<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-KSB
Annual Report Pursuant to Section 13 or 15(d)
of Securities Exchange Act of 1934
Commission File
For the fiscal year ended December 31, 1997 Number 2-83272
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WINTHROP INTERIM PARTNERS I, A LIMITED PARTNERSHIP
- ------------------------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Maryland 04-2787751
- ----------------------- -------------------------
(State of organization) (I.R.S. Employer I.D No.)
5 Cambridge Center, Cambridge, Massachusetts 02142
- -------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (617) 234-3000
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Securities registered pursuant to Section 12(b) of the Act: None
----
Securities registered pursuant to Section 12(g) of the Act:
Units of Limited Partnership Interest
-------------------------------------
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
----- -----
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-B is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [ ]
Registrant's revenues for its most recent fiscal year were $0.00.
No market exists for limited partnership units of the Registrant, and,
therefore, no aggregate market value can be determined.
DOCUMENTS INCORPORATED BY REFERENCE
None
<PAGE>
PART I
Item 1. Business.
Winthrop Interim Partners I, A Limited Partnership (the
"Registrant"), was organized under the Revised Uniform Limited Partnership Act
of the State of Maryland on April 14, 1983, for the purpose of investing in
general partnerships, limited partnerships and joint ventures (the
"Syndicating Partnerships") which own real estate and other property.
The General Partners of the Registrant are Two Winthrop Properties,
Inc., a Massachusetts corporation ("Two Winthrop" or the "Managing General
Partner"), and Linnaeus-Phoenix Associates Limited Partnership, a
Massachusetts limited partnership ("Linnaeus-Phoenix"). Two Winthrop is the
managing general partner of the Registrant.
The Registrant was initially capitalized with contributions totaling
$2,000 from its two general partners and with a contribution of $5,000 from
the Registrant's initial limited partner, WFC Realty Co., Inc.
("WFC"), a wholly-owned subsidiary of First Winthrop Corporation.
On April 22, 1983, the Registrant filed a Registration Statement on
Form S-11 (the "Registration Statement") with the Securities and Exchange
Commission in connection with a public offering of 100,000 units of limited
partnership interest (the "Units") at a purchase price of $500 per Unit. The
Registration Statement was declared effective on June 23, 1983, and the
offering commenced shortly thereafter. The offering terminated in January
1984, at which time subscriptions had been received for all 100,000 Units,
representing gross capital contributions of $50,000,000.
During 1983 and 1984, the Registrant invested in six Syndicating
Partnerships by making capital contributions of $2,904,000. Also during this
period, the Registrant pledged approximately $46,000,000 as collateral to
secure loans and letters of credit obtained by the Syndicating Partnerships
totaling approximately $130,000,000. As of September 24, 1984, all such loans,
letters of credit and guarantees had been repaid or released and the
Registrant's collateral had been returned. On September 24, 1984, the
Registrant, in accordance with its original business plan, distributed
$50,000,000 to its limited partners ("Limited Partners"), an amount equal to
their original capital contributions. In order to accomplish this
distribution, and to distribute to the General Partners their allocable share
of Cash Available for Distribution (as defined in the partnership
2
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agreement for the Registrant), the General Partners contributed approximately
$3,000,000 to the capital of the Registrant.
As of March 1, 1998, the Registrant retained interests in two
Syndicating Partnerships. Two of the Syndicating Partnerships, RC Commercial
and RC Apartments, owned interests in a single mixed-use building referred to
as "River City" which was foreclosed on in January 1998. See "Subsequent Event"
below. The other two Syndicating Partnerships own interests in office buildings
referred to as "One Financial Place" and "Nineteen New York Properties",
respectively.
The only business of the Registrant was investing in Syndicating
Partnerships. The Registrant's business is currently limited to holding and
monitoring its investments in the Syndicating Partnerships. The Registrant
will not make any further investments.
Employees
The Registrant does not have any employees. Services are performed
for the Registrant by the General Partners and agents retained by it.
Change in Control
Two Winthrop is a wholly-owned subsidiary of First Winthrop
Corporation ("First Winthrop"), a Delaware corporation, which in turn is
wholly-owned by Winthrop Financial Associates, A Limited Partnership ("WFA").
