FORM 10-KSB--ANNUAL OR TRANSITIONAL REPORT UNDER
SECTION 13 OR 15(D)
(AS LAST AMENDED BY 34-31905, EFF. 4/26/93)
FORM 10-KSB
[X] Annual Report Under Section 13 or 15(d) of the Securities Exchange Act of
1934 [No Fee Required]
For the fiscal year ended December 31, 1996
or
[ ] Transition Report Under Section 13 or 15(d) of the Securities Exchange Act
of 1934 [No Fee Required]
For the transition period.........to.........
Commission file number 2-76434
DREXEL BURNHAM LAMBERT REAL ESTATE ASSOCIATES
(Name of small business issuer in its charter)
New York 13-3153572
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
850 Third Avenue, Nineteenth Floor
New York, New York 10022
(Address of principal executive offices) (Zip Code)
Issuer's telephone number (212) 822-2246
Securities registered under Section 12(b) of the Exchange Act:
None
Securities registered under Section 12(g) of the Exchange Act:
Units of Limited Partnership Interest
(Title of class)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act of 1934 during the past 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
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [X]
State issuer's revenues for its most recent fiscal year: $361,206
State the aggregate market value of the voting partnership interests held by
non-affiliates computed by reference to the price at which the partnership
interests were sold, or the average bid and asked prices of such partnership
interests, as of December 31, 1996 - Not Applicable.
DOCUMENTS INCORPORATED BY REFERENCE
1. Portions of the Prospectus of Registrant dated November 2, 1982 (included in
Registration Statement, No. 2-76434 of Registrant) are incorporated by
reference into Parts I and III.
PART I
ITEM 1. DESCRIPTION OF BUSINESS
Drexel Burnham Lambert Real Estate Associates (the "Partnership" or
"Registrant") is a limited partnership which was formed on December 14, 1982,
pursuant to the Partnership Law of the State of New York. The Partnership is
engaged in the business of acquiring, operating and holding real properties for
investment. The Partnership acquired four properties during 1983 and continues
to operate one of them (Wendover Business Park-Phase I).
Commencing in January 1983 pursuant to the Prospectus, the Partnership offered
$11,500,000 in Limited Partnership Interests (the "Interests"). A total of
11,500 Interests were sold to the public at $1,000 per Interest. The offering
closed on February 10, 1983. No Limited Partner has made any additional capital
contribution after that date. The Limited Partners of the Partnership share in
the benefits of ownership of the Partnership's real property investments
according to the number of Interests held. Partners holding 45 units abandoned
their Interests in 1994.
The Interests were registered under the Securities Act of 1933 via Registration
Statement No. 2-76434 (the "Registration Statement"). Reference is made to the
Prospectus of the Registrant dated November 2, 1982 (the "Prospectus") contained
in said Registration Statement, which is incorporated herein by reference
thereto.
A further description of the Partnership's business is included in Management's
Discussion and Analysis or Plan of Operations included in "Item 6" of this Form
10-KSB.
The Partnership's remaining investment in real property is subject to
competition from similar properties in the vicinity in which it is located and
the Partnership is not a significant factor in its industry.
The terms of agreements between the Partnership and affiliates of the General
Partner of the Partnership are set forth in "Item 12" below to which reference
is hereby made for a description of such terms.
All of the outstanding stock of the General Partner is owned by the Wynnewood
Company, Inc. ("Wynnewood"), a corporation which is owned by the principal
operating officer of the General Partner.
The Partnership had no employees as of December 31, 1996. Management and
administrative services are performed by Wynnewood, the General Partner and by
IFGP Corporation ("Insignia") and affiliates. Pursuant to a management
agreement between them, affiliates of Insignia provide property management
services, partnership administration, and registrar and transfer services to the
Partnership.
