<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- ----- EXCHANGE ACT OF 1934
For the year ended December 31, 1999
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
- ----- SECURITIES EXCHANGE ACT OF 1934
For the transition period from to .
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Commission File Number 0-7798
FIRST WILKOW VENTURE, A LIMITED PARTNERSHIP
(Exact Name of Registrant as Specified in Its Charter)
Illinois 36-6169280
- ----------------------- ------------------------------------
(State of Organization) (I.R.S. Employer Identification No.)
180 North Michigan Avenue, Chicago, Illinois 60601
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(Address of Principal Executive Offices)
Registrant's Telephone Number, including area code: (312) 726-9622
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Securities Registered Pursuant to Section 12(h) of the Act: None
----
Securities Registered Pursuant to Section 12(g) of the Act:
Units of Partnership Interest, Exchange Value $100
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(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
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The Registrant's units of limited partnership interest are not traded in a
regulated market. The restrictions on the sale, transfer, assignment or pledge
of partnership units are described in the Agreement of Limited Partnership of
the Registrant.
<PAGE> 2
PART I
ITEM 1 - BUSINESS
ORGANIZATION
First Wilkow Venture (the "Registrant") is a limited partnership composed
of 406 limited partners and two general partners who are Marc R. Wilkow and
Clifton J. Wilkow.
Marc R. Wilkow and Clifton J. Wilkow have been engaged in real estate
activities for over 20 years as officers of M&J Wilkow, Ltd., a closely held
corporation, and certain affiliated companies which have been involved (through
their predecessors in interest) in the acquisition, sale, development, leasing,
operation, brokerage and management of real estate since 1939.
Marc R. Wilkow is also president and sole director and stockholder of the
law firm of Wilkow & Wilkow, P.C., which is the general counsel for the
Registrant.
All of the above entities, including the Registrant, have their principal
offices at 180 North Michigan Avenue in Chicago, Illinois 60601. M&J Wilkow,
Ltd. and its affiliated companies have a combined administrative staff of 46 and
ancillary clerical, office and maintenance staff of approximately 44.
The Registrant employs approximately five people who are management and
maintenance personnel in connection with the operation of certain wholly owned
properties.
DESCRIPTION OF BUSINESS
The Registrant owns outright or otherwise has participatory ownership
interests in real property for investment purposes. At December 31, 1999, there
are 28 properties in which the Registrant has interests, divided among
residential, commercial and industrial buildings, shopping centers, and
undeveloped land. Twenty-five of the properties are neither owned nor leased by
the Registrant directly, but are owned by the Registrant in participation with
other partnerships, some of which the Registrant has contracted for a priority
position with respect to the receipt of cash distributions. These properties
break down into the following categories: one is a residential project; fifteen
are shopping centers; five are office buildings; one is a real estate investment
trust; one is undeveloped land; and two are hotels.
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The remaining three properties are owned and operated by the Registrant.
Two are office buildings, and one is a shopping center.
CHANGES IN PROPERTIES
During the calendar year ended December 31, 1999, certain of the property
investments held by the Registrant underwent the changes described below:
(a) Purchases:
On September 29, 1999, the Registrant invested $300,000 to obtain a
23.72% interest in M&J/NCT Louisville LP, which has a 10% interest in CMJ/NCT
Louisville LLC. CMJ/NCT Louisville LLC is a 50% owner of NCT Louisville LLC,
which was formed to acquire National City Tower, a 712,533 square foot office
tower located in Louisville, Kentucky.
On September 29, 1999, the Registrant converted its loan receivable of
$1,226,000 to a 30.65% interest in Arlington LLC, which owns Annex of Arlington
Heights, a 153,873 square foot community center. In addition to the community
center, Arlington LLC owns 4.82 acres of contiguous land that will be used to
add 53,342 square feet of new retail space. Both the community center and the
land are located in Arlington Heights, Illinois. In addition, the Registrant
posted a letter of credit in the amount of $280,000 with the mortgagee as credit
enhancement in exchange for an additional 7% interest in Arlington LLC (see Page
10).
On September 29, 1999, M&J/Retail Limited Partnership invested a total
of $350,000 to obtain an 8.75% interest in Arlington LLC.
On October 22, 1999, the Registrant contributed its undivided interest
in the 209 West Jackson office building and $710,000 to obtain a 71% interest in
209 West Jackson LLC, which acquired title to the property.
(b) Sales:
On April 1, 1999, an outlot parcel on a property owned by M&J/Retail
Limited Partnership, Broadway Festival, consisting of 6,000 square feet was sold
for $550,000, resulting in a gain on sale of $26,391, classified as other
revenue on the consolidated statement of operations.
On April 6, 1999, a portion of a property owned by M&J/Retail Limited
Partnership, Diversey and Sheffield, consisting of 3,355 square feet was sold
for $620,000, resulting in a gain on sale of $199,205, classified as other
revenue on the consolidated statement of operations.
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On July 29, 1999, the property owned by the Registrant at 47th and
Halsted was sold for $3,300,000, resulting in a gain on sale of $2,762,292,
classified as other revenue on the consolidated statement of operations.
On September 17, 1999, the Registrant disposed of its interests in XXI
Office Plaza Associates, 21st M&J Venture and Orhow Associates for total
proceeds of $1,159,000, resulting in a net gain of $553,157, classified as
partnership investments' income on the consolidated statement of operations.
On December 1, 1999, the property owned by M&J/Retail Limited
Partnership, 111th and Western, was sold for $750,000, resulting in a gain on
sale of $94,413, classified as other revenue on the consolidated statement of
operations.
(c) Proposed Purchases and Sales:
None
(d) Declined Purchases:
None
COMPETITIVE POSITION
In general, none of the Registrant's properties are immune from the
pressures of competition. There are competing properties serving the
geographical areas in which each of the Registrant's properties are located. The
amount of revenue generated annually from these properties is very much
dependent upon national economic conditions generally and upon local economic
conditions specifically, among the latter of which are the availability and
demand for office space, commercial space and apartment units, as the case may
be. In general, the Registrant may incur substantial costs, from time to time,
at its commercial properties, in connection with either the renewal of existing
leases or the marketing of vacant space to new tenants. These costs may include
the costs of improving and upgrading space to be competitive, as well as the
payment of brokerage commissions.
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ITEM 2 - PROPERTIES
The Registrant has an ownership interest in the following properties as of
December 31, 1999:
PROPERTIES INVOLVING NET LEASES
47TH AND HALSTED, CHICAGO, ILLINOIS
This property is a 148,469 square foot commercial complex acquired in 1968.
On July 29, 1999, the property was sold to Fairplay, Inc. for net cash proceeds
of $3,192,169, resulting in a gain on sale of $2,762,292. On the same date,
notes payable in the amount of $1,455,000 and $600,000, which were secured by
the property, were paid off in full.
PROPERTIES INVOLVING PARTICIPATIONS
FIRST RON VENTURE (APOLLO APARTMENTS)
The Apollo Apartments consist of 256 units (128 one-bedroom and 128
two-bedroom) built on 10 acres of land on Britton Road in Oklahoma City,
Oklahoma. The project is owned by Apollo Associates, a limited partnership of
which First Ron Venture, a joint venture, owns 38%. The Registrant had a
one-third interest in First Ron Venture. The Registrant paid $260,000 for its
interest in May 1978. The limited partners are entitled to a cash flow priority
of 9% per annum. The Registrant also acquired 10 limited partnership units
(3.831% interest) in First Apollo Associates, which has a one-third interest in
First Ron Venture.
The property was acquired with a $2,150,000 first mortgage bearing interest
at 8-3/4% per annum. In December 1987, the mortgage was purchased by McKinley
Associates, an affiliate of the general partner of Apollo Associates. The old
mortgage was replaced with a $2,135,000 first mortgage bearing interest at 9.9%
per annum but payable on a current basis only to the extent of cash flow. Any
unpaid interest accrues and compounds at 13% per annum. In addition to minimum
interest, the lender is entitled to additional interest based upon generation of
cash flow and net sale and/or refinancing proceeds in excess of certain
specified levels.
The property was sold on February 25, 1999. The Registrant did not receive
any proceeds since the outstanding indebtedness on the property was in excess of
the sales price.
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DUKE REALTY LIMITED PARTNERSHIP
On December 2, 1994, the Registrant's interests in three partnerships were
redeemed for 50,251 partnership units in Duke Realty Limited Partnership, the
operating partnership ("UPREIT") of more than 100 properties. The UPREIT's sole
general partner is Duke-Weeks Realty Corporation (formerly Duke Realty
Investments, Inc.), a real estate investment trust ("REIT") listed on the New
York Stock Exchange. The partnership units in the UPREIT are convertible, on a
one-for-one basis, to shares of common stock to the REIT. As part of the
issuance of partnership units in the UPREIT, the REIT also completed an offering
to the public of 13,167,500 additional shares of common stock, which generated
proceeds of approximately $312.7 million.
The Registrant on April 15, 1997, converted 25,000 units in Duke Realty
Limited Partnership to 25,000 shares of common stock of Duke Realty Investments,
Inc. The stock was sold in two blocks of 12,500 shares on June 12, 1997, and
July 21, 1997, for total proceeds of $1,028,212, resulting in a gain of
$794,962.
On August 18, 1997, a 2-for-1 stock and unit split occurred, resulting in
an additional 25,251 units of Duke Realty Limited Partnership being issued to
the Registrant. The Registrant thus held 50,502 units in Duke Realty Limited
Partnership at December 31, 1999.
ROSEMONT 28 LIMITED PARTNERSHIP (UNIMPROVED LAND IN ORLANDO, FLORIDA)
In June 1985, the Registrant invested $275,000 to obtain a 22.92% interest
in Rosemont 28 Limited Partnership, which owns 11.25 acres of unimproved land
held for development in Orlando, Florida. Additional investments of $479,934
have been funded to cover the Registrant's pro rata share of the costs of
carrying the property and paying off the mortgage loan in full. Net cash flow
and residual proceeds are required to be distributed in accordance with the
partners' respective interests.
XXI OFFICE PLAZA ASSOCIATES (CENTURY XXI OFFICE BUILDING)
Century XXI Office Plaza is an office complex built in 1971-1973, which is
located in Germantown, Maryland, a suburb of Washington, D.C. The Registrant
owned a 13.907% limited partnership interest in XXI Office Plaza Associates, the
partnership that was formed to acquire the subject property. In addition, the
Registrant owned 50 units (an 8.28% interest) in 21st M&J Venture, which has a
16% interest in XXI Office Plaza Associates and 35 units (a 7.59% interest) in
Orhow Associates, which has a 12.2% interest in XXI
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Office Plaza Associates.
During September 1994, the Registrant made an unsecured loan for $27,814
representing the Registrant's share of the $200,000 in partner loans needed for
capital improvements. The loan was repaid on August 10, 1999.
On January 6, 1999, a repayment of the first mortgage occurred. The payment
of the outstanding balance of $1,902,315 along with a prepayment premium of
$19,023 and contingent interest of $611,855 was facilitated by a $2,585,875
capital call to the partners. The Registrant's share of that capital call was
$359,625.
On August 10, 1999, the Registrant received its share of the capital call.
On September 17, 1999, the Registrant received an additional $1,159,000 in
liquidation of its interest in XXI Office Plaza Associates, 21st M&J Venture and
Orhow Associates, resulting in a gain on the investment of $553,157.
M&J/GROVE LIMITED PARTNERSHIP (THE GROVE OFFICE PARK)
The Grove Office Park consists of three two-story office buildings lying on
six acres of land located in Wheaton, Illinois. The complex contains 105,454
square feet of prime office space with parking available for 343 cars.
Through December 31, 1995, the Registrant had invested a total of $931,000
to acquire 981 limited partnership units (a 23.08% interest) in M&J/Grove
Limited Partnership ("M&J/Grove"), the partnership that was formed to acquire
the subject property. In addition, the Registrant owns seven units (a 3.02%
interest) in Wilkow/Grove Partners Limited Partnership, which has a 5.87%
interest in M&J/Grove. As a Class A limited partner, the Registrant is entitled
to an 8% cumulative priority claim.
On July 1, 1996, the Registrant invested an additional $98,100 in M&J/Grove
in connection with the purchase of 981 Call Units, increasing its interest in
the investment to 28.03%. The Call Unit holders are entitled to a cumulative
cash flow priority of 12% per annum. Upon sale or refinancing, the Call Unit
holders will receive the first $367,500 of available net proceeds pro rata. Any
proceeds remaining thereafter will be split 25% to the holders of the Call Units
and 75% to the General and Class A Limited Partners. The proceeds of the
M&J/Grove capital call were primarily used for a mortgage debt restructuring of
the Grove Office Park. The original $8,000,000 mortgage was paid off at a
discounted amount of $5,600,000 and replaced with a new first mortgage loan in
the amount of $5,500,000, bearing interest at the fixed rate of 8.55% per annum
for five
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years. A limited guaranty of $1,562,500 was made by third parties on behalf of
M&J/Grove. The Registrant guaranteed $520,833, an amount which approximates its
ownership interest in M&J/Grove, exclusive of subordinated equity interests
which have no value. The property is also encumbered by unsecured debentures of
$1,000,000, which mature on May 1, 2001, and bear interest at 9% per annum,
payable quarterly.
L-C OFFICE PARTNERSHIP IV (DOVER FARMS APARTMENTS)
The Registrant holds a 74.69% interest in L-C Office Partnership IV, which,
through two investment partnerships, has a 53.9% effective interest in M&J/Dover
Limited Partnership, which owns Dover Farms Apartments, a 300 unfurnished one-
and two-bedroom apartment complex located on a hilly, landscaped setting in
North Royalton, Ohio. Each apartment has a washer and dryer, as well as either a
patio or a terrace. Many apartments also include fireplaces, dens and lofts. In
terms of common areas, the complex includes a clubhouse, pool and deck area,
Jacuzzi and racquetball court.
In addition, the Registrant owns limited partnership interests in the
partnerships scheduled below whose sole asset is an interest in Lake Cook Office
Development Building IV Limited Partnership, one of the investment partnerships
referred to above. The following is a recap of these interests:
<TABLE>
<CAPTION>
Owned by Ownership in
Registrant Lake Cook Development
-------------------------- ---------------------
Partnership # of Units % Interest % Interest
----------- ---------- ---------- ----------
<S> <C> <C> <C>
544 Arizona Associates 61 13.034% .384%
Fifth Arizona Associates 3 .667 .154
Fifth Orlando Associates 83 11.690 .243
First Orlando Associates 50 10.000 .157
Monterey Village Associates 45 5.625 .598
Seventh M&J Associates 35 8.274 .226
TOP Investors Limited Partnership 95 95.000 .688
</TABLE>
222 FEE ASSOCIATES
The Registrant owned a 3.18% interest (58 units) in 222 Fee Associates,
which held multiple partnership and debenture investments. This entity was
dissolved in 1999.
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5601 N. SHERIDAN ASSOCIATES
The Registrant owned a 13.04% interest (36 units) in 5601 N. Sheridan
Associates, which held multiple partnership and debenture investments. This
entity was dissolved in 1999.
FIRST CANDLEWICK ASSOCIATES
The Registrant owns an 11.96% interest (55 units) in First Candlewick
Associates, which holds multiple partnership and debenture investments.
SECOND WILKOW VENTURE
The Registrant owns a 4.89% interest (197 units) in Second Wilkow Venture,
which holds multiple partnership and debenture investments.
M&J/HOTEL INVESTORS LIMITED PARTNERSHIP
On October 8, 1997, the Registrant invested $200,000 to obtain a 14.81%
interest in M&J/Hotel Investors Limited Partnership, which owns a 164-room hotel
in Kissimmee, Florida. The property is located three miles from the main
entrance to Walt Disney World. At the time of purchase, the property was
operating as the EconoLodge Maingate Central Hotel, but immediately following
the closing, the property was converted to a Howard Johnson franchise.
M&J/MID OAK LIMITED PARTNERSHIP
On August 26, 1997, the Registrant invested $70,000 to obtain a 35%
interest in M&J/Mid Oak Limited Partnership, which has a 9% interest in Mid Oak
Plaza LLC, which owns Mid Oak Plaza Shopping Center located in Midlothian,
Illinois. The property contains 77,942 net rentable square feet of retail space.
There is an outparcel at the property consisting of 30,000 square feet, which is
occupied by White Castle pursuant to a ground lease. The tenant owns its own
building.
The property was acquired with a $4,558,000 mortgage bearing interest at
8.04% per annum. The term of the loan is seven years. Net cash flow and residual
proceeds are required to be distributed in accordance with the limited liability
company agreement.
M&J/EDEN PRAIRIE LIMITED PARTNERSHIP
On April 10, 1998, the Registrant invested $64,000 to obtain a 26.50%
ownership in M&J/Eden Prairie Limited Partnership, which has a 10% interest in
Eden Prairie LLC, which acquired a 70,689 square foot
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shopping center in Eden Prairie, Minnesota. On September 27, 1999, an additional
investment of $76,174 was made, increasing the Registrant's ownership to 43.10%.
The property was acquired with a $6,950,000 mortgage bearing interest at
7.2% per annum. The term of the loan is ten years.
M&J/NCT LOUISVILLE LP
On September 29, 1999, the Registrant invested $300,000 to obtain a 23.72%
interest in M&J/NCT Louisville LP, which has a 10% interest in CMJ/NCT
Louisville LLC. CMJ/NCT Louisville LLC is a 50% owner of NCT Louisville LLC,
which was formed to acquire National City Tower, a 712,533 square foot office
tower located in Louisville, Kentucky.
The property was acquired with a $45,775,000 note bearing interest at 7.43%
per annum and an additional note of $7,500,000 bearing interest at 7.66% per
annum. The term of each note is five years.
ARLINGTON LLC (ANNEX OF ARLINGTON HEIGHTS)
On September 29, 1999, the Registrant converted its loan receivable of
$1,226,000 to a 30.65% interest in Arlington LLC, which owns Annex of Arlington
Heights, a 153,873 square foot community center. In addition to the community
center, Arlington LLC owns 4.82 acres of contiguous land that will be used to
add 53,342 square feet of new retail space. Both the community center and the
land are located in Arlington Heights, Illinois.
In addition, the Registrant posted a letter of credit in the amount of
$280,000 with the mortgagee as credit enhancement in exchange for an additional
7% interest in Arlington LLC. (See Liquidity and Capital Resources.)
The property was acquired with an $11,616,888 mortgage bearing interest at
9.65% per annum. The term of the loan is three years.
M&J/Retail Limited Partnership also holds an 8.75% interest in Arlington
LLC (see Page 13).
PROPERTIES INVOLVING PROMISSORY NOTES
TANGO BAY SUITES, ORLANDO, FLORIDA
At December 31, 1999, the Registrant has a loan receivable in the principal
amount of $731,124 from Tango Bay Suites, a 158-unit all-suites hotel located on
Westwood Drive in Orlando, Florida.
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PROPERTIES OWNED AND OPERATED BY REGISTRANT OR CONSOLIDATED SUBSIDIARIES
180 NORTH MICHIGAN, CHICAGO, ILLINOIS
The leasehold estate to this commercial office building on Chicago's
prestigious Michigan Avenue was acquired in 1968 at a price of $6,550,000, of
which $5,250,000 comprised mortgage financing. The property was constructed in
1926 and completely renovated in 1967 at a cost in excess of $3,000,000, which
included changeover to fully automatic passenger elevators, redesigned interiors
and a marble exterior facade. In 1973, the Registrant acquired the fee simple
estate of 18,649 square feet of land for $1,600,000. In November 1986, the
leasehold and fee simple estates were merged and the property was refinanced.
In July 1998, the property was refinanced. The property is encumbered with
a first mortgage loan of $7,300,000 bearing interest at an annual rate of 7.13%.
The loan is to be amortized over a 30-year schedule, with a balloon payment of
the unpaid principal balance due on September 1, 2008.
M&J/RETAIL LIMITED PARTNERSHIP (NINE STRIP SHOPPING CENTERS)
The Registrant originally invested a total of $3,995,000 to obtain a 56.97%
interest in M&J/Retail Limited Partnership ("M&J/Retail"). The Registrant also
owns three limited partnership units (.75% interest) in Wilkow/Retail Partners
Limited Partnership, which has a 5.63% interest in M&J/Retail. On July 1, 1995,
the Registrant sold 300 Class A units of M&J/Retail for a total of $314,800,
resulting in a gain of $137,245 and reducing its ownership in this partnership
from 56.97% to 52.75%.
On July 28, 1995, M&J/Retail acquired a majority interest in Northlake
Tower Limited Partnership ("Tower") by contributing $1,112,677 of initial
capital. Additional contributions through December 31, 1999, of $116,837
increased the total capital investment to $1,229,514. Tower owns a 17.08% share
of BSRT/M&J Northlake Limited Partnership ("BSRT/M&J"), which purchased a
leasehold interest in the Northlake Tower Festival Shopping Center for
$16,989,000 on July 28, 1995. The purchase of this property was made subject to
a $10,350,000 first mortgage loan bearing interest only at the fixed rate of
8.5% per annum for ten years. On November 18, 1997, this loan was refinanced
with a first mortgage of $17,600,000 with principal and interest payments based
on a 30-year amortization and an interest rate of 7.64%. A portion of the
refinancing proceeds were used to make distributions to the partners of
BSRT/M&J, with M&J/Retail ultimately receiving
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a distribution of $1,166,745. The shopping center, consisting of 303,956 square
feet of improvements and five outlots, is located in Atlanta, Georgia.
