<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
Annual Report Pursuant to Section 13 or 15(d) of
Securities Exchange Act of 1934
Commission File
For the year ended December 31, 1997 Number 0-12210
----------------- -------
PRESIDENTIAL ASSOCIATES I LIMITED PARTNERSHIP
-----------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Maryland 36-3110117
- ----------------------- ---------------------------------
(State of organization) (IRS Employer Identification No.)
5 Cambridge Center, Cambridge, Massachusetts 02142
- -------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Partnership's telephone number including area code: (617) 234-3000
--------------
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
-------------------------------------
(Title of Class)
Indicate by check mark whether the Partnership (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
Partnership 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 Partnership'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. [ ]
The Partnership's revenues for its most recent fiscal year were $264,350.
No market exists for the limited partnership interests of the Partnership, and,
therefore, no aggregate market value can be computed.
DOCUMENTS INCORPORATED BY REFERENCE
None
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PART I
Item 1. Description of Business.
Organization
Presidential Associates I Limited Partnership (the "Partnership") was
organized as a Maryland limited partnership under the Maryland Revised Uniform
Limited Partnership Act on July 20, 1983, for the purpose of investing in
Presidential Towers Ltd. (the "Operating Partnership"), an Illinois limited
partnership organized for the purpose of building, owning and operating a
residential apartment complex in downtown Chicago, Illinois (the "Project").
The general partners of the Partnership are Winthrop Financial Co.,
Inc., a Massachusetts corporation ("Winthrop Financial"), and Linnaeus-Phoenix
Associates Limited Partnership ("Linnaeus-Phoenix"). Winthrop Financial is the
Partnership's managing general partner. Collectively, Winthrop Financial and
Linnaeus-Phoenix are referred to herein as the "General Partners." Winthrop
Financial is a wholly-owned subsidiary of First Winthrop Corporation which is
wholly owned by Winthrop Financial Associates, A Limited Partnership ("WFA").
See "Change in Control."
The only business of the Partnership is investing as a limited partner
in the Operating Partnership. As of the date hereof, the general partners of
the Operating Partnership are (i) McHugh Levin Associates Venture ("McHugh
Levin"), an Illinois limited partnership whose general partners are James P.
McHugh and Daniel E. Levin, (ii) Madison-Canal Company, an Illinois limited
partnership whose general partner is Daniel J. Shannon and (iii) TKI
Presidential Partners.
As of the date hereof, the Partnership holds a 19.998% limited
partnership interest in the Operating Partnership. In exchange for this
interest the Partnership made a capital contribution of $33,172,524 to the
Operating Partnership. See "Restructuring of Operating Partnership."
Development
The Partnership was initially capitalized with contributions totaling
$300 from the General Partners. In September 1983, the Partnership completed a
private offering of 590 units of limited
2
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partnership interest (the "Units") pursuant to Regulation D under the
Securities Act of 1933. The Partnership raised $59,000,000 in capital
contributions from 545 investor limited partners (the "Limited Partners"). Of
the $59,000,000 raised, $697,380 was received upon the Limited Partners'
admission to the Partnership, and the balance was paid in installments pursuant
to the terms of promissory notes (the "Investor Notes") delivered to the
Partnership by the Limited Partners. The last installment was due on January
15, 1990. As of March 28, 1998, $66,959 of this installment remains
uncollected.
The General Partners and the general partners of the Operating
Partnership projected that these reserves and deficit loans would be sufficient
to fund operations until the Project could achieve break-even operations.
However, due to lower than projected revenues and higher than projected real
estate taxes, the Project's cash flow deficit was significantly higher than
anticipated, and thus the reserves were depleted sooner than anticipated.
Restructuring of Operating Partnership
After failing to meet its mortgage obligations, the mortgage loan on
the Project was assigned by the lender to the Department of Housing and Urban
Development ("HUD") which had insured the mortgage. The Operating Partnership
and HUD entered into a written tentative Restructuring Agreement (the
"Restructuring Agreement") in December 1991. The Restructuring Agreement, which
was implemented on April 18, 1995 and was approved by a majority in interest of
the limited partners of the Partnership, provided for the split of the then
existing mortgage note into two new mortgage notes. This was designed to afford
the Project achievable debt service obligations under the Restructuring
Agreement. Both new mortgage notes mature on the same date as the original
mortgage loan, September 1, 2028. HUD will, however, have the right to
accelerate the obligations evidenced by the notes at any time after June 1,
2015.