ITEM 2. DESCRIPTION OF PROPERTIES
On June 29, 1983, the Partnership acquired, and currently owns and operates,
Wendover Business Park-Phase I ("Wendover") (approximately 68,000 square feet)
located in Greensboro, North Carolina. The Business Park was acquired for
$2,820,000 of which $1,410,000 was paid in cash and $1,410,000 was paid in the
form of a $1,110,000 senior purchase money note and a $300,000 junior purchase
money note. In July of 1993, the junior note was paid in full. A new mortgage
in the amount of $1,350,000 was executed in January of 1994. The proceeds from
the new mortgage were used to pay off the original senior note. The principal
balance of the current mortgage at December 31, 1996, is $1,262,860. The
mortgage matures February 1, 2001, and is being amortized over twenty years with
an interest rate of 8%. The balloon payment due at maturity is $1,097,022.
Further details of the mortgage are disclosed in "Item 7, Note 3".
Depreciation of building and improvements is computed on straight-line and
accelerated methods over estimated service lives ranging from three to thirty
years. Wendover Business Park I had a gross carrying value of $3,072,518 at
December 31, 1996, with accumulated depreciation of $1,327,206 for a net book
value of $1,745,312. The federal tax basis at December 31, 1996, of the
property is $702,499.
Average annual rental rates per square foot and average annual occupancy for
1996 and 1995 for Wendover were:
Average Annual Average Annual
Rental Rate Occupancy
1996 $ 5.23/sq.ft. 88%
1995 $ 5.23/sq.ft. 92%
As noted under "Item 1. Description of Business", the real estate industry is
highly competitive and Wendover is subject to competition from other commercial
buildings in the area. Management believes the property is adequately insured.
The following is a schedule of the lease expirations for the years 1997 - 2006:
Number of % of Gross
Expirations Square Feet Annual Rent Annual Rent
1997 2 6,090 $ 38,210 10.9%
1998 1 3,480 17,280 4.9%
1999 5 31,397 160,847 46.0%
2000 0 0 0 0
2001 1 13,903 95,026 27.2%
2002 1 2,610 22,185 6.3%
2003-2006 0 0 0 0
The following schedule reflects information on tenants occupying 10% or more of
the leasable square feet at Wendover:
Square Footage Annual Rent
Nature of Business Leased Per Square Foot Lease Expiration
Communication equipment 13,903 $6.83 06/30/01
Textile equipment sales 6,960 4.24 06/30/99
Custom color printing 6,960 6.58 12/31/99
Wholesale auto supplies 7,037 4.82 01/31/99
Electrical contractor 6,960 4.74 05/31/99
Real estate taxes in 1996 for Wendover were $33,613. In 1995, real estate taxes
were $37,666.
ITEM 3. LEGAL PROCEEDINGS
The Partnership is not a party to, nor is its property subject to, any material
pending legal proceedings.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of security holders during 1996.
PART II
ITEM 5. MARKET FOR THE PARTNERSHIP EQUITY AND RELATED PARTNER MATTERS
As of December 31, 1996, the Partnership included approximately 1,002 limited
partners, holding a total of 11,455 Interests. During 1994, the number of
Partnership Interests decreased by 45 Interests due to limited partners
abandoning their Interests. In abandoning his or her Partnership Interests, a
limited partner relinquishes all rights, title and interest in the Partnership
as of the date of abandonment. No public trading market has developed for
Interests and it is not anticipated that such a market will develop in the
future.
Cash distributions were made quarterly from July 1983, until October 1987, after
which they were suspended. In December 1995, the General Partner approved a
cash distribution to the Limited Partners in the amount of $114,550 ($10 per
Interest) to be paid in February 1996. A similar distribution was declared in
December 1994 and paid to Limited Partners in February 1995. No distribution
was declared for 1996. As of December 31, 1996, the remaining unpaid preferred
return arrearage totaled $8,021,274 or approximately $700 per Interest.
Reference is made to "Item 6" for a description of liquidity and capital
resources.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
RESULTS OF OPERATIONS
For the year ended December 31, 1996, the Partnership realized a net loss of
$10,697 compared to a net loss of $16,349 for the year ended December 31, 1995.
The decrease in net loss for the year ended December 31, 1996, was primarily
attributable to an increase in rental revenue. Rental revenue increased due to
the collection of approximately $34,000 in lease termination fees resulting from
the early lease termination by a tenant.
On January 13, 1994, the Wendover property was refinanced for $1,350,000. Under
the terms of the new mortgage, Wendover was required to maintain an escrow
account for tenant improvements and leasing commissions for two years. In
January 1996, approximately $95,000 was returned to the property from the
mortgage company as the terms of the agreement expired.