On October 27, 1995, M&J/Retail invested a total of $297,000 to acquire a
46.41% interest in M&J/Crossroads Limited Partnership ("M&J/Crossroads").
M&J/Crossroads purchased a 330,505 square foot shopping center known as
Crossroads of Roseville for $19,250,000, subject to a $19,550,000 first mortgage
loan (which included a reserve for anticipated capital improvements). The center
is located on 19.9 acres of land in Roseville, Minnesota. As a result of a
refinancing of the first mortgage loan on December 31, 1997, M&J/Retail received
a distribution on January 10, 1998, of $501,065.
In 1998, M&J/Retail invested $415,000 to acquire a 70.90% investment in
M&J/Clarkfair Limited Partnership, which has a 9% interest in Clarkfair LLC.
Clarkfair LLC is the sole owner of two limited liability companies, namely
Marketfair North LLC and Shops at Clark's Pond LLC, which were formed to acquire
the following described properties:
Marketfair North - a 136,989 square foot shopping center in Clay,
New York
Shops at Clark's Pond - a 208,325 square foot shopping center in South
Portland, Maine
In addition to the above cash contributions, M&J/Retail has posted two
letters of credit totaling $500,000 as additional collateral with the mortgagee
of Marketfair North. These letters of credit, which expire on March 16, 2001,
renew automatically until the underlying obligations are satisfied. The general
partner of M&J/Clarkfair Limited Partnership has indemnified M&J/Retail for 10%,
or $50,000, of these letters of credit. In the event that the mortgagee is
entitled to liquidate the letters of credit, M&J/Retail will be required to fund
$450,000 of the obligation. At that time, M&J/Retail's interest in M&J/Clarkfair
Limited Partnership will increase from 64.95% to 82.74%.
On April 30, 1998, three properties owned by M&J/Retail (Archer and
Central, Irving and Kimball and Melrose and Kimball) had their mortgages
refinanced. By virtue of these refinancings, the aggregate annual debt service
was reduced from $475,464 to $391,101.
On July 8, 1998, a property owned by M&J/Retail, the Harlem and North
shopping center in Oak Park, Illinois, was refinanced. The existing mortgage
loan of $2,104,641 was paid off, resulting in net refinancing proceeds of
$440,500.
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On September 8, 1998, a property owned by M&J/Retail, Oak Lawn Promenade
shopping center in Oak Lawn, Illinois, was refinanced. The existing mortgage
loan of $2,542,752 was paid off, resulting in net refinancing proceeds of
$31,675.
On March 31, 1999, a property owned by M&J/Retail, Diversey and Sheffield,
was refinanced. The principal amount of the new first mortgage is $1,300,000
bearing interest at an annual rate of 7.95%. The loan is to be amortized over a
25-year schedule, with a balloon payment of the unpaid principal balance on May
1, 2009.
On April 1, 1999, an outlot parcel on a property owned by M&J/Retail,
Broadway Festival, consisting of 6,000 square feet was sold for a net gain on
sale of $26,391.
On April 1, 1999, a property owned by M&J/Retail, 111th and Western, paid
off its existing mortgage of $545,823. This property was subsequently sold on
December 1, 1999, for a gain on sale of $94,413.
On April 6, 1999, a portion of a property owned by M&J/Retail, Diversey and
Sheffield, consisting of 3,355 square feet was sold for a net gain on sale of
$199,205.
On April 14, 1999, a property owned by M&J/Retail, Oak Lawn Square shopping
center in Oak Lawn, Illinois, was refinanced. The principal of the new first
mortgage loan is $900,000 bearing interest at an annual rate of 8.03%. The loan
is to be amortized over a 25-year schedule, with a balloon payment of the unpaid
principal balance on May 1, 2009. The existing mortgage of $683,821 was paid
off, resulting in net refinancing proceeds of $185,425.
On September 29, 1999, M&J/Retail invested a total of $350,000 to obtain an
8.75% interest in Arlington LLC, which owns Annex of Arlington Heights, a
153,873 square foot community center. In addition to the community center,
Arlington LLC owns 4.82 acres of contiguous land that will be used to add 53,342
square feet of new retail space. Both the community center and the land are
located in Arlington Heights, Illinois.
The property was acquired with an $11,616,888 mortgage bearing interest at
9.65% per annum. The term of the loan is three years.
The Registrant also holds a 37.65% interest in Arlington LLC (see Page 10).
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A summary of the properties in which M&J/Retail owns a majority interest is
as follows:
<TABLE>
<CAPTION>
Net Area Original
Rentable Land First Interest Mortgage
Property (Square Feet) (Acres) Mortgage Rate Maturity
- -------- ------------- ------- ----------- -------- --------
<S> <C> <C> <C> <C> <C>
Harlem and North 22,775 1.00 $ 2,550,000 7.27% 07/01/08
Diversey and Sheffield 13,192 .75 1,300,000 7.95% 05/01/09
Oak Lawn Promenade 32,576 1.95 2,790,000 7.25% 09/01/08
Oak Lawn Square 9,746 .67 900,000 8.03% 05/01/09
Broadway Festival 27,384 1.44 2,750,000 8.20% 07/31/00
Irving and Kimball 14,062 .55 1,325,000 7.58% 04/30/08
Melrose and Kimball 9,653 .36 991,000 7.58% 04/30/08
Archer and Central 29,426 1.49 2,350,000 7.42% 04/30/08
Evergreen Commons 8,981 .41 530,000 7.88% 04/30/04
--------- ------ ----------
167,795 8.62 $15,486,000
========= ====== ===========
</TABLE>
The Registrant is entitled to a cumulative cash flow priority in the amount
of 9% per annum on its investment.
M&J/SHERIDAN LIMITED PARTNERSHIP (HIGHLAND PARK PROFESSIONAL BUILDING)
In April 1988, the Registrant invested $2,500,000 to obtain an 89.286%
interest in M&J/Sheridan Limited Partnership, which owns a 22,523 square foot
office building located at 1893 Sheridan Road in Highland Park, Illinois. The
property is a three-story building situated on a quarter acre of land. On
October 10, 1990, the property was encumbered with a $1,600,000 first mortgage
loan bearing interest at the rate of 10.25% per annum which matured on October
1, 1996. On September 30, 1996, M&J/Sheridan Limited Partnership paid off the
existing mortgage loan and refinanced the property. The term of the new loan,
with a principal amount of $1,425,000, is five years. Debt service reflects an
interest rate of 8.88% per annum and amortization based on 20 years.
NAPERVILLE OFFICE COURT, NAPERVILLE, ILLINOIS
In August 1986, pursuant to the terms of an exchange agreement, the
Registrant acquired the Naperville Office Court for $4,830,000. On April 6,
1988, the Registrant procured a $3,000,000 first mortgage loan on the property
which bears interest at the rate of 9.75% per annum and was due in May 1998.
During 1993, the Registrant exercised an option to adjust the interest rate to
8.875%.
14
<PAGE> 15
On June 8, 1998, the property was refinanced. The principal amount of the
new first mortgage loan is $4,500,000 bearing interest at an annual rate of
7.13%. The loan is to be amortized over a 30-year schedule, with a balloon
payment of the unpaid principal balance due on August 1, 2008. The existing
mortgage loan of $2,690,185 was paid off, resulting in net refinancing proceeds
of $1,642,123.
Naperville Office Court is located at 1801 - 1813 Mill Street in
Naperville, Illinois. Consisting of four single-story office buildings, the
property rests on 5.5 acres, contains 66,405 net rentable square feet and
provides parking space for 300 automobiles.
WATERFALL PLAZA, ORLAND PARK, ILLINOIS
In March 1993, the Registrant acquired 100% ownership in the Waterfall
Plaza in exchange for its interest in the 2101 Commercial Office Building.
The project is subject to a $2,268,444 first mortgage loan with interest at
9.65% per annum that is due in April 2002. On July 15, 1999, Waterfall Plaza
made a $200,000 principal payment on the first mortgage loan. The lender then
converted an additional $200,000 of Waterfall Plaza's debt to junior status,
thereby creating a $1,868,448 senior note and a $200,000 subordinated note. The
subordinated note bears interest at a rate of 9% and does not require interest
payments, while the senior note remains at 9.65% with a pay rate of 8.25%.
Unpaid interest added to principal for December 31, 1999, is $13,845.
Waterfall Plaza is a retail center located in Orland Park, Illinois.
Consisting of one single-story building, the property rests on 1.5 acres and
contains 21,893 net rentable square feet.
209 WEST JACKSON, CHICAGO, ILLINOIS
On August 24, 1995, the Registrant acquired a 59.44% undivided interest in
209 West Jackson, a 142,996 square foot office building located in downtown
Chicago, in exchange for its 57.67% undivided interest in Tango Bay Suites. As
part of this transaction, Tango Bay Suites remains liable to the Registrant for
loans advanced to fund operating deficits. The 209 West Jackson building was
subject to a first mortgage of $10,000,000 and an additional $5,661,000 note
secured by the first mortgage, both interest only at General Electric Capital
Corporation's commercial paper rate plus 3.25% per annum.
15
<PAGE> 16
On October 22, 1999, both the ownership and the debt were restructured. The
Registrant and its tenants in common rolled up their interests into a new
limited liability company, 209 West Jackson LLC. In addition to the interest,
each cotenant was responsible for a capital infusion, of which the Registrant's
share was $710,000, to obtain a 71% interest in the newly formed 209 West
Jackson LLC. The Registrant is also responsible for additional equity
contributions of $852,000, payable in three equal installments on the
anniversary date of the closing. In addition, the Registrant made a loan of
$2,100,000 to 209 West Jackson LLC. Through a partial paydown of the principal
balance and approximately $5,000,000 of debt forgiveness by the property's
lender, General Electric Capital Corporation, the property's debt was reduced to
$10,000,000 and separated into two notes. The first note is for $8,600,000, and
the second note, a line of credit, is for $1,400,000. No funds have been drawn
on the second note as of December 31, 1999. The first note matures on October
15, 2004, and bears interest at 8.95% per annum, payable monthly.
16
<PAGE> 17
ITEM 3 - LEGAL PROCEEDINGS
Legal proceedings pending involve either suits which have been instituted
by the Registrant or its agents against tenants who are in default of their
lease obligations or the defense of alleged personal injury claims incidental to
the operation of properties accessible to the general public. All of the
personal injury claims are covered by insurance. It is not anticipated that the
outcome of any of these proceedings, if unfavorable to the Registrant, will have
a materially adverse impact on the Registrant.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
17
<PAGE> 18
PART II
ITEM 5 - MARKET FOR REGISTRANT'S CAPITAL UNITS AND RELATED SECURITY HOLDER
MATTERS
The number of holders of record of equity securities of the Registrant as
of December 31, 1999, was approximately:
Title of Class Number of Record Holders
-------------- ------------------------
Unit of Limited Partnership Interest 406
The Registrant's units of limited partnership interest are not actively
traded in a regulated market. The restrictions on the sale, transfer, assignment
or pledge of partnership units are described in the Agreement of Limited
Partnership of the Registrant as amended.
18
<PAGE> 19
ITEM 6 - SELECTED FINANCIAL DATA
December 31,
----------------------------------------------
1999 1998 1997 1996
--------- ---------- --------- ---------
OPERATING RESULTS
(IN THOUSANDS)
Total Revenue $ 14,273 $ 11,420 $ 9,516 $ 9,874
Net Income (Loss)* $ 4,477 $ 1,920 $ 1,136 $ (99)
PARTNERSHIP UNIT DATA
(PER PARTNERSHIP UNIT)
Net Income (Loss):
General Partner* $ 26.19 $ 11.23 $ 6.42 $ (.55)
Limited Partner* 26.19 11.23 6.42 (.55)
Cash Distributions Paid:
General Partner $ 3.35 $ 4.30 $ 2.75 $ -
Limited Partner 3.35 4.30 2.75 -
* Includes gain (loss) on sale of real estate properties
December 31,
----------------------------------------------
1999 1998 1997 1996
--------- ---------- --------- -------
FINANCIAL POSITION DATA
Total Assets (In thousands) $ 58,423 $ 48,781 $ 45,385 $ 45,595
Net Book Value Per Unit $ 83.09 $ 60.25 $ 53.31 $ 49.12
19
<PAGE> 20
ITEM 7 - MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS - 1999 COMPARED TO 1998
For the year ended December 31, 1999, income from partnerships was $781,850
compared to $518,297 for the comparative period of 1998. The increase in 1999 is
primarily due to gains on the disposition of 21st M&J Venture, Orhow Associates
and XXI Office Plaza Associates.
For the year ended December 31, 1999, the Registrant loaned to investment
partnerships in which it has substantial equity interests the following amounts:
<TABLE>
<CAPTION>
Advances Collections Write-offs Total Loan
Year Ended Year Ended Year Ended Balance at
December 31, December 31, December 31, December 31,
1999 1999 1999 1999
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Arlington LLC $ 643,280 $ 1,644,398 $ - $ -
XXI Office Plaza Associates - 27,815 - -
M&J/NCT Louisville LP 1,150,000 1,150,000 - -
Orhow Associates 315,785 315,785 - -
Cenbuil Venture 274,000 274,000 - -
21st M&J Venture 413,740 413,740 - -
</TABLE>
The Registrant made a distribution to its partners this year as follows:
Date Amount Per Unit
---- ------ --------
January 10 $ 59,820 $ 0.35
April 10 341,832 2.00
July 10 85,458 0.50
October 5 85,459 0.50
On January 6, 1999, loans were made to Orhow Associates, Cenbuil Venture and
21st M&J Venture in the amounts of $315,785, $274,000 and $413,740,
respectively. On September 13, 1999, the loans were repaid plus interest of
$18,710, $16,235 and $24,514, respectively.
On January 6, 1999, the Registrant made an additional investment in XXI Office
Plaza Associates in the amount of $359,625 which was returned on September 17,
1999. On April 9 and July 12, 1999, the Registrant received a 9% return on this
investment equal to $5,394 and $8,092, respectively.
On February 10 and March 31, 1999, additional loans were made to Arlington LLC
for the purchase of land parcels in the amount of $365,107 and $178,175,
respectively. On April 2, 1999, a loan receivable from Arlington LLC was paid
down by $89,487. On May 3, 1999, an additional loan was made to Arlington LLC
for the purchase of land parcels in the amount of $100,000. On September 29,
1999, the loan to Arlington LLC of $1,554,911 was repaid and an equity
investment was made for $1,226,000.
On March 31, 1999, the mortgage debt encumbering a property owned by M&J/Retail
Limited Partnership, Diversey and Sheffield, in the amount of $1,805,685 was
paid in full. A new first mortgage loan of $1,300,000 bearing an annual interest
rate of 7.95% was provided by Column Financial on April 12, 1999.
20
<PAGE> 21
On April 1, 1999, an outlot parcel on a property owned by M&J/Retail Limited
Partnership, Broadway Festival, consisting of 6,000 square feet was sold for a
net gain on sale of $26,391, classified as other revenue on the consolidated
statement of operations. The mortgage debt encumbering another property owned by
M&J/Retail Limited Partnership, 111th and Western, in the amount of $545,823 was
paid in full on April 1, 1999.
On April 6, 1999, a portion of a property owned by M&J/Retail Limited
Partnership, Diversey and Sheffield, consisting of 3,355 square feet was sold
for a net gain on sale of $199,205, classified as other revenue on the
consolidated statement of operations.
On April 14, 1999, a property owned by M&J/Retail Limited Partnership, Oak Lawn
Square shopping center in Oak Lawn, Illinois, was refinanced with Banc One
Mortgage. The principal of the new first mortgage loan is $900,000 bearing
interest at an annual rate of 8.03%. The existing mortgage loan of $683,821 was
paid off, resulting in net refinancing proceeds of $185,425.
On June 29, 1999, a loan was made to M&J/NCT Louisville LP in the amount of
$1,150,000 for the purchase of a 40-story, 723,300 square foot Class A office
building located in Louisville, Kentucky. On September 29, 1999, the loan of
$1,150,000 was repaid and an equity investment was made in M&J/NCT Louisville LP
for $300,000.
On July 29, 1999, the property owned by the Registrant at 47th and Halsted was
sold for net cash proceeds of $3,192,169, resulting in a gain on sale of
$2,762,292, classified as other revenue on the consolidated statement of
operations. On the same date, the notes payable in the amount of $1,455,000 and
$600,000 were paid off in full.
On September 17, 1999, the investments in 21st M&J Venture and Orhow Associates
were returned in the amount of $95,000 and $66,500, respectively, resulting in a
loss on investment of $4,900 and $3,500, respectively.
On September 17, 1999, the Registrant disposed of its interest in XXI Office
Plaza Associates for $997,500, resulting in a gain on investment of $561,557,
which is classified as partnership investments' income on the consolidated
statement of operations.
On September 29, 1999, the Registrant invested $300,000 to obtain a 23.72%
interest in M&J/NCT Louisville LP, which has a 10% interest in CMJ/NCT
Louisville LLC. CMJ/NCT Louisville LLC is a 50% owner of NCT Louisville LLC,
which was formed to acquire National City Tower, a 712,533 square foot office
tower located in Louisville, Kentucky.
On September 29, 1999, the Registrant converted its loan receivable of
$1,226,000 to a 30.65% interest in Arlington LLC, which owns Annex of Arlington
Heights, a 153,873 square foot community center. In addition to the community
center, Arlington LLC owns 4.82 acres of contiguous land that will be used to
add 53,342 square feet of new retail space. Both the community center and the
land are located in Arlington Heights, Illinois.
On September 29, 1999, M&J/Retail Limited Partnership invested a total of
$350,000 to obtain an 8.75% interest in Arlington LLC.
On October 22, 1999, the Registrant contributed its undivided interest in the
209 West Jackson office building and $710,000 to obtain a 71% interest in 209
West Jackson LLC.
On December 1, 1999, the property owned by M&J/Retail Limited Partnership, 111th
and Western, was sold for net cash proceeds of $741,000, resulting in a gain on
sale of $94,413, classified as other revenue on the consolidated statement of
operations.
21
<PAGE> 22
RESULTS OF OPERATIONS - 1998 COMPARED TO 1997
For the year ended December 31, 1998, income from partnerships was $518,297
compared to $1,823,711 for the comparative period of 1997. The decrease in 1998
is primarily due to the gain on the sale of Duke Realty Limited Partnership
units and the income generated by the Northlake Tower Limited Partnership
refinancing. Both events occurred in 1997.
For the year ended December 31, 1998, the Registrant loaned to investment
partnerships in which it has substantial equity interests the following amounts:
<TABLE>
<CAPTION>
Advances Collections Write-offs Total Loan
Year Ended Year Ended Year Ended Balance at
December 31, December 31, December 31, December 31,
1998 1998 1998 1998
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Arlington LLC $ 1,001,118 $ - $ - $ 1,001,118
Northlake Tower Corporation - 4,033 - -
</TABLE>
On January 10, 1998, the Registrant made a distribution in the amount of
$42,729, or $.25 per unit.
On April 8, 1998, M&J/Retail Limited Partnership acquired a 64.95% investment in
M&J/Clarkfair Limited Partnership, which has a 9% interest in Clarkfair LLC.
Clarkfair LLC is the sole owner of two limited liability companies, namely
Marketfair North LLC and Shops at Clark's Pond LLC, which were formed to acquire
the following described properties:
Marketfair North - a 136,989 square foot shopping center in Clay,
New York
Shops at Clark's Pond - a 208,325 square foot shopping center in South
Portland, Maine
M&J/Retail Limited Partnership's interest is based on a capital contribution of
$415,000 funded as follows:
As of March 31, 1998 $ 75,000
At the April 8, 1998, closing 84,928
May 13, 1998, funding 155,072
November 24, 1998, funding 100,000
-----------
Total Initial Capital $ 415,000
===========
In addition to the above cash contributions, M&J/Retail Limited Partnership has
posted two letters of credit totaling $500,000 as additional collateral with the
mortgagee of Marketfair North. These letters of credit, which expire on March
16, 1999, renew automatically until the underlying obligations are satisfied.
The general partner of M&J/Clarkfair Limited Partnership has indemnified
M&J/Retail Limited Partnership for 10%, or $50,000, of these letters of credit.
In the event that the mortgagee is entitled to liquidate the letters of credit,
M&J/Retail Limited Partnership will be required to fund $450,000 of the
obligation. At that time, M&J/Retail Limited Partnership's interest in
M&J/Clarkfair Limited Partnership will increase from 64.95% to 82.74%.
On April 10, 1998, the Registrant made a distribution in the amount of $230,737,
or $1.35 per unit.
