------
1996 1995
----------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 359 $ 19
Adjustments to reconcile net income to net
cash provided by operating activities:
Amortization 7 7
Equity in loss of Local Limited Partnerships 74 4
Changes in assets and liabilities:
Decrease in accounts payable and accrued
expenses (271) 48
-------- ------
Net cash provided by operating activities 169 78
-------- ------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from loan payable -- 33
-------- ------
Cash provided by financing activities -- 33
-------- ------
Net increase in cash 169 111
Cash, Beginning of Year 111 --
-------- ------
Cash, End of Year $ 280 $ 111
======== ======
Supplemental Disclosure of Cash Flow Information -
Cash paid for interest $ 350 $ --
---------------------- ======== ======
See notes to financial statements.
F - 7
<PAGE>
WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1996 AND 1995
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
Winthrop Residential Associates I, a Limited Partnership (the
"Partnership"), was organized on January 30, 1981 under the Uniform Limited
Partnership Act of the State of Maryland to invest in limited partnerships
(the "Local Limited Partnerships") that develop, manage, operate and
otherwise deal in government-assisted apartment complexes. The Partnership
has investments in seven Local Limited Partnership, each owning one
apartment complex. The properties are located at various locations
throughout the United States.
The Partnership was capitalized with approximately $25,667,000 of
contributions representing 25,666 investor limited partnership units. The
offering closed in September 1981. The general partners and the initial
limited partner (10 units) contributed $12,000.
Cash and Cash Equivalents
The Partnership considers all highly liquid investments with an original
maturity of three months or less at the time of purchase to be cash
equivalents.
Uses 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 in the financial statements and
accompanying notes. Actual results could differ from those estimates.
Investments in Local Limited Partnerships
The Partnership accounts for its investment in each Local Limited
Partnership using the equity method. Under the equity method of accounting,
the investment cost is subsequently adjusted by the Partnership's share of
the Local Limited Partnership's results of operations and by distributions
received. Costs relating to the acquisition and selection of the investment
in the Local Limited Partnerships are capitalized to the investment account
and amortized over the life of the investment or until the investment
balance has been written down to zero. Costs in excess of the Partnership's
initial basis in the net assets of the Local Limited Partnership are
amortized over the estimated useful lives of the underlying assets. Equity
in the loss of Local Limited Partnerships is not recognized to the extent
that the investment balance would become negative since the Partnership is
not obligated to advance funds to the Local Limited Partnerships.
Net Income Per Limited Partnership Unit
The net income per limited partnership unit is computed by dividing net
income allocated to the limited partners by the 25,595 units outstanding.
F - 8
<PAGE>
WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1996 AND 1995
(Continued)
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Income Taxes
Taxable income or loss of the Partnership is reported in the income tax
returns of its partners. Accordingly, no provision for income taxes is made
in the financial statements of the Partnership.
Concentration of Credit Risk
Principally all of the Partnership's cash and cash equivalents consist of a
mutual fund that invests in U.S. treasury bills and repurchase agreements
with original maturity dates of three months or less.
2. ALLOCATION OF PROFITS, LOSSES AND DISTRIBUTIONS
In accordance with the partnership agreement, profits and losses not
arising from a sale or refinancing and cash available for distribution
shall be allocated 5% to the general partners and 95% to the limited
partners. Distributions of proceeds arising from a sale or refinancing are
allocated first to the limited partners to the extent of their Adjusted
Capital Contribution (as defined) and then in accordance with the
partnership agreement.
3. TRANSACTIONS WITH RELATED PARTIES
One Winthrop Properties, Inc. ("One Winthrop"), the Managing General
Partner and WP Management Co., Inc. ("WP Management"), the manager of the
Partnership's investments in the Local Limited Partnerships are wholly
owned subsidiaries of First Winthrop Corporation ("First Winthrop"), which
in turn is wholly owned by Winthrop Financial Associates, A Limited
Partnership ("WFA").