Each of the notes is prepayable in whole or in part at any time
without penalty. The new first mortgage note, in the amount of $127,000,000,
bears interest at an annual rate of 8.1%. All accrued and unpaid interest will
be compounded annually at the rate of 8.1%. The first mortgage note consists of
two tiers. The first tier, in the principal amount of $71,000,000, is to be
repaid through level monthly payments which amortizes the debt over the
remaining loan term. A service charge payable to HUD in
3
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the amount of 0.5% per annum of the then outstanding principal mortgage balance
will be payable monthly. The secondary tier note is in the amount of
$56,000,000. The secondary tier requires semi-annual payments of principal and
interest in an amount equal to 80% of the Project's net cash flow; provided,
however, that commencing on the tenth anniversary of the closing (June 1,
2005), the semi-annual payments will be in an amount equal to the greater of
(i) 80% of the Project's net cash flow or (ii) a fixed minimum payment of
$164,025 that shall increase each year between the eleventh year and twentieth
year after closing. The Operating Partnership made payments aggregating
$4,733,765 on account of the secondary tier during 1997. The annual HUD 0.5%
service charge will accrue on the then outstanding principal amount of the
second tier and be due only upon prepayment in full of the first mortgage note
or maturity of the first mortgage note. In addition, the Operating Partnership
is obligated to reduce the secondary tier's principal by a total of $10,000,000
over a six year period expiring June 1, 2001.
The principal amount of the new second mortgage note is $63,001,421.
The second mortgage note bears no interest and is payable from available
proceeds from a sale or refinancing of the Project. While the new second
mortgage note bears no interest, after payment in full of the principal amount
of the second mortgage note from the proceeds of a sale or refinancing of the
Project, 40% of all additional sale or refinancing proceeds shall be paid to
HUD until HUD shall have received $20,000,000 in excess of the principal amount
of the second mortgage note. HUD has the right to call this second note at any
time on or after June 1, 2015. The Restructuring Agreement also requires the
Operating Partnership to establish a deficit escrow account of $3,000,000 over
a six year period from sources other than the operating revenues of the Project
to provide additional collateral security for the mortgages. The two capital
requirements described above (the $10,000,000 reduction to the first mortgage
note's second tier and the $3,000,000 deficit escrow account) necessitated
raising $13,000,000 of new equity (available over six years, as required).
In order to implement the Restructuring Agreement and raise the
$13,000,000 of new equity, a third party investor, TKI Presidential Partners
("TKI"), was admitted to the Operating Partnership as a general partner. TKI
agreed to contribute $14,000,000 over a six year period (as required by the
Restructuring Agreement with HUD) in exchange for a 79% general partnership
interest in the Operating Partnership, 79% of all
4
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future distributions by the Operating Partnership of operating cash flow, a
preferential return of its capital contribution from the proceeds of a sale or
refinancing, 79% of all additional proceeds of a sale or refinancing, 100% of
all future tax losses of the Operating Partnership and effective control,
through rights to approve or initiate certain actions, over all major business
decisions affecting the Operating Partnership. As a result of TKI's investment,
the Partnership's interest in the Operating Partnership was reduced from a
94.99% limited partnership interest to a 19.998% limited partnership interest
and certain control rights over major business decisions of the Operating
Partnership were transferred to TKI. Pursuant to the terms of the Partnership
Agreement of the Operating Partnership, the Partnership is entitled to receive a
distribution from the Operating Partnership to reimburse it for its
administrative expenses and professional fees up to an annual maximum of
$30,000. In addition, the Operating Partnership made distributions to the
Partnership during 1995, 1996 and 1997 of approximately $102,980, $229,049 and
$255,839, respectively. However, due to TKI being entitled to a priority return,
there can be no assurance that the Operating Partnership will be able to make
additional distributions to the Partnership, if at all, until the property is
sold. However, due to the preferred return to TKI and HUD, it is possible that a
sale will not generate sufficient funds to permit a distribution to the
Partnership. Accordingly, it is anticipated that limited partners will not
receive a return of their original investment in the Partnership.
Change in Control
On July 18, 1995 Londonderry Acquisition II Limited Partnership
("Londonderry II"), a Delaware limited partnership, an affiliate of Apollo Real
Estate Advisors, L.P. ("Apollo"), acquired, among other things, a general
partner interest in W.L. Realty, L.P. ("W.L. Realty") and a sixty four percent
(64%) limited partnership interest in W.L. Realty, and WFA acquired the general
partnership interest in Linnaeus-Phoenix.