On July 18, 1995 Londonderry Acquisition II Limited Partnership, a
Delaware limited partnership ("Londonderry II"), an affiliate of Apollo Real
Estate Advisors, L.P. ("Apollo"), acquired, among other things, a general
partner interest in W.L. Realty and a sixty four percent (64%) limited
partnership interest in W.L. Realty. WFA owns the remaining thirty five
percent (35%) limited partnership interest in W.L. Realty.
As a result of the foregoing acquisitions, Londonderry II is the sole
general partner of W.L. Realty which is the sole general partner of Linnaeus,
which in turn was, until October 27, 1998, the sole, and currently is the
managing, general partner of WFA. As a result of the foregoing, effective July
18, 1995, Londonderry II became the controlling entity of the General
Partners. In connection with the transfer of control, the officers and
directors of Two Winthrop resigned and Londonderry II appointed new officers
and directors. See "Item 9, Directors, Executive
3
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Officers, Promoters and Control Persons; Compliance with Section 16(a) of the
Exchange Act."
Until July 18, 1995, the general partners of Linnaeus-Phoenix were
Mr. Halleran and Jonathan W. Wexler, former directors, officers and employees
of WFA. Former employees of First Winthrop and WFA are the limited partners of
Linnaeus-Phoenix. On July 18, 1995, the general partnership interest was
transferred to WFA.
Subsequent Event
River City. The River City property was owned by two Syndicating
Partnerships in which the Registrant had invested. The Registrant retained a
1.4% and .5% interest in RC Commercial Limited Partnership and RC Apartments
Limited Partnership (collectively, the "RC Partnerships"), respectively.
The River City property conducted operations under a provisional
workout arrangement with The Department of Housing and Urban Development
("HUD") since 1987 when the property first became in default under its
mortgage loan obligations with HUD. In December 1996, HUD sold the mortgage
loan at public action. The successful bidder for the mortgage loan was an
affiliate of the Managing General Partner, who purchased the loan to forestall
foreclosure proceedings while efforts were made to restructure the debt. In
1997, the mortgage loan was sold and, in January 1998 due to the value of the
River City property being less than the outstanding indebtedness, the River
City property was foreclosed upon by the noteholder. The amount of taxable
income in 1998 attributable to the Partnership as a result of this foreclosure
is expected to be $1,130,000 or $11.00 per unit.
Item 2. Description of Property.
Other than the investments in Syndicating Partnerships set forth
below, the Registrant does not own any property.
4
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The table below describes the properties in which the Registrant
currently, through the respective Syndicating Partnership, retains an
ownership interest.
Registrant Capital
Contribution Percentage
to Syndicating Interest
Property Type of Property Partnerships of Registrant(1)
- -------- ---------------- ------------ ----------------
One Financial Place Commercial Office $ 200,000 1.0
Building
Nineteen New York Commercial Office 2,500,000 5.2
Properties Properties ----------
$2,700,000
==========
- ----------------
(1) Represents the Registrant's interest in operating profits, losses and
cash distributions of the Syndicating Partnerships. The Registrant's
interest in profits, losses, and cash distributions in connection with a
sale or refinancing of all or part of a property owned by a Syndicating
Partnership may differ from the percentages set forth in the table
above.
One Financial Place. Registrant owns an interest in One Financial
Place Limited Partnership, a Syndicating Partnership which holds an indirect
interest in One Financial Place Partnership ("OFPP"). OFPP owns and operates a
39-story office building in Chicago, Illinois. Due to declining market
conditions resulting in lease renewals at rates insufficient to satisfy its
debt service, OFPP filed a "pre-packaged" bankruptcy plan under Chapter 11 of
the U.S. Bankruptcy Code on November 28, 1994. The Plan was approved on
January 31, 1995, and provides for, among other matters, an extension of the
first mortgage loan until October 1998. The restructuring should permit OFPP
to retain ownership of its property through 1998 to possibly benefit from any
recovery of the local real estate market, if one should occur. However, given
the level of debt encumbering the property, it is likely that OFPP will not
realize any proceeds from the disposition of its property, whether by sale or
mortgage foreclosure. Therefore, the Registrant presently carries the interest
at a net realizable value of zero.