WP Management is entitled to a fee for services rendered in managing the
Partnership's investments in the Local Limited Partnerships equal to 10% of
the Partnership's share of cash distributions from the Local Limited
Partnerships, not to exceed one half of 1% of the sum of (a) the amount of
the Partnership's aggregate total investment in all Local Limited
Partnership, plus (b) the Partnership's allocable share of all liens and
mortgages secured by the projects of all Local Limited Partnerships. The
fee is noncumulative and commences at the closing of each Local Limited
Partnership's permanent loan. WP Management earned $10,000 of such fees in
1996. No fees were earned in 1995.
F - 9
<PAGE>
WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1996 AND 1995
(Continued)
3. TRANSACTIONS WITH RELATED PARTIES (Continued)
The Partnership has depleted its available reserves and, as a result,
borrows amounts from First Winthrop to pay operating expenses and fund
operating deficits at properties owned by the Local Limited Partnerships.
The borrowings from First Winthrop bear interest at the prime rate (8.25%
and 8.5% at December 31, 1996 and 1995, respectively) plus 1%. The accrued
interest payable to First Winthrop is $159,000 and $447,000 at December 31,
1996 and 1995, respectively. The Partnership paid $350,000 of accrued
interest to First Winthrop in 1996. The Partnership will repay First
Winthrop's loans from cash flow generated by the Local Limited Partnerships
and the proceeds of any sales of real estate owned by the Local Limited
Partnerships.
An affiliate of the Managing General Partner received approximately
$83,000 and $142,000 in management fees from Local Limited Partnerships
during 1996 and 1995, respectively.
4. INVESTMENTS IN LOCAL LIMITED PARTNERSHIPS
As of December 31, 1996, the Partnership has Limited Partnership equity
interests in seven Local Limited Partnerships each owning one apartment
complex. Such interests are summarized as follows:
Local Limited Partnership Percentage Ownership
------------------------- --------------------
The Villas Ltd. 99
Washington Square Limited Partnership 89
Lynndale Apartments, Ltd. 50
Stonegate Apartments Limited Partnership 93
Cedar Lake, Ltd. 99
College Green Limited Partnership 95
First Investment Limited Partnership 90
The Partnership's equity interests in Louisiana Housing Partners
(96%) and Stonewood Associates (96%) were lost through foreclosure
during 1996.
The above Local Limited Partnerships have outstanding mortgages totaling
$25,810,000, which are secured by the Local Limited Partnerships' real
property, security interests, liens and endorsements common to first
mortgage loans.
During 1996, the Partnership made no additional investments in the Local
Limited Partnerships. As of December 31, 1996, the net cumulative operating
deficit advanced to the Local Limited Partnerships was $3,249,000, which
the Partnership has recorded as capital contributions. However, the Local
Limited Partnerships have accounted for $2,213,000 of these investments as
operating deficit advances and $898,000 as capital contributions. The
remaining $138,000 represents a purchase of interests in a Local Limited
Partnership, which is not accounted for by the Local Limited Partnership.
F - 10
<PAGE>
WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1996 AND 1995
(Continued)
4. INVESTMENTS IN LOCAL LIMITED PARTNERSHIPS
(continued)
The investment balance in Local Limited Partnerships is as follows (in
thousands):
<TABLE>
<CAPTION>
DECEMBER 31,
----------------------------------------------------------------
1996
1995 Activity 1996
-------------------- -------------------- -------------------
<S> <C> <C> <C>
Equity payments $ 21,226 $ $ 21,226
Additional investments made to and recognized
as operating deficit advances by the Local
Limited Partnerships 2,213 2,213
Additional investments made to purchase interests
in a Local Limited Partnership 138 138
Capitalized costs 558 558
Cash distributions from Local Limited Partnerships (1,860) (1,860)
Amortization of the capitalized costs and the costs
in excess of the Partnership's initial basis in the
net assets of the Local Limited Partnerships (696) (7) (703)
Equity in loss of Local Limited Partnerships, net of
equity in income and gains from sale of real estate (19,974) (74) (20,048)
-------------------- -------------------- -------------------
Investments per balance sheet 1,605 (81) 1,524
