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 0-2673
NAVARRE-500 BUILDING ASSOCIATES
(Exact name of registrant as specified in its charter)
A New York Partnership 13-6082674
(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.
As stated in Note B, Registrant was organized for the
purpose of acquiring the Master Lease subject to the Sublease.
Basic Rent received under the Sublease is used to pay annual rent
due under the Master Lease and the Basic Payment to Counsel for
supervisory services. The balance of the Basic Rent is distributed
to the Participants. Additional Rent is distributed to the
Participants after the Additional Payment to Counsel. See Note C
above. Pursuant to the Sublease, Sublessee has assumed sole
responsibility for the condition, operation, repair, maintenance
and management of the Property. Registrant has no requirement to
maintain substantial reserves or otherwise maintain liquid assets
to defray any operating expenses of the Property.
Registrant does not pay dividends. During the nine month
period ended September 30, 1998, Registrant made regular monthly
distributions of $83.33 for each $5,000 participation ($1,000 per
annum for each $5,000 participation). There are no legal or
contractual restrictions on Registrant's present or future ability
to make distributions; however, the amount of such distributions
depends solely on the ability of Sublessee to make payments of
Basic Rent and Additional Rent to Registrant in accordance with the
terms of the Sublease. Registrant expects to make distributions so
long as it receives the payments provided for under the Sublease.
See Note B of Item 1 above.
Registrant's results of operations are affected primarily
by the amount of rent payable to it under the Sublease. The amount
of Additional Rent payable to Registrant is affected by the cycles
in the New York City economy and real estate rental market. It is
difficult for management to forecast the New York City real estate
market over the next few years. The following summarizes, with
respect to the current period and the corresponding period of the
previous year, the material factors affecting Registrant's results
of operations for such periods.
Total income decreased for the nine month period ended
September 30, 1998 as compared with the nine month period ended
September 30, 1997. Such decrease is the result of no Additional
Rent being received by the Registrant for the current lease year.
Total expenses decreased for the nine month period ended
September 30, 1998 as compared with the nine month period ended
September 30, 1997. Such decrease is attributable to no additional
payment for supervisory services being paid by Registrant based on
Additional Rent.
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Liquidity and Capital Resources
There has been no significant change in Registrant's
liquidity for the nine month period ended September 30, 1998 as
compared with the nine month period ended September 30, 1997.
Registrant anticipates that funds for working capital
will continue to be provided by Sublessee through rental payments
made in accordance with the terms of the Sublease. Registrant is
not required to maintain substantial reserves to defray any
operating expenses of the Property. Registrant foresees no need to
make material commitments for capital expenditures while the
Sublease is in effect.
Inflation
Registrant believes that there has been no material
change in the impact of inflation on its operations since the
filing of its annual report on Form 10-K for the year ended
December 31, 1997, which report and all exhibits thereto are
incorporated herein by reference and made a part hereof.
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 receives base and overage rent from Sublessee,
for which Helmsley-Spear, Inc. manages the property as Sublessee's
managing and leasing agent. Registrant's supervisor, Wien & Malkin
LLP, has requested the managing agent to provide information
related to its Year 2000 readiness. However, this information has
not yet been provided by the managing agent. Registrant will
continue to seek information related to Year 2000 readiness from
the managing agent.
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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
August 6, 1996 and May 14, 1998 (collectively, the "Power").
NAVARRE-500 BUILDING ASSOCIATES
(Registrant)
By /s/ Stanley Katzman
Stanley Katzman, Attorney-in-Fact*
Date: 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 on the date indicated.
By /s/ Stanley Katzman
Stanley Katzman, Attorney-in-Fact*
Date: March 31, 1999
__________________________
* Mr. Katzman supervises accounting functions for Registrant.
<PAGE>
EXHIBIT INDEX
Number Document Page*
3(a) Partnership Agreement, dated
March 21, 1958, which was
filed as Exhibit 1 to
Registrant's S-1, as amended,
by letter dated April 3, 1958
and assigned File No. 2-14019,
is incorporated herein by
reference.
3(b) Amended Business Certificate
of Registrant filed with New
York County Clerk on August
10, 1998, reflecting a change
in Partners of Registrant,
effective April 15, 1998.
4 Form of Participation
Agreement, which was filed as
Exhibit 4 to Registrant's S-1
by letter dated April 3, 1958
and assigned File No. 2-14019,
is incorporated herein by
reference.
24 Powers of Attorney dated
August 6, 1996 and May 14,
1998 between Peter L. Malkin
and Thomas N. Keltner, Jr., as
Partners in Registrant and
Stanley Katzman and Richard
Shapiro, which was filed as
Exhibit 24 to Registrant's 10-
Q for the quarter ended March
31, 1998 and is incorporated
herein by reference.
__________________________
* Page references are based on sequential numbering system.
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AMENDED BUSINESS CERTIFICATE
The undersigned hereby certify that a certificate of business
under the assumed name
NAVARRE-500 BUILDING 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 14th day of April, 1958, under index
number 3507/58; that the last amended certificate was filed on the
10th day of June, 1996, in the office of said County Clerk under
index number 3507/58
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 by THOMAS N. KELTNER,
JR., residing at 1111 Park Avenue, New York, New York 10128.
The members of NAVARRE-500 BUILDING ASSOCIATES now consist of:
Thomas N. Keltner, Jr. and Peter L. Malkin.
In Witness Whereof, the undersigned have as of the 15th day of
April, 1998 made and signed this certificate
s/s Stanley Katzman s/s Peter L. Malkin
STANLEY KATZMAN PETER L. MALKIN
s/s Thomas N. Keltner, Jr.
THOMAS N. KELTNER, JR.
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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, THOMAS N. KELTNER, JR. and PETER L. MALKIN to me
known and known to me to be the individuals 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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