19NY. The Registrant owns an interest in 1626 New York Associates
Limited Partnership ("1626"), a Syndicating Partnership which holds an
interest in Nineteen New York Properties ("19NY"). 19NY originally acquired 19
commercial properties in 1984. As of March 1, 1998, 19NY owned five
properties.
In February 1996, 19NY restructured the mortgage loans on four
commercial properties (one of which was sold in January 1998), and conveyed
one other property to its mortgage lender in consideration for the release of
a mortgage loan held by that
5
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lender on another property. In addition, the loan encumbering the other two
properties was refinanced in 1997. The mortgage loans on the four commercial
properties (the "Zeus Loans") were scheduled to mature in February 1998,
however, the lender has extended these loans on a month by month basis. It is
anticipated that the lender will continue to extend these loans until the
properties are sold. The mortgage loans on the remaining two properties mature
in August 1999. Given the level of debt encumbering the properties, it is
likely 19NY will not realize any proceeds from the disposition of its
properties, whether by sale or through mortgage foreclosure. Therefore, the
Registrant presently carries the interest at a net realizable value of zero.
See Item 6 "Management's Discussion and Analysis or Plan of
Operation" for information relating to future operations of the Registrant and
the Syndicating Partnerships.
Item 3. Legal Proceedings.
There are no material pending legal proceedings to which the
Registrant is a party or of which any of its property is subject.
Item 4. Submission of Matters to a Vote of Security Holders.
No matter was submitted to a vote of security holders during the
period covered by this report.
6
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PART II
Item 5. Market for the Registrant's Common Equity and Related Stockholder
Matters.
The Registrant is a partnership and thus has no common stock. There
is no established public trading market for the Units. Trading in the Units is
sporadic and occurs solely through private transactions.
As of March 15, 1998, there were 1,734 holders of outstanding Units
of record.
For the year ended December 31, 1984, $50,000,000 was distributed to
the Limited Partners; an amount equal to their original capital contributions.
There were no cash distributions paid or accrued for the years ended December
31, 1985 through 1997. See "Item 6 Management's Discussion and Analysis or
Plan of Operation," for information relating to the Registrant's ability to
make future distributions.
7
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Item 6. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
The Registrant's business is currently limited to holding and
monitoring its investments in the Syndicating Partnerships. The Registrant
will not make any further investments.
The Registrant requires cash to pay operating expenses associated
with reporting to its Limited Partners, including audit, printing and mailing
costs. The General Partners have been making loans to the Registrant
sufficient to pay these expenses and are expected to do so in future years to
the extent that the Registrant does not receive cash flow from the Syndicating
Partnerships sufficient to meet such cash requirements. However, there is no
requirement under the Registrant's partnership agreement for the General
Partners to continue to fund operating deficits. To date, the General Partners
have advanced $233,175 to the Registrant, of which $34,830 was advanced in
1997. These loans are non-interest bearing and are to be repaid out of cash
distributions, if any, which the Registrant receives from the Syndicating
Partnerships. The loans are to be repaid prior to the Registrant making any
cash distributions to its Limited Partners.
The results of operations in 1997 declined from those in 1996, due to
increases in tax return processing costs and printing and mailing costs. It is
expected that the Registrant's results of operations in future years will be
similar to those in 1997. Due to continued operating deficits and the general
market conditions affecting the assets of the Syndicating Partnerships, the
Registrant determined it was necessary to write down to zero its investment in
RC Commercial and RC Apartments in 1989, 1626 New York Associates Limited
Partnership in 1990, and One Financial Place in 1991.
It is not anticipated that the Registrant will receive cash
distributions from any of the Syndicating Partnerships in the future. As of
March 1, 1998, the two remaining Syndicating Partnerships, in which the
Registrant is currently invested in, incurred severe financial problems from
which they have never recovered due to the deterioration of real estate
markets across the United States in the 1980's.
In September 1991, the Syndicating Partnership owning One Financial
Place defaulted on its mortgage debt and unsecured loans. Since that date the
Syndicating Partnership attempted to negotiate a restructuring agreement with
its various lenders. In January, 1995, a restructuring became effective which,
among other changes, cured the defaults on the Syndicating
8
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Partnership's various secured and unsecured loans, extended the maturity date
of its mortgage loans by three years to October 1, 1998 and reduced its
required debt service payments. Thus, the restructuring permits the
Syndicating Partnership to retain ownership of One Financial Place. It is not
anticipated, however, that One Financial Place will have sufficient value to
enable it to refinance or sell its assets. Accordingly, it is expected that
the lender will foreclose on One Financial Place's asset.