Difference in basis (including equity payments
paid to a partner of a Local Limited
Partnership totaling $1,738,000) (1,749) (1,749)
Additional investments made to and recognized as
operating deficit advances by the Local Limited
Partnerships (2,213) (2,213)
Additional investments made to purchase interests
in a Local Limited Partnership (138) (138)
Sale of interest in Local Limited Partnerships 562 562
Foreclosure of Local Limited Partnerships 5,523 7,321 12,844
Capitalized costs (558) (558)
Amortization of the capitalized costs and the costs
in excess of the Partnership's initial basis in the
net assets of the Local Limited Partnerships 696 7 703
Equity in loss of Local Limited Partnerships not
recognizable under the equity method of
accounting (Note 2) (19,429) (467) (19,896)
-------------------- -------------------- -------------------
Equity per Local Limited Partnerships' combined
financial statements $ (15,701) $ 6,780 $ (8,921)
==================== ==================== ===================
</TABLE>
F - 11
<PAGE>
WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1996 AND 1995
(Continued)
4. INVESTMENTS IN LOCAL LIMITED PARTNERSHIPS
(continued)
The combined balance sheets of the Local Limited Partnerships are as
follows (in thousands):
DECEMBER 31,
---------------------------
1996 1995
---------- -----------
ASSETS
Real estate, at cost:
Land $ 1,543 $ 2,640
Buildings, net of accumulated depreciation
of $16,499 and $21,426 in 1996
and 1995, respectively 12,740 19,152
Cash and cash equivalents 1,162 1,503
Other assets, net of accumulated amortization
of $707 and $815 in 1996 and
1995, respectively 1,744 2,223
--------- ---------
Total Assets $ 17,189 $ 25,518
========= =========
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Notes payable $ 804 $ 981
Loans payable 578 1,020
Mortgage notes payable 25,810 36,974
Accounts payable and accrued expenses 1,604 5,195
--------- ---------
Total Liabilities 28,796 44,170
--------- ---------
Partners' Capital:
Winthrop Residential Associates I (8,921) (15,701)
Other partners (2,686) (2,951)
--------- --------
(11,607) (18,652)
--------- --------
Total Liabilities and Partners' Capital $ 17,189 $ 25,518
======== ========
F - 12
<PAGE>
WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1996 AND 1995
(Continued)
4. INVESTMENTS IN LOCAL LIMITED PARTNERSHIPS
(continued)
The combined statements of operations of the Local Limited Partnerships
are as follows (in thousands):
YEARS ENDED DECEMBER 31,
-----------------------------------
1996 1995
--------------- -------------
Income:
Rental income $ 6,822 $ 7,909
Other income 578 584
---------- ----------
Total income 7,400 8,493
---------- ----------
Expenses:
Interest 2,476 2,951
Depreciation and amortization 1,495 1,646
Taxes and insurance 830 871
Management and administration fees 402 442
Repairs and maintenance 1,348 1,682
General and administrative 1,784 1,615
---------- ---------
Total expenses 8,335 9,207
---------- ---------
Loss from operations (935) (714)
Gain on sale of properties 8,181 2,826
--------- ---------
Net income $ 7,246 $ 2,112
========= =========
Net income allocated to
Winthrop Residential Associates I $ 6,881 $ 2,031
========= =========
Net income allocated to
other partners $ 365 $ 81
========= =========
F - 13
<PAGE>
WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1996 AND 1995
(Continued)
5. FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying amount of cash and cash equivalents of $280,000 approximates
its fair value due to the short term nature of such instruments. Due to the
nature of the loans payable to affiliates it is not practicable to estimate
their fair value because it cannot be determined whether financing with
similar terms and conditions would be available to the Partnership.
6. FORECLOSURE OF REAL ESTATE
The mortgages encumbering the Local Limited Partnerships of Stonewood
Associates Ltd. ("Stonewood") was foreclosed upon in March 1996 and the
mortgage encumbering Louisiana Housing Partners ("Shadowbrook") was
effectively deeded in lieu of foreclosure to the lender in August 1996. The
carrying value on the books of the Partnership of these investments was
zero at the time of foreclosure. Distributions from such partnerships
aggregated $539,000 for the year ended December 31, 1996 and are included
in income. For tax purposes, the Partnership recognized a gain of
approximately $10,500,000 in 1996 as a result of the foreclosure.