On April 10, 1998, the Registrant invested $64,000 to obtain a 26.44% ownership
in M&J/Eden Prairie Limited Partnership, which has a 10% interest in Eden
Prairie LLC, which acquired a 70,689 square foot shopping center in Eden
Prairie, Minnesota.
On April 30, 1998, three properties owned by M&J/Retail Limited Partnership
(Archer and Central, Irving and Kimball, and Melrose and Kimball) had their
mortgages refinanced. The principal terms of the three loans are as follows:
22
<PAGE> 23
<TABLE>
<CAPTION>
Principal Annual Amortization
Property Amount Interest Rate Schedule Maturity
-------- --------- ------------- ------------ --------
<S> <C> <C> <C> <C>
Archer and Central $ 2,350,000 7.40% 30 years 4/30/08
Irving and Kimball 1,325,000 7.58 30 years 4/30/08
Melrose and Kimball 991,000 7.58 30 years 4/30/08
</TABLE>
The existing mortgages in the amounts of $1,997,870, $1,316,725 and $1,135,099,
respectively, were paid off, resulting in net refinancing proceeds of $54,621.
By virtue of these refinancings, the aggregate annual debt service will be
reduced from $475,464 to $391,488.
On May 22, 1998, the Registrant made a loan of $125,175 to Arlington LLC. On
July 8, 1998, August 11, 1998, September 1, 1998, October 8, 1998, and December
21, 1998, loans in the amount of $375,179, $14,800, $314,650, $20,626 and
$150,688, respectively, were made, for a total loan receivable of $1,001,118.
The loan proceeds were used to facilitate the purchase of contiguous land
parcels adjacent to a shopping center in Arlington Heights, Illinois. Once the
required land is assembled, the shopping center will be expanded and
redeveloped, and the Registrant's loan will be converted to an equity position.
On June 8, 1998, a property owned by the Registrant, Naperville Office Court in
Naperville, Illinois, was refinanced with Column Financial. The principal amount
of the new first mortgage loan is $4,500,000 bearing interest at an annual rate
of 7.13%. The loan is to be amortized over a 30-year schedule, with a balloon
payment of the unpaid principal balance due on August 1, 2008. The existing
mortgage loan of $2,690,185 was paid off, resulting in net refinancing proceeds
of $1,642,123.
On June 26, 1998, the Registrant made a distribution in the amount of $401,652,
or $2.35 per unit.
On July 6, 1998, the property owned by the Registrant at 23 East Flagler Street
in Miami, Florida, was sold to G.S. Holding Company of South Florida for net
cash proceeds of $1,683,282, resulting in a gain on sale of $1,363,651,
classified as other income on the consolidated statement of operations.
On July 8, 1998, a property owned by M&J/Retail Limited Partnership, the Harlem
and North shopping center in Oak Park, Illinois, was refinanced. The principal
amount of the new first mortgage loan is $2,550,000 bearing interest at an
annual rate of 7.27%. The loan is to be amortized over a 30-year schedule, with
a balloon payment of the unpaid principal balance on July 1, 2008. The existing
mortgage loan of $2,104,641 was paid off, resulting in net refinancing proceeds
of $440,500.
On July 30, 1998, a property owned by the Registrant at 180 North Michigan
Avenue, Chicago, Illinois, was refinanced. The principal amount of the new first
mortgage loan is $7,300,000 bearing interest at an annual rate of 7.13%. The
loan is to be amortized over a 30-year schedule, with a balloon payment of the
unpaid principal balance due on September 1, 2008. The existing mortgage loan of
$6,733,888 was paid off, resulting in net refinancing proceeds of approximately
$400,000.
On September 8, 1998, a property owned by M&J/Retail Limited Partnership, Oak
Lawn Promenade shopping center in Oak Lawn, Illinois, was refinanced. The
principal of the new first mortgage loan is $2,790,000 bearing interest at an
annual rate of 7.25%. The loan is to be amortized over a 30-year schedule, with
a balloon payment of the unpaid principal balance on October 1, 2008. The
existing mortgage loan of $2,542,752 was paid off, resulting in net refinancing
proceeds of $31,675.
On October 10, 1998, the Registrant paid off a loan payable to a general partner
and certain limited partners in the principal amount of $410,000 and $8,784 in
accrued interest.
On October 10, 1998, the Registrant made a distribution in the amount of
$59,821, or $.35 per unit.
23
<PAGE> 24
RESULTS OF OPERATIONS - 1997 COMPARED TO 1996
For the year ended December 31, 1997, income from partnerships was $1,823,771
compared to $136,843 for the comparative period of 1996. The increase in 1997 is
primarily due to gains on the disposition of M&J/Largo Limited Partnership and
Duke Realty Investments, Inc. and income recognized on the distribution from
Northlake Tower Limited Partnership.
For the year ended December 31, 1997, the Registrant loaned to investment
partnerships in which it has substantial equity interests the following amounts:
<TABLE>
<CAPTION>
Advances Collections Write-offs Total Loan
Year Ended Year Ended Year Ended Balance at
December 31, December 31, December 31, December 31,
1997 1997 1997 1997
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Hawdel Limited Partnership I
and III $ - $ 295,161 $ - $ -
Northlake Tower Corporation 2,976 82,155 - 4,033
</TABLE>
The Northlake Tower Corporation unsecured promissory note bears interest at
prime and is due on demand.
On January 10, 1997, the Registrant made a distribution in the amount of
$357,944, or $2 per unit.
On January 16, 1997, the property known as 2221 Camden Court Office Building was
sold for $11,750,000, resulting in repayment of Registrant loans and an equity
distribution of $690,360 to the Registrant. A provision for loss in book value
of $154,000, equal to the estimated loss to the Registrant on the disposition of
the investment, was recognized in 1996.
On February 12, 1997, Sun Pointe Place Limited Partnership sold a 140-unit
apartment complex it developed and owned in Largo, Florida, for $2,600,000.
M&J/Largo Limited Partnership, which owns a 91.12% interest, exercised its
option to withdraw as a limited partner of Sun Pointe Place Limited Partnership
simultaneously with the sale of the property, entitling it to all the available
sale proceeds. The Registrant received an equity distribution from M&J/Largo
Limited Partnership of $615,384. A gain of $40,157 was recognized as a result of
the equity distribution for the disposition of the investment and included in
net income from partnership investments.
On April 10, 1997, the Registrant made a distribution in the amount of $44,743,
or $.25 per unit.
The Registrant on April 15, 1997, converted 25,000 units in Duke Realty Limited
Partnership to 25,000 shares of common stock of Duke Realty Investments, Inc.
On June 12, 1997, the Registrant sold 12,500 shares of Duke Realty Investments,
Inc. for $500,044. This transaction resulted in a gain of $383,419, which was
included in net income from partnership investments.
24
<PAGE> 25
On July 10, 1997, the Registrant made a distribution in the amount of $44,743,
or $.25 per unit.
On July 21, 1997, the Registrant sold an additional 12,500 shares of Duke Realty
Investments, Inc. for $528,168. This transaction resulted in a gain of $411,543,
which was included in net income from partnership investments.
On August 26, 1997, the Registrant invested $70,000 to obtain a 35% interest in
M&J/Mid Oak Limited Partnership, which has a 9% interest in Mid Oak Plaza LLC,
which acquired a 77,942 square foot shopping center in Midlothian, Illinois.
On September 26, 1997, the Registrant invested $175,097 to maintain its 74.69%
interest in L-C Office Partnership IV.
On October 8, 1997, the Registrant invested $200,000 in M&J/Hotel Investors
Limited Partnership, which acquired a 164-room hotel in the greater Orlando
area, three miles from the main entrance at Walt Disney World.
On October 10, 1997, 8,056 limited partnership units owned by 52 partners (out
of a total of 470 partners) were redeemed as of October 1, 1997, at the
redemption rate of $40 per unit. The redemption price paid by the Registrant was
$322,240. As a result of the redemption, there are now 170,916 units outstanding
owned by 418 partners. Also on this date, the Registrant made a distribution in
the amount of $44,743, or $.25 per unit, based on 178,972 units outstanding at
September 30, 1997.
On November 11, 1997, M&J/Retail received $1,166,745 from Northlake Tower
Limited Partnership relating to Northlake's refinancing.
25
<PAGE> 26
LIQUIDITY AND CAPITAL RESOURCES
On January 20, 1995, the Registrant entered into a revolving credit
facility with the LaSalle National Bank. The facility, due August 31, 2000, pays
interest at the prime rate. Maximum borrowings under the facility agreement are
the lesser of $675,000 or 80% of the fair market value of the Registrant's
investment in Duke Realty Limited Partnership (see Item 2). Borrowings under the
facility agreement are secured by the partnership units of Duke Realty Limited
Partnership owned by the Registrant.
As of December 31, 1999, the amounts outstanding under this facility are as
follows:
Cash borrowings $ -
Letters of credit:
Waterfall Plaza/GE Capital
(expires 8/31/00) 80,000
Annex of Arlington Heights/City of
Arlington Heights (expires 8/31/00) 115,000
Annex of Arlington Heights/GE Capital
(expires 8/31/00) 280,000
----------
Total Outstanding Amounts $ 475,000
==========
The liquid assets of the Registrant decreased as of December 31, 1999, when
compared to December 31, 1998, due to the purchase of interest in 209 West
Jackson LLC.
The general partners currently believe that the amount of working capital
reserves, when considered with the Registrant's projected cash flows from
operations in 2000 and borrowings under the revolving credit facility, will be
sufficient to cover any normal cash or liquidity requirements which may be
reasonably foreseen.
26
<PAGE> 27
ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
----
Independent Auditor's Report 28
First Wilkow Venture:
Consolidated Balance Sheet, December 31, 1999 and 1998 29
Consolidated Statement of Operations,
Years Ended December 31, 1999, 1998 and 1997 30
Consolidated Statement of Partners' Capital,
Years Ended December 31, 1999, 1998 and 1997 31
Consolidated Statement of Cash Flows,
Years Ended December 31, 1999, 1998 and 1997 32
Notes to Consolidated Financial Statements,
December 31, 1999, 1998 and 1997 34
27
<PAGE> 28
INDEPENDENT AUDITOR'S REPORT
To the Partners
First Wilkow Venture
We have audited the consolidated financial statements of First Wilkow Venture
(the "Partnership") listed in the index to the consolidated financial statements
set forth on Page 27. Our audits also included the financial statement schedules
listed in the index at Item 14 on Page 62. These consolidated financial
statements and financial statement schedules are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of First Wilkow Venture
and its subsidiaries as of December 31, 1999 and 1998, and the results of their
operations, changes in partners' capital and cash flows for the years ended
December 31, 1999, 1998 and 1997, in conformity with generally accepted
accounting principles.
Also, in our opinion, such financial statement schedules, when considered in
relation to the basic consolidated financial statements taken as a whole,
present fairly, in all material respects, the information set forth therein.
PHILIP ROOTBERG & COMPANY, LLP
Chicago, Illinois
February 22, 2000
28
<PAGE> 29
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
DECEMBER 31, 1999 1998
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
REAL ESTATE AND INVESTMENTS IN
REAL ESTATE PARTNERSHIPS
Real estate:
Land $ 6,549,546 $ 5,998,791
Buildings and improvements 54,898,422 46,755,663
Fixtures and equipment 113,105 113,106
-------------- ---------------
Total 61,561,073 52,867,560
Less accumulated depreciation 17,429,429 18,462,083
-------------- ---------------
Net Real Estate 44,131,644 34,405,477
Investments in real estate partnerships 5,311,479 3,960,550
-------------- ---------------
Total 49,443,123 38,366,027
-------------- ---------------
LOANS RECEIVABLE 818,087 1,847,019
-------------- ---------------
OTHER ASSETS
Cash 134,846 274,406
Short-term cash investments 3,905,000 4,825,000
Certificates of deposit - restricted 250,000 250,000
Accounts receivable 927,730 825,457
Prepaid expenses 6,306 3,837
Deposits 1,463,045 1,050,525
Deferred charges 1,474,504 1,339,072
-------------- ---------------
Total 8,161,431 8,568,297
-------------- ---------------
TOTAL ASSETS $ 58,422,641 $ 48,781,343
============== ===============
LIABILITIES AND PARTNERS' CAPITAL
MORTGAGES AND LOANS PAYABLE
Mortgages payable $ 38,244,272 $ 33,123,310
Loans payable 11,027 11,027
-------------- ---------------
Total 38,255,299 33,134,337
-------------- ---------------
OTHER LIABILITIES
Accounts payable and accrued expenses 243,444 120,911
Accrued property taxes 2,569,229 2,353,683
Deferred state income taxes 200,000 200,000
Security deposits and prepaid rent 776,696 925,340
Accrued interest 31,555 34,500
-------------- ---------------
Total 3,820,924 3,634,434
-------------- ---------------
MINORITY INTEREST 2,144,797 1,715,413
-------------- ---------------
PARTNERS' CAPITAL (170,916 units authorized
and issued) 14,201,621 10,297,159
-------------- ---------------
TOTAL LIABILITIES AND PARTNERS' CAPITAL $ 58,422,641 $ 48,781,343
============== ===============
</TABLE>
See accompanying notes to consolidated financial statements 29
<PAGE> 30
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
CONSOLIDATED STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
YEARS ENDED DECEMBER 31, 1999 1998 1997
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
REVENUE
Rental $ 10,756,741 $ 9,652,147 $ 9,200,711
Interest 368,835 372,634 223,582
Other 3,147,151 1,395,420 91,896
------------- -------------- -------------
Total 14,272,727 11,420,201 9,516,189
------------- -------------- -------------
PARTNERSHIP INVESTMENTS' INCOME
Share of net income 781,850 518,297 1,823,771
------------- -------------- -------------
EXPENSES
Operating 3,488,690 3,206,210 2,920,960
Real estate taxes 2,267,021 2,266,448 2,441,588
Depreciation and amortization 1,809,208 1,830,312 1,753,085
Interest 2,600,715 2,426,794 2,626,037
General and administrative 100,323 107,735 115,926
------------- -------------- -------------
Total 10,265,957 9,837,499 9,857,596
------------- -------------- -------------
INCOME FROM OPERATIONS 4,788,620 2,100,999 1,482,364
MINORITY INTEREST IN SUBSIDIARIES' NET LOSS (311,589) (181,161) (346,203)
------------- -------------- -------------
NET INCOME $ 4,477,031 $ 1,919,838 $ 1,136,161
============= ============== =============
UNITS - AUTHORIZED AND ISSUED
General Partner 7,650 7,650 7,550
Limited Partner 163,266 163,266 163,366
NET INCOME PER UNIT
General Partner $ 26.19 $ 11.23 $ 6.42
Limited Partner 26.19 11.23 6.42
BOOK VALUE OF A UNIT
General Partner $ 83.09 $ 60.25 $ 53.31
Limited Partner 83.09 60.25 53.31
CASH DISTRIBUTIONS PAID
General Partner $ 3.35 $ 4.30 $ 2.75
Limited Partner 3.35 4.30 2.75
</TABLE>
See accompanying notes to consolidated financial statements 30
<PAGE> 31
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
GENERAL LIMITED
PARTNERS PARTNERS TOTAL
------------- -------------- -------------
BALANCE - DECEMBER 31, 1996 $ 355,628 $ 8,434,884 $ 8,790,512
Add (deduct):
Income for the year ended
December 31, 1997 46,501 1,089,660 1,136,161
To reflect changes in partnership
capital between general and limited
partners - net 34,216 (34,216) -
Cash distributions for the year ended
December 31, 1997 (19,728) (472,445) (492,173)
Redemption of limited partner units - (322,240) (322,240)
------------- -------------- -------------
BALANCE - DECEMBER 31, 1997 416,617 8,695,643 9,112,260
Add (deduct):
Income for the year ended
December 31, 1998 85,930 1,833,908 1,919,838
To reflect changes in partnership
capital between general and limited
partners - net 9,100 (9,100) -
Cash distributions for the year ended
December 31, 1998 (32,895) (702,044) (734,939)
------------- -------------- -------------
BALANCE - DECEMBER 31, 1998 478,752 9,818,407 10,297,159
Add (deduct):
Income for the year ended
December 31, 1999 200,387 4,276,644 4,477,031
Cash distributions for the year ended
December 31, 1999 (25,628) (546,941) (572,569)
------------- -------------- -------------
BALANCE - DECEMBER 31, 1999 $ 653,511 $ 13,548,110 $ 14,201,621
============= ============== =============
</TABLE>
See accompanying notes to consolidated financial statements 31
<PAGE> 32
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
CONSOLIDATED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
YEARS ENDED DECEMBER 31, 1999 1998 1997
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 4,477,031 $ 1,919,838 $ 1,136,161
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 1,809,208 1,830,312 1,753,085
Amortization of debt forgiveness income - (257,436) (71,903)
Net gain on disposal of land, building
and improvements (3,082,300) (1,363,651) -
Income from partnerships (781,850) (518,297) (1,823,771)
Changes in assets and liabilities:
Increase in accounts receivable and
prepaid expenses - net (181,943) (125,909) (1,009)
Increase in deposits (280,925) (213,958) (121,514)
Increase (decrease) in accounts payable
and accrued expenses 122,533 51,819 (113,883)
Increase (decrease) in accrued property taxes (150,223) (25,312) 50,069
Increase (decrease) in security deposits
and prepaid rent (331,827) 385,642 135,191
Increase (decrease) in accrued interest (2,945) (38,347) 3,737
------------- -------------- -------------
NET CASH PROVIDED BY OPERATING ACTIVITIES 1,596,759 1,644,701 946,163
------------- -------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES
Increase in restricted cash - (250,000) -
Investment in land, building and
furniture and equipment (3,806,913) (904,036) (1,189,437)
Investment in partnerships (795,226) (543,707) (449,769)
Investments in loans receivable (224,883) (1,001,118) (2,976)
Investment in deferred charges (primarily
unamortized broker commissions) (433,844) (824,447) (263,585)
Proceeds from sale of real estate,
net of selling expenses 2,359,484 1,683,282 -
Proceeds from sale of investment
in partnership/corporation 1,159,000 - 1,028,212
Partnership investment draws 293,147 744,274 2,782,557
Increase in minority interest 170,884 29,636 236,003
Collection of notes receivable 27,815 4,033 377,316
------------- -------------- -------------
NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES (1,250,536) (1,062,083) 2,518,321
------------- -------------- -------------
</TABLE>
See accompanying notes to consolidated financial statements 32
<PAGE> 33
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
CONSOLIDATED STATEMENT OF CASH FLOWS - Continued
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
YEARS ENDED DECEMBER 31, 1999 1998 1997
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
CASH FLOWS FROM FINANCING ACTIVITIES
Payment of mortgages and notes payable $ (2,349,393) $ (19,740,932) $ (1,313,021)
Proceeds from mortgage financing 1,516,179 21,805,999 22,490
Proceeds from loans payable - - 520,250
Distributions to partners (572,569) (734,939) (492,173)
Redemption of limited partnership units - - (322,240)
-------------- -------------- -------------
NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES (1,405,783) 1,330,128 (1,584,694)
-------------- -------------- -------------
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS (1,059,560) 1,912,746 1,879,790
CASH AND CASH EQUIVALENTS AT
BEGINNING OF YEAR 5,099,406 3,186,660 1,306,870
-------------- -------------- -------------
CASH AND CASH EQUIVALENTS AT
END OF YEAR $ 4,039,846 $ 5,099,406 $ 3,186,660
============== ============== =============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid during the year $ 2,603,660 $ 2,722,577 $ 2,694,203
Write-off of fully depreciated
leasehold improvements 460,587 230,998 -
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING
AND FINANCING ACTIVITIES
During 1999, the Partnership acquired a
controlling interest in an office building with
a basis of $11,724,896 and assumed mortgage
debt of $8,600,000 and net operating liabilities
of $468,229.
Loan receivable converted to equity interest in
Partnership $ 1,226,000 $ - $ -
Proceeds from sale of real estate used to retire
debt 2,645,823 - -
</TABLE>
See accompanying notes to consolidated financial statements 33
<PAGE> 34
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
DECEMBER 31, 1999, 1998 AND 1997
- --------------------------------------------------------------------------------
1 - NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
First Wilkow Venture (the "Partnership") owns outright or has
participatory ownership interests in real property located throughout the
United States for investment purposes.
A summary of the principal accounting policies followed by the Partnership
is set forth as follows:
The financial statements include the accounts of all entities in which
the Partnership owns fifty percent or more and maintains effective
control. Investments in entities in which ownership interests are less
than fifty percent and the Partnership exercises significant influence
over operating and financial policies are accounted for on the equity
method. Other investments are accounted for on the cost method.
Intercompany accounts and transactions between consolidated entities
have been eliminated in consolidation.
For purposes of the consolidated statement of cash flows, the
Partnership considers certificates of deposit with a maturity of three
months or less to be cash equivalents. Certain Partnership deposits at
LaSalle National Bank are in excess of the amount insured by the
Federal Deposit Insurance Corporation and are, therefore, considered a
concentration of credit risk.