LIQUIDITY AND CAPITAL RESOURCES
At December 31, 1996, the Partnership had cash of $255,520. The present cash
reserves of the Partnership are believed to be sufficient to meet the
foreseeable needs of the Partnership.
At December 31, 1996, the Partnership's remaining property was approximately 85%
leased. A new tenant has taken possession of approximately 14,000 sq. ft.
Tenant improvements and leasing commissions in connection with this lease were
substantial and were funded from a combination of existing cash reserves and
rental concessions to the new tenant. These concessions will expire during
March 1997. Two other tenants occupying approximately 3,510 and 2,580 sq. ft.,
respectively, have leases expiring in April 1997. Both tenants are expected to
renew their leases.
Management is presently studying a proposed capital improvement program which
envisions significant expenditures to be made for roof and parking lot repairs.
The total costs involved are estimated at $60,000 and will most likely be
performed over the next eighteen months once final bids are obtained and
approved. Remaining cash balances, along with projected cash flows, are
believed to be sufficient to meet estimated capital expenditures and any tenant
improvements and leasing commissions in connection with new leasing.
INFLATION
Inflation in the future may increase rental revenues as well as operating
expenses, all subject to general market trends. Certain Wendover leases provide
for rent increases based upon the Consumer Price Index.
ITEM 7. FINANCIAL STATEMENTS
INDEX TO FINANCIAL STATEMENTS
Independent Auditor's Report
Balance Sheet at December 31, 1996
Statement of Operations for the Years Ended
December 31, 1996 and 1995
Statement of Partners Equity (Deficit) for the Years Ended
December 31, 1996 and 1995
Statement of Cash Flows for the Years Ended
December 31, 1996 and 1995
Notes to Financial Statements
Independent Auditor's Report
To the Partners
Drexel Burnham Lambert Real Estate Associates
We have audited the accompanying balance sheet of Drexel Burnham Lambert Real
Estate Associates (a limited partnership) as of December 31, 1996, and the
related statements of operations, partners' equity (deficit) and cash flows for
each of the two years in the period ended December 31, 1996. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Drexel Burnham Lambert Real
Estate Associates (a limited partnership) at December 31, 1996, and the results
of its operations and its cash flows for each of the two years in the period
ended December 31, 1996, in conformity with generally accepted accounting
principles.
Pannell Kerr Forster PC
January 31, 1997
New York, NY
DREXEL BURNHAM LAMBERT REAL ESTATE ASSOCIATES
(A Limited Partnership)
Balance Sheet
December 31, 1996
<TABLE>
<CAPTION>
Assets
<S> <C> <C>
Cash and cash equivalents $ 255,520
Accounts receivable 7,716
Real and personal property - at cost (notes 1, 2, and 3)
Land $ 227,104
Building and improvements 2,845,414
3,072,518
Accumulated depreciation and amortization (1,327,206) 1,745,312
Restricted cash - tenant security deposits 11,674
Deferred costs (note 2) 80,848
Deposits with mortgagee (note 3) 10,525
$ 2,111,595
Liabilities and Partners' Equity
Liabilities
Accounts payable $ 53,502
Accrued liabilities
Interest $ 8,638
Professional fees 23,500 32,138
Deferred rental income (note 2) 13,000
Deposits payable 11,674
Mortgage payable (note 3) 1,262,860
Total liabilities 1,373,174
Partners' equity (deficit) (note 4)
General partner (48,813)
Limited partners (11,500 units issued and
11,455 units outstanding) 785,234
Total partners' equity 738,421
$ 2,111,595
<FN>
See notes to financial statements
</TABLE>
DREXEL BURNHAM LAMBERT REAL ESTATE ASSOCIATES
(A Limited Partnership)
Statement of Operations
<TABLE>
<CAPTION>
Year Ended
December 31,
1996 1995
<S> <C> <C>
Revenue
Rental operations $ 349,752 $ 333,293