The Local Limited Partnership, Candlewood, was unable to negotiate a
workout agreement with HUD, resulting in a foreclosure sale of the property
in January 1995. The carrying value on the books of the Partnership was
zero at the time of foreclosure. The net proceeds of $104,000 received by
the Partnership has been recorded as income in the 1995 statement of
operations. For tax purposes, the Partnership recognized a gain of
approximately $3,400,000 in 1995 as a result of the foreclosure.
7. TAXABLE INCOME
The Partnership's taxable income differs from the net income for financial
reporting purposes as follows (in thousands):
1996 1995
-------- -------
Net income for financial reporting purposes $ 359 $ 19
Plus: Amortization of capitalized costs and
costs in excess of the Partnership's
initial basis in the net assets of
the Local Limited Partnerships 7 7
Tax gains in excess of gains for financial
reporting purposes (due primarily to
gain on foreclosure) 9,727 3,123
Less: Equity in Local Limited Partnership's
losses for financial reporting purposes
not recognizable under the equity method
of accounting (467) (729)
------ -------
Taxable income $9,626 $ 2,420
====== =======
F - 14
<PAGE>
WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1996 AND 1995
(Continued)
8. COMMITMENTS AND CONTINGENCIES
In September 1996 the Local Limited Partnership owning the Villas
Apartments signed a provisional workout agreement expiring August 31, 1997
with the U.S. Housing and Urban Development Corporation ("HUD"). If HUD
does not extend such workout agreement on August 31, 1997, the property
could be lost through foreclosure. If HUD sells the mortgage, the
provisional workout agreement may be terminated by the new lender.
F - 15
<PAGE>
Item 8. Changes in and Disagreements on Accounting and
Financial Disclosure.
Effective September 19, 1996, the Partnership dismissed its prior
Independent Auditors, Arthur Andersen LLP ("Arthur Andersen") and retained as
its new Independent Auditors, Imowitz Koenig & Co., LLP ("Imowitz Koenig").
Arthur Andersen's Independent Auditors' Report on the Partnership's financial
statements for calendar year ended December 31, 1995, did not contain an adverse
opinion or a disclaimer of opinion, and were not qualified or modified as to
uncertainty, audit scope or accounting principles. The decision to change
Independent Auditors was approved by the Partnership's managing general
partner's directors. During calendar year ended 1995 and through September 19,
1996, there were no disagreements between the Partnership and Arthur Andersen on
any matter of accounting principles or practices, financial statement
disclosure, or auditing scope of procedure which disagreements if not resolved
to the satisfaction of Arthur Andersen, would have caused it to make reference
to the subject matter of the disagreements in connection with its reports.
Effective September 19, 1996, the Partnership engaged Imowitz Koenig as
its Independent Auditors. The Partnership did not consult Imowitz Koenig
regarding any of the matters or events set forth in Item 304(a)(2) of Regulation
S-B prior to September 19, 1996.
11
<PAGE>
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance With Section 16(a) of the Exchange Act.
The Partnership has no officers or directors. One Winthrop Properties,
Inc., the managing general partner of the Partnership (the "Managing General
Partner"), manages and controls substantially all of the Partnership's affairs
and has general responsibility and ultimate authority in all matters effective
its business. As of March 1, 1997, 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
Richard J. McCready President and
Chief Operating Officer 7-95
Jeffrey Furber Executive Vice President 7-95
and Clerk
Edward Williams Chief Financial Officer 4-96
Vice President and
Treasurer
Peter Braverman Senior Vice President 1-96
Michael L. Ashner, age 45, 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.
12
<PAGE>
Richard J. McCready, age 38, 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.
Jeffrey Furber, age 37, 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.
Edward V. Williams, age 56, has been the Chief Financial Officer of WFA
since April 1996. From June 1991 through March 1996, Mr. Williams was Controller
of NPI and NPI Management. Prior to 1991, Mr. Williams held other real estate
related positions including Treasurer of Johnstown American Companies and Senior
Manager at Price Waterhouse.
