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 fiscal year ended December 31, 1995 No. 0-10404
WINTHROP PARTNERS 81 LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
Massachusetts 04-2720480
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One International Place, Boston, Massachusetts 02110
(Address of Principal 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 Document Incorporated by Reference
I, III The Prospectus of the Registrant dated June 2, 1981
<PAGE>
PART I
Item 1. Business.
Winthrop Partners 81 Limited Partnership (the "Partnership") was
organized under the Uniform Limited Partnership Act of the Commonwealth of
Massachusetts on February 9, 1981, for the purpose of owning and leasing
commercial and industrial 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 26, 1981, the
Partnership filed a Registration Statement on Form S-11 with the Securities and
Exchange Commission (the "Commission") with respect to a public offering of
70,000 Units of limited partnership interest ("Units") at a purchase price of
$500 per Unit (an aggregate of $35,000,000). The Registration Statement was
declared effective on June 2, 1981. The offering terminated in June 1982, at
which time 25,099 Units, representing capital contributions from Limited
Partners of $12,549,500, had been subscribed for.
The Partnership's General Partners are One Winthrop Properties, Inc., a
Massachusetts limited partnership (the "Managing General Partner"), and
Linnaeus-Hampshire Realty Limited Partnership, a Massachusetts limited
partnership (the "Associate General Partner"). One Winthrop 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 17-24 of its Prospectus dated June 2, 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 filed with the Commission pursuant to Rule 424(b) on July 13, 1981.
The Partnership has invested all of the net proceeds of the Limited
Partners' capital contributions, other than approximately $165,000 originally
set aside as reserves, in ten (10) real proper ties. The Partnership's current
reserves net of accounts payable, accrued expenses and distributions payable to
Partners of approximately $147,000 are invested in money market instruments.
Eight properties have been sold: one in 1989; one in 1991; three in 1992; two in
1993; and one in 1995. See "Dispositions", below. The
<PAGE>
Partnership's future cash distributions will include ongoing distributions from
rental income and one-time distributions of sale proceeds. Rental income will be
affected by the terms of any new leases, any tenant improvements 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, the cash to be distributed from sale
proceeds will go 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 the Partnership's remaining properties.
The Partnership owns the fee interest in each of the two (2) remaining
properties and acquired all of the properties solely with Partnership capital
and without any mortgage financing. Each of these properties is commercial in
nature and each is leased under a triple net lease to a single tenant. Each of
the leases is for an initial term of at least five years from the date of
acquisition. Each of the tenants is a public company or a subsidiary of a public
company.
The tenants under each of 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 any of the Properties. In
addition, the tenants at the Properties are responsible for all insurance
requirements and the payment of real estate taxes directly to the taxing
authorities. The Partnership believes that the Properties are adequately
insured.
Each tenant is subject to competition from other companies offering
similar products in the locations of the property leased by such tenant. The
Partnership has no control over the tenants' responses to competitive conditions
impacting the businesses operated by the tenants at each of the properties. In
addition, the Partnership will be subject to significant competition in
attracting tenants upon the expiration or termination of either of the leases
with its tenants.
<PAGE>
Rents paid pursuant to the lease with GTE North Incorporated and Frank's
Nursery and Crafts (including additional percentage rent) account for
approximately 68.4% and 31.6% of the Partnership's revenues for 1995. See Item
2, "Properties" for a description of the leases with respect to the
Partnership's two remaining properties.
Dispositions
NCNB, Batesburg, SC. On March 12, 1993, the Partnership sold the property
to a third party. The sale price was $112,500 which is significantly less than
the original purchase price of $234,653. Net proceeds from the sale were
distributed to the limited partners with the 1993 First Quarter distribution. On
a per-unit basis, $4.48 was distributed as a return of capital. The cash-on-cash
return provided by the property during its holding period was approximately 4.4%
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 2.1% of the Partnership's
initial offering proceeds.
NCNB, Orangeburg, SC. On July 30, 1993, the Partnership sold the property
to a third party. The sale price was $125,000 which is less than the original
purchase price of $484,208. Net proceeds of the sale were distributed to the
limited partners with the 1993 Third Quarter Distribution. On a per-unit basis
$4.56 was distributed as a return of capital. The cash-on-cash return provided
by the property during its original holding period was approximately 2.7% 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 4.3% of the Partnership's
initial offering proceeds.
