FORM 10-Q-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to ___________
Commission file number 0-768
GARMENT CAPITOL ASSOCIATES
(Exact name of registrant as specified in its charter)
A New York Partnership 13-6083208
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
60 East 42nd Street, New York, New York 10165
(Address of principal executive offices)
(Zip Code)
(212) 687-8700
(Registrant's telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed
since last report)
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 [ ].
An Exhibit Index is located on Page 5 of this Report.
Number of pages (including exhibits) in this filing: 7 <PAGE>
PART I. FINANCIAL INFORMATION
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.
Registrant was organized solely for the purposes of
acquiring the Property subject to the Operating Lease. Registrant was
required to pay from Basic Rent the mortgage charges and supervisory
services and to distribute the balance of such Basic Rent to the
Participants. Pursuant to the Operating Lease, the holder of the
leasehold interest thereunder had sole responsibility for the
condition, operation, repair, maintenance and management of the
Property. Registrant did not maintain substantial reserves or
otherwise maintain liquid assets to defray any operating expenses of
the Property. Registrant's results of operations were affected
primarily by the amount of rent payable to it under the Operating
Lease.
Registrant is aware of the following events. The
Original Lessee operated the Property at a substantial loss during the
years ended December 31, 1995 and December 31, 1994. In 1994 and
1995, the Original Lessee made capital calls on its partners in the
aggregate amount of $1,300,000 to defray certain operating expenses
and improvement costs at the Property.
The downturn and changes in methods of operations in the
garment industry had a major impact on the Property and its operations
and profitability. Registrant had been advised that the loss of
tenants at the Property and the related reduction in rent received
were primarily due to insolvencies affecting tenants in the garment
business and reduced demand for space.
The New Lessee had the right to abandon or assign its
interest in the Operating Lease (see Item 1 above).
As a result of the Sale, on July 23, 1997, Registrant made a
final distribution to the Participants of the remaining sales
proceeds. At the closing of the sale pursuant to the Contract of
Sale, the interests of Registrant, as lessor, and the New Lessee, as
lessee, under the Operating Lease were assigned to the purchaser, and
the Operating Lease was terminated. There were no additional regular
monthly distributions following the distribution on April 1, 1997 in
respect of March 1997 rent under the Operating Lease.
Liquidity and Capital Resources
N/A
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Inflation
Inflationary trends in the economy did not directly affect
Registrant's operations, since, as noted above, Registrant did not
actively engage in the operation of the Property. Inflation may have
affected the operations of the New Lessee. The New Lessee was
required to pay Basic Rent, regardless of the results of its
operations. Inflation and other operating factors affected only the
amount of Additional Rent payable by the New Lessee, which was based
on the New Lessee's net operating profit.
Year 2000 Issues
Pursuant to SEC Release No. 33-7558, the Securities and
Exchange Commission ("SEC") has instructed registrants to make
suitable disclosure regarding year 2000 readiness. Accordingly,
Registrant reports the following:
Registrant has liquidated its assets and distributed the
proceeds except for a designated cash reserve. Registrant conducts no
operations. In these circumstances, Registrant anticipates no further
requirements for year 2000 readiness.
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SIGNATURES
Pursuant to the requirements 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.
The individual signing this report on behalf of Registrant
is Attorney-in-Fact for Registrant and each of the Partners in
Registrant, pursuant to Powers of Attorney, dated April 10, 1996 and
May 14, 1998 (collectively, the "Power").
GARMENT CAPITOL ASSOCIATES
(Registrant)
By: /s/ Stanley Katzman
Stanley Katzman, Attorney-in-fact*
Dated: March 31, 1999
Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed by the undersigned as Attorney-
in-Fact for each of the Partners in Registrant, pursuant to the Power,
on behalf of Registrant and as a Partner in Registrant on the date
indicated.
By: /s/ Stanley Katzman
Stanley Katzman, Attorney-in-fact*
Dated: March 31, 1999
__________________________
* Mr. Katzman supervises accounting functions for Registrant.
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EXHIBIT INDEX
Number Document Page*
3 (a) Registrant's Partnership Agreement, dated
January 10, 1957, which was filed as Exhibit
No. 1 to Registrant's Registration Statement
on Form S-1 as amended (the "Registration
Statement") effective February 13, 1957 and
assigned File No. 2-13034, is incorporated by
reference as an exhibit hereto.
3 (b) Amended Business Certificate of Registrant
filed with the Clerk of New York County on
August 13, 1998 reflecting a change in the
Partners of Registrant effective as of April
15, 1998.
24 Powers of Attorney dated April 10, 1996
and May 14, 1998 between Partners of
Registrant and Stanley Katzman and Richard A.
Shapiro which were filed as Exhibit 24 to
Registrant's 10-Q for the quarter ended March
31, 1998 and is incorporated by reference as
an exhibit hereto.
_____________________
* Page references are based on a sequential numbering system.
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EXHIBIT 3(b)
AMENDED BUSINESS CERTIFICATE
The undersigned hereby certify that a certificate of business
under the assumed name
GARMENT CAPITOL ASSOCIATES
for the conduct of business at 60 East 42nd Street, New York, New
York, was filed in the office of the County Clerk New York County,
State of New York, on the 11th day of January, 1957, under index
number 442/57; that the last amended certificate was filed on the 21st
day of February, 1996 in the office of said County Clerk under index
number 442/57.
It is hereby further certified that this amended certificate is
made for the purposes of more accurately setting forth the facts
recited in the original certificate or the last amended certificate
and to set forth the following changes in such facts;
STANLEY KATZMAN, residing at 30 East 62nd Street, New York, New York
10021, has been succeeded as a member of Garment Capitol Associates by
THOMAS N. KELTNER, JR., residing at 1111 Park Avenue, New York, New
York 10128.
JOHN L. LOEHR, residing at 286 Alpine Circle, River Vale, New Jersey
07675 has been succeeded as a member of Garment Capitol Associates by
RICHARD A. SHAPIRO, residing at 38 Flint Avenue, Larchmont, New York
10538.
The members of GARMENT CAPITOL ASSOCIATES now consist of:
Peter L. Malkin, Thomas N. Keltner, Jr. and Richard A. Shapiro.
In Witness Whereof, the undersigned have as of this 15th day of
April, 1998, made and signed this certificate.
s/s Peter L. Malkin /s Richrd A. Shapiro
PETER L. MALKIN RICHARD A. SHAPIRO
s/s Thomas N. Keltner, Jr. s/s Stanley Katzman
THOMAS N. KELTNER, JR. STANLEY KATZMAN
s/s John L. Loehr
JOHN L. LOEHR
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State of New York, County of New York ss.:
On this 29th day of July, 1998, before me personally appeared
STANLEY KATZMAN, JOHN L. LOEHR, THOMAS N. KELTNER, JR., RICHARD A.
SHAPIRO and PETER L. MALKIN, to me known and known to me to be the
individual described in and who executed the foregoing certificate,
and they thereupon duly acknowledged to me that they executed the
same.
s/s Notary Public
Notary Public
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