Rental income is derived from leasing to lessees (under operating
leases) various types of real estate owned by the Partnership.
Investments in real estate partnerships are reported using either the
cost or equity methods of accounting. Under the equity method, the cost
of these investments is reduced by a pro rata share of net losses and
drawings and increased by a pro rata share of net income of the
investee. Under the cost method, income is reported as draws are
received.
Land, buildings and improvements are carried at cost. Major additions
and betterments are charged to the property accounts; maintenance and
repairs which do not improve or extend the life of the respective
assets are charged to expense as incurred. When assets are sold or
retired, the cost and accumulated depreciation are removed from the
accounts, and any gain or loss is recognized.
Depreciation on buildings, improvements, furniture and equipment is
computed using the straight-line and accelerated methods based on the
estimated useful lives of the assets.
Deferred charges represent real estate acquisition costs, deferred
broker commissions and mortgage financing costs. These costs are being
amortized using the straight-line method over lives ranging from 1 to
40 years.
There is no provision for federal income taxes as the partners report
their share of the Partnership's net income or loss in their individual
income tax returns.
Deferred state income taxes are provided on certain real estate sales
that are taxable to the Partnership which are being reported on an
installment or tax free exchange basis for income tax purposes.
34
<PAGE> 35
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
DECEMBER 31, 1999, 1998 AND 1997
- --------------------------------------------------------------------------------
Debt forgiveness income was being amortized as a reduction of interest
expense over the remaining term of the related loan using the effective
interest method. This debt forgiveness income was written off in 1998
upon loan refinancing.
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.
2 - DEPRECIATION
Depreciation is based on the method and estimated useful life of the
respective assets as follows:
<TABLE>
<CAPTION>
Property Method Life
-------- ------ ----
<S> <C> <C>
180 North Michigan
a. Building Straight Line 35 years
b. Improvements Straight Line Various
c. Furniture and equipment 150% Declining Balance 12 years
Naperville Office Court
a. Building Straight Line 25 years
b. Improvements Straight Line Various
c. Furniture and equipment 150% Declining Balance Various
Waterfall Plaza
a. Building Straight Line 40 years
b. Improvements Straight Line 40 years
Highland Park Professional Building
a. Building Straight Line 30 years
b. Improvements Straight Line 40 years
150% Declining Balance 40 years
150% Declining Balance 12 years
M&J/Retail Limited Partnership (9 retail centers)
a. Buildings Straight Line 40 years
b. Improvements Straight Line 40 years
c. Furniture and equipment Straight Line 12 years
209 West Jackson
a. Building Straight Line 40 years
b. Improvements Straight Line 40 years
</TABLE>
35
<PAGE> 36
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
DECEMBER 31, 1999, 1998 AND 1997
- --------------------------------------------------------------------------------
3 - INVESTMENTS IN PARTNERSHIPS
A summary of the income or loss from partnership investments included in
the accompanying consolidated statement of operations on the equity method
of accounting, unless otherwise indicated, is as follows:
<TABLE>
<CAPTION>
1999 1998 1997
-------------- ------------- -------------
<S> <C> <C> <C>
L-C Office Partnership IV $ 9,736 $ 6,085 $ -
XXI Office Plaza Associates 501,978 (c) 37,536 37,536
Hawdel Limited Partnership - - -
M&J/Grove Limited Partnership 139,888 (31,204) (31,205)
Rosemont 28 Limited Partnership (2,863) (2,864) (2,865)
M&J/Crossroads Limited Partnership - 283,394 (12,527)
M&J/Eden Prairie Limited Partnership 10,400 (a) 5,327 (a) -
Duke Realty Limited Partnership 72,578 (a) 64,643 (a) 876,332 (c)
M&J/Largo Limited Partnership - - 40,157 (c)
222 Fee Associates (623)(a)(b) 392 (a) 290 (a)
5601 N. Sheridan Associates 5,040 (a)(b) 1,008 (a) 864 (a)
First Candlewick Associates 6,600 (a) 6,600 (a) 6,050 (a)
Second Wilkow Venture 6,304 (a) 5,418 (a) 6,107 (a)
Wilkow/Retail Partners Limited Partnership 180 (a) 165 (a) 111 (a)
Lake Cook Office Development IV 78 (a) 49 (a) -
M&J/Hotel Investors Limited Partnership 24,000 (a) 22,734 (a) -
M&J/Mid Oak Limited Partnership 6,300 (a) 11,127 (a) -
Northlake Tower Limited Partnership 90,654 (a) 107,887 (a) 902,921 (a)
Arlington LLC (80,000) - -
21st M&J Venture (4,900)(b) - -
Orhow Associates (3,500)(b) - -
-------------- ------------- -------------
$ 781,850 $ 518,297 $ 1,823,771
============== ============= =============
</TABLE>
(a) Income recognized under the cost method.
(b) Includes loss on disposition of investment.
(c) Includes gain on disposition of investment.
36
<PAGE> 37
FIRST VENTURE
(A LIMITED PARTNERSHIP)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
DECEMBER 31, 1999, 1998 AND 1997
- --------------------------------------------------------------------------------
The following is a summary of financial position and results of operations
of the properties in which the Partnership has an equity partnership
interest. The following schedule has been prepared from financial
information provided by these partnerships as of their calendar year ends.
YEAR ENDED DECEMBER 31, 1999:
Rosemont
28
Arlington Limited
LLC Partnership
-------------- ------------
(a) (c)
BALANCE SHEET
Real estate - net of
accumulated depreciation $ 11,778,375 $
Current assets 4,096,895
Other assets 354,424
------------- ----------
TOTAL ASSETS $ 16,229,694 $
============= ==========
Mortgages payable $ 14,001,803 $
Other liabilities 1,465,857
Partners' capital 762,034
------------- ----------
TOTAL LIABILITIES AND
PARTNERS' CAPITAL $ 16,229,694 $
============= ==========
STATEMENT OF OPERATIONS
Revenue $ 1,069,523 $
Less: Operating expenses 648,413
Other expenses 578,306
Depreciation 96,705
-------------- ----------
NET LOSS $ (253,901) $
============ ==========
(a) Based upon unaudited financial statements.
(b) Based upon audited financial statements.
(c) Information not available at time of report.
37
<PAGE> 38
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
DECEMBER 31, 1999, 1998 AND 1997
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
XXI Office M&J/Grove Dover
Plaza Limited Farms
Associates Partnership Apartments
------------- ------------------ ------------
(a) (c) (c)
<S> <C> <C> <C>
BALANCE SHEET
Real estate - net of
accumulated depreciation $ - $ $
Current assets -
Other assets -
------------ ------------ ------------
TOTAL ASSETS $ - $ $
============ ============ ============
Mortgages payable $ - $ $
Other liabilities -
Partners' capital (deficit) -
------------ ------------ ------------
TOTAL LIABILITIES AND
PARTNERS' CAPITAL (DEFICIT) $ - $ $
============ ============ ============
STATEMENT OF OPERATIONS
Revenue $ 985,989 $ $
Less: Operating expenses 691,633
Other expenses 660,671
Depreciation 68,710
------------ ------------ ------------
NET LOSS $ (435,025) $ $
============ ============ ============
</TABLE>
(a) Based upon unaudited financial statements.
(b) Based upon audited financial statements.
(c) Information not available at time of report.
38
<PAGE> 39
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
DECEMBER 31, 1999, 1998 AND 1997
- --------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31, 1998:
Rosemont
28 XXI Office
Limited Plaza
Partnership Associates
-------------- -------------
(c) (b)
BALANCE SHEET
Real estate - net of
accumulated depreciation $ $5,186,573
Current assets 1,675,224
Other assets 8,177
------------- ---------
TOTAL ASSETS $ $6,869,974
============= =========
Mortgages payable $ $1,902,315
Other liabilities 743,162
Partners' capital 4,224,497
------------- ---------
TOTAL LIABILITIES AND
PARTNERS' CAPITAL $ $6,869,974
============= =========
STATEMENT OF OPERATIONS
Revenue $ $1,699,441
Less: Operating expenses 940,032
Other expenses 234,805
Depreciation 429,628
------------- ---------
NET INCOME $ $ 94,976
============= =========
(a) Based upon unaudited financial statements.
(b) Based upon audited financial statements.
(c) Information not available at time of report.
39
<PAGE> 40
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
DECEMBER 31, 1999, 1998 AND 1997
- --------------------------------------------------------------------------------
M&J/Grove Dover
Limited Farms
Partnership Apartments
-------------- -------------
(a) (a)
BALANCE SHEET
Real estate - net of
accumulated depreciation $9,199,644 $13,360,506
Current assets 219,109 402,631
Other assets 185,583 801,899
--------- ----------
TOTAL ASSETS $9,604,336 $14,565,036
========= ==========
Mortgages payable $6,198,801 $11,674,546
Other liabilities 316,416 455,415
Partners' capital 3,089,119 2,435,075
--------- ----------
TOTAL LIABILITIES AND
PARTNERS' CAPITAL $9,604,336 $14,565,036
========= ==========
STATEMENT OF OPERATIONS
Revenue $2,625,157 $ 2,576,900
Less: Operating expenses 785,890 1,098,973
Other expenses 540,446 933,721
Depreciation 313,375 330,936
--------- ----------
NET INCOME $ 985,446 $ 213,270
========= ==========
(a) Based upon unaudited financial statements.
(b) Based upon audited financial statements.
(c) Information not available at time of report.
40
<PAGE> 41
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
DECEMBER 31, 1999, 1998 AND 1997
- --------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31, 1997:
<TABLE>
<CAPTION>
Rosemont Sun Pointe
28 XXI Office Place
Limited Plaza Limited
Partnership Associates Partnership
--------------- -------------- -------------
(a) (b) (a)
<S> <C> <C> <C>
BALANCE SHEET
Real estate - net of
accumulated depreciation $1,909,955 $5,075,548 $2,310,382
Current assets 4,272 1,912,065 226,179
Other assets 174 8,336 6,504
--------- --------- ---------
TOTAL ASSETS $1,914,401 $6,995,949 $2,543,065
========= ========= =========
Mortgages payable $ - $2,213,992 $ 125,231
Other liabilities 21,256 652,436 18,364
Partners' capital 1,893,145 4,129,521 2,399,470
--------- --------- ---------
TOTAL LIABILITIES AND
PARTNERS' CAPITAL $1,914,401 $6,995,949 $2,543,065
========= ========= =========
STATEMENT OF OPERATIONS
Revenue $ 103 $1,884,588 $ 251,921
Less: Operating expenses 12,606 902,931 92,184
Other expenses - 299,772 761
Depreciation - 429,057 21,447
--------- --------- ---------
NET INCOME (LOSS) $ (12,503) $ 252,828 $ 137,529
========= ========= =========
</TABLE>
(a) Based upon unaudited financial statements.
(b) Based upon audited financial statements.
(c) Information not available at time of report.
41
<PAGE> 42
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
DECEMBER 31, 1999, 1998 AND 1997
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
2221 Camden
Court M&J/Grove Dover
Office Limited Farms
Building Partnership Apartments
--------------- -------------- --------------
(a) (a) (a)
<S> <C> <C> <C>
BALANCE SHEET
Real estate - net of
accumulated depreciation $6,866,362 $9,412,696 $13,735,688
Current assets 573,034 121,462 411,392
Other assets 272,705 179,861 801,899
--------- --------- ----------
TOTAL ASSETS $7,712,101 $9,714,019 $14,948,979
========= ========= ==========
Mortgages payable $8,082,869 $6,323,316 $14,225,895
Other liabilities 195,562 343,203 444,420
Partners' capital (deficit) (566,330) 3,047,500 278,664
--------- --------- ----------
TOTAL LIABILITIES AND
PARTNERS' CAPITAL (DEFICIT) $7,712,101 $9,714,019 $14,948,979
========= ========= ==========
STATEMENT OF OPERATIONS
Revenue $ 49,203 $1,654,463 $ 2,900,919
Less: Operating expenses 82,739 775,117 1,271,317
Other expenses 33,722 550,508 1,299,803
Depreciation 22,745 310,610 323,997
--------- --------- ----------
NET INCOME (LOSS) $ (90,003) $ 18,228 $ 5,802
========= ========= ==========
</TABLE>
(a) Based upon unaudited financial statements.
(b) Based upon audited financial statements.
(c) Information not available at time of report.
42
<PAGE> 43
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
DECEMBER 31, 1999, 1998 AND 1997
- --------------------------------------------------------------------------------
First Ron Venture
In April 1978, the Partnership invested $260,000 to obtain a one-third
interest in First Ron Venture, which has a 38% interest in Apollo
Associates, which owns an apartment complex in Oklahoma City, Oklahoma.
Although First Ron Venture was entitled to a cumulative annual priority
distribution of cash flow of which the Partnership's share was $23,490, the
property did not generate sufficient cash flow to make distributions. The
investment was being carried at zero. On December 31, 1993, the Partnership
acquired a 3.831% interest in First Apollo Associates, which holds a
one-third interest in First Ron Venture.
On February 25, 1999, the property was sold. The Partnership did not
receive any proceeds since the outstanding indebtedness on the property was
in excess of the sales price.
Hawdel Limited Partnership I and III
The Partnership had invested $1,320,000 to obtain 18.03% interests in
Hawdel Limited Partnership I and III, which owned the 2221 Camden Court
Office Building located in Oak Brook, Illinois. In addition to the
investment, the Partnership had a note receivable of $295,161 from Hawdel
Limited Partnership I and III as of December 31, 1996.
On January 16, 1997, the property was sold, resulting in full payment of
the first mortgage and Partnership loans, and an equity distribution of
$690,360 was received by the Partnership. A provision for loss in book
value of $154,000, equal to the estimated loss to the Partnership on the
disposition of the investment, was recognized in 1996.
M&J/Largo Limited Partnership
The Partnership invested a total of $694,227 to acquire a 25.1% interest in
M&J/Largo Limited Partnership, which owns 91.12% of Sun Pointe Place
Limited Partnership, which developed and owned a 140 one-bedroom unit
apartment complex located in Largo, Florida. The property was sold on
February 12, 1997, for $2,600,000. Simultaneous with the sale, M&J/Largo
Limited Partnership exercised its put to Sun Pointe Place Limited
Partnership, resulting in all net sale proceeds being allocated to
M&J/Largo Limited Partnership. The Partnership received a final equity
distribution from M&J/Largo Limited Partnership of $615,384, resulting in a
gain on disposition of $40,157. A provision for loss in book value of
$119,000, equal to the estimated loss to the Partnership on the disposition
of the investment, was recognized in 1996.
M&J/Westwood Limited Partnership
In December 1986, the Partnership invested $517,000 to obtain an 18.52%
interest in M&J/Westwood Limited Partnership, which owns 48% of The Villas
at Monterey Limited Partnership, which owns a 260- unit all suites hotel
and corporate rental project in Orlando, Florida, known as Tango Bay Suites
Resort. On December 31, 1993, the Partnership acquired an additional 2.19%
interest in M&J/Westwood Limited Partnership.
43
<PAGE> 44
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
DECEMBER 31, 1999, 1998 AND 1997
- --------------------------------------------------------------------------------
In March 1993, the Partnership acquired a 63.64% undivided interest in
Tango Bay Suites pursuant to an exchange for an ownership interest in a
similar property. The Villas at Monterey Limited Partnership retained the
remaining 36.36% interest. In November 1993, the Partnership sold a 5.98%
undivided interest in Tango Bay Suites to an unrelated party for a relative
proportion of the debt, recognizing a gain of $53,231 on the disposition.
The Partnership exchanged its interest in Tango Bay Suites for an undivided
interest in the 209 West Jackson building effective June 30, 1995. The
Partnership also has a loan receivable of $731,124 at December 31, 1999,
from Tango Bay Suites (see Note 4).
Duke Realty Limited Partnership
On December 2, 1994, the Partnership redeemed its interest in three
partnerships for a direct ownership in an operating partnership, Duke
Realty Limited Partnership (the "UPREIT"), the sole general partner of
which is Duke-Weeks Realty Corporation (formerly Duke Realty Investments,
Inc.), a real estate investment trust ("REIT") listed on the New York Stock
Exchange. The redemption resulted in the Partnership owning 50,251
partnership units in the UPREIT, which are convertible on a one-for-one
basis to shares of common stock of the REIT. The Partnership's limited
partner units are currently pledged as collateral for a revolving credit
facility with LaSalle National Bank (see Note 10).
On April 15, 1997, the Partnership converted 25,000 units in Duke Realty
Limited Partnership to 25,000 shares of common stock of Duke Realty
Investments, Inc. On June 12, 1997, 12,500 shares were sold for $500,044,
resulting in a gain of $383,419. On July 21, 1997, the remaining 12,500
shares were sold for $528,168, resulting in a gain of $411,543.
On August 18, 1997, a 2-for-1 stock and unit split occurred, resulting in
an additional 25,251 units of Duke Realty Limited Partnership being issued
to the Partnership. The Partnership thus held 50,502 units in Duke Realty
Limited Partnership at December 31, 1999.
Rosemont 28 Limited Partnership
The Partnership has invested a total of $754,934 to obtain a 22.92%
interest in Rosemont 28 Limited Partnership, which owns 11.25 acres of land
held for development in Orlando, Florida. Net cash flow and residual
proceeds are distributed in accordance with the partners' respective
interests.
XXI Office Plaza Associates
In February 1981, the Partnership invested $525,000 to obtain a 13.91%
interest in XXI Office Plaza Associates, which owns an office plaza in
Germantown, Maryland. In addition to the investment, the Partnership had a
note receivable of $27,814 from XXI Office Plaza Associates (see Note 4).
The note was repaid on August 10, 1999.
On January 6, 1999, a repayment of the first mortgage occurred. The payment
of the outstanding balance of $1,902,315 along with a prepayment premium of
$19,023 and contingent interest of $611,855 was facilitated by a $2,585,875
capital call to the partners. The Partnership's share of the capital call
was $359,625.
44
<PAGE> 45
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
DECEMBER 31, 1999, 1998 AND 1997
- --------------------------------------------------------------------------------
On August 10, 1999, the Partnership received its share of the capital call.
On September 17, 1999, the Partnership received an additional $997,500,
resulting in a gain on disposition of the investment of $561,557.
M&J/Grove Limited Partnership
The Partnership had invested a total of $931,000 to obtain a 21.91%
interest in M&J/Grove Limited Partnership ("M&J/Grove"), which owns an
office complex in Wheaton, Illinois. As a Class A limited partner, the
Partnership is entitled to a cumulative cash priority of 8%. On December
31, 1993, the Partnership acquired an additional 1.17% interest in
M&J/Grove.
On July 1, 1996, the Partnership invested an additional $98,100 in
M&J/Grove in connection with the purchase of 981 Call Units, increasing its
interest in this investment to 28.03%. The Call Unit holders are entitled
to a cumulative cash flow priority of 12% per annum. Upon sale or
refinancing, the Call Unit holders will receive the first $367,500 of
available proceeds. Any proceeds remaining thereafter will be split 25% to
the holders of the Call Units and 75% to the General and Class A Limited
Partners. The proceeds of the M&J/Grove capital call were primarily used
for a mortgage debt restructuring of the Grove Office Park. The original
$8,000,000 mortgage was paid off at a discounted amount of $5,600,000 and
replaced with a new first mortgage loan in the amount of $5,500,000,
bearing interest at the fixed rate of 8.55% per annum for five years. A
limited guaranty covering 28.41%, or $1,562,500, of the mortgage loan was
made by third parties on behalf of M&J/Grove. The Partnership guaranteed
$520,833, an amount which approximates 28.41% of its ownership interest in
M&J/Grove, exclusive of subordinated equity interests which have no value.
The property is also encumbered by unsecured debentures of $1,000,000,
which mature on May 1, 2001, and bear interest at 9% per annum, payable
quarterly.
L-C Office Partnership IV
Prior to December 31, 1993, the Partnership had a 73.34% ownership interest
in L-C Office Partnership IV Limited Partnership ("L-C Office Partnership
IV"), which holds a 94% interest in Lake Cook Office Development - Building
Four Limited Partnership ("Lake-Cook IV"), which has a 57.915% interest in
DFA Limited Partnership, which has a 99% interest in M&J/Dover Limited
Partnership, which owns Dover Farms Apartments, a 300-unit apartment
complex located in a suburb of Cleveland, Ohio.
On December 31, 1993, the Partnership acquired an additional 1.35% interest
in L-C Office Partnership IV. On January 1, 1994, the Partnership acquired
a 0.4906% interest in Lake Cook Office Development - Building Four Limited
Partnership. In addition to the investment, the Partnership has notes
receivable of $15,091 and $71,872 from Lake Cook Office Development -
Building Four Limited Partnership and L-C Office Partnership IV,
respectively. The Partnership contributed an additional $175,097 in 1997
and $60,379 in 1998 to maintain its 74.69% interest in L-C Office
Partnership IV.