The two Syndicating Partnerships owning River City have been in
default on their mortgage debt since June 1987. In 1997, the Syndicating
Partnerships entered into an agreement to sell the River City property. The
property was sold in January 1998. All of the proceeds from the sale were used
to partially satisfy the outstanding mortgage indebtedness. For financial
reporting purposes, no gain or loss will be recognized in 1998. For tax
reporting purposes, the disposition of the property will cause taxable income
to be allocated to the Registrant, but will not produce a cash distribution to
the Registrant.
The Syndicating Partnership owning an interest in Nineteen New York
Properties ("19NY") restructured its debt on four properties ("Zeus
Properties"), which substantially reduced 19NY's current debt service
requirements through February 1998. As a result of this modification, the
likelihood of a monetary default had been deferred from 1996 to 1998.
Consequently, the negative tax consequences associated with the sale or
foreclosure of the Properties was deferred for up to two years.
On January 13, 1998, 19NY sold its 1372 Broadway property. All of the
proceeds were used to partially satisfy its outstanding mortgage indebtedness,
with the unsatisfied portion of the debt being reallocated among the remaining
Zeus Properties.
In February 1998, the lender on the Zeus Properties extended the
maturity date on the debt to March 31, 1998. Although there can be no
assurance that the lender will do so, it is anticipated that the lender will
continue to extend these loans on a month by month basis until the Zeus
Properties are sold.
In addition, the loans encumbering the other two remaining
properties, which were scheduled to mature, were refinanced in 1997.
As of March 1, 1998, 19NY owns five commercial properties in New York
City. Given the level of debt encumbering all of 19NY's properties, it is
likely that 19NY will not realize any proceeds
9
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from the disposition of its properties, whether by sale or through mortgage
foreclosure. The ultimate disposition of 19NY's properties will cause taxable
income to be allocated to the Registrant, but will not produce a cash
distribution to the Registrant.
The Registrant is dependent upon the General Partner for management
and administrative services. The General Partner has completed an assessment
and believes that its computer systems will function properly with respect to
dates in the year 2000 and thereafter (the "Year 2000 Issue"). Accordingly, it
is not expected that the Registrant will incur any material costs associated
with, or be materially affected by, the Year 2000 Issue.
The matters discussed in this Form 10-KSB contain certain
forward-looking statements and involve risks and uncertainties (including
changing market conditions, competitive and regulatory matters, etc.) detailed
in the disclosure contained in this Form 10-KSB and the other filings with the
Securities and Exchange Commission made by the Registrant from time to time.
The discussion of the Registrant's business and results of operations,
including forward-looking statements pertaining to such matters, does not take
into account the effects of any changes to the Registrant's business and
results of operation. Accordingly, actual results could differ materially from
those projected in the forward-looking statements as a result of a number of
factors, including those identified herein.
10
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Item 7. Financial Statements
Financial Statements
Year Ended December 31, 1997
Table of Contents
Page
----
Independent Auditors' Report F - 2
Financial Statements:
Balance Sheets at December 31, 1997 and 1996 F - 3
Statements of Operations for the Years Ended
December 31, 1997 and 1996 F - 4
Statements of Partners' Deficit for the Years Ended
December 31, 1997 and 1996 F - 5
Statements of Cash Flows for the Years
Ended December 31, 1997 and 1996 F - 6
Notes to Financial Statements F - 7
F-1
<PAGE>
Independent Auditors' Report
To the Partners of
Winthrop Interim Partners I,
A Limited Partnership:
We have audited the accompanying balance sheets of Winthrop Interim
Partners I, A Limited Partnership (a Maryland limited partnership) (the
"Partnership") as of December 31, 1997 and 1996, and the related statements of
operations, changes in partners deficit and cash flows for the years then
ended. 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
audits to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Winthrop Interim
Partners I, A Limited Partnership, as of December 31, 1997 and 1996, and the
results of its operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.