Seagate Technology ("Seagate"), formerly known as Magnetic Peripherals,
Oklahoma City, OK. On January 12, 1995, the Partnership sold the property to a
third party. The sale price was $3,100,000 (approximate book value) which is
significantly less than the original purchase price of $5,554,285. Net proceeds
from the sale will be distributed with the 1995 First Quarter distribution. The
Partnership's original investment in the property represents approximately 49.3%
of the initial offering proceeds.
<PAGE>
Employees
The Partnership does not have any employees. Services are performed for
the Partnership by its Managing General Partner, and agents retained by the
Managing General Partner, including an affiliate of the General Partners,
Winthrop Management.
Until December 22, 1994, the sole general partner of Linnaeus
Associates Limited Partnership ("Linnaeus"), which is 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 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 One Winthrop Financial 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)Size(sq.ft.)
GTE North Incorporated,
formerly General
Telephone of Ohio
Columbus, OH 10/14/82 $1,849,948 16.4 100,000
Frank's Nursery
and Crafts, Inc.
Columbus, OH 1/25/83 $ 889,776 7.0 16,500
- --------------------
(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.
The Partnership's remaining properties are commercial or industrial in
nature. Each of these properties is under a triple net lease to a single tenant.
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 properties.
Tenant Business of Lease Renewal 1995 Annual
Property/Location Tenant Expiration Options(1) Base Rent
GTE North Incorporated,
formerly General
Telephone of Ohio Warehouse 4/30/97 -- $240,000(1)
Columbus, OH Distribution
Facility
Frank's Nursery
and Crafts, Inc. Retail Nursery 1/25/98 3 -5Yr. $ 99,000(2)
Columbus, OH Nursery and
Crafts Store
- --------------------
(1) The annual base rent was $230,000 through April 1995; $240,000 effective May
1995 through April 1996; and $250,000 effective May 1996 through April 1997.
(2) An additional rent payment of $5,284, representing a percentage of store
sales, was received in 1995.
<PAGE>
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 Security Holders.
No matters were submitted to a vote of security holders.
PART II
Item 5. Market 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 1,258 holders of Units.
The Amended and Restated Limited Partnership Agreement of the
Partnership, dated as of June 2, 1981 (incorporated herein by reference)
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 3.44(1) 8.62
June 30 3.75 1.00
September 30 3.29 1.00
December 31 2.99 1.00
(1) Does not include distribution of net sale proceeds of $114.80
per Unit.
<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> <C>
Operating Revenues - rental &
interest income $ 365,268 $ 501,547 $ 892,337 $1,023,742 $ 1,187,745
Operating Income 261,207 139,413 606,317 667,020 768,864
Gain (loss) on sale
of property 11,173 -- (138,310) 319,638 120,506
Net Income $ 272,380 139,413 468,007 986,658 889,370
Net Income per weighted average
Unit of Limited Partnership
Interest Outstanding 10.02 5.11 16.71 37.17 32.92
Total Assets $1,906,708 $4,820,805 $5,070,501 $5,790,068 $ 6,906,653
Total Cash Distributions
per Unit of Limited
Partnership Interest,
including amounts
distributed after year end: $ 128.27(4) $ 11.62 $ 38.74(3) $ 81.26(2) $ 50.16(1)
- ---------------------
</TABLE>
(1) Includes the proceeds from the disposition of the North, South Carolina
property in the amount of $9.53 per Unit of which $8.17 is a return of
capital and $1.36 is profit.
(2) Includes the proceeds from the disposition of the Anderson, Greenville and
Sumter, South Carolina properties in the aggregate amount of $44.64 per
unit of which $41.92 is a return of capital and $2.72 is profit.
(3) Includes the proceeds from the disposition of the Batesburg and Orangeburg,
South Carolina properties in the aggregate amount of $9.04, all of which
was distributed as a return of capital.
(4) Includes proceeds of the Oklahoma City, OK property in the amount of
$114.80 per unit all of which is a return of capital.
<PAGE>
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
Liquidity and Capital Resources
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 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 approximately $234,000 in
cash and cash equivalents, an increase of $54,550 from December 31, 1994. This
increase was due to $2,882,613 of cash from investing activities generated from
the sale of the Partnership's Oklahoma City property, which was partially offset
by a reduction in cash from operating activities ($64,011) and an increase in
cash used in financing activities ($2,771,299). Each of these increases and
decreases were primarily due to the sale of the Oklahoma City property.