Peter Braverman, age 45, 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 80 Limited Partnership; Winthrop Partners
81 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;
13
<PAGE>
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; Southeastern Income Properties Limited Partnership; Southeastern
Income Properties II Limited Partnership; Winthrop Miami Associates Limited
Partnership; and Winthrop Apartment Investors Limited Partnership.
Except as indicated above, neither the Partnership nor the Managing
General Partner has any significant employees within the meaning of Item 401(b)
of Regulation S-B. There are no family relationships among the officers and
directors of the Managing General Partner.
Based solely upon a review of Forms 3 and 4 and amendments thereto
furnished to the Partnership under Rule 16a-3(e) during the Partnership's most
recent fiscal year and Forms 5 and amendments thereto furnished to the
Partnership with respect to its most recent fiscal year, the Partnership is not
aware of any director, officer or beneficial owner of more than ten percent of
the units of limited partnership interest in the Partnership that failed to file
on a timely basis, as disclosed in the above Forms, reports required by section
16(a) of the Exchange Act during the most recent fiscal year or prior fiscal
years.
Item 10. Executive Compensation.
The Partnership 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 12, "Certain Relationships and Related Transactions.")
Item 11. Security Ownership of Certain Beneficial Owners and
Management.
(a) Security ownership of certain beneficial owners.
The General Partners own the entire general partnership interest. No
person or group is known by the Partnership to be the beneficial owner of more
than 5% of the outstanding Units at March 15, 1997. Under the Partnership
Agreement, the voting rights of the Limited Partners are limited and, in some
14
<PAGE>
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 approval of the other
General Partner, Linnaeus, is required as to all investments in Local Limited
Partnerships and in connection with any votes or consents arising out of the
ownership of a Local Limited Partnership interest.
(b) Security ownership of management.
None of the officers, directors or general partners of the General
Partner or their respective officers, directors or general partners owned any
Units at March 15, 1997 in individual capacities; however, a wholly-owned
subsidiary of First Winthrop owns 100 Units and Winthrop Financial Associates, A
Limited Partnership owns 5 Units (.60% in the aggregate).
(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.
Item 12. Certain Relationships and Related Transactions.
(a) Transactions with management and others.
The Partnership began borrowing from First Winthrop in 1986, and
through December 31, 1996, has borrowed a total of $1,164,672 from First
Winthrop to fund operating deficits incurred by some Local Limited Partnerships
and to pay the Partnership's general and administrative expenses. Through
December 31, 1996, the Partnership has repaid $498,399 to First Winthrop,
leaving an outstanding loan balance of $666,273 on December 31, 1996. The
following is a summary of yearly additions and payments on both the principal
balance of the loan and interest that has accrued on the loan:
15
<PAGE>
Loan Loan Loan Interest Interest
Year Addition Payment Balance Expense Paid Accrued
- ---- -------- ------- ------- ------- ---- -------
1986 551,459 0 551,459 13,659 0 13,659
1987 180,000 0 731,459 64,958 13,659 64,958
1988 66,448 493,399 304,508 66,684 0 131,642
1989 36,298 5,000 335,806 37,693 0 169,335
1990 78,445 0 414,251 42,464 0 211,799
1991 79,663 0 493,914 42,301 0 251,100
1992 53,133 0 547,047 38,131 0 292,231
1993 47,082 0 594,129 40,307 0 332,538
1994 39,142 0 633,271 49,795 0 382,333
1995 33,002 0 666,273 64,521 0 446,854
1996 0 0 666,273 61,941 350,000 158,795
The loans from First Winthrop were made pursuant to and in compliance
with Section 5.3A (iv) of the Partnership Agreement. The loans between the
Partnership and First Winthrop are demand loans which bear interest at Bank of
Boston prime rate plus 1%. No specific repayment terms were negotiated. The
Partnership intends to repay the loans when the Partnership receives cash from
either cash flow or sales proceeds from a Local Limited Partnership.
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. There were no fees, commissions or cash distributions
which the Partnership paid to or accrued for the account of the General Partners
and their affiliates for the year ended December 31, 1995. However, three
properties owned by Local Limited Partnerships, Villas, Stonewood and
Shadowbrook, paid, in the aggregate, property management fees of $141,591 to
Winthrop Management, an affiliate of WFA, for the year ended December 31, 1995.