M&J/Hotel Investors Limited Partnership
On October 8, 1997, the Partnership invested $200,000 to obtain a 14.81%
interest in M&J/Hotel Investors Limited Partnership, which owns a 164-room
hotel in Kissimmee, Florida. At the time of purchase, the property was
operating as the EconoLodge Maingate Central Hotel, but immediately
following the closing, the property was converted to a Howard Johnson
franchise.
45
<PAGE> 46
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
DECEMBER 31, 1999, 1998 AND 1997
- --------------------------------------------------------------------------------
M&J/Mid Oak Limited Partnership
On August 26, 1997, the Partnership invested $70,000 to obtain a 35%
interest in M&J/Mid Oak Limited Partnership, which has a 9% interest in Mid
Oak Plaza LLC, which owns Mid Oak Plaza Shopping Center located in
Midlothian, Illinois. The property contains 77,942 net rentable square feet
of retail space. There is an outparcel at the property consisting of 30,000
square feet, which is occupied by White Castle pursuant to a ground lease.
The tenant owns its own building.
The property was acquired with a $4,558,000 mortgage bearing interest at
8.04% per annum. The term of the loan is seven years. Net cash flow and
residual proceeds are required to be distributed in accordance with the
limited liability company agreement.
M&J/Eden Prairie Limited Partnership
On April 10, 1998, the Partnership invested $64,000 to obtain a 26.50%
ownership in M&J/Eden Prairie Limited Partnership, which has a 10% interest
in Eden Prairie LLC, which acquired a 70,689 square foot shopping center in
Eden Prairie, Minnesota. On September 27, 1999, an additional investment of
$76,174 was made, increasing the Partnership's interest to 43.10%.
M&J/NCT Louisville LP
On September 29, 1999, the Partnership invested $300,000 to obtain a 23.72%
interest in M&J/NCT Louisville LP, which has a 10% interest in CMJ/NCT
Louisville LLC. CMJ/NCT Louisville LLC is a 50% owner of NCT Louisville
LLC, which was formed to acquire National City Tower, a 712,533 square foot
office tower located in Louisville, Kentucky.
Arlington LLC
On September 29, 1999, the Partnership converted its loan receivable of
$1,226,000 to a 30.65% interest in Arlington LLC, which owns Annex of
Arlington Heights, a 153,873 square foot community center. In addition to
the community center, Arlington LLC owns 4.82 acres of contiguous land that
will be used to add 53,342 square feet of new retail space. Both the
community center and the land are located in Arlington Heights, Illinois.
In addition, the Partnership posted a letter of credit in the amount of
$280,000 with the mortgagee as credit enhancement in exchange for an
additional 7% interest in Arlington LLC (see Note 10).
The Partnership also has a non-interest-bearing unsecured loan payable to
Arlington LLC in the amount of $11,027 at December 31, 1999 and 1998.
46
<PAGE> 47
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- -------------------------------------------------------------------------------
DECEMBER 31, 1999, 1998 AND 1997
- -------------------------------------------------------------------------------
CONSOLIDATED PARTNERSHIPS
M&J/Sheridan Limited Partnership
During 1988, the Partnership invested $2,500,000 to obtain an 89.29%
interest in M&J/Sheridan Limited Partnership, which owns a 22,523 square
foot office building in Highland Park, Illinois. In addition to the
investment, the Partnership has a note receivable of $492,000 at December
31, 1999, from M&J/Sheridan Limited Partnership. On September 30, 1996,
M&J/Sheridan Limited Partnership refinanced the Highland Park Professional
Center. The term of the new loan, with a principal amount of $1,425,000, is
five years. Debt service reflects an interest rate of 8.88% per annum and
amortization based on 20 years.
The financial position and results of operations at December 31, 1999, are
included in the accompanying consolidated financial statements.
209 West Jackson LLC
On August 24, 1995, the Partnership acquired a 59.44% undivided interest in
209 West Jackson, a 142,996 square foot office building located in downtown
Chicago, in exchange for its 57.67% undivided interest in Tango Bay Suites.
As part of this transaction, Tango Bay Suites remains liable to the
Partnership for loans advanced to fund operating deficits. The 209 West
Jackson building was subject to a first mortgage of $10,000,000 and an
additional $5,661,000 note secured by the first mortgage, both interest
only at General Electric Capital Corporation's commercial paper rate plus
3.25% per annum.
On October 22, 1999, both the ownership and the debt were restructured. The
Partnership and its tenants in common rolled up their interests into a new
limited liability company, 209 West Jackson LLC. In addition to the
interest, each cotenant was responsible for a capital infusion, of which
the Partnership's share was $710,000, to obtain a 71% interest in the newly
formed 209 West Jackson LLC. The Partnership is also responsible for
additional equity contributions of $852,000, payable in three equal
installments on the anniversary date of the closing. In addition, the
Partnership made a loan of $2,100,000 to 209 West Jackson LLC. Through a
partial paydown of the principal balance and approximately $5,000,000 of
debt forgiveness by the property's lender, General Electric Capital
Corporation, the property's debt was reduced to $10,000,000 and separated
into two notes. The first note is for $8,600,000, and the second note, an
unfunded line of credit, is for $1,400,000. No funds have been drawn on the
second note as of December 31, 1999.
The financial position and results of operations at December 31, 1999, are
included in the accompanying consolidated financial statements.
M&J/Retail Limited Partnership
The Partnership had invested a total of $3,995,000 to obtain a 56.27%
limited partnership interest in M&J/Retail Limited Partnership
("M&J/Retail"), which owns a majority interest in nine strip shopping
centers in the metropolitan Chicago area and four partnership interests.
The Partnership is entitled to a 9% cumulative cash flow priority on
invested capital. On December 31, 1993, the Partnership acquired an
additional 0.70% interest in M&J/Retail. On July 1, 1995, the Partnership
sold 4.22% of its limited partnership interest in M&J/Retail to an
unrelated party for $314,800 and recognized a gain of $137,245.
47
<PAGE> 48
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
DECEMBER 31, 1999, 1998 AND 1997
- --------------------------------------------------------------------------------
During 1988, the Partnership invested $3,110,000 to obtain a 99% interest
in M&J/Harlem Mortgage Limited Partnership, which owns Harlem and North
shopping center located in Oak Park, Illinois. On December 31, 1993, the
Partnership sold its 99% interest in M&J/Harlem Mortgage Limited
Partnership to M&J/Retail for $3,150,000. On July 8, 1998, M&J/Harlem
Mortgage Limited Partnership refinanced the property with a new first
mortgage of $2,550,000 bearing interest at 7.27% per annum. The loan
matures July 1, 2008.
On July 28, 1995, M&J/Retail acquired a majority interest in Northlake
Tower Limited Partnership ("Tower"), contributing $1,112,667 of initial
capital. Additional contributions of $116,837 were made through December
31, 1997, increasing the total capital investment to $1,229,514. Tower owns
a 17.08% share of BSRT/M&J Northlake Limited Partnership ("BSRT/M&J"),
which purchased a leasehold interest in the Northlake Tower Festival
Shopping Center for $16,989,000 on July 28, 1995. The purchase of this
property was made subject to a $10,350,000 first mortgage loan bearing
interest only at the fixed rate of 8.5% per annum for ten years. On
November 18, 1997, this loan was refinanced with a first mortgage of
$17,600,000 with principal and interest payments based on a 30-year
amortization and an interest rate of 7.64%. A portion of the refinancing
proceeds were used to make distributions to the partners of BSRT/ M&J, with
M&J/Retail ultimately receiving a distribution of $1,166,745. The shopping
center, consisting of 303,956 square feet of improvements and five outlots,
is located in Atlanta, Georgia. The loan was secured by Tower Corporation's
partnership interests in Tower and BSRT/M&J. On July 10, 1998, the loan was
repaid in full.
On October 27, 1995, M&J/Retail invested a total of $297,000 to acquire a
46.41% Class A interest in M&J/Crossroads Limited Partnership. The balance
of $303,000 of the total $600,000 required capital for Class A investors
was also financed by M&J/Retail, resulting in a receivable from the other
investors for their respective share of capital contributions as of
December 31, 1995. These receivables were repaid in full during 1996. As a
result of a refinancing of the first mortgage loan on December 31, 1997,
M&J/Retail received a distribution on January 10, 1998, of $501,065.
In 1998, M&J/Retail invested $415,000 to acquire a 70.90% investment in
M&J/Clarkfair Limited Partnership, which has a 9% interest in Clarkfair
LLC. Clarkfair LLC is the sole owner of two limited liability companies,
namely Marketfair North LLC and Shops at Clark's Pond LLC, which were
formed to acquire the following described properties:
Marketfair North - a 136,989 square foot shopping center in
Clay, New York
Shops at Clark's Pond - a 208,325 square foot shopping center in
South Portland, Maine
On September 29, 1999, M&J/Retail invested a total of $350,000 to obtain an
8.75% interest in Arlington LLC, which owns Annex of Arlington Heights, a
153,873 square foot community center. In addition to the community center,
Arlington LLC owns 4.82 acres of contiguous land that will be used to add
53,342 square feet of new retail space. Both the community center and the
land are located in Arlington Heights, Illinois.
The property was acquired with an $11,616,888 mortgage bearing interest at
9.65% per annum. The term of the loan is three years. (See also Page 46).
The financial position and results of operations at December 31, 1999, are
included in the accompanying consolidated financial statements.
48
<PAGE> 49
FIRST VENTURE
(A LIMITED PARTNERSHIP)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
DECEMBER 31, 1999, 1998 AND 1997
- --------------------------------------------------------------------------------
The following is a summary of the financial position and results of
operations of the entities included in consolidation at December 31, 1999:
<TABLE>
<CAPTION>
209 M&J/ M&J/
West Sheridan Retail
Jackson Limited Limited
LLC Partnership Partnership
--------- ----------- -----------
<S> <C> <C> <C>
BALANCE SHEET
Real estate - net of
accumulated depreciation $11,719,303 $2,595,216 $16,580,845
Current assets 21,093 23,202 66,279
Other assets 675,604 154,680 2,711,880
---------- --------- ----------
TOTAL ASSETS $12,416,000 $2,773,098 $19,359,004
========== ========= ==========
Mortgages payable $ 8,590,814 $1,333,187 $14,986,133
Other long-term payables 2,100,000 492,000 -
Current liabilities 742,931 246,931 1,418,488
Minority interest 284,854 (121,361) 1,981,304
Partners' capital 697,401 822,341 973,079
---------- --------- ----------
TOTAL LIABILITIES AND
PARTNERS' CAPITAL $12,416,000 $2,773,098 $19,359,004
========== ========= ==========
STATEMENT OF OPERATIONS
Revenue $ 550,481 $ 432,132 $ 4,387,364
Less: Operating expenses 322,737 210,067 1,998,616
Other expenses 190,529 159,613 1,180,608
Depreciation 54,960 128,702 519,671
Minority interest (5,146) (7,095) 323,831
---------- --------- ----------
NET INCOME (LOSS) $ (12,599) $ (59,155) $ 364,638
========== ========= ==========
</TABLE>
49
<PAGE> 50
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
DECEMBER 31, 1999, 1998 AND 1997
- --------------------------------------------------------------------------------
The following is a summary of the financial position and results of
operations of the entities included in consolidation at December 31, 1998:
M&J/ M&J/
Sheridan Retail
Limited Limited
Partnership Partnership
----------- -----------
BALANCE SHEET
Real estate - net of
accumulated depreciation $2,706,824 $18,339,164
Current assets 50,539 132,404
Other assets 55,748 2,272,004
--------- ----------
TOTAL ASSETS $2,813,111 $20,743,572
========= ==========
Mortgages payable $1,365,748 $16,029,003
Other long-term payables 492,000 320,000
Current liabilities 188,132 1,387,406
Minority interest (114,265) 1,829,678
Partners' capital 881,496 1,177,485
--------- ----------
TOTAL LIABILITIES AND
PARTNERS' CAPITAL $2,813,111 $20,743,572
========= ==========
STATEMENT OF OPERATIONS
Revenue $ 420,280 $ 4,300,097
Less: Operating expenses 214,929 2,120,622
Other expenses 164,181 1,269,580
Depreciation 127,625 535,233
Minority interest (9,318) 190,479
--------- ----------
NET INCOME (LOSS) $ (77,137) $ 184,183
========= ==========
50
<PAGE> 51
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
DECEMBER 31, 1999, 1998 AND 1997
- --------------------------------------------------------------------------------
The following is a summary of the financial position and results of
operations of the entities included in consolidation at December 31, 1997:
M&J/ M&J/
Sheridan Retail
Limited Limited
Partnership Partnership
----------- -----------
BALANCE SHEET
Real estate - net of
accumulated depreciation $2,787,284 $18,631,721
Current assets 21,700 431,990
Other assets 75,445 380,269
--------- ----------
TOTAL ASSETS $2,884,429 $19,443,980
========= ==========
Mortgages payable $1,395,553 $15,524,516
Other long-term payables 492,000 218,487
Current liabilities 143,192 1,385,554
Minority interest (104,948) 1,790,724
Partners' capital 958,632 524,699
--------- ----------
TOTAL LIABILITIES AND
PARTNERS' CAPITAL $2,884,429 $19,443,980
========= ==========
STATEMENT OF OPERATIONS
Revenue $ 397,534 $ 4,619,793
Less: Operating expenses 210,293 1,935,994
Other expenses 164,972 1,372,331
Depreciation 125,247 527,129
Minority interest (10,971) 357,174
--------- ----------
NET INCOME (LOSS) $ (92,007) $ 427,165
========= ==========
51
<PAGE> 52
FIRST VENTURE
(A LIMITED PARTNERSHIP)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
DECEMBER 31, 1999, 1998 AND 1997
- --------------------------------------------------------------------------------
4 - LOANS RECEIVABLE 1999 1998
------- -------
Tango Bay Suites
Unsecured promissory note bearing
interest at 3% over prime issued in
connection with Tango Bay Suites
located in Orlando, Florida. The
note is due on demand or, if demand
is not sooner made, on December 31,
2002 (see Note 3). 1999 $731,124 $731,124
L-C Office Partnership IV
Unsecured promissory note bearing
interest at 2% over prime issued in
connection with the Dover Farms
Apartments located in North
Royalton, Ohio. The note is due on
demand or, if demand is not sooner
made, on December 31, 2002. 71,872 71,872
Lake Cook Office Development -
Building Four Limited Partnership
Unsecured promissory note bearing
interest at 2% over prime issued in
connection with the Dover Farms
Apartments located in North
Royalton, Ohio. The note is due on
demand or, if demand is not sooner
made, on December 31, 2002. 15,091 15,091
Arlington LLC
Unsecured promissory note bearing
interest at 9% issued in connection
with the purchase of land parcels
in Arlington Heights, Illinois. On
September 27, 1999, the loan was
converted to an equity interest in
Arlington LLC (see Note 3). - 1,001,118
XXI Office Plaza Associates
Unsecured promissory note bearing
interest at prime issued in
connection with Century XXI Office
Plaza located in Germantown,
Maryland. On August 10, 1999, the
loan was repaid in full. - 27,814
-------- ----------
$818,087 $1,847,019
======== ==========
5 - SHORT-TERM CASH INVESTMENTS
The Partnership considers certificates of deposit and commercial paper with
an original maturity of three months or less to be cash equivalents.
Included in short-term cash investments at December 31, 1999, are three
commercial paper investments from LaSalle National Corporation totaling
$3,905,000, which mature in January 2000. The commercial paper is
considered a held to maturity debt security and, accordingly, is recorded
at amortized cost, which approximates market value.
52
<PAGE> 53
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
DECEMBER 31, 1999, 1998 AND 1997
- --------------------------------------------------------------------------------
6 - MORTGAGES PAYABLE
The mortgages payable at December 31, 1999, consist of:
<TABLE>
<CAPTION>
ORIGINAL BALANCE
PRINCIPAL MONTHLY DECEMBER 31,
AMOUNT PAYMENTS 1999
------------- ---------- ------------
<S> <C> <C> <C>
180 North Michigan, 7.13%
due monthly to September 1,
2008 (a) $7,300,000 $ 49,206 $7,208,025
Naperville Office Court,
7.13% due monthly to
May 31, 2008 (b) 4,500,000 30,337 4,440,308
Highland Park Professional Building,
8.88% due monthly to
October 1, 2001 (c) 1,425,000 12,711 1,333,186
Oak Lawn Promenade,
7.25% due monthly to
September 1, 2008 (d) 2,790,000 19,033 2,759,999
Oak Lawn Square,
8.03% due monthly to
May 1, 2009 (e) 900,000 6,964 893,312
Broadway Festival, 8.20% due
monthly to July 31, 2000 (f) 2,750,000 23,346 2,466,814
Irving and Kimball, 7.58% due
monthly to April 30, 2008 (g) 1,325,000 9,337 1,307,388
Melrose and Kimball, 7.58% due
monthly to April 30, 2008 (h) 991,000 6,984 977,827
</TABLE>
<TABLE>
<CAPTION>
PRINCIPAL PAYMENTS
--------------------------------------------------------------------------------------
DURING YEAR ENDED DECEMBER 31,
--------------------------------------------------------------------------------------
2000 2001 2002 2003 2004 THEREAFTER
----------- ------------ ----------- ----------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
180 North Michigan, 7.13%
due monthly to September 1,
2008 (a) $ 79,506 $ 85,364 $ 91,653 $ 98,406 $ 105,656 $6,747,440
Naperville Office Court,
7.13% due monthly to
May 31, 2008 (b) 43,759 47,770 51,340 55,176 58,408 4,183,855
Highland Park Professional Building,
8.88% due monthly to
October 1, 2001 (c) 35,574 1,297,612 -- -- -- --
Oak Lawn Promenade,
7.25% due monthly to
September 1, 2008 (d) 25,838 28,394 30,553 32,876 34,810 2,607,528
Oak Lawn Square,
8.03% due monthly to
May 1, 2009 (e) 11,134 11,978 13,102 14,212 15,417 827,469
Broadway Festival, 8.20% due
monthly to July 31, 2000 (f) 2,466,814 -- -- -- -- --
Irving and Kimball, 7.58% due
monthly to April 30, 2008 (g) 11,714 12,940 13,970 15,082 16,002 1,237,680
Melrose and Kimball, 7.58% due
monthly to April 30, 2008 (h) 8,761 9,678 10,448 11,280 11,968 925,692
</TABLE>
<PAGE> 54
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- -------------------------------------------------------------------------------
DECEMBER 31, 1999, 1998 AND 1997
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
OUTSTANDING
ORIGINAL BALANCE
PRINCIPAL MONTHLY DECEMBER 31,
AMOUNT PAYMENTS 1999
------------- --------- -------------
<S> <C> <C> <C> <C> <C>
Archer and Central, 7.42% due
monthly to April 30, 2008 (i) $ 2,350,000 $ 16,303 $ 2,317,506
Diversey and Sheffield, 7.95%
due monthly to May 1, 2009 (j) 1,300,000 9,990 1,290,182
209 West Jackson,
8.95% due October 1, 2004 (k) 10,000,000 68,888 8,590,814
Evergreen Commons, 7.88% due
April 30, 2004 (l) 530,000 4,516 455,810
Harlem and North Shopping Center,
7.27% due monthly to July 1,
2008 (m) 2,550,000 17,430 2,517,293
Waterfall Plaza, 9.65% due monthly
to April 1, 2002 (n) 2,100,000 12,232 2,082,293
----------- ----------- -----------
TOTAL 38,640,757
===========
Fair market value
acquisition adjustment (n) (396,485)
-----------
TOTAL OUTSTANDING MORTGAGE BALANCE $38,244,272
===========
</TABLE>
<TABLE>
<CAPTION>
PRINCIPAL PAYMENTS
---------------------------------------------------------------------------------------
DURING YEAR ENDED DECEMBER 31,
---------------------------------------------------------------------------------------
2000 2001 2002 2003 2004 THEREAFTER
------------- ------------ ----------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Archer and Central, 7.42% due
monthly to April 30, 2008 (i) $ 21,564 $ 23,751 $ 25,601 $ 27,595 $ 29,657 $ 2,189,338
Diversey and Sheffield, 7.95%
due monthly to May 1, 2009 (j) 16,016 17,363 18,824 20,407 22,124 1,195,448
209 West Jackson,
8.95% due October 1, 2004 (k) 76,262 76,795 83,916 91,697 8,262,144 --
Evergreen Commons, 7.88% due
April 30, 2004 (l) 17,710 19,157 20,722 22,416 375,805 --
Harlem and North Shopping Center,
7.27% due monthly to July 1,
2008 (m) 23,921 26,286 28,290 30,447 32,252 2,376,097
Waterfall Plaza, 9.65% due monthly
to April 1, 2002 (n) -- -- 2,082,293 -- -- --
----------- ----------- ----------- ----------- ----------- -----------
TOTAL $ 2,838,573 $ 1,657,088 $ 2,470,712 $ 419,594 $ 8,964,243 $22,290,547
=========== =========== =========== =========== =========== ===========
Fair market value
acquisition adjustment (n)
TOTAL OUTSTANDING MORTGAGE BALANCE
</TABLE>
54
<PAGE> 55
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
DECEMBER 31, 1999, 1998 AND 1997
- --------------------------------------------------------------------------------
(a) A balloon payment of $6,283,329 will be due September 1, 2008.
