WINTHROP GROWTH INVESTORS I LP
10-K/A, 1995-07-31
REAL ESTATE
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                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-K/A

                 Annual Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934
                                                               Commission File
For the fiscal year ended December 31, 1994                    Number  2-84760
                          -------------------------

                WINTHROP GROWTH INVESTORS 1 LIMITED PARTNERSHIP
             (Exact name of registrant as specified in its charter)

         Massachusetts                                      04-2839837
(State or other jurisdiction of                           (I.R.S. Employer
incorporation or  organization)                        Identification  No.)

One International Place, Boston, Massachusetts            02110
     (Address of principal executive offices)           (Zip  Code)

Registrant's telephone number, including area code:   (617) 330-8600

        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-K 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-K/A or any amendment to
this Form 10-K/A. 
                                                [ X ]


          No voting stock is held by non-affiliates of the Registrant.

   No market exists for the limited partnership interests of the Registrant,
   and, therefore, no aggregate market value can be computed.  The purpose of 
   this amendment is to submit the Fiancial Data Schedule.






<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 GROWTH INVESTORS I
                                            LIMITED PARTNERSHIP


                                            By:  TWO WINTHROP PROPERTIES, INC.,
                                                  Managing General Partner


Date:  July 28, 1995                        By:    /s/ Judith A. Miller
                                                 -------------------------------
                                                   Judith A. Miller
                                                   Vice President


                WINTHROP GROWTH INVESTORS I LIMITED PARTNERSHIP

                         NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 1994 AND 1993

                WINTHROP GROWTH INVESTORS I LIMITED PARTNERSHIP

INDEX TO EXHIBITS

Exhibit  Title of Document Page
  No.
     3    Amended and  Restated  Agreement  of Limited  Partnership  of Winthrop
          Growth Investors I Limited Partnership dated as of May 11, 1984 (filed
          as an  exhibit to the  Partnership's  Registration  Statement  on Form
          2-11, File No. 2-84760, and incorporated herein by reference)

     4(a) See Exhibit 3

  10(a)   Property  Management  Agreement  between  Winthrop Growth  Investors I
          Limited  Partnership  and WP Management  Co., Inc.  dated May 11, 1984
          (filed as an exhibit to the  Partnership's  Registration  Statement on
          Form S-11, File No. 2-84760, and incorporated herein by reference)

     (b)  Documents  relating to the  Sunflower  Apartments  property in Dallas,
          Texas  (filed  as a part  of  Post-Effective  Amendment  No.  1 to the
          Partnership's  Registration  Statement on Form S-11, File No. 2-84760,
          and incor- porated herein by reference)

     (c)  Documents  relating  to the  Meadow  Wood  Apartments  prop-  erty  in
          Jacksonville,  Florida (filed as part of Post- Effective Amendment No.
          2 to the Partnership's  Registration  Statement on Form S-11, File No.
          2-84760, and incorporated herein by reference)

     (d)  Documents  relating  to the  Stratford  Place  Apartments  property in
          Gaithersburg,  Maryland  (filed  as an  exhibit  to the  Partnership's
          Current  Report on Form 8-K  filed  January  6, 1986 and  incorporated
          herein by reference)

     (e)  Documents  relating to the Stratford  Village  Apartments  property in
          Montgomery,  Alabama (filed as an Exhibit to the Partnership's Current
          Report on Form 8-K filed on March 17, 1986 and incorporated  herein by
          reference)


     (f)  Amendment Number One to the Joint Venture  Agreement of DEK Associates
          Joint  Venture,  dated October 7, 1988  (Sunflower)  (filed as Exhibit
          10(f) to the Partnership's  Annual Report on Form 10-K, filed on March
          31, 1989 and incorporated herein by reference)

     (g)  Meadow Wood Winthrop  Associates Limited  Partnership  Certificate and
          Agreement  filed on December  1, 1988  (filed as Exhibit  10(g) to the
          Partnership's  Annual  Report on Form 10-K filed on March 31, 1989 and
          incorporated herein by reference)