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. The leases at the Partnership's remaining properties expire in
April 1997 and January 1998 at which time the Partnership will be required to
extend the leases, find new tenants or sell the properties.
Results of Operations
Through 1995, the results of the Partnership's operations have differed
somewhat from year to year primarily because of percentage rental payments,
periodic increased rental payments, variations in interest income, decreases in
depreciation expense and sales of properties. The Partnership's sole sources of
income are from rents received and interest earned on cash balances which are
invested in short term investments. The lease with Frank's Nursery at the
Columbus, Ohio property provides for
<PAGE>
percentage rental payments which occurred in the last five years. The lease for
the GTE North, Incorporated property provides for periodic increases in rental
payments. The Partnership's depreciation expense decreases over time because
both of the remaining properties are depreciated on the component method which
results in some of the building components having shorter useful lives than
others. In 1995, income was significantly reduced due to the loss of income from
the Seagate property which has been vacant since May 1, 1994. The sale of
properties reduces the operating revenues in future years.
Because of the net nature of the leases of the two remaining properties,
inflation and changing prices have not yet signifi cantly affected the
Partnership's revenues and net income.
<PAGE>
Item 8. Financial Statements and Supplementary Data.
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
WINTHROP PARTNERS 81 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 81 LIMITED PARTNERSHIP:
We have audited the accompanying balance sheets of Winthrop Partners 81
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 81
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 81 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 81 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>
<TABLE>
STATEMENTS OF INCOME
- ------------------------------------------------------------------------------------------------------------------------------------
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................................................ $ 266,830 $ 469,864 $ 858,174
Other income.................................................................... 14,113 54 -
Interest on short-term investments.............................................. 63,103 7,676 7,711
Interest income on real estate leases accounted
for under the financing method................................................ 21,222 23,953 26,452
------ ------- ------
365,268 501,547 892,337
------- -------- -------
Expenses:
Depreciation and amortization................................................... 64,181 221,558 233,117
Management fees................................................................. 5,092 9,595 12,821
General and administrative...................................................... 34,788 130,981 40,082
------ -------- ------
104,061 362,134 286,020
------- -------- -------
Operating income 261,207 139,413 606,317
Gain (loss) on sale of property, net 11,173 - (138,310)
------ ---- --------
Net income $ 272,380 $ 139,413 $ 468,007
= ======= = ======== = =======
Net income allocated to General Partners $ 20,897 $ 11,153 $ 48,505
= ====== = ======= = ======
Net income allocated to Limited Partners $ 251,483 $ 128,260 $ 419,502
= ======= = ======== = =======
Net income per Unit of Limited Partnership
Interest $ 10.02 $ 5.11 $ 16.71
= ===== = ===== = =====
</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 $808,214 and $3,486,376 as of December 31, 1995 and 1994,
respectively................................................................... $ 1,451,031 $ 4,386,653
Accounted for under the financing method........................................ 220,360 252,598
-------- -------
1,671,391 4,639,251
Other Assets:
Cash and cash equivalents, at cost, which approximates
market value.................................................................. 233,877 179,327
Other........................................................................... 1,440 2,227
------ -----
.................................................................................. $ 1,906,708 $ 4,820,805
= ========== = =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
Liabilities:
Accounts payable and accrued expenses........................................... $ 11,274 $ 27,653
Distributions payable to Partners............................................... 75,376 25,235
------- ------
.................................................................................. 86,650 52,888
------- ------
Partners' Capital (Deficit):
Limited Partners
Units of Limited Partnership Interest, $500 stated value per Unit;
authorized - 70,010 Units; issued
and outstanding - 25,109 Units............................................ 2,118,897 5,087,653
General Partners................................................................ (298,839) (319,736)
--------- --------
1,820,058 4,767,917
---------- ---------
$ 1,906,708 $ 4,820,805
= ========== = =========
</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.................................................................$ 272,380 $ 139,413 $ 468,007
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization............................................. 64,181 221,558 233,117
Minimum lease payments received, net of
interest income earned, on leases accounted for
under the financing method............................................... 32,238 29,507 27,008
(Gain) Loss on sale of property, net...................................... (11,173) - 138,310
Changes in assets and liabilities:
(Decrease) Increase in accounts payable and
accrued expenses....................................................... (16,379) 9,690 (48,038)
Decrease (increase) in other assets..................................... 788 5,878 (7,500)
---- ------ ------
Net cash provided by operating activities:................................ 342,035 406,046 810,904
-------- -------- -------
Cash flows from investing activities:
Net proceeds from sale of property.......................................... 2,882,613 - 227,155
---------- ----- -------