For the year ended December 31, 1996, Winthrop Management received management
fees of $82,673 from the Local Limited Partnerships owning Villas, Stonewood and
Shadowbrook. In additions, the Partnership paid $10,000 to Winthrop Management
for services rendered in 1996.
(b) Certain business relationships.
The Partnership's response to Item 12(a) is incorporated herein by
reference. In addition, the Partnership has no
16
<PAGE>
business relationship with entities of which the directors of the Managing
General Partner are officers, directors or 10% equity owners other than as set
forth in the Partnership's response to Item 12(a).
(c) Indebtedness of management. None.
(d) Transactions with promoters. None.
17
<PAGE>
PART IV
Item 13. Exhibits and Reports on Form 8-K.
(a) 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
18
<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 as this 28th day of
March 1997.
WINTHROP RESIDENTIAL ASSOCIATES I,
A LIMITED PARTNERSHIP
By: One Winthrop Properties, Inc.
Managing General Partner
By: /s/ Michael L. Ashner
----------------------------
Michael Ashner
Chief Executive Officer
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 L. Ashner Chief Executive March 28, 1997
- ----------------------- Officer and Director
Michael L. Ashner
/s/ Edward V. Williams Chief Financial Officer March 28, 1997
- -----------------------
Edward V. Williams
19
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Page
- ------- ----
<S> <C> <C>
3. Agreement and Certificate of Limited Partnership of Winthrop
Residential Associates I, A Limited Partnership, dated as of June 23,
1983 (incorporated herein by reference to the Partnership's Annual
Report on Form 10-K filed March 30, 1984, File No. 0-10272).
4. Agreement and Certificate of Limited Partnership of Winthrop
Residential Associates I, A Limited Partnership, dated as of June 23,
1983 (incorporated herein by reference to Exhibit 3 hereto).
10. Agreement between Winthrop Residential Associates I,
A Limited Partnership and The Artery Organization,
Inc. (incorporated herein by reference to the
Registrant's Registration Statement on Form S-11,
File No. 2-70828)
16. Letter from Arthur Andersen LLP dated September 19, 1996 (incorporated
herein by reference to Registrant's Current Report on Form 8-K dated
September 19, 1996).
27. Financial Data Schedule.
</TABLE>
20
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
The schedule contains summary financial information extracted from Winthrop
Residential Associates I, A Limited Partnership and is qualified in its entirety
by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 280,000
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,804,000
<CURRENT-LIABILITIES> 0
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 962,000
<TOTAL-LIABILITY-AND-EQUITY> 1,804,000
<SALES> 0
<TOTAL-REVENUES> 574,000
<CGS> 0
<TOTAL-COSTS> 17,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 62,000
<INCOME-PRETAX> 359,000
<INCOME-TAX> 0
<INCOME-CONTINUING> 359,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 359,000
<EPS-PRIMARY> 13.32
<EPS-DILUTED> 13.32
</TABLE>
<PAGE>
Exhibit 99
WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP
DECEMBER 31, 1996
Supplementary Information Required Pursuant to Section 9.4 of the
Partnership Agreement (Unaudited)
1. Statement of Cash Available for Distribution for the:
<TABLE>
<CAPTION>
Year Ended Three Months Ended
December 31, 1996 December 31, 1996
----------------- ------------------
<S> <C> <C>
Net Income: $ 359,000 $ (89,000)
Add: Amoritzation 7,000 2,000
Equity in net loss of Local
Limited Partnerships 74,000 47,000
Cash from reserves 40,000
Less: Cash to reserves (440,000)
------------- ---------
Cash Available for Distribution $ -- $ --
============= =========
</TABLE>
2. Fees and other compensation paid or accrued by the Partnership to the
General Partners, or their affiliates, during the three months ended
December 31, 1996:
Entity Receiving Form of
Compensation Compensation Amount
------------------------------- ----------------------- ------------
First Winthrop Corporation Interest on loans $ 16,000