(b) A balloon payment of $3,946,123 will be due May 31, 2008.
(c) A balloon payment of $1,265,467 will be due October 1, 2001.
(d) A balloon payment of $2,488,069 will be due September 1, 2008.
(e) A balloon payment of $752,450 will be due May 1, 2009.
(f) A balloon payment of $2,413,643 will be due July 31, 2000.
(g) A balloon payment of $1,182,705 will be due April 30, 2008.
(h) A balloon payment of $884,574 will be due April 30, 2008.
(i) A balloon payment of $2,088,988 will be due April 30, 2008.
(j) A balloon payment of $1,080,175 will be due May 1, 2009.
(k) A balloon payment of $8,205,523 will be due October 1, 2004. The
original principal amount of $10,000,000 is divided into two notes.
The first note is for $8,600,000, and the second note, an unfunded
line of credit, is for $1,400,000. No funds have been drawn on the
second note as of December 31, 1999.
(l) A balloon payment of $369,898 will be due April 30, 2004.
(m) A balloon payment of $2,257,812 will be due July 1, 2008.
(n) A balloon payment of $2,082,293 will be due April 1, 2002. The
balance of the loan reflected in the Partnership's financial
statements was adjusted to the fair market value of the property at
time of acquisition.
55
<PAGE> 56
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
DECEMBER 31, 1999, 1998 AND 1997
- --------------------------------------------------------------------------------
7 - RELATED PARTY TRANSACTIONS
Management and Other Fees
Management, leasing and consulting fees paid to M&J Wilkow, Ltd. and M&J
Wilkow Brokerage Corp. (companies whose principal shareholders are general
partners of the Partnership) for the years ended December 31, 1999, 1998
and 1997, were $1,105,123, $1,028,305 and $853,890, respectively.
At December 31, 1999 and 1998, $25,638 and $23,969, respectively, are owed
to M&J Wilkow, Ltd. for management, leasing and consulting fees.
Professional Fees
Professional fees paid during the years ended December 31, 1999, 1998 and
1997, to Wilkow & Wilkow, P.C. (a company owned by a general partner of the
Partnership) for services in the ordinary course of business were $40,244,
$33,343 and $32,787, respectively. For the years ended December 31, 1999,
1998 and 1997, $70,348, $64,401 and $84,731, respectively, were paid to M&J
Wilkow, Ltd. for services rendered in connection with legal, tax and
accounting matters.
Investments in Partnerships
The general partners and/or entities controlled or managed by one or more
of such partners have ownership interests in a majority of the real estate
projects in which the Partnership also has ownership interests.
Loans Payable
Loans payable to a general partner and certain limited partners in the
amount of $410,000 bore interest at the prime rate and were repaid on
October 10, 1998 (see also Note 3).
Rental Income
Rental income received from M&J Wilkow, Ltd. (a company whose principal
shareholders are partners of the Partnership) was $199,300, $175,530 and
$172,280 for the years ended December 31, 1999, 1998 and 1997,
respectively, under a lease for office space.
56
<PAGE> 57
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
DECEMBER 31, 1999, 1998 AND 1997
- --------------------------------------------------------------------------------
8 - RENTALS RECEIVABLE UNDER OPERATING LEASES
Minimum future rentals receivable by the Partnership on noncancelable
operating leases as of December 31, 1999, are as follows:
Year Ending
December 31, Total
2000 $ 9,045,000
2001 7,462,000
2002 6,259,000
2003 4,825,000
2004 3,333,000
Thereafter 6,736,000
----------
Total $37,660,000
==========
9 - PARTNERS' CAPITAL
At December 31, 1999, general partner units totaled 7,650 units and the
general partners also beneficially owned 3,388 limited partner units.
At December 31, 1998, general partner units totaled 7,650 units and the
general partners also beneficially owned 3,388 limited partner units.
On October 10, 1997, 8,056 limited partnership units owned by 52 partners
(out of a total of 470 partners) were redeemed as of October 1, 1997, at
the redemption rate of $40 per unit. The redemption price paid by the
Partnership was $322,240. After the redemption, there were 170,916 units
outstanding owned by 418 partners.
At December 31, 1997, general partner units totaled 7,550 units and the
general partners also beneficially owned 3,388 limited partner units.
10 - COMMITMENTS AND CONTINGENCIES
As of December 31, 1999, the Partnership has a revolving credit facility
with LaSalle National Bank which is secured by the Partnership's limited
partnership units in Duke Realty Limited Partnership (see Note 3). The
facility, due September 1, 2000, pays interest at the prime rate. Maximum
borrowings under the agreement are the lesser of $675,000 or 80% of the
fair market value of the Partnership's 50,502 units in Duke Realty Limited
Partnership (see Note 3). As of December 31, 1999, the amount outstanding
under this facility is $475,000, consisting of two unsecured letters of
credit for $80,000 and $280,000 with General Electric Capital Corporation
as beneficiary and one for $115,000 with the City of Arlington as
beneficiary.
57
<PAGE> 58
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
DECEMBER 31, 1999, 1998 AND 1997
- --------------------------------------------------------------------------------
As of December 31, 1999 and 1998, the Partnership, through its investment
in M&J/Retail Limited Partnership, is required to maintain a certificate of
deposit of $250,000 with LaSalle National Bank. The certificate of deposit
is maintained as collateral for two $250,000 letters of credit held by
Marketfair North, of which M&J/Retail Limited Partnership is an equity
holder.
As of December 31, 1997, the Partnership, through its investment in
M&J/Retail Limited Partnership, had a $600,000 installment note facility
from LaSalle National Bank. The note paid interest at the prime rate plus
1% per annum. The outstanding note amount of $207,442 was repaid in full in
February 1998. See Note 3 for additional commitments and contingencies.
11 - SUBSEQUENT EVENTS
In January 2000, the Partnership made a distribution in the amount of
$85,458, or $.50 per unit.
On February 24, 2000, the Partnership invested $880,000 to obtain an 18.92%
interest in M&J/Prospect Crossing Limited Partnership, which owns Centre at
Lake in the Hills, a shopping center located in Lake in the Hills,
Illinois.
58
<PAGE> 59
ITEM 9 - DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURES
None
PART III
ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following sets forth certain information with respect to each general
partner of the Registrant:
Name Position
---- --------
Marc R. Wilkow General Partner
Clifton J. Wilkow General Partner
Marc R. Wilkow has been in the real estate management and investment
business since 1977. He is also a lawyer and the sole stockholder of the law
firm of Wilkow & Wilkow, P.C. Clifton J. Wilkow has been involved in the
business of the Registrant since 1976. Also see "ITEM 1: Business Organization"
for further information.
There have been no proceedings of any kind involving bankruptcy,
criminality or restraint in the area of financial dealings against or otherwise
affecting any general partner during the last ten years.
The executive officers of the Registrant are its general partners. Their
names, ages, positions and relationships are listed below:
<TABLE>
<CAPTION>
Name Position Age Other Positions Relation to Other Officer
---- -------- --- --------------- -------------------------
<S> <C> <C> <C> <C>
Marc R. Wilkow General 50 General Counsel Brother of Clifton Wilkow
Partner
Clifton J. Wilkow General 47 None Brother of Marc Wilkow
Partner
</TABLE>
59
<PAGE> 60
ITEM 11 - EXECUTIVE COMPENSATION
The general partners do not receive any remuneration or other special
benefit directly from the Registrant; however, Marc R. and Clifton J. are
owners and shareholders of M&J Wilkow, Ltd., which receives management, leasing,
consulting and brokerage fees from each of the operating properties and/or
partnerships. In addition, the Registrant pays M&J Wilkow, Ltd. an asset
management fee. M&J Wilkow, Ltd. receives accounting and tax return preparation
fees based upon hourly service. Wilkow & Wilkow, P.C. also receives a retainer
for services rendered as general counsel to the Registrant and legal fees on an
hourly rate basis for professional services rendered beyond the scope of the
services contemplated by the retainer fee. Also see "ITEM 1: Business
Organization" for further information.
Options Granted to Management to Purchase Securities
There have been no options granted to management to purchase securities
from the Registrant.
Interest of Management and Others in Certain Transactions
For transactions to date, and those anticipated, reference is made to "ITEM
1: Business."
ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(a) No general partner holds 5% or more of any of the securities.
The following limited partners hold 5% or more of the Registrant's total
units:
Units Owned % of Total Units
----------- ----------------
William W. Wilkow Marital Trust 17,965 10.51%
Gisa W. Slonim Irrevocable Trust 11,779 6.89%
(b) The following table sets forth the equity securities of the Registrant
beneficially owned directly or indirectly by the general partners and
their spouses as a group (three persons) at December 31, 1999:
Amount
Beneficially Owned % of Owned
------------------ ----------
General Partnership Units 7,650 4.47%
Units of Limited
Partnership Interest 3,388 1.98%
60
<PAGE> 61
(c) There are no contractual arrangements known to the Registrant
including any pledge of securities of the Registrant, the operation of
the terms of which may at a subsequent date result in a change of
control of the Registrant. Wilkow & Wilkow, P.C., a professional
corporation owned by one of the general partners, acting in its
capacity as attorney and general counsel for the Registrant, was
involved with the Registrant in certain transactions.
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Management, leasing and consulting fees paid to M&J Wilkow, Ltd. and M&J
Wilkow Brokerage Corp. (companies whose principal shareholders are general
partners of the Registrant) for the years ended December 31, 1999, 1998 and
1997, were $1,105,123, $1,028,305 and $853,890, respectively (see Note 7 to
Consolidated Financial Statements).
Professional fees paid during the years ended December 31, 1999, 1998 and
1997, to Wilkow & Wilkow, P.C. for services in the ordinary course of business
were $40,244, $33,343 and $32,787, respectively. Legal, tax and accounting
services rendered in the years ended December 31, 1999, 1998 and 1997, by M&J
Wilkow, Ltd. were $70,348, $64,401 and $84,731, respectively.
The general partners and/or entities controlled or managed by one or more
of such partners have ownership interests in a majority of the real estate
projects in which the Registrant also has ownership interests.
61
<PAGE> 62
PART IV
ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) The following documents are filed as a part of this report:
1. The Index to Consolidated Financial Statements is set forth
on Page 27
<TABLE>
<CAPTION>
2. Financial Statement Schedules: Page No.
--------
<S> <C>
Independent Auditor's Report 28
Schedule VIII - Valuation and Qualifying Accounts and Reserves,
Years Ended December 31, 1999, 1998 and 1997 63
Schedule X - Supplementary Profit and Loss Information,
Years Ended December 31, 1999, 1998 and 1997 64
Schedule XI - Real Estate and Accumulated Depreciation,
Year Ended December 31, 1999 65
Notes to Schedule XI 69
Schedule XIII - Investments in, Equity in Earnings of,
and Drawings Received From Affiliates and Other Persons,
Years Ended December 31, 1999, 1998 and 1997 82
Schedules other than those listed above have been omitted
since they are either not applicable or not required or the
information is included elsewhere herein.
3. Exhibits: See Index to Exhibits on Page 92
(b) Reports on Form 8-K:
No reports on Form 8-K were filed by the Registrant during the
year ended December 31, 1999.
</TABLE>
62
<PAGE> 63
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
<TABLE>
<CAPTION>
COLUMN B COLUMN C COLUMN D COLUMN E
ADDITIONS
BALANCE AT CHARGED TO ALANCE AT
BEGINNING PROFIT OR CLOSE OF
OF YEAR INCOME OTHER DEDUCTIONS YEAR
------------- ------------ ----------- ------------ --------
<S> <C> <C> <C> <C> <C>
YEAR ENDED DECEMBER 31, 1997
Reserve for bad debts $ - $ - $ - $ - $ -
=========== =========== ========== =========== =======
Reserve for losses on loans $ - $ - $ - $ - $ -
=========== =========== ========== =========== =======
Reserve for valuation of investments $ - $ - $ - $ - $ -
=========== =========== ========== =========== =======
YEAR ENDED DECEMBER 31, 1998
Reserve for bad debts $ - $ - $ - $ - $ -
=========== =========== ========== =========== =======
Reserve for losses on loans $ - $ - $ - $ - $ -
=========== =========== ========== =========== =======
Reserve for valuation of investments $ - $ - $ - $ - $ -
=========== =========== ========== =========== =======
YEAR ENDED DECEMBER 31, 1999
Reserve for bad debts $ - $ - $ - $ - $ -
=========== =========== ========== =========== =======
Reserve for losses on loans $ - $ - $ - $ - $ -
=========== =========== ========== =========== =======
Reserve for valuation of investments $ - $ - $ - $ - $ -
=========== =========== ========== =========== =======
</TABLE>
63
<PAGE> 64
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
SCHEDULE X - SUPPLEMENTARY PROFIT AND LOSS INFORMATION
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
YEARS ENDED DECEMBER 31, 1999 1998 1997
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1. REPAIRS AND MAINTENANCE
Name of property:
180 North Michigan $ 382,422 $ 412,461 $ 386,750
Naperville Office Court 38,793 51,569 46,011
209 West Jackson 67,651 - -
Highland Park Professional Building 36,788 44,448 55,057
Waterfall Plaza 10,773 13,600 6,687
Nine Retail Centers 148,992 146,680 89,549
-------------- -------------- -------------
TOTAL $ 685,419 $ 668,758 $ 584,054
============= ============== =============
2. DEPRECIATION, DEPLETION AND AMORTIZATION
OF FIXED AND INTANGIBLE ASSETS
Depreciation expense $ 1,484,467 $ 1,433,181 $ 1,412,264
Amortization expense 324,741 397,131 340,821
------------- -------------- -------------
TOTAL $ 1,809,208 $ 1,830,312 $ 1,753,085
============= ============== =============
3. TAXES, OTHER THAN INCOME TAXES
Real estate taxes:
23 East Flagler - Department Store $ - $ - $ 62,753
Fairplay Foods 130,600 238,367 235,062
180 North Michigan 665,976 601,479 730,583
Naperville Office Court 106,175 110,121 111,196
Highland Park Professional Building 47,526 48,201 44,170
Nine Retail Centers 1,111,024 1,133,580 1,118,974
Waterfall Plaza 145,342 134,700 138,850
209 West Jackson 60,378 - -
-------------- -------------- ---------------
Total 2,267,021 2,266,448 2,441,588
Florida sales taxes - 5,965 4,478
------------- -------------- --------------
TOTAL $ 2,267,021 $ 2,272,413 $ 2,446,066
============= ============== ==============
4. MANAGEMENT FEES $ 734,942 $ 683,536 $ 655,936
============= ============== ==============
5. RENTS
Ground rent - 180 North Michigan $ 11,855 $ 11,855 $ 11,855
============== =============== ==============
64
</TABLE>
<PAGE> 65
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
SCHEDULE XI - REAL ESTATE AND ACCUMULATED DEPRECIATION
- -------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31, 1999
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
INITIAL COST TO COST CAPITALIZED
COMPANY SUBSEQUENT TO ACQUISITION
------------------------- ------------------------
BUILDINGS
AND CARRYING
DESCRIPTION ENCUMBRANCES LAND IMPROVEMENTS IMPROVEMENTS COST
-------------- -------------- ----------- ------------ ------------ --------
<S> <C> <C> <C> <C> <C> <C>
Naperville Office Court, Office
Naperville, Illinois Building $ 4,440,308 $ 1,796,459 $ 3,321,535 $ 2,258,749 $ --
180 North Michigan, Office
Chicago, Illinois Building 7,208,025 1,061,120 6,550,000 6,850,521 --
Highland Park Professional Building, Office
Highland Park, Illinois Building (A) 1,333,186 158,000 2,028,750 1,681,694 --
Waterfall Plaza, Shopping
Orland Park, Illinois Center 1,685,808 317,400 1,165,643 562,940 --
209 West Jackson, Office
Chicago, Illinois Building (C) 8,590,814 1,172,490 10,552,406 49,368 --
</TABLE>
65
<PAGE> 66
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
SCHEDULE XI - REAL ESTATE AND ACCUMULATED DEPRECIATION - Continued
- -------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31, 1999
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
INITIAL COST TO COST CAPITALIZED
COMPANY SUBSEQUENT TO ACQUISITION
------------------------- ---------------------------
BUILDINGS
AND CARRYING
DESCRIPTION ENCUMBRANCES LAND IMPROVEMENTS IMPROVEMENTS COST
------------- -------------- -------- -------------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C>
Nine Strip Shopping Centers:
Oak Lawn Promenade, Shopping
Oak Lawn, Illinois Center (B) $ 2,759,999 $ 429,456 $ 3,865,100 $ 310,601 $ --
Oak Lawn Square, Shopping
Oak Lawn, Illinois Center (B) 893,312 136,325 1,226,921 218,521 --
Broadway Festival, Shopping
Chicago, Illinois Center (B) 2,466,814 291,777 2,625,999 254,459 --
Irving and Kimball, Shopping
Chicago, Illinois Center (B) 1,307,388 180,521 1,624,686 162,632 --
Melrose and Kimball, Shopping
Chicago, Illinois Center (B) 977,827 155,195 1,396,752 -- --
Archer and Central, Shopping
Chicago, Illinois Center (B) 2,317,506 267,483 2,407,344 210,202 --
Evergreen Commons, Shopping
Evergreen Park, Illinois Center (B) 455,810 70,307 632,760 60,208 --
Diversey and Sheffield, Shopping
Chicago, Illinois Center (B) 1,290,182 203,013 1,827,111 75,924 --
Harlem and North Shopping Center, Shopping
Oak Park, Illinois Center (B) 2,517,293 310,000 2,790,000 187,596 --
----------- ----------- ----------- ----------- ----------
Total $38,244,272 $ 6,549,546 $42,015,007 $12,883,415 $ --
=========== =========== =========== =========== ==========
</TABLE>
See Notes 1, 2 and 3 accompanying Schedule XI.
(A) Owned by M&J/Sheridan Limited Partnership; 89%-owned subsidiary of First
Wilkow Venture.
(B) Owned by M&J/Retail Limited Partnership; 53%-owned subsidiary of First
Wilkow Venture.
(C) Owned by 209 West Jackson LLC; 71%-owned subsidiary of First Wilkow
Venture.