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,
and which in turn was, until October 28, 1997, the sole and currently is, the
managing general partner of WFA. As a result of the foregoing, effective July
18, 1995, Londonderry II, an affiliate of Apollo, became the controlling entity
of Winthrop Financial and Linnaeus-Phoenix. In connection with the transfer of
control, the officers and directors of
5
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Winthrop Financial resigned and Londonderry II appointed new officers and
directors. See Item 9, "Directors, Executive Officers, Promoters and Control
Persons; Compliance With Section 16(a) of the Exchange Act.
Employees
The Partnership has no employees. Affiliates of Winthrop Financial
provide administrative services for the Partnership.
Item 2. Description of Properties.
The Partnership has no properties other than its interest in the
Operating Partnership. For a description of the properties of the Operating
Partnership, see Item 1, Description of Business.
Item 3. Legal Proceedings.
To the best of the Partnership's knowledge, there is no material
pending legal proceedings to which it is a party.
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 Partnership's Common Stock and Related
Security Holder Matters.
The Partnership is a limited partnership and thus has no common stock.
There is no established public trading market for the Units of limited
partnership interest in the Partnership. Trading in Units is sporadic and
occurs solely through private transactions.
As of March 1, 1998, there were approximately 579 holders of 590
outstanding Units.
The Partnership's partnership agreement requires that Cash Flow (as
defined therein) be distributed to the partners in specified proportions at
reasonable intervals during the fiscal year and in any event no later than 60
days after the close of each fiscal year. There are no restrictions on the
Partnership's present or future ability to make distributions of cash flow. For
the year ended December 31, 1996, no cash distributions were made by the
Partnership. In April 1997, the Partnership made distributions to its partners
of $200,200 ($2,002 to the General Partners and $198,198 ($335.93 per unit) to
the limited partners). In June 1997, the Partnership made an additional
distribution to its partners of $104,603 ($1,046 to the General Partners and
$103,557 ($175.52 per unit ) to the limited partners). See Item 6 "Management's
Discussion and Analysis or Plan of Operation" for the Partnership's ability to
make distributions in the future.
7
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Item 6. Management's Discussion and Analysis or Plan of
Operation.
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 Partnership from time to time.
The discussion of the Partnership'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 Partnership'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.
Liquidity and Capital Resources
The Partnership's primary source of liquidity is distributions from
the Operating Partnership. As a result of the restructuring, the Partnership is
entitled to receive a distribution from the Operating Partnership to reimburse
it for its administrative expenses and professional fees up to an annual
maximum of $30,000 to cover these costs. During 1997, the Partnership received
distributions totaling $255,840 from the Operating Partnership as compared to
$229,049 in 1996. Due to TKI being entitled to a priority return from the
Operating Partnership, there can be no assurance that the Operating Partnership
will be able to continue to make distributions to the Partnership until the
property is sold. Furthermore, due to the preferred return to TKI and HUD, it
is possible that a sale will not generate sufficient funds to permit a
distribution to the Partnership. Accordingly, it is anticipated that limited
partners will not receive a return of their original investment in the
Partnership. See "Item 1, Business-Restructuring of Operating Partnership."
The Partnership is responsible for paying various administrative costs
associated with monitoring the Partnership's investment in the Operating
Partnership, and paying various professional fees associated with the affairs
of the Partnership. In order to satisfy certain of these administrative costs
and professional fees prior to the restructuring, Winthrop Financial made
non-interest bearing loans to the Partnership (collectively,
8
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the "WFC Loan"). In connection with the Restructuring of the Operating
Partnership, the amount due on the WFC Loan was forgiven in 1995. In addition,
the Partnership's partnership agreement was amended in 1995 to delete the
$125,000 annual administration fee payable to Winthrop Financial. As a result,
the Partnership recognized forgiveness of debt income in the amount of
$921,249.
Results of Operations
The Partnership's net income for the year ended December 31, 1997 was
$261,203 as compared to $230,481 for the year ended December 31, 1996. The
increase in net income is a result of an increase in distributions from the
Operating Partnership and an increase in interest income which were only
partially offset by an increase in operating expenses. Distributions from the
Operating Partnership increased from $229,049 in 1996 to $255,840 in 1997 and
interest income was 8,511 in 1997 as compared to $2,022 in 1996. The increase
in interest income is due to the Partnership having greater cash reserves in
1997.
As discussed above, future operation of the Partnership are subject to
the Operating Partnership's ability to make distributions to the Partnership.
Expenses are expected to remain relatively constant for future periods.