Net cash provided by investing activities................................. 2,882,613 - 227,155
---------- ----- -------
Cash flows from financing activities:
Cash distributions paid..................................................... (3,170,098) (398,799) (1,139,536)
----------- --------- ----------
Net cash used by financing activities:.................................... (3,170,098) (398,799) (1,139,536)
----------- --------- ----------
Net increase (decrease) in cash and cash equivalents.......................... 54,550 7,247 (101,477)
Cash and cash equivalents, beginning of period................................ 179,327 172,080 273,557
-------- -------- -------
Cash and cash equivalents, end of period.....................................$ 233,877 $ 179,327 $ 172,080
= ======== = ======== = =======
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
<TABLE>
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
- -----------------------------------------------------------------------------------------------------------------------------------
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........................... 25,109 $ (325,853) $ 5,804,899 $ 5,479,046
Cash distributions paid or
accrued............................................ (53,541) (973,225) (1,026,766)
Net income........................................... 48,505 419,502 468,007
------- -------- -------
Balance, December 31, 1993........................... 25,109 (330,889) 5,251,176 4,920,287
------ --------- ---------- ---------
Cash distributions paid or
accrued............................................ 0 (291,783) (291,783)
Net income........................................... 11,153 128,260 139,413
------- -------- -------
Balance, December 31, 1994........................... 25,109 (319,736) 5,087,653 4,767,917
------ --------- ---------- ---------
Cash distributions paid or
accrued............................................ 0 (3,220,239) (3,220,239)
Net income........................................... 20,897 251,483 272,380
------- -------- -------
Balance, December 31, 1995........................... 25,109 $ (298,839) $ 2,118,897 $ 1,820,058
====== = ========= = ========= = =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
NOTES TO FINANCIAL STATEMENTS
December 31, 1995
1. ORGANIZATION
Winthrop Partners 81 Limited Partnership, (the Partnership), was
organized under the Uniform Limited Partnership Act of the Commonwealth
of Massachusetts on February 9, 1981 for the purpose of owning and
leasing commercial and industrial real properties. The Partnership will
terminate on December 31, 2009, 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 Estimates - 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 its tax returns on the accrual
basis. On May 29, 1981, 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.
Cash and Cash Equivalents - Cash and cash equivalents consist of a
mutual fund that invests in treasury bills and repurchase agreements
maturing in three months or less, valued at cost which approximates
market value.
Percentage Rent - The Partnership has entered into several leases that
provide for a minimum annual rent plus additional rent based upon
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 $5,284, $7,518 and $14,849, 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.
<PAGE>
2. SIGNIFICANT ACCOUNTING POLICIES (Continued)
(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 rentals become due,
which does not materially differ from the straight-line method.
Expenses (including depreciation) are charged to operations, as
incurred.
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.
Certain amounts from prior years have been reclassified to remain
consistent with the current year presentation.
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 managed by it. For the years ended December 31, 1995, 1994
and 1993, Winthrop Management earned $5,092, $9,595 and $12,821,
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 as provided for in the Partnership
Agreement. The General Partners are also entitled to 8% of Sale or
Refinancing Proceeds, subordinated to certain priority distribution to
the Limited Partners as provided for in the Partnership Agreement. For
the year ended December 31, 1993, the Partnership paid or accrued
distributions from Cash Available for Distribution totaling $53,541 to
the General Partners. No such amounts were paid or accrued in 1995 or
1994. The proceeds from the sale of the Orangeburg and Batesburg, South
Carolina properties in 1993, and the Seagate, Oklahoma property in 1995
(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 certain fees and
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>
Land........................................ $ 600,841 $ 1,351,629
Commercial buildings........................ 1,658,404 6,521,400
Less: Accumulated depreciation............. (808,214) (3,486,376)
-------- ----------
$ 1,451,031 $ 4,386,653
= ========= = =========
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:
</TABLE>
<TABLE>
<S> <C>
1996.................................... 292,000
1997.................................... 129,000
1998.................................... 3,000
1999.................................... 0
2000.................................... 0
</TABLE>
<PAGE>
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>
Minimum lease payments receivable..................... $ 110,502 $ 163,962
Unguaranteed residual value........................... 145,356 145,356
------- -------
255,858 309,318
Less: Unearned income................................ (35,498) (56,720)
------- -------
$ 220,360 $ 252,598
= ======= = =======
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:
1996............................... 53,000
1997............................... 53,000
1998............................... 5,000
1999............................... 0
2000............................... 0
</TABLE>
6. SALE OF PROPERTY
On July 30, 1993, the Partnership sold the property located in
Orangeburg, South Carolina, for a sale price of $125,000, and in March
1993, the Partnership sold the property located in Batesburg, South
Carolina, for a sale price of $112,500. The Partnership had accounted
for the leased properties under the operating method and realized an
aggregate loss of $138,310 on these transactions. The sales provided
$227,153 of net proceeds, which have been distributed to limited
partners.