66
<PAGE> 67
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
SCHEDULE XI - REAL ESTATE AND ACCUMULATED DEPRECIATION - Continued
- -------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31, 1999
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
GROSS AMOUNT AT WHICH CARRIED AT
DECEMBER 31, 1999
------------------------------------------
BUILDINGS LIFE ON WHICH
AND ACCUMULATED DATE OF DATE DEPRECIATION
LAND IMPROVEMENTS TOTAL DEPRECIATION CONSTRUCTION ACQUIRED IS COMPUTED
------------- ------------ ------------- ------------ ------------ -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Naperville Office Court,
Naperville, Illinois $ 1,796,459 $ 5,580,284 $ 7,376,743 $ 2,371,852 1980 1986 25 Years
180 North Michigan,
Chicago, Illinois 1,061,120 13,400,521 14,461,641 8,018,333 1926 1968 35 Years
Renovated in 1967
Highland Park Professional Building,
Highland Park, Illinois 158,000 3,710,444 3,868,444 1,273,228 1931 1988 30 Years
Renovated in 1972
Waterfall Plaza,
Orland Park, Illinois 317,400 1,728,583 2,045,983 269,048 1980 1993 40 Years
209 West Jackson,
Chicago, Illinois 1,172,490 10,601,774 11,774,264 54,960 1898 1999 40 Years
Renovated in 1989
</TABLE>
67
<PAGE> 68
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
SCHEDULE XI - REAL ESTATE AND ACCUMULATED DEPRECIATION - Continued
- -------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31, 1999
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
GROSS AMOUNT AT WHICH CARRIED AT
DECEMBER 31, 1999
BUILDINGS LIFE ON WHICH
AND ACCUMULATED DATE OF DATE DEPRECIATION
LAND IMPROVEMENTS TOTAL DEPRECIATION CONSTRUCTION ACQUIRED IS COMPUTED
----------- ------------ --------- ------------- ------------ --------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Nine Strip Shopping Centers:
Oak Lawn Promenade,
Oak Lawn, Illinois $ 429,456 $ 4,175,701 $ 4,605,157 $ 1,256,411 1986 1987 40 Years
Oak Lawn Square,
Oak Lawn, Illinois 136,325 1,445,442 1,581,767 413,524 1982 1987 40 Years
Broadway Festival,
Chicago, Illinois 291,777 2,880,458 3,172,235 856,421 1984 1987 40 Years
Irving and Kimball,
Chicago, Illinois 180,521 1,787,318 1,967,839 491,890 1987 1988 40 Years
Melrose and Kimball,
Chicago, Illinois 155,195 1,396,752 1,551,947 410,299 1987 1988 40 Years
Archer and Central,
Chicago, Illinois 267,483 2,617,546 2,885,029 747,767 1985 1988 40 Years
Evergreen Commons,
Evergreen Park, Illinois 70,307 692,968 763,275 190,048 1987 1988 40 Years
Diversey and Sheffield,
Chicago, Illinois 203,013 1,903,035 2,106,048 507,551 1984 1989 40 Years
Harlem and North Shopping Center,
Oak Park, Illinois 310,000 2,977,596 3,287,596 470,019 1980 1993 40 Years
----------- ----------- ----------- ----------
TOTAL $ 6,549,546 $54,898,422 $61,447,968 17,331,351
=========== =========== =========== ==========
</TABLE>
68
<PAGE> 69
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
SCHEDULE XI - REAL ESTATE AND ACCUMULATED DEPRECIATION - Continued
- -------------------------------------------------------------------------------
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1 - RECONCILIATION OF COSTS OF REAL ESTATE DURING EACH
OF THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
BALANCE AT BALANCE
BEGINNING OF ADDITION OTHER CHARGES AT END
YEAR AT COST RETIREMENTS ADD (DEDUCT) OF YEAR
------------ --------- ----------- ------------ ---------
<S> <C> <C> <C> <C> <C>
BUILDINGS AND IMPROVEMENTS -
YEAR ENDED DECEMBER 31, 1999
Fairplay Foods,
Chicago, Illinois $ 1,562,842 $ -- $ 1,562,842 $ -- $ --
Naperville Office Court,
Naperville, Illinois 5,532,583 47,701 -- -- 5,580,284
180 North Michigan,
Chicago, Illinois 12,877,269 983,838 460,586 -- 13,400,521
Highland Park Professional Building,
Highland Park, Illinois 3,693,350 17,094 -- -- 3,710,444
Waterfall Plaza,
Orland Park, Illinois 1,672,320 56,263 -- -- 1,728,583
209 West Jackson,
Chicago, Illinois -- 10,601,774 -- -- 10,601,774
</TABLE>
69
<PAGE> 70
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
SCHEDULE XI - REAL ESTATE AND ACCUMULATED DEPRECIATION - Continued
- -------------------------------------------------------------------------------
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
BALANCE AT BALANCE
BEGINNING OF ADDITION OTHER CHARGES AT END
YEAR AT COST RETIREMENTS ADD (DEDUCT) OF YEAR
------------- -------- ------------ -------------- ---------
<S> <C> <C> <C> <C> <C>
Ten Strip Shopping Centers:
Oak Lawn Promenade,
Oak Lawn, Illinois $ 3,966,292 $ 209,409 $ -- $ -- $ 4,175,701
Oak Lawn Square,
Oak Lawn, Illinois 1,433,329 12,113 -- -- 1,445,442
Broadway Festival,
Chicago, Illinois 3,445,751 9,975 575,268 -- 2,880,458
Irving and Kimball,
Chicago, Illinois 1,787,318 -- -- -- 1,787,318
Melrose and Kimball,
Chicago, Illinois 1,396,752 -- -- -- 1,396,752
Archer and Central,
Chicago, Illinois 2,617,546 -- -- -- 2,617,546
Evergreen Commons,
Evergreen Park, Illinois 678,793 14,175 -- -- 692,968
111th and Western,
Chicago, Illinois 754,896 -- 754,896 -- --
Diversey and Sheffield,
Chicago, Illinois 2,359,026 8,809 464,800 -- 1,903,035
Harlem and North Shopping Center,
Oak Park, Illinois 2,977,596 -- -- -- 2,977,596
----------- ----------- ----------- -------------- -----------
TOTAL $46,755,663 $11,961,151 $ 3,818,392 $ -- $54,898,422
=========== =========== =========== ============== ===========
</TABLE>
70
<PAGE> 71
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
SCHEDULE XI - REAL ESTATE AND ACCUMULATED DEPRECIATION - Continued
- -------------------------------------------------------------------------------
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1 - RECONCILIATION OF COSTS OF REAL ESTATE DURING EACH
OF THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
BALANCE AT BALANCE
BEGINNING OF ADDITION OTHER CHARGES AT END
YEAR AT COST RETIREMENTS ADD (DEDUCT) OF YEAR
------------- ----------- ------------ ------------- ----------
<S> <C> <C> <C> <C> <C>
BUILDINGS AND IMPROVEMENTS -
YEAR ENDED DECEMBER 31, 1998
23 East Flagler - Department Store,
Miami, Florida $ 783,469 $ -- $ 783,469 $ -- $ --
Fairplay Foods,
Chicago, Illinois 1,562,842 -- -- -- 1,562,842
Naperville Office Court,
Naperville, Illinois 5,332,777 199,806 -- -- 5,532,583
180 North Michigan,
Chicago, Illinois 12,690,030 414,387 227,148 -- 12,877,269
Freeport Office,
Dallas, Texas -- -- -- -- --
Highland Park Professional Building,
Highland Park, Illinois 3,646,185 47,165 -- -- 3,693,350
Waterfall Plaza,
Orland Park, Illinois 1,672,320 -- -- -- 1,672,320
</TABLE>
71
<PAGE> 72
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
SCHEDULE XI - REAL ESTATE AND ACCUMULATED DEPRECIATION - Continued
- -------------------------------------------------------------------------------
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
BALANCE AT BALANCE
BEGINNING OF ADDITION OTHER CHARGES AT END
YEAR AT COST RETIREMENTS ADD (DEDUCT) OF YEAR
----------- ----------- -------------- -------------- -----------
<S> <C> <C> <C> <C> <C>
Ten Strip Shopping Centers:
Oak Lawn Promenade,
Oak Lawn, Illinois $ 3,966,292 $ -- $ -- $ -- $ 3,966,292
Oak Lawn Square,
Oak Lawn, Illinois 1,394,843 38,486 -- -- 1,433,329
Broadway Festival,
Chicago, Illinois 3,358,499 87,252 -- -- 3,445,751
Irving and Kimball,
Chicago, Illinois 1,782,999 4,319 -- -- 1,787,318
Melrose and Kimball,
Chicago, Illinois 1,396,752 -- -- -- 1,396,752
Archer and Central,
Chicago, Illinois 2,617,546 -- -- -- 2,617,546
Evergreen Commons,
Evergreen Park, Illinois 652,760 26,033 -- -- 678,793
111th and Western,
Chicago, Illinois 754,896 -- -- -- 754,896
Diversey and Sheffield,
Chicago, Illinois 2,307,879 51,147 -- -- 2,359,026
Harlem and North Shopping Center,
Oak Park, Illinois 2,942,155 35,441 -- -- 2,977,596
----------- ----------- -------------- -------------- -----------
TOTAL $46,862,244 $ 904,036 $ 1,010,617 $ -- $46,755,663
=========== =========== ============== ============== ===========
</TABLE>
72
<PAGE> 73
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
SCHEDULE XI - REAL ESTATE AND ACCUMULATED DEPRECIATION - Continued
- -------------------------------------------------------------------------------
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1 - RECONCILIATION OF COSTS OF REAL ESTATE DURING EACH
OF THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997 - Continued
BALANCE AT BALANCE
BEGINNING OF ADDITION OTHER CHARGES AT END
YEAR AT COST RETIREMENTS ADD (DEDUCT) OF YEAR
----------- ----------- -------------- -------------- -----------
<S> <C> <C> <C> <C> <C>
BUILDINGS AND IMPROVEMENTS -
YEAR ENDED DECEMBER 31, 1997
23 East Flagler - Department Store,
Miami, Florida $ 695,759 $ 87,710 $ -- $ -- $ 783,469
Fairplay Foods,
Chicago, Illinois 1,562,842 -- -- -- 1,562,842
Naperville Office Court,
Naperville, Illinois 5,280,411 52,366 -- -- 5,332,777
180 North Michigan,
Chicago, Illinois 11,995,525 694,505 -- -- 12,690,030
Freeport Office,
Dallas, Texas -- -- -- -- --
Highland Park Professional Building,
Highland Park, Illinois 3,567,887 78,298 -- -- 3,646,185
Waterfall Plaza,
Orland Park, Illinois 1,672,320 -- -- -- 1,672,320
</TABLE>
73
<PAGE> 74
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
SCHEDULE XI - REAL ESTATE AND ACCUMULATED DEPRECIATION - Continued
- -------------------------------------------------------------------------------
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
BALANCE AT BALANCE
BEGINNING OF ADDITION OTHER CHARGES AT END
YEAR AT COST RETIREMENTS ADD (DEDUCT) OF YEAR
----------- ----------- -------------- -------------- -----------
<S> <C> <C> <C> <C> <C>
Ten Strip Shopping Centers:
Oak Lawn Promenade,
Oak Lawn, Illinois $ 3,894,692 $ 71,600 $ -- $ -- $ 3,966,292
Oak Lawn Square,
Oak Lawn, Illinois 1,313,304 81,539 -- -- 1,394,843
Broadway Festival,
Chicago, Illinois 3,358,499 -- -- -- 3,358,499
Irving and Kimball,
Chicago, Illinois 1,727,824 55,175 -- -- 1,782,999
Melrose and Kimball,
Chicago, Illinois 1,396,752 -- -- -- 1,396,752
Archer and Central,
Chicago, Illinois 2,617,546 -- -- -- 2,617,546
Evergreen Commons,
Evergreen Park, Illinois 652,760 -- -- -- 652,760
111th and Western,
Chicago, Illinois 686,652 68,244 -- -- 754,896
Diversey and Sheffield,
Chicago, Illinois 2,307,879 -- -- -- 2,307,879
Harlem and North Shopping Center,
Oak Park, Illinois 2,942,155 -- -- -- 2,942,155
----------- ----------- -------------- -------------- -----------
TOTAL $45,672,807 $ 1,189,437 $ -- $ -- $46,862,244
=========== =========== ============== ============== ===========
</TABLE>
74
<PAGE> 75
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
SCHEDULE XI - REAL ESTATE AND ACCUMULATED DEPRECIATION - Continued
- -------------------------------------------------------------------------------
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
2 - RECONCILIATIONS OF ACCUMULATED DEPRECIATION OF REAL ESTATE
DURING EACH OF THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
BALANCE AT BALANCE
BEGINNING OF ADDITION OTHER CHARGES AT END
YEAR AT COST RETIREMENTS ADD (DEDUCT) OF YEAR
------------ -------- ----------- ------------- -------
<S> <C> <C> <C> <C> <C>
YEAR ENDED DECEMBER 31, 1999
Fairplay Foods,
Chicago, Illinois $1,562,842 $ -- $1,562,842 $ -- $ --
Naperville Office Court,
Naperville, Illinois 2,152,479 219,373 -- -- 2,371,852
180 North Michigan,
Chicago, Illinois 7,965,439 513,480 460,586 -- 8,018,333
Highland Park Professional Building,
Highland Park, Illinois 1,144,526 128,702 -- -- 1,273,228
Waterfall Plaza,
Orland Park, Illinois 226,512 42,536 -- -- 269,048
209 West Jackson,
Chicago, Illinois -- 54,960 -- -- 54,960
</TABLE>
75
<PAGE> 76
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
SCHEDULE XI - REAL ESTATE AND ACCUMULATED DEPRECIATION - Continued
- -------------------------------------------------------------------------------
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
BALANCE AT BALANCE
BEGINNING OF ADDITION OTHER CHARGES AT END
YEAR AT COST RETIREMENTS ADD (DEDUCT) OF YEAR
----------- ----------- ----------- -------------- -----------
<S> <C> <C> <C> <C> <C>
Ten Strip Shopping Centers:
Oak Lawn Promenade,
Oak Lawn, Illinois $ 1,156,943 $ 99,468 $ -- $ -- $ 1,256,411
Oak Lawn Square,
Oak Lawn, Illinois 377,441 36,083 -- -- 413,524
Broadway Festival,
Chicago, Illinois 949,849 75,555 168,983 -- 856,421
Irving and Kimball,
Chicago, Illinois 447,207 44,683 -- -- 491,890
Melrose and Kimball,
Chicago, Illinois 375,380 34,919 -- -- 410,299
Archer and Central,
Chicago, Illinois 682,328 65,439 -- -- 747,767
Evergreen Commons,
Evergreen Park, Illinois 173,004 17,044 -- -- 190,048
111th and Western,
Chicago, Illinois 186,730 18,872 205,602 -- --
Diversey and Sheffield,
Chicago, Illinois 575,953 50,703 119,105 -- 507,551
Harlem and North Shopping Center,
Oak Park, Illinois 395,579 74,440 -- -- 470,019
----------- ----------- ----------- -------------- -----------
TOTAL $18,372,212 $ 1,476,257 $ 2,517,118 $ -- $17,331,351
=========== =========== =========== ============== ===========
</TABLE>
76
<PAGE> 77
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
SCHEDULE XI - REAL ESTATE AND ACCUMULATED DEPRECIATION - Continued
- -------------------------------------------------------------------------------
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
2 - RECONCILIATIONS OF ACCUMULATED DEPRECIATION OF REAL ESTATE DURING EACH OF
THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
BALANCE AT BALANCE
BEGINNING OF ADDITION OTHER CHARGES AT END
YEAR AT COST RETIREMENTS ADD (DEDUCT) OF YEAR
----------- ----------- ----------- -------------- -----------
<S> <C> <C> <C> <C> <C>
YEAR ENDED DECEMBER 31, 1998
23 East Flagler - Department Store,
Miami, Florida $ 695,759 $ -- $ 695,759 $ -- $ --
Fairplay Foods,
Chicago, Illinois 1,562,842 -- -- -- 1,562,842
Naperville Office Court,
Naperville, Illinois 1,936,004 216,475 -- -- 2,152,479
180 North Michigan,
Chicago, Illinois 7,688,546 504,041 227,148 -- 7,965,439
Freeport Office,
Dallas, Texas -- -- -- -- --
Highland Park Professional Building,
Highland Park, Illinois 1,016,901 127,625 -- -- 1,144,526
Waterfall Plaza,
Orland Park, Illinois 184,704 41,808 -- -- 226,512
</TABLE>
77
<PAGE> 78
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
SCHEDULE XI - REAL ESTATE AND ACCUMULATED DEPRECIATION - Continued
- -------------------------------------------------------------------------------
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
BALANCE AT BALANCE
BEGINNING OF ADDITION OTHER CHARGES AT END
YEAR AT COST RETIREMENTS ADD (DEDUCT) OF YEAR
------------ -------- ----------- ------------- -------
<S> <C> <C> <C> <C> <C>
Ten Strip Shopping Centers:
Oak Lawn Promenade,
Oak Lawn, Illinois $ 1,057,786 $ 99,157 $ -- $ -- $ 1,156,943
Oak Lawn Square,
Oak Lawn, Illinois 342,188 35,253 -- -- 377,441
Broadway Festival,
Chicago, Illinois 864,757 85,092 -- -- 949,849
Irving and Kimball,
Chicago, Illinois 402,598 44,609 -- -- 447,207
Melrose and Kimball,
Chicago, Illinois 340,461 34,919 -- -- 375,380
Archer and Central,
Chicago, Illinois 616,889 65,439 -- -- 682,328
Evergreen Commons,
Evergreen Park, Illinois 156,487 16,517 -- -- 173,004
111th and Western,
Chicago, Illinois 167,858 18,872 -- -- 186,730
Diversey and Sheffield,
Chicago, Illinois 517,402 58,551 -- -- 575,953
Harlem and North Shopping Center,
Oak Park, Illinois 321,222 74,357 -- -- 395,579
----------- ----------- -------------- -------------- -----------
TOTAL $17,872,404 $ 1,422,715 $ 922,907 $ -- $18,372,212
=========== =========== ============== ============== ===========
</TABLE>
78
<PAGE> 79
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
SCHEDULE XI - REAL ESTATE AND ACCUMULATED DEPRECIATION - Continued
- -------------------------------------------------------------------------------
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
- -------------------------------------------------------------------------------
2 - RECONCILIATIONS OF ACCUMULATED DEPRECIATION OF REAL ESTATE
DURING EACH OF THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
<TABLE>
<CAPTION>
BALANCE AT BALANCE
BEGINNING OF ADDITION OTHER CHARGES AT END
YEAR AT COST RETIREMENTS ADD (DEDUCT) OF YEAR
----------- ----------- ----------- -------------- -----------
<S> <C> <C> <C> <C> <C>
YEAR ENDED DECEMBER 31, 1997
23 East Flagler - Department Store,
Miami, Florida $ 695,759 $ -- $ -- $ -- $ 695,759
Fairplay Foods,
Chicago, Illinois 1,562,842 -- -- -- 1,562,842
Naperville Office Court,
Naperville, Illinois 1,724,097 211,907 -- -- 1,936,004
180 North Michigan,
Chicago, Illinois 7,189,911 498,635 -- -- 7,688,546
Freeport Office,
Dallas, Texas -- -- -- -- --
Highland Park Professional Building,
Highland Park, Illinois 891,655 125,246 -- -- 1,016,901
Waterfall Plaza,
Orland Park, Illinois 142,896 41,808 -- -- 184,704
</TABLE>
79
<PAGE> 80
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
SCHEDULE XI - REAL ESTATE AND ACCUMULATED DEPRECIATION - Continued
- -------------------------------------------------------------------------------
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
BALANCE AT BALANCE
BEGINNING OF ADDITION OTHER CHARGES AT END
YEAR AT COST RETIREMENTS ADD (DEDUCT) OF YEAR
----------- ----------- -------------- -------------- -----------
<S> <C> <C> <C> <C> <C>
Ten Strip Shopping Centers:
Oak Lawn Promenade,
Oak Lawn, Illinois $ 959,918 $ 97,868 $ -- $ -- $ 1,057,786
Oak Lawn Square,
Oak Lawn, Illinois 308,461 33,727 -- -- 342,188
Broadway Festival,
Chicago, Illinois 780,794 83,963 -- -- 864,757
Irving and Kimball,
Chicago, Illinois 359,073 43,525 -- -- 402,598
Melrose and Kimball,
Chicago, Illinois 305,542 34,919 -- -- 340,461
Archer and Central,
Chicago, Illinois 551,450 65,439 -- -- 616,889
Evergreen Commons,
Evergreen Park, Illinois 140,168 16,319 -- -- 156,487
111th and Western,
Chicago, Illinois 150,205 17,653 -- -- 167,858
Diversey and Sheffield,
Chicago, Illinois 459,705 57,697 -- -- 517,402
Harlem and North Shopping Center,
Oak Park, Illinois 247,666 73,556 -- -- 321,222
----------- ----------- -------------- -------------- -----------
TOTAL $16,470,142 $ 1,402,262 $ -- $ -- $17,872,404
=========== =========== ============== ============== ===========
</TABLE>
80
<PAGE> 81
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
SCHEDULE XI - REAL ESTATE AND ACCUMULATED DEPRECIATION - Continued
- -------------------------------------------------------------------------------
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
- -------------------------------------------------------------------------------
3 - BASIS OF REAL ESTATE FOR FEDERAL INCOME TAX PURPOSES
BUILDINGS
AND
LAND IMPROVEMENTS
----------- ------------
(A)
First Wilkow Venture:
180 North Michigan $ 1,080,374 $ 5,460,789
Naperville Office Court 301,349 1,932,565
Waterfall Plaza 243,321 592,512
----------- -----------
Subtotal 1,625,044 7,985,866
----------- -----------
Subsidiaries:
Highland Park Professional Building 158,000 2,633,583
Nine Strip Shopping Centers:
Harlem and North Shopping Center 321,384 2,610,538
Oak Lawn Promenade 429,456 2,919,287
Oak Lawn Square 136,325 1,031,921
Broadway Festival 291,777 2,024,033
Irving and Kimball 180,521 1,295,426
Melrose and Kimball 155,195 986,453
Archer and Central 267,483 1,869,780
Evergreen Commons 70,307 502,919
Diversey and Sheffield 203,013 1,395,490
----------- -----------
Subtotal 2,213,461 17,269,430
----------- -----------
Total Consolidated $ 3,838,505 $25,255,296
=========== ===========
(A) Net of accumulated depreciation
81
<PAGE> 82
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
SCHEDULE XIII - INVESTMENTS IN, EQUITY IN EARNINGS OF, AND
DRAWINGS RECEIVED FROM AFFILIATES AND OTHER PERSONS
- -------------------------------------------------------------------------------
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
- -------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31, 1999:
<TABLE>
<CAPTION>
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
----------- --------- --------- ---------
BALANCE AT ADDITIONS DEDUCTIONS BALANCE
BEGINNING OF --------------------------- ------------------------------------ AT END
YEAR INCOME OTHER LOSS DRAWS OTHER OF YEAR
---------- -------------- ------------ ------------ ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
INVESTMENTS IN PARTNERSHIPS ACCOUNTED
FOR BY THE EQUITY METHOD
Registrant:
L-C Office Partnership IV $ 235,476 $ 9,736 $ 60,379(A) $ -- $ 9,736 $ -- $ 295,855
Realdal Venture -- -- -- -- -- -- --
M&J/Westwood Limited Partnership -- -- -- -- -- -- --
XXI Office Plaza Associates 509,007 561,557(C) -- 59,579 13,485 997,500 --
M&J/Quorum Associates -- -- -- -- -- -- --
Hawdel Limited Partnership -- -- -- -- -- -- --
M&J/Grove Limited Partnership 514,047 139,888 -- -- 11,771 642,164
Rosemont 28 Limited Partnership 559,124 -- 8,251(A) 2,863 -- -- 564,512
First Ron Venture -- -- -- -- -- -- --
TOP Investors Limited Partnership -- -- -- -- -- --
Arlington LLC (D) -- -- 1,576,000(A) 80,000 -- -- 1,496,000
---------- ----------- ----------- ---------- ---------- ---------- ----------
Total Registrant 1,817,654 711,181 1,644,630 142,442 34,992 997,500 2,998,531
M&J/Crossroads Limited Partnership (B) -- -- -- -- -- -- --
---------- ----------- ----------- ---------- ---------- ---------- ----------
TOTAL INVESTMENTS - EQUITY METHOD $1,817,654 $ 711,181 $ 1,644,630 $ 142,442 $ 34,992 $ 997,500 $2,998,531
========== =========== =========== ========== ========== ========== ==========
</TABLE>
(A)Additional investment.