Interest income 11,454 16,161
Total revenue 361,206 349,454
Expenses
Rental operations (note 5) 98,368 102,303
General and administrative 52,825 51,809
Mortgage interest expense (note 3) 102,477 104,805
Depreciation and amortization (note 2) 118,233 106,886
Total expenses 371,903 365,803
Net (loss) (note 6) $ (10,697) $ (16,349)
Allocation of net (loss)
General partner $ (107) $ (163)
Limited partners $ (10,590) $ (16,186)
Net (loss) per limited partner interest (note 4) $ (.92) $ (1.41)
Distributions per limited partner interest (note 4) $ -- $ 10.00
Average limited partner units outstanding (note 4) 11,455 11,455
<FN>
See notes to financial statements
</TABLE>
DREXEL BURNHAM LAMBERT REAL ESTATE ASSOCIATES
(A Limited Partnership)
Statement of Partners' Equity (Deficit)
For Years Ended December 31, 1996 and 1995
<TABLE>
<CAPTION>
General Limited
Total Partner Partners
<S> <C> <C> <C>
Original capital contribution (note 4) $ 11,501,000 $ 1,000 $ 11,501,000
Less offering costs (1,363,018) -- (1,363,018)
10,137,982 1,000 10,136,982
Cumulative net (loss) through December 31, 1994 (4,667,122) (46,672) (4,620,450)
Cumulative distributions to limited partners
through December 31, 1994 (4,590,843) (871) (4,589,972)
Balance - December 31, 1994 880,017 (46,543) 926,560
Net (loss) for year ended December 31, 1995 (16,349) (163) (16,186)
Distribution to partners (note 4) (114,550) -- (114,550)
Balance - December 31, 1995 749,118 (46,706) 795,824
Net (loss) for year ended December 31, 1996 (10,697) (107) (10,590)
Balance - December 31, 1996 $ 738,421 $ (46,813) $ 785,234
<FN>
See notes to financial statements
</TABLE>
DREXEL BURNHAM LAMBERT REAL ESTATE ASSOCIATES
(A Limited Partnership)
Statement of Cash Flows
<TABLE>
<CAPTION>
Year Ended
December 31,
1996 1995
<S> <C> <C>
Cash flows from operating activities
Net (loss) $ (10,697) $ (16,349)
Adjustments to reconcile net (loss) to net cash
provided by operating activities:
Depreciation and amortization 118,233 106,886
Deferred rent (32,351) (4,472)
Changes in certain other accounts:
Tenant security deposits -- 381
Accounts receivable 7,971 (13,818)
Leasing costs deferred (30,747) (9,318)
Deposits with mortgagee 91,076 4,398
Accounts payable (4,123) 3,273
Accrued liabilities -- (704)
Deposits payable -- (22,758)
Net cash provided by operating activities 139,362 47,519
Cash flows (used) by investing activities
Additions to improvements (38,502) --
Cash flows from financing activities
Repayment of mortgage payable (33,026) (30,495)
Distribution paid to partners (114,550) (114,550)
Net cash (used) by financing activities (147,576) (145,045)
(Decrease) in cash and cash equivalents (46,716) (97,526)
Cash and cash equivalents - beginning of year 302,236 399,762
Cash and cash equivalents - end of year $ 255,520 $ 302,236
Supplemental disclosure of cash flow information
Cash paid during the year for interest $ 102,477 $ 105,008
<FN>
See notes to financial statements
</TABLE>
Note 1 - Organization
Drexel Burnham Lambert Real Estate Associates ("Partnership") was organized as a
limited partnership under the laws of the State of New York pursuant to a
Certificate of Limited Partnership dated December 14, 1982. The general partner
of the Partnership, DBL Properties Corporation ("General Partner"), is owned by
The Wynnewood Company, Inc. ("Wynnewood").
The Partnership owns and operates the Wendover Business Park - Phase I
("Wendover"), an office/warehouse complex, containing 67,982 square feet of
office/warehouse space on 3.776 acres in Greensboro, North Carolina.
Note 2 - Significant accounting policies
Basis of accounting
The financial statements include the accounts of the Partnership and its
operating division, Wendover.
Estimates
The financial statements of the Partnership are prepared in conformity with
generally accepted accounting principles, which require 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.