     (h)  Management Agreement between Winthrop Management and Meadow Wood dated
          February 1, 1990

     (i)  Management  Agreement between Stratford Place and Winthrop  Management
          dated January 1, 1990

     (j)  Management  Agreement between Sunflower and Winthrop  Management dated
          April 1, 1990

  27      Financial Data Schedule for the period ended December 31, 1994      

  28 (a)  Pages 7-10, 17-24 and 24-27 of the Partnership's  Prospectus dated May
          11, 1984 (filed with the Commission pursuant to Rule 424(b) on July 3,
          1984) P

     (b)  Supplement  to the  Partnership's  Prospectus  dated  August 24,  1984
          (filed with the  Commission  pursuant to Rule 424(c) on  September  7,
          1984) P

     (c)  Supplement  to the  Partnership's  Prospectus  dated  November 2, 1984
          (filed  with the  Commission  pursuant  to Rule  424(c) on November 6,
          1984) P

     (d)  Supplement  to the  Partnership's  Prospectus  dated  November 8, 1984
          (filed  as  a  part  of   Post-Effective   Amendment   No.  1  to  the
          Partnership's  Registration  Statement on Form S-11, File No. 2-84760,
          and incorporated herein by reference)

  28(e)   Supplement  to the  Partnership's  Prospectus  dated  February 5, 1985
          (filed  as  a  part  of   Post-Effective   Amendment   No.  2  to  the
          Partnership's  Registration  Statement on Form S-11, File No. 2-84760,
          and incorporated herein by reference)

     (f)  Current Report on Form 8-K (filed January 6, 1986) P

     (g)  Amendment  No. 1 to January 6, 1986 Current  Report on Form 8-K (filed
          on February 20, 1986 and incorporated herein by reference)

     (h)  Current Report on Form 8-K (filed March 17, 1986) 124


<TABLE> <S> <C>

    <ARTICLE>                                                      5
    <LEGEND>
    This schedule contains summary financial information
    extracted from audited financial statements for the
    year ending December 31, 1994 and is qualified
    in its entirety by reference to such financial statements
    </LEGEND>
    <CIK>                                                 0000722565
    <NAME>   Winthrop Growth Investors 1 L.P
    <MULTIPLIER>                                                   1
    <CURRENCY>                                          U.S. DOLLARS
           
    <S>                                              <C>
    <PERIOD-TYPE>                                    12-MOS
    <FISCAL-YEAR-END>                                    DEC-31-1994
    <PERIOD-START>                                       JAN-01-1994
    <PERIOD-END>                                         DEC-31-1994
    <EXCHANGE-RATE>                                          1.00000
    <CASH>                                                   923,214
    <SECURITIES>                                                   0
    <RECEIVABLES>                                                  0
    <ALLOWANCES>                                                   0
    <INVENTORY>                                                    0
    <CURRENT-ASSETS>                                       2,137,920
    <PP&E>                                                41,233,952
    <DEPRECIATION>                                        16,783,845
    <TOTAL-ASSETS>                                        27,511,241
    <CURRENT-LIABILITIES>                                    582,652
    <BONDS>                                               20,711,814
    <COMMON>                                                       0
                                              0
                                                        0
    <OTHER-SE>                                             6,216,775
    <TOTAL-LIABILITY-AND-EQUITY>                          27,511,241
    <SALES>                                                        0
    <TOTAL-REVENUES>                                       6,449,275
    <CGS>                                                          0
    <TOTAL-COSTS>                                          3,471,106
    <OTHER-EXPENSES>                                       1,751,457
    <LOSS-PROVISION>                                               0
    <INTEREST-EXPENSE>                                     2,000,474
    <INCOME-PRETAX>                                         (773,762)
    <INCOME-TAX>                                                   0
    <INCOME-CONTINUING>                                     (773,762)
    <DISCONTINUED>                                                 0
    <EXTRAORDINARY>                                                0
    <CHANGES>                                                      0
    <NET-INCOME>                                            (773,762)
    <EPS-PRIMARY>                                            (30.100)
    <EPS-DILUTED>                                              0.000
            
    
</TABLE>


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