(B) Investment is owned by M&J/Retail Limited Partnership, which is consolidated
with the Registrant.
(C) Includes gain on disposition of investment.
(D) Includes investments by the Registrant and M&J/Retail Limited Partnership.
82
<PAGE> 83
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
SCHEDULE XIII - INVESTMENTS IN, EQUITY IN EARNINGS OF, AND
DRAWINGS RECEIVED FROM AFFILIATES AND OTHER PERSONS - Continued
- -------------------------------------------------------------------------------
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1999:
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
-------- -------- -------- ---------- --------
BALANCE AT ADDITIONS DEDUCTIONS BALANCE
BEGINNING OF ---------------------- ----------------------------- AT END
YEAR INCOME OTHER LOSS DRAWS OTHER OF YEAR
------------- ---------- ----------- -------- ---------- --------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
INVESTMENTS IN PARTNERSHIPS ACCOUNTED
FOR BY THE COST METHOD
M&J/Eden Prairie Limited Partnership $ 64,000 $ 10,400 $ 76,174 (B) $ 10,400 -- $140,174
Duke Realty Limited Partnership 235,654 72,578 -- -- 72,578 -- 235,654
Metro Class A Investors Limited
Partnership -- -- -- -- -- -- --
Park 100 Equity Investors Limited
Partnership -- -- -- -- -- -- --
Park 100 Mortgage Investors Limited
Partnership -- -- -- -- -- -- --
M&J/Largo Limited Partnership -- -- -- -- -- -- --
North LaSalle Street Limited Partnership -- -- -- -- -- -- --
Second Daltex Venture -- -- -- -- -- -- --
21st M&J Venture 99,900 -- -- 4,900 -- 95,000 --
222 Fee Associates 6,728 -- -- 623 6,105 -- --
5601 N. Sheridan Associates 29,916 5,040 -- -- 34,956 -- --
First Candlewick Associates 125,950 6,600 -- -- 6,600 -- 125,950
M&J/Two Market Associates -- -- -- -- -- -- --
Orhow Associates 70,000 -- -- 3,500 -- 66,500 --
Second Wilkow Venture 64,813 6,304 -- -- 6,304 -- 64,813
Wilkow/Retail Partners Limited Partnership 2,799 180 -- -- 180 -- 2,799
544 Arizona Associates -- -- -- -- -- -- --
Lake Cook Office Development IV 1,646 78 422(B) -- 78 -- 2,068
M&J/Hotel Investors Limited Partnership 200,000 24,000 -- -- 24,000 -- 200,000
M&J/Mid Oak Limited Partnership 70,000 6,300 -- -- 6,300 -- 70,000
Mid Oak Plaza LLC 10 -- -- -- -- -- 10
M&J/NCT Louisville LP -- -- 300,000 -- -- -- 300,000
</TABLE>
83
<PAGE> 84
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
SCHEDULE XIII - INVESTMENTS IN, EQUITY IN EARNINGS OF, AND
DRAWINGS RECEIVED FROM AFFILIATES AND OTHER PERSONS - Continued
- -------------------------------------------------------------------------------
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1999:
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
-------- -------- -------- ----------- --------
BALANCE AT ADDITIONS DEDUCTIONS BALANCE
BEGINNING OF ---------------------- ------------------------------------- AT END
YEAR INCOME OTHER LOSS DRAWS OTHER OF YEAR
------------ --------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
INVESTMENTS IN PARTNERSHIPS ACCOUNTED
FOR BY THE COST METHOD - Continued
Registrant:
Fifth Arizona Associates $ -- $ -- $ -- $ -- $ -- $ -- $ --
Fifth Orlando Associates -- -- -- -- -- -- --
Monterey Village Associates -- -- -- -- -- -- --
Pre-Vest Associates -- -- -- -- -- -- --
Seventh M&J Associates -- -- -- -- -- -- --
First Apollo Associates -- -- -- -- -- -- --
M&J/LaSalle Limited Partnership 6,480 -- -- -- -- -- 6,480
Wilkow/Grove Limited Partnership -- -- -- -- -- -- --
Wilkow/Metro Partners Limited
Partnership -- -- -- -- -- -- --
---------- ---------- ---------- ---------- ---------- ---------- ----------
Total Registrant 977,896 131,480 376,596 9,023 167,501 161,500 1,147,948
M&J/Clarkfair Limited Partnership (A) 415,000 -- (B) -- -- -- 415,000
Northlake Tower Limited Partnership (A) 750,000 90,654 -- -- 90,654 -- 750,000
---------- ---------- ---------- ---------- ---------- ---------- ----------
TOTAL INVESTMENTS - COST METHOD $2,142,896 $ 222,134 $ 376,596 $ 9,023 $ 258,155 $ 161,500 $2,312,948
========== ========== ========== ========== ========== ========== ==========
</TABLE>
(A) Investment is owned by M&J/Retail Limited Partnership, which is
consolidated with the Registrant.
(B) Additional investment.
84
<PAGE> 85
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
SCHEDULE XIII - INVESTMENTS IN, EQUITY IN EARNINGS OF, AND
DRAWINGS RECEIVED FROM AFFILIATES AND OTHER PERSONS
- -------------------------------------------------------------------------------
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1998:
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
-------- -------- -------- ----------- --------
BALANCE AT ADDITIONS DEDUCTIONS BALANCE
BEGINNING OF ----------------------- ----------------------------------- AT END
YEAR INCOME OTHER LOSS DRAWS OTHER OF YEAR
------------- ----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
INVESTMENTS IN PARTNERSHIPS ACCOUNTED
FOR BY THE EQUITY METHOD
Registrant:
L-C Office Partnership IV $ 175,097 $ 6,085 $ 60,379(A)$ -- $ 6,085 $ -- $ 235,476
Realdal Venture -- -- -- -- -- -- --
M&J/Westwood Limited Partnership -- -- -- -- -- -- --
XXI Office Plaza Associates 471,471 37,536 -- -- -- -- 509,007
M&J/Quorum Associates -- -- -- -- -- -- --
Hawdel Limited Partnership -- -- -- -- -- -- --
M&J/Grove Limited Partnership 557,023 -- -- 31,204 11,772 -- 514,047
Rosemont 28 Limited Partnership 558,092 -- 3,896(A) 2,864 -- -- 559,124
First Ron Venture -- -- -- -- -- -- --
TOP Investors Limited Partnership -- -- -- -- -- -- --
---------- ---------- ---------- ---------- ---------- ---------- ----------
Total Registrant 1,761,683 43,621 64,275 34,068 17,857 -- 1,817,654
M&J/Crossroads Limited Partnership (B) 217,673 283,394 -- -- 501,067 -- --
---------- ---------- ---------- ---------- ---------- ---------- ----------
TOTAL INVESTMENTS - EQUITY METHOD $1,979,356 $ 327,015 $ 64,275 $ 34,068 $ 518,924 $ -- $1,817,654
========== ========== ========== ========== ========== ========== ==========
</TABLE>
(A) Additional investment.
(B) Investment is owned by M&J/Retail Limited Partnership, which is consolidated
with the Registrant.
85
<PAGE> 86
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
SCHEDULE XIII - INVESTMENTS IN, EQUITY IN EARNINGS OF, AND
DRAWINGS RECEIVED FROM AFFILIATES AND OTHER PERSONS - Continued
- -------------------------------------------------------------------------------
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1998:
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
-------- -------- -------- ----------- --------
BALANCE AT
BEGINNING OF ADDITIONS DEDUCTIONS BALANCE
----------------------- ----------------------------------- AT END
YEAR INCOME OTHER LOSS DRAWS OTHER OF YEAR
------------- ---------- ----------- ----------- ----------- --------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
INVESTMENTS IN PARTNERSHIPS ACCOUNTED
FOR BY THE COST METHOD
M&J/Eden Prairie Limited Partnership -- $ 5,327 $ 64,000 (B) $ -- $ 5,327 $ -- $ 64,000
Duke Realty Limited Partnership 235,654 64,643 -- -- 64,643 -- 235,654
Metro Class A Investors Limited
Partnership -- -- -- -- -- -- --
Park 100 Equity Investors Limited
Partnership -- -- -- -- -- -- --
Park 100 Mortgage Investors Limited
Partnership -- -- -- -- -- -- --
M&J/Largo Limited Partnership -- -- -- -- -- --
North LaSalle Street Limited Partnership -- -- -- -- -- -- --
Second Daltex Venture -- -- -- -- -- -- --
21st M&J Venture 99,900 -- -- -- -- -- 99,900
222 Fee Associates 6,728 392 -- -- 392 -- 6,728
5601 N. Sheridan Associates 29,916 1,008 -- -- 1,008 -- 29,916
First Candlewick Associates 125,950 6,600 -- -- 6,600 -- 125,950
M&J/Two Market Associates -- -- -- -- -- -- --
Orhow Associates 70,000 -- -- -- -- -- 70,000
Second Wilkow Venture 64,813 5,418 -- -- 5,418 -- 64,813
Wilkow/Retail Partners Limited Partnership 2,799 165 -- -- 165 -- 2,799
544 Arizona Associates -- -- -- -- -- -- --
Lake Cook Office Development IV 1,224 49 422 (B) -- 49 -- 1,646
M&J/Hotel Investors Limited Partnership 200,000 22,734 -- (B) -- 22,734 -- 200,000
M&J/Mid Oak Limited Partnership 70,000 11,127 -- (B) -- 11,127 -- 70,000
Mid Oak Plaza LLC -- -- 10 (B) -- -- -- 10
</TABLE>
86
<PAGE> 87
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
SCHEDULE XIII - INVESTMENTS IN, EQUITY IN EARNINGS OF, AND
DRAWINGS RECEIVED FROM AFFILIATES AND OTHER PERSONS - Continued
- -------------------------------------------------------------------------------
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1998:
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
-------- -------- -------- ----------- --------
BALANCE AT ADDITIONS DEDUCTIONS BALANCE
BEGINNING OF ---------------------- ----------------------------------- AT END
YEAR INCOME OTHER LOSS DRAWS OTHER OF YEAR
---------- ---------- --------- ------------ ---------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
INVESTMENTS IN PARTNERSHIPS ACCOUNTED
FOR BY THE COST METHOD - Continued
Registrant:
Fifth Arizona Associates $ -- $ -- $ -- $ -- $ -- $ -- $ --
Fifth Orlando Associates -- -- -- -- -- -- --
Monterey Village Associates -- -- -- -- -- -- --
Pre-Vest Associates -- -- -- -- -- -- --
Seventh M&J Associates -- -- -- -- -- -- --
First Apollo Associates -- -- -- -- -- -- --
M&J/LaSalle Limited Partnership 6,480 -- -- -- -- -- 6,480
Wilkow/Grove Limited Partnership -- -- -- -- -- -- --
Wilkow/Metro Partners Limited
Partnership -- -- -- -- -- -- --
---------- ---------- ---------- ------------ ---------- ---------- ---------
Total Registrant 913,464 117,463 64,432 -- 117,463 -- 977,896
M&J/Clarkfair Limited Partnership (A) -- -- 415,000 (B)-- -- -- 415,000
Northlake Tower Limited Partnership (A) 750,000 107,887 -- -- 107,887 -- 750,000
---------- ---------- ---------- ------------ ---------- ---------- ---------
TOTAL INVESTMENTS - COST METHOD $1,663,464 $ 225,350 $ 479,432 $ -- $ 225,350 $ -- $2,142,896
========== ========== ========== ============ ========== ========== ==========
</TABLE>
(A) Investment is owned by M&J/Retail Limited Partnership, which is consolidated
with the Registrant.
(B) Additional investment.
87
<PAGE> 88
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
SCHEDULE XIII - INVESTMENTS IN, EQUITY IN EARNINGS OF, AND
DRAWINGS RECEIVED FROM AFFILIATES AND OTHER PERSONS
- -------------------------------------------------------------------------------
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1997:
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
-------- -------- -------- ----------- --------
BALANCE AT
BEGINNING OF ADDITIONS DEDUCTIONS BALANCE
--------------------- --------------------------------- AT END
YEAR INCOME OTHER LOSS DRAWS OTHER OF YEAR
---------- ---------- ---------- ---------- ------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
INVESTMENTS IN PARTNERSHIPS ACCOUNTED
FOR BY THE EQUITY METHOD
Registrant:
L-C Office Partnership IV $ -- $ -- $ 175,097(A) $ -- $ -- $ -- $ 175,097
Realdal Venture -- -- -- -- -- -- --
M&J/Westwood Limited Partnership -- -- -- -- -- -- --
XXI Office Plaza Associates 433,935 37,536 -- -- -- -- 471,471
M&J/Quorum Associates -- -- -- -- -- -- --
Hawdel Limited Partnership 690,350 -- -- -- 690,350 -- --
M&J/Grove Limited Partnership 600,000 -- -- 31,205 11,772 -- 557,023
Rosemont 28 Limited Partnership 557,519 -- 3,438(A) 2,865 -- -- 558,092
First Ron Venture -- -- -- -- -- -- --
TOP Investors Limited Partnership -- -- -- -- -- -- --
---------- ---------- ---------- ---------- ------- ---------- ----------
Total Registrant 2,281,804 37,536 178,535 34,070 702,122 -- 1,761,683
M&J/Crossroads Limited Partnership (B) 259,900 -- -- 12,527 29,700 -- 217,673
---------- ---------- ---------- ---------- ------- ---------- ----------
TOTAL INVESTMENTS - EQUITY METHOD $2,541,704 $ 37,536 $ 178,535 $ 46,597 $731,822 $ -- $1,979,356
========== ========== ========== ========== =======- ========== ==========
</TABLE>
(A) Additional investment.
(B) Investment is owned by M&J/Retail Limited Partnership, which is
consolidated with the Registrant.
88
<PAGE> 89
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
SCHEDULE XIII - INVESTMENTS IN, EQUITY IN EARNINGS OF, AND
DRAWINGS RECEIVED FROM AFFILIATES AND OTHER PERSONS - Continued
- -------------------------------------------------------------------------------
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1997:
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
-------- -------- -------- ----------- --------
BALANCE
BEGINNING OF ADDITIONS DEDUCTIONS BALANCE
------------------ ------------------------------- AT END
YEAR INCOME OTHER LOSS DRAWS OTHER OF YEAR
------------- -------- --------- --------- --------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
INVESTMENTS IN PARTNERSHIPS ACCOUNTED
FOR BY THE COST METHOD
Duke Realty Limited Partnership $ 468,904 $ 876,332(C) $ -- $ -- $ 81,305 $1,028,277 $ 235,654
Metro Class A Investors Limited
Partnership -- -- -- -- -- -- --
Park 100 Equity Investors Limited
Partnership -- -- -- -- -- -- --
Park 100 Mortgage Investors Limited
Partnership -- -- -- -- -- -- --
M&J/Largo Limited Partnership 575,227 40,157 (C) -- -- 615,384 -- --
North LaSalle Street Limited Partnership -- -- -- -- -- -- --
Second Daltex Venture -- -- -- -- -- -- --
21st M&J Venture 99,900 -- -- -- -- -- 99,900
222 Fee Associates 6,728 290 -- -- 290 -- 6,728
5601 N. Sheridan Associates 29,916 864 -- -- 864 -- 29,916
First Candlewick Associates 125,950 6,050 -- -- 6,050 -- 125,950
M&J/Two Market Associates -- -- -- -- -- -- --
Orhow Associates 70,000 -- -- -- -- -- 70,000
Second Wilkow Venture 64,813 6,107 -- -- 6,107 -- 64,813
Wilkow/Retail Partners Limited Partnership 2,799 111 -- -- 111 -- 2,799
544 Arizona Associates -- -- -- -- -- -- --
Lake Cook Office Development IV -- -- 1,224 (B) -- -- -- 1,224
M&J/Hotel Investors Limited Partnership -- -- 200,000 (B) -- -- -- 200,000
M&J/Mid Oak Limited Partnership -- -- 70,000 (B) -- -- -- 70,000
</TABLE>
89
<PAGE> 90
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
SCHEDULE XIII - INVESTMENTS IN, EQUITY IN EARNINGS OF, AND
DRAWINGS RECEIVED FROM AFFILIATES AND OTHER PERSONS - Continued
- -------------------------------------------------------------------------------
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1997:
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
-------- -------- -------- ----------- --------
BALANCE AT
BEGINNING OF ADDITIONS DEDUCTIONS BALANCE
---------------------- ----------------------------------- AT END
YEAR INCOME OTHER LOSS DRAWS OTHER OF YEAR
----------- ----------- ---------- --------- ----------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
INVESTMENTS IN PARTNERSHIPS ACCOUNTED
FOR BY THE COST METHOD - Continued
Registrant:
Fifth Arizona Associates $ - $ - $ - $ - $ - $ - $ -
Fifth Orlando Associates - - - - - - -
Monterey Village Associates - - - - - - -
Pre-Vest Associates - - - - - - -
Seventh M&J Associates - - - - - - -
First Apollo Associates - - - - - - -
M&J/LaSalle Limited Partnership 6,480 - - - - - 6,480
Wilkow/Grove Limited Partnership - - - - - - -
Wilkow/Metro Partners Limited
Partnership - - - - - - -
----------- ---------- ---------- -------- ----------- ----------- ------------
Total Registrant 1,450,717 929,911 271,224 - 710,111 1,028,277 913,464
Northlake Tower Limited Partnership (A) 1,187,628 902,921 - - 1,340,549 - 750,000
----------- ---------- ---------- -------- ----------- ----------- ------------
TOTAL INVESTMENTS - COST METHOD $ 2,638,345 $ 1,832,832 $ 271,224 $ - $ 2,050,660 $ 1,028,277 $ 1,663,464
=========== =========== ========== ======== =========== =========== ============
</TABLE>
(A) Investment is owned by M&J/Retail Limited Partnership, which is consolidated
with the Registrant.
(B) Additional investment.
(C) Includes gain on disposition of investment.
90
<PAGE> 91
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.
FIRST WILKOW VENTURE
By:/s/ Marc R. Wilkow
-------------------------------------
Marc R. Wilkow, General Partner and
President of M&J Wilkow, Ltd., its
Managing Agent
DATED: March 24, 2000
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, in the capacities indicated, on March 24, 2000.
/s/ Clifton J. Wilkow
-------------------------------------
Clifton J. Wilkow, General Partner and
Executive Vice President of
M&J Wilkow, Ltd.
/s/ Thomas Harrigan
-------------------------------------
Thomas Harrigan, Vice President of
M&J Wilkow, Ltd.
91
<PAGE> 92
INDEX TO EXHIBITS
Exhibit
No. Description
(A) Agreement of Limited Partnership of First Wilkow Venture (filed as
Exhibit A or Prospectus for Exchange Offer of First Wilkow Venture
dated July 2, 1973).
(B) Amendments to Certificate of Limited Partnership filed as an Exhibit
to Annual Report on Form 10-K for 1983 which is hereby incorporated by
reference.
(C) Proxy Statement issued October 20, 1986, filed as Exhibit D to the
Annual Report on 10-K for 1986 which is hereby incorporated by
reference.
92
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> DEC-31-1999
<CASH> 384,846
<SECURITIES> 0
<RECEIVABLES> 927,730
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,312,576
<PP&E> 61,561,073
<DEPRECIATION> 17,429,429
<TOTAL-ASSETS> 58,422,641
<CURRENT-LIABILITIES> 2,812,673
<BONDS> 38,255,299
0
0
<COMMON> 0
<OTHER-SE> 14,201,621
<TOTAL-LIABILITY-AND-EQUITY> 58,422,641
<SALES> 10,756,741
<TOTAL-REVENUES> 14,272,727
<CGS> 0
<TOTAL-COSTS> 3,488,690
<OTHER-EXPENSES> 2,367,344
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,600,715
<INCOME-PRETAX> 4,477,031
<INCOME-TAX> 0
<INCOME-CONTINUING> 4,477,031
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,477,031
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