On January 12, 1995, the Partnership sold the property located in
Oklahoma City, Oklahoma, for a sale price of $3,100,000. The net
proceeds received by the Partnership for the sale resulted in a gain of
$11,173 for financing reporting purposes. The sale provided $2,882,613
of net proceeds, which have been distributed to limited partners.
<PAGE>
7. TAXABLE INCOME
The Partnership's taxable income for 1995 differs from the 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............................................... $ 272,380
Plus: Minimum lease payments received, net of
interest income earned, on leases accounted
for under the financing method.................................................... 32,238
Minus: Excess depreciation under ACRS.................................................. (95,539)
-------
Taxable income............................................................................ $ 209,079
=======
</TABLE>
<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
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Statement of Cash Available for Distribution:
Net income.................................................................... $ 54,335 $ 272,380
Add: Depreciation and amortization charges
to income not affecting Cash Available
for Distribution.................................................... 12,469 64,181
Sales proceeds..................................................... - 2,882,613
Minimum lease payments received, net of
interest income earned, on leases
accounted for under the financing
method.............................................................. 8,329 32,238
Less: Reserves............................................................ (173) -
Prepaid rent........................................................ - (20,000)
Gain on sale of property............................................ - (11,173)
---- -------
Cash Available for Distribution............................................... $ 74,960 $ 3,220,239
- ------ - ---------
Distributions allocated to General Partners................................... $ - $ -
Distributions allocated to Limited Partners................................... $ 74,960 $ 3,220,239
- ------ - ---------
</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, 1995:
<TABLE>
- -----------------------------------------------------------------------------------------------------------------------------------
Entity Receiving Form of (Unaudited)
Compensation Compensation Amount
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Winthrop Management Property management fees $ 1,271
General Partners Interest in Cash Available
for Distribution $ 0
WFC Realty Co., Inc. Interest in Cash Available
for Distribution $ 30
</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
Annual Partnership Report.
<PAGE>
<TABLE>
WINTHROP PARTNERS 81
REAL ESTATE AND ACCUMULATED DEPRECIATION
(ACCOUNTED FOR UNDER THE OPERATING METHOD)
DECEMBER 31, 1995
SCHEDULE III
1 of 2
<S> <C> <C> <C> <C> <C> <C> <C>
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
- ----------- ---- ------------ ----- -------------- ------------ -------- ------------
Land & Warehouse
Distribution Center,
Columbus, OH 191,544 1,658,404 1,849,948 808,214 1980 Oct. 1982 5-35 years
Land, Columbus, OH 409,297 - 409,297 - - Jan. 1983 -
---------- ------- ----------- ----------
$ 600,840 $1,658,404 $ 2,259,245 $ 808,214
========== ========== =========== ==========
</TABLE>
(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 $544,827 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.