Long-lived assets
Management evaluates the Partnership's long-lived assets, comprising its
investment in real property, for impairment based on the recoverability of its
carrying amount. When it is probable that undiscounted cash flows will not be
sufficient to recover the carrying amount, the asset will be written down to its
fair value. No such write-down was required in 1996 or 1995.
Disclosure about fair value of financial instruments
The Company's cash and cash equivalents and mortgage payable represent financial
instruments as defined by "Statement of Financial Accounting Standards No. 107,
Disclosures About Fair Value of Financial Instruments". The carrying values of
these financial instruments are reasonable approximations of fair value.
Depreciation
Depreciation of the Wendover building and improvements is computed on straight-
line and accelerated methods over estimated service lives ranging from three to
thirty years.
Deferred costs
Deferred leasing costs are shown net of accumulated amortization of $18,215 and
are being amortized on a straight-line basis over the respective lease terms.
Deferred mortgage costs are shown net of accumulated amortization of $26,466 and
are being amortized on a straight-line basis over the term of the mortgage.
Revenue recognition
The straight-line basis is used to recognize minimum rental income under leases
which provide for varying rents over their terms.
Income taxes
No provision has been made for income taxes since such taxes, if any, are
payable by the partners individually.
Cash flows
For purposes of financial reporting, cash and cash equivalents includes cash on
hand and in banks, including money market funds, and certificates of deposit
with original maturities of three months or less.
Noncash investing and financing activities
In December 1995, the Partnership approved a cash distribution to Limited
Partners in the amount of $114,550 ($10 per unit) to be paid in February 1996.
A similar distribution was declared in December 1994 and paid in February 1995.
During 1996, the Partnership agreed to reimburse $104,535 to one of the Wendover
commercial tenants for improvements made to commercial space and paid for by the
tenant. The agreement provides that one-half would be paid in January 1997 and
the balance in the form of rental abatements commencing September 1996. At
December 31, 1996, $21,888 of the abatement amount remained to be applied
against future rent.
Concentration of credit risk
Substantially all of the Partnership's cash deposits are with one bank and
consist of demand deposits, certificates of deposit and money market accounts.
The Partnership has not experienced any losses on its cash deposits.
Note 3 - Mortgage payable
The Wendover mortgage payable matures on February 1, 2001, and requires monthly
payments of $11,292 to be applied first to interest at the rate of 8% per annum
and the balance to reduction of principal. In addition, the mortgage provides
that monthly escrow deposits be made for payments of real estate taxes and
insurance. At December 31, 1996, the balance in the escrow account amounted to
$10,525.
The following is a schedule by years of future amortization payments required by
the mortgage:
Year Ending
December 31,
1997 $ 35,767
1998 38,736
1999 41,951
2000 45,433
2001 (maturity) 1,100,973
Total $1,262,860
Note 4 - Partners' equity
Pursuant to a public offering, 11,500 limited partnership units were sold at
$1,000 per interest. Partners holding 45 units abandoned their Partnership
interests in 1994, accordingly, calculations of net income (loss) per limited
partner interest in 1996 and 1995 are based on 11,455 interests outstanding.
For income tax purposes, the limited partners share 99% and the General Partner
1% (subordinated as defined in the partnership agreement) in all profits or
losses from operations until the limited partners have received an 8% cumulative
preferred return on their invested capital. Thereafter, the limited partners
share 90% and the General Partner shares 10% in the profits or losses from
operations.
Cash distributions from sales or refinancings, if any, shall be made to the
partners to the extent available and, as more fully described in the partnership
agreement, as follows: first, to each partner in an amount equivalent to the
positive amount of such partner's capital account on the date of distribution
after adjustment; second, to the limited partners, until the limited partners
have received an amount equal to their original invested capital; third, 99% to
the limited partners equal to any unpaid preferred return arrearage; and fourth,
as to any excess, 85% to the limited partners and 15% to the general partner.
Distributions in liquidation to the partners shall be made in accordance with
the terms of the preceding two paragraphs, as appropriate.