/s/ Imowitz Koenig & Co., LLP
New York, New York
March 24, 1998
F-2
<PAGE>
WINTHROP INTERIM PARTNERS I,
A LIMITED PARTNERSHIP
BALANCE SHEETS
<TABLE>
<CAPTION>
DECEMBER 31,
---------------------------------------------
ASSETS 1997 1996
--------------------- --------------------
<S> <C> <C>
Cash $ 13 $ 13
--------------------- --------------------
Total Assets $ 13 $ 13
===================== ====================
LIABILITIES AND PARTNERS' DEFICIT
Liabilities:
Loans payable to affiliates $ 233,175 $ 198,345
--------------------- --------------------
Total liabilities 233,175 198,345
--------------------- --------------------
Partners' Deficit:
Limited partners deficit -
$500 stated value per unit - authorized,
issued and outstanding - 99,990
units as of December 31, 1997
and 1996 (2,749,284) (2,714,802)
General partners' capital 2,516,122 2,516,470
--------------------- --------------------
Total partners' deficit (233,162) (198,332)
--------------------- --------------------
Total liabilities and partners' deficit $ 13 $ 13
===================== ====================
</TABLE>
See notes to financial statements.
F-3
<PAGE>
WINTHROP INTERIM PARTNERS I,
A LIMITED PARTNERSHIP
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
--------------------------------------------
1997 1996
--------------------------------------------
<S> <C> <C>
Expenses:
General and administrative $ 34,830 $ 15,370
--------------------- --------------------
Total expenses 34,830 15,370
--------------------- --------------------
Net loss $ (34,830) $ (15,370)
===================== ====================
Net Loss Allocated:
General Partners $ (348) $ (154)
===================== ====================
Limited Partners $ (34,482) $ (15,216)
===================== ====================
Net loss per unit of limited partnership interest $ (0.34) $ (0.15)
===================== ====================
</TABLE>
See notes to financial statements.
F-4
<PAGE>
WINTHROP INTERIM PARTNERS I,
A LIMITED PARTNERSHIP
STATEMENTS OF PARTNERS' DEFICIT
YEARS ENDED DECEMBER 31, 1997 AND 1996
<TABLE>
<CAPTION>
Units of
Limited General Limited Total
Partnership Partner's Partners' Partners'
Interest capital (deficit) (deficit)
-------------------- ---------------------- --------------------- --------------------
<S> <C> <C> <C> <C>
Balance - December 31, 1995 99,990 $ 2,516,624 $ (2,699,586) $ (182,962)
Net loss - (154) (15,216) (15,370)
-------------------- ---------------------- --------------------- --------------------
Balance - December 31, 1996 99,990 2,516,470 (2,714,802) (198,332)
Net loss - (348) (34,482) (34,830)
-------------------- ---------------------- --------------------- --------------------
Balance - December 31, 1997 99,990 $ 2,516,122 $ (2,749,284) $ (233,162)
==================== ====================== ===================== ====================
</TABLE>
See notes to financial statements.
F-5
<PAGE>
WINTHROP INTERIM PARTNERS I,
A LIMITED PARTNERSHIP
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
--------------------------------------------
1997 1996
--------------------------------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (34,830) $ (15,370)
--------------------- --------------------
Cash used in operating activities (34,830) (15,370)
--------------------- --------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in loans payable 34,830 15,370
--------------------- --------------------
Cash provided by financing activities 34,830 15,370
--------------------- --------------------
Decrease in cash - -
Cash at Beginning of Year 13 13
--------------------- --------------------
Cash at End of Year $ 13 $ 13
===================== ====================
</TABLE>
See notes to financial statements.
F-6
<PAGE>
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1997 AND 1996
NOTE 1 - ORGANIZATION
Winthrop Interim Partners I, A Limited Partnership (the
"Partnership") was organized on April 14, 1983 under the Revised Uniform
Limited Partnership Act of the State of Maryland. The Partnership will
terminate on December 31, 2033 or sooner, in accordance with the terms of the
Partnership's agreement.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The accompanying financial statements have been prepared on the
accrual basis of accounting.
Income Taxes
Taxable income or loss of the Partnership is reported in the income
tax returns of its partners. Accordingly, no provision for income taxes is
made in the financial statements of the Partnership.