<TABLE>
(C) Reconciliation of real estate owned:
<S> <C>
Balance as of December 31, 1994...................... $ 7,873,029
Additions during 1995................................ 0
Sales of property during 1995........................ 5,613,784
---------
Balance as of December 31, 1995...................... $ 2,259,245
= =========
(D) Reconciliation of accumulated depreciation:
Balance as of December 31, 1994...................... $ 3,486,376
Depreciation expense during 1995..................... 64,181
Sales of property in 1995............................ (2,742,343)
---------
Balance as of December 31, 1995...................... $ 808,214
= =========
</TABLE>
<PAGE>
REAL ESTATE AND ACCUMULATED DEPRECIATION
(ACCOUNTED FOR UNDER THE FINANCING METHOD)
DECEMBER 31, 1995
<TABLE>
SCHEDULE III
2 of 2
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>
Nursery & Craft Store,
Columbus, OH $480,479 $254,565 1968 Jan. 1983 15 years
======== ========
</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 $82,648 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........... $ 801,885
Plus: Unguaranteed residual................ 145,356
Minus: Unearned income..................... (466,762)
---------
Net Investment.............................. $ 480,479
=========
</TABLE>
(B) Reconciliation of minimum lease payments received net of interest income
earned:
<TABLE>
<S> <C>
Balance as of December 31, 1994............. $ 222,327
Minimum lease payments received net of
interest income earned during 1995......... 32,238
---------
Balance as of December 31, 1995............. $ 254,565
=========
</TABLE>
<PAGE>
Item 9. Changes in and Disagreements on Accounting and Financial
Disclosure.
The Partnership has had no disagreement with its accountants on any
matters of accounting principles or practices or financial statement disclosure.
<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
(c) Identification of Certain Significant Employees. None.
(d) Family Relationships. None.
(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:
<PAGE>
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.
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.
<PAGE>
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 80 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.
<PAGE>
(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, 1996.
Under the Amended and Restated Agreement of (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 Part ner, One Winthrop Properties, Inc., although
the consent of the Associate General Partner, Linnaeus-Hampshire Realty Limited
Partnership, 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 any
of the officers, directors or the general partner of the General Partners owned
any Units at March 1, 1996. A wholly-owned subsidiary of WFA owns 200 Units
(less than 1% of the total number of Units outstanding).
(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 Registrant.
Item 13. Certain Relationships and Related Transactions.
Under the Partnership Agreement, the General Partners and their
affiliates are entitled to receive various fees, commis sions, 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
managed by it. For the years ended December 31, 1995, 1994 and 1993, Winthrop
Management earned $5,092, $9,595 and $12,821, 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 as provided for in the Partnership Agreement. 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, 1993, the Partnership
paid or accrued distributions from Cash Available for Distribution totaling
$53,541 to the General Partners. No such amounts were paid or accrued in 1995 or
1994. The proceeds from the sale of the Orangeburg and Batesburg, South Carolina
properties in 1993, and the Seagate, Oklahoma property in 1995 were distributed
entirely to the Limited Partners.
During the liquidation stage of the Partnership, the General Partners and
their affiliates are entitled to receive certain fees and distributions,
subordinated to specified minimum returns to the Limited Partners as described
in the Partnership Agreement.
<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 81 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 (a)
Partnership of Winthrop Partners 81 (the
"Partnership") dated as of June 2, 1981
4 See Exhibit (3).
10(a) Property Management Agreement between the (b)
Partnership and WP Management Co., Inc.
dated June 2, 1981
10(b) Documents relating to the GTE North Incorporated, (c) formerly General
Telephone Company of Ohio, property in Columbus, Ohio
Lease Amendment Number Three dated March 16, 1992 (d)
10(c) Documents relating to the Frank's Nursing & (c)
Crafts, Inc. property in Dublin, Ohio
- ---------------------------
(a) Filed as an exhibit to the Partnership's Annual Report on Form 10-K for the
year ended December 31, 1994, and incorporated herein by reference.
(b) Filed as an exhibit to the Partnership's Registration
Statement on Form S-11, File No. 2-71045, and incorporated herein
by reference.
(c) Filed as an exhibit to the Partnership's Current Report on Form 8-K dated
January 26, 1983, and incorporated herein by reference.
(d) Filed as an exhibit to the Partnership's Annual Report on Form 10-K for the
year ended December 31, 1992, and incorporated herein by reference.
<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> 0000351147
<NAME> Winthrop Partners 81 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> 233877
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 2479605
<DEPRECIATION> 808214
<TOTAL-ASSETS> 1906708
<CURRENT-LIABILITIES> 86650
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 1820058
<TOTAL-LIABILITY-AND-EQUITY> 1906708
<SALES> 0
<TOTAL-REVENUES> 365268
<CGS> 0
<TOTAL-COSTS> 39880
<OTHER-EXPENSES> 64181
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 272380
<INCOME-TAX> 0
<INCOME-CONTINUING> 272380
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 272380
<EPS-PRIMARY> 10.02
<EPS-DILUTED> 0.00
</TABLE>