In December 1995, the Partnership approved a cash distribution to Limited
Partners in the amount of $114,550 ($10 per unit) which was paid in February
1996. No distributions were made or accrued to the General Partner, since the
Limited Partners must receive their original invested capital plus any preferred
return arrearage before payment to the General Partner. As of December 31,
1996, the unpaid preferred return arrearage totaled $8,021,274.
Note 5 - Commitments
Leases
The Partnership leases office and warehouse space in the Wendover property to
tenants under lease agreements which expire on various dates through 2002. The
following is a schedule by year of the minimum future rentals, excluding
escalations, required under these leases as of December 31, 1996:
Year Ended
December 31,
1997 $ 307,274
1998 289,875
1999 220,181
2000 119,835
2001 88,153
2002 16,639
Total $ 1,041,957
Two tenants of Wendover individually accounted for 12% and 13% of total revenue
for the year ended December 31, 1996.
Management agreements
The Partnership has entered into an agreement with IFGP Corporation (Insignia)
which provides for Insignia to perform certain management and administrative
duties for the Partnership. Fees paid to Insignia amounted to $21,726 in each
of the years 1996 and 1995.
The Partnership has also engaged Insignia to manage the Wendover property under
an agreement which provides for fees equal to 5% of monthly gross revenue.
Insignia has assigned a portion of its fees to Wynnewood, an affiliated entity.
Management fees earned by Wynnewood during 1996 and 1995 amounted to $6,511 and
$6,295, respectively.
Note 6 - Reconciliation of financial and tax net (loss)
The following is a reconciliation of the Partnership's net (loss) for financial
and tax reporting purposes:
Years Ended
December 31,
1996 1995
Financial net (loss) $ (10,697) $ (16,349)
(Deficiency) of book over tax depreciation (22,976) (76,676)
Deferred rent income 19,916 (22,376)
Other -- (4,472)
Tax net (loss) $ (13,757) $ (119,873)
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
There have been no changes in or disagreements with the accountants on any
matter of accounting principles, practices or financial statement disclosure.
PART III
ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS,
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Effective February 3, 1993, the General Partner of the Partnership, DBL
Properties Corporation, a New York Corporation, became a wholly-owned
subsidiary of The Wynnewood Company, Inc. which is wholly-owned by William D.
Clements. Prior to that date, DBLR had been the sole stockholder of the General
Partner. The General Partner has responsibility for all aspects of the
Partnership's operations.
The directors and executive officers of the General Partner are as follows:
Name Position
William D. Clements President, Treasurer, Assistant Secretary
and Director
Robert A. Gauthier Vice President, Secretary and Director
WILLIAM D. CLEMENTS, age 57. Mr. Clements has been President since February
1993 and was Vice President from 1990 until then. He was Chairman of the Board
from 1989 to 1990, and was a Vice President in the Corporate Finance Department
of Drexel Burnham Lambert Incorporated from 1985-1990. Prior to that he was a
Senior Vice President of DBLR from 1983 and a Vice President from 1978. He
received his BA degree from Siena College and his MBA from the Wharton Graduate
School of the University of Pennsylvania.
ROBERT A. GAUTHIER, age 43. Mr. Gauthier has been Vice President and Secretary
of the General Partner since February 1993. He is also Senior Vice President of
Operations of Capstar Hotels, a hotel management firm, since 1992. Prior to
then, he was the manager of two hotels owned by DBL Airport Valley Limited
Partnership from 1987 to 1992. He has spent his entire career in the hotel
industry after receiving a BA from California Polytechnical State University.
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires any
person who owns more than ten percent of the outstanding limited partnership
interests and each of the officers and directors of the general partner, DBL
Properties Corporation, to file with the Securities and Exchange Commission and
the Partnership initial reports of ownership of limited partnership interests in
the Partnership within certain prescribed time periods (regardless of whether
the officers or directors of DBL Properties Corporation own any limited
partnership interests) and to file further reports within prescribed time
periods to report any change in such ownership. To the Partnership's knowledge,
all Section 16(a) filing requirements applicable to officers and directors of
DBL Properties Corporation or to greater than ten percent owners of limited
partnership interests were complied with.