Investments in Syndicating Partnerships
The Partnership invested, as a general or limited partner, and
initially maintained substantial equity interests in six general or limited
partnerships and joint ventures (the "Syndicating Partnerships"), which own
real estate or other property. As of December 31, 1997 and 1996, the
Partnership had interests in four Syndicating Partnerships (see Note 6).
The Partnership accounts for these investments under the cost method
of accounting. This accounting policy is being followed since the
Partnership's period of substantial ownership was expected to be temporary and
the Partnership does not control or significantly influence the day-to-day
operations of the Syndicating Partnerships.
In general, under the cost method of accounting for investments, the
investment is recorded at cost, unless a permanent impairment in value to less
than cost has occurred, in which case the carrying value of the investment is
reduced. Any distributions are recorded as income, to the extent that they are
a distribution of earnings.
F-7
<PAGE>
NOTE 3 - TRANSACTIONS WITH RELATED PARTIES
Two Winthrop Properties, Inc. ("Two Winthrop"), the managing general
partner, is a wholly owned subsidiary of First Winthrop Corporation, which in
turn is controlled by Winthrop Financial Associates, A Limited Partnership.
The general partners are entitled to 1% of any profits or losses for
tax purposes and 1% of cash available for distribution. The general partners
currently satisfy all the Partnership's cash requirements for general and
administrative expenses through non-interest bearing loans to be repaid out of
future cash flows from the Syndicating Partnerships. It is not practicable to
estimate the fair value of these loans because it cannot be determined whether
financing with similar terms and conditions would be available to the
Partnership.
Affiliates of the general partners earned various fees in connection
with the formation and operations of the Syndicating Partnerships. During the
liquidation stage of the Partnership, the general partners and their
affiliates are entitled to receive certain distributions, as described in the
Partnership agreement.
NOTE 4 - INVESTMENTS IN SYNDICATING PARTNERSHIPS
The Partnership invested a total of $2,904,000 and acquired initial
general or limited partner equity interests ranging from 75% to 99% in six
Syndicating Partnerships. The Syndicating Partnerships entered into credit
agreements with lending institutions to finance their organization and
acquisition of properties prior to the admission of additional partners (the
"Additional Partners"). The Partnership guaranteed the credit obligations of
the Syndicating Partnership and pledged certain assets to the lending
institutions. Upon admission of the Additional Partners, the obligations under
the credit agreements were repaid and the Partnership's collateral was
released. Subsequent to the admission of the Additional Partners, the
Partnership's equity interest in each Syndicating Partnership was reduced to
less than 6%.
The Partnership currently accounts for all investments under the cost
method of accounting. Due to continued operating deficits, debt defaults and
the general market conditions affecting the assets, the Partnership determined
it was necessary to write down the investment in the four remaining
Syndicating Partnerships to their net realizable value of zero.
F-8
<PAGE>
NOTE 5 - RECONCILIATION TO INCOME TAX METHOD OF ACCOUNTING
The difference between the accrual method of accounting for income
tax reporting and the accrual method of accounting used in the financial
statements is related to the differences in recognition of the Partnership's
share of the Syndicating Partnerships' results of operations. As of December
31, 1997 and 1996 the differences are as follows:
1997 1996
----------- -----------
Net (loss) - financial statements $ (34,830) $ (15,370)
Equity in Syndicating Partnerships
tax (loss) income (426,530) 2,341,826
----------- -----------
Net (loss) income - income tax method $ (461,360) $ 2,326,456
=========== ===========
NOTE 6 - SUBSEQUENT EVENT
In January 1998, the River City property, which was owned by two of
the Syndicating Partnerships in which the Partnership had invested in, was
lost through foreclosure. For financial reporting purposes, no gain or loss
will be recognized.
F-9
<PAGE>
Item 8. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure.
There were no disagreements with Imowitz Koenig & Co., LLP regarding
the 1997 or 1996 audits of the Partnership's financial statements.
20
<PAGE>
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act.
The Registrant has no officers or directors. The Managing General
Partner manages and controls substantially all of the Registrant's affairs and
has general responsibility and ultimate authority in all matters affecting its
business. As of March 1, 1998, the names of the directors and executive
officers of the Managing General Partner and the position held by each of
them, are as follows:
Has served as a
Director and/or
Officer of the
Managing
Name Positions Held General Partner since
---- -------------- ---------------------
Michael L. Ashner Chief Executive January 1996
Officer and
Director
Edward Williams Chief Financial April 1996
Officer,
Vice President
and Treasurer
Peter Braverman Senior Vice January 1996
President and Director
Carroll Vinson Vice President - Residential October 1997
and Director
Carolyn Tiffany Vice President and Clerk October 1995
Michael L. Ashner, age 46, has been the Chief Executive Officer of
Winthrop Financial Associates, A Limited Partnership ("WFA") since January 15,
1996. From June 1994 until January 1996, Mr. Ashner was a Director, President
and Co-chairman of National Property Investors, Inc., a real estate investment
company ("NPI"). Mr. Ashner was also a Director and executive officer of NPI
Property Management Corporation ("NPI Management") from April 1984 until
January 1996. In addition, since 1981 Mr. Ashner has been President of Exeter
Capital Corporation, a firm which has organized and administered real estate
limited partnerships.
21
<PAGE>
Edward V. Williams, age 57, has been the Chief Financial Officer of
WFA since April 1996. From June 1991 through March 1996, Mr. Williams was
Controller of NPI and NPI Management. Prior to 1991, Mr. Williams held other
real estate related positions including Treasurer of Johnstown American
Companies and Senior Manager at Price Waterhouse.
Peter Braverman, age 46, has been a Senior Vice President of WFA
since January 1996. From June 1995 until January 1996, Mr. Braverman was a
Vice President of NPI and NPI Management. From June 1991 until March 1994, Mr.
Braverman was President of the Braverman Group, a firm specializing in
management consulting for the real estate and construction industries. From
1988 to 1991, Mr. Braverman was a Vice President and Assistant Secretary of
Fischbach Corporation, a publicly traded, international real estate and
construction firm.
Carroll D. Vinson, age 57, has been Vice President - Residential and
a Director of the Managing General Partner since October 1997. He has acted as
Chief Operating Officer of Insignia Properties Trust since May 1997. During
1993 to August 1994, Mr. Vinson was affiliated with Crisp, Hughes & Co.
(regional CPA firm) and engaged in various other investment and consulting
activities which included portfolio acquisitions, asset dispositions, debt
restructurings and financial reporting. Briefly, in early 1993, Mr. Vinson
served as President and Chief Executive Officer of Angeles Corporation, a real
estate investment firm.
Carolyn Tiffany, age 31, has been employed with WFA since January
1993. From 1993 to September 1995, Ms. Tiffany was a Senior Analyst and
Associate in WFA's accounting and asset management departments. From October
1995 to present Ms. Tiffany has been a Vice President in the asset management
and investor relations departments of WFA.
One or more of the above persons are also directors or officers of a
general partner (or general partner of a general partner) of the following
limited partnerships which either have a class of securities registered
pursuant to Section 12(g) of the Securities and Exchange Act of 1934, or are
subject to the reporting requirements of Section 15(d) of such Act: Winthrop
Partners 79 Limited Partnership; Winthrop Partners 80 Limited Partnership;
Winthrop Partners 81 Limited Partnership; Winthrop Residential Associates I, A
Limited Partnership; Winthrop Residential Associates II, A Limited
Partnership; Winthrop Residential Associates III, A Limited Partnership; 1626
New York Associates Limited Partnership; 1999 Broadway Associates Limited
Partnership; Nantucket Island Associates Limited Partnership; One Financial
Place Limited Partnership; Presidential Associates I
22
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Limited Partnership; Riverside Park Associates Limited Partnership; Springhill
Lake Investors Limited Partnership; Twelve AMH Associates Limited Partnership;
Winthrop California Investors Limited Partnership; Winthrop Growth Investors I
Limited Partnership; Southeastern Income Properties Limited Partnership;
Southeastern Income Properties II Limited Partnership; and Winthrop Miami
Associates Limited Partnership.
Except as indicated above, neither the Registrant nor the Managing
General Partner has any significant employees within the meaning of Item
401(b) of Regulation S-B. There are no family relationships among the officers
and directors of the Managing General Partner.