ITEM 10. EXECUTIVE COMPENSATION
Officers and directors of the General Partner do not and will not receive any
direct compensation for services rendered by them in such capacities. Although
the Partnership is required to pay fees to the General Partner and/or its
affiliates upon property acquisition, for property management, and for real
estate commissions, and the General Partner is also entitled to receive cash
distributions from the operation and liquidation of the Partnership, no such
fees, payments or distributions were made to the General Partner in 1996.
Certain payments, including payments for management fees, were paid to
affiliates of the General Partner in 1996, as described under "Item 12" hereto.
As of January 1, 1992, the Partnership engaged IFGP Corporation and certain
affiliates to provide management and administration services to the Partnership.
For a complete description of Management Compensation, see the discussion under
the caption, "Management Compensation" in the Prospectus, which discussion is
hereby incorporated by reference. The General Partner of the Partnership may be
reimbursed for its direct expenses relating to the offering, the administration
and the operations of the Partnership's real property investments. For a
further discussion of expenses incurred with related parties and with
management, see "Note 5" to the Financial Statements which is included in "Item
7" above, to which reference is hereby made.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
At March 15 1997, no person or group is known to own more than 5% of the
outstanding Interests of the Partnership.
No officer or director of the General Partner of the Partnership owns any
limited partnership Interests, nor do they possess a right to acquire beneficial
ownership of Interests except for Mr. William D. Clements who owns 30
partnership Interests.
The General Partner of the Partnership, DBL Properties Corporation, became a
wholly-owned subsidiary of The Wynnewood Company, Inc. in February 1993, which
is in turn a corporation wholly-owned by Mr. William D. Clements.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Reference is hereby made to "Note 5" to the Financial Statements which is
included in "Item 7", and "Items 9, 10 and 11" above for a description of
certain relationships and related transactions.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K:
(a) Exhibits:
Exhibit 27, Financial Data Schedule, is filed as an exhibit to this
report.
(b) Reports on Form 8-K filed during the fourth quarter of 1996: None
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
DREXEL BURNHAM LAMBERT REAL ESTATE ASSOCIATES
By: DBL Properties Corporation
General Partner
By: /s/William D. Clements
William D. Clements
President
Date: March 25, 1997
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the Registrant and in the capacities and on the
dates indicated.
/s/Robert A. Gauthier Director
Robert A. Gauthier
/s/William D. Clements President and
William D. Clements Director
EXHIBITS INDEX
Exhibit
3.1 Prospectus of the Partnership filed pursuant to rule 424(b), dated
November 2, 1982 is hereby incorporated herein by reference.
3.2 Form of Agreement of Limited Partnership of the Partnership -
reference is made to Exhibit A to the Prospectus.
3.3 Certificate of Limited Partnership of the Partnership, which appears
as Exhibit 3.2 to the Registration Statement is hereby incorporated
herein by reference.
10.1 Agreements relating to purchase by the Partnership of Peppertree
Village Apartments in Lakeland, Florida which appears as Exhibit 2.2
to the Registration Statement is hereby incorporated herein by
reference.
10.2 Agreement relating to purchase by the Partnership of an interest in
the Landmark Resort Hotel in Myrtle Beach, South Carolina which
appears as Exhibit 2.1 to the Registration Statement is hereby
incorporated herein by reference.
10.3 Agreement relating to purchase by the Partnership of the Wendover
Business Park Phase I in Greensboro, North Carolina, for which a
Report on Form 8-K was filed with the Commission on July 14, 1983 and
was amended on November 18, 1983, which report is hereby incorporated
herein by reference.
10.4 Agreement relating to purchase by the Partnership for an interest in
Airport Office Park in Phoenix, Arizona, for which a Report on Form 8-
K was filed with the Commission on August 18, 1983, and was amended on
November 18, 1983, which report is hereby incorporated herein by
reference.
10.5 Loan agreement relating to the refinancing of the Landmark Resort
Hotel in Myrtle Beach, South Carolina, for which a Report on Form 8-K
was filed with the commission on March 3, 1987, is listed below as
Exhibit 28.4, and is hereby incorporated herein by reference.
10.6 Contracts related to refinancing of the debt of Wendover Business Park
Phase I were filed as Exhibit 10.6 to the Report on Form 10-KSB for
the fiscal year ended December 31, 1993, and are hereby incorporated
herein by reference:
(a) Mortgage note dated January 13, 1994 between Drexel Burnham
Lambert Real Estate Associates, a New York limited partnership,
and United Family Life Insurance Company, a Georgia corporation.