Based solely upon a review of Forms 3 and 4 and amendments thereto
furnished to the Registrant under Rule 16a-3(e) during the Registrant's most
recent fiscal year and Forms 5 and amendments thereto furnished to the
Registrant with respect to its most recent fiscal year, the Registrant is not
aware of any director, officer or beneficial owner of more than ten percent of
the units of limited partnership interest in the Registrant that failed to
file on a timely basis, as disclosed in the above Forms, reports required by
section 16(a) of the Exchange Act during the most recent fiscal year or prior
fiscal years.
Item 10. Executive Compensation.
The Registrant is not required to and did not pay any compensation to
the officers or directors of the Managing General Partner. The Managing
General Partner does not presently pay any compensation to any of its officers
and directors (See "Item 12, Certain Relationships and Related Transactions").
Item 11. Security Ownership of Certain Beneficial Owners and
Management.
(a) Security Ownership of Certain Beneficial Owners.
The General Partners own all the outstanding general
partnership interests. No person or group is known by the Registrant to be the
beneficial owner of more than 5% of the outstanding Units at March 15, 1998.
(b) Security Ownership of Management.
No executive officer, director or general partner of Two
Winthrop, Linnaeus-Phoenix or WFA own any Units of the
23
<PAGE>
Registrant, or has the right to acquire beneficial ownership of additional
Units.
(c) Changes in Control.
There exists no arrangement known to the Registrant the
operation of which may at a subsequent date result in a change in control of
the Registrant.
Item 12. Certain Relationships and Related Transactions.
As of March 15, 1998, the Registrant has borrowed $233,175 from the
General Partners to fund its operating expenses. No interest accrues on this
loan and no imputed interest is calculated for tax or other reporting
purposes. Since the Registrant is a limited partnership, it has no directors
or officers. In addition, the Registrant has had no transactions with
individual officers or directors of the Managing General Partner other than
any indirect interest such officers and directors may have in the compensation
paid to the Managing General Partner, or its affiliates by virtue of (i) their
indirect ownership in WFA, the indirect parent of the Managing General
Partner, or (ii) their partnership interests in Linnaeus-Phoenix
The Registrant did not pay or accrue for the account of the General
Partners and their affiliates any compensation for the years ended December
31, 1996 and 1997.
Item 13. Exhibits and Reports on Form 8-K.
(a) Exhibits - The exhibits listed in the accompanying Index to
Exhibits are filed as part of this Annual Report and incorporated in this
Annual Report as set forth in said index.
(b) Reports on Form 8-K:
No reports on Form 8-K were filed during the last quarter
covered by this report.
24
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
WINTHROP INTERIM PARTNERS I,
A LIMITED PARTNERSHIP
By: TWO WINTHROP PROPERTIES, INC.,
Managing General Partner
By: /s/ Michael L. Ashner
-------------------------
Michael L. Ashner
Chief Executive Officer
Date: March 28, 1998
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Signature/Name Title Date
- -------------- ----- ----
/s/ Michael L. Ashner Chief Executive March 28, 1998
- --------------------- Officer and Director
Michael L. Ashner
/s/ Edward Williams Chief Financial Officer March 28, 1998
- ---------------------
Edward Williams
/s/ Peter Braverman Senior Vice President March 28, 1998
- --------------------- and Director
Peter Braverman
25
<PAGE>
INDEX TO EXHIBITS
Exhibit Number Title of Document
3. 4. Agreement and Certificate of Limited
Partnership of Winthrop Interim Partners I, A
Limited Partnership, dated as of April 14, 1983
(incorporated herein by reference to the
Registrant's Registration Statement on Form
S-11, File No. 2-83272).
27 Finacial Data Schedule 27
26
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
The schedule contains summary financial information extracted from Winthrop
Interim Partners I, A Limited Partnership and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<CASH> 13
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 13
<CURRENT-LIABILITIES> 233,175
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> (233,162)
<TOTAL-LIABILITY-AND-EQUITY> 13
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 34,830
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (34,830)
<INCOME-TAX> 0
<INCOME-CONTINUING> (34,830)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (34,830)
<EPS-PRIMARY> (.34)
<EPS-DILUTED> (.34)
</TABLE>