(b) Deed of Trust and Security Agreement dated January 13, 1994
between Drexel Burnham Lambert Real Estate Associates, a New
York limited partnership, and Stewart Title Guaranty Company for
the benefit of United Family Life Insurance Company, a Georgia
corporation.
(c) Assignment of Leases, Rents, Contracts, and Agreements dated
January 13, 1994 from Drexel Burnham Lambert Real Estate
Associates, a New York limited partnership, to United Family Life
Insurance Company, a Georgia corporation.
(d) Hazardous Material Indemnification Agreement dated January 13,
1994 between Drexel Burnham Lambert Real Estate Associates, a New
York limited partnership, and United Family Life Insurance
Company, a Georgia corporation.
(e) Escrow Agreement dated January 13, 1994 by and between United
Family Life Insurance Company, a Georgia corporation, Drexel
Burnham Lambert Real Estate Associates, a New York limited
partnership, and Dickinson, Logan, Todd and Barber, Inc. (the
"Escrow Agent").
10.7 Exchange Agreement effective January 13, 1994 between Drexel Burnham
Lambert Real Estate Associates, a New York limited partnership, and
the DBL Liquidating Trust, a trust established under the laws of New
York was filed as Exhibit 10.7 to Report 10-KSB for fiscal year ended
December 31, 1993, and is hereby incorporated herein by reference.
27 Financial Data Schedule
99.1 Special Report/Acquisition Bulletin dated July 1, 1983 is hereby
incorporated herein by reference.
99.2 Report on Form 8-K filed July 14, 1983 and amended November 18, 1983
regarding the purchase of Wendover Business Park Phase I in
Greensboro, North Carolina is hereby incorporated herein by reference.
99.3 Report on Form 8-K filed August 18, 1983 and amended November 18,
1983, regarding the acquisition of a 50% interest in Airport Office
Park located in Phoenix, Arizona is hereby incorporated herein by
reference.
99.4 Report on Form 8-K filed March 3, 1987 regarding the refinancing and
renovation of the Landmark Resort Hotel is hereby incorporated herein
by reference.
99.5 Report on Form 8-K filed March 10, 1987 regarding refinancing of the
Airport Office Park is hereby incorporated herein by reference.
99.6 Report on Form 8-K filed May 5, 1988 regarding the suspension of cash
distributions to Limited Partners is hereby incorporated herein by
reference.
99.7 Report on Form 8-K filed October 11, 1989 regarding the change in
control of the parent company of the General Partner is hereby
incorporated herein by reference.
99.8 Report on Form 8-K filed March 20, 1990 regarding the foreclosure sale
of Airport Office Park is hereby incorporated herein by reference.
99.9 Landmark Associates Loan Modification Agreement dated May 1, 1990 and
Letter Agreement dated March 5, 1991.
99.10 Report on Form 8-K filed February 3, 1993 regarding the sale of
outstanding stock of the General Partner is hereby incorporated herein
by reference.
99.11 Report on Form 8-K filed January 13, 1993 regarding the foreclosure
sale of Landmark Resort Hotel is hereby incorporated herein by
reference.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Drexel
Burnham Lambert Real Estate Associates I 1996 Year-End 10-KSB and is qualified
in its entirety by reference to such 10-KSB filing.
</LEGEND>
<CIK> 0000700951
<NAME> DREXEL BURNHAM LAMBERT REAL ESTATE ASSOCIATES
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<CASH> 255,520
<SECURITIES> 0
<RECEIVABLES> 7,716
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 3,072,518
<DEPRECIATION> 1,327,206
<TOTAL-ASSETS> 2,111,595
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 1,262,860
0
0
<COMMON> 0
<OTHER-SE> 738,421
<TOTAL-LIABILITY-AND-EQUITY> 2,111,595
<SALES> 0
<TOTAL-REVENUES> 361,206
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 371,903
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 102,477
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (10,697)
<EPS-PRIMARY> (.92)
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
</FN>
</TABLE>