The General Partners believe that the inflation rate did not
materially affect the business or operating results of the Partnership during
the last three years; however, as discussed in Item 1 above, general economic
conditions have had a substantial effect on the operations of the Operating
Partnership since 1988. The residential market in Chicago is expected to
continue to be competitive for the foreseeable future.
9
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Item 7. Financial Statements.
TABLE OF CONTENTS
PAGE
INDEPENDENT AUDITORS' REPORT 11
FINANCIAL STATEMENTS
BALANCE SHEETS 12
STATEMENTS OF INCOME 13
STATEMENTS OF PARTNERS' EQUITY (DEFICIT) 14
STATEMENTS OF CASH FLOWS 15
NOTES TO FINANCIAL STATEMENTS 16
10
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INDEPENDENT AUDITORS' REPORT
To the Partners
Presidential Associates I Limited Partnership
We have audited the accompanying balance sheets of Presidential
Associates I Limited Partnership as of December 31, 1997 and 1996, and the
related statements of income, partners' equity (deficit) and cash flows for the
two years in the period ended December 31, 1997. 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 Presidential
Associates I Limited Partnership as of December 31, 1997 and 1996, and the
results of its operations, changes in partners' equity (deficit) and its cash
flows for the two years in the period ended December 31, 1997, in conformity
with generally accepted accounting principles.
/s/ Reznick, Fedder & Silverman
Bethesda, Maryland REZNICK, FEDDER & SILVERMAN
March 30, 1998
11
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Presidential Associates I Limited Partnership
BALANCE SHEETS
December 31,
ASSETS
<TABLE>
<CAPTION>
1997 1996
------------------ ------------------
<S> <C> <C>
Cash and cash equivalents $ 249,420 $ 319,440
Due from operating partnership 44,020 14,020
------------------ ------------------
$ 293,440 $ 333,460
================== ==================
LIABILITIES AND PARTNERS' EQUITY
PARTNERS' EQUITY $ 293,440 $ 333,460
------------------ ------------------
$ 293,440 $ 333,460
================== ==================
</TABLE>
See notes to financial statements
12
<PAGE>
Presidential Associates I Limited Partnership
STATEMENTS OF INCOME
Year ended December 31,
<TABLE>
<CAPTION>
1997 1996
------------------ ------------------
<S> <C> <C>
Expenses
Other $ 3,148 $ 590
------------------ ------------------
Loss before other income (3,148) (590)
Other income
Distribution from operating partnership 255,840 229,049
Interest income 8,511 2,022
------------------ ------------------
NET INCOME $ 261,203 $ 230,481
================== ==================
Units of investor limited partnership interest outstanding 590 590
================== ==================
Net income allocated to general partner $ 1,306 $ 1,152
================== ==================
Net income allocated to special limited partner $ 1,306 $ 1,152
================== ==================
Net income allocated to investor limited partners $ 258,591 $ 228,177
================== ==================
Net income per unit of investor limited partnership interest outstanding $ 438 $ 387
================== ==================
</TABLE>
See notes to financial statements
13
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Presidential Associates I Limited Partnership
STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
Years ended December 31, 1997 and 1996
<TABLE>
<CAPTION>
General Special limited
partner partner
---------- ----------------
Linnaeus
Winthrop Phoenix
Financial Associates Investor
Company, Limited limited
Inc. Partnership partners Total
-------------- ----------- -------- -----
<S> <C> <C> <C> <C>
Partners' equity (deficit), (271,513) (573,422) 947,914 102,979
December 31, 1995
Capital contributions 100 - 88,732 88,832
Less capital contributions not yet received (100) - (88,732) (88,832)
Net income 1,152 1,152 228,177 230,481
---------------- ----------------- --------------- ------------------
Partners' equity (deficit), (270,361) (572,270) 1,176,091 333,460
December 31, 1996
Capital contributions 100 - 70,539 70,639
Less capital contributions not yet received (100) - (66,959) (67,059)
Distributions (1,524) (1,524) (301,755) (304,803)
Net income 1,306 1,306 258,591 261,203
---------------- ----------------- --------------- ------------------
Partners' equity (deficit),
December 31, 1997 $ (270,579) $ (572,488) $ 1,136,507 $ 293,440
================ ================ =============== ==================
</TABLE>
See notes to financial statements
14
<PAGE>
Presidential Associates I Limited Partnership
STATEMENTS OF CASH FLOWS
Year ended December 31,
<TABLE>
<CAPTION>
1997 1996
------------------ ------------------
<S> <C> <C>
Cash flows from operating activities
Net income $ 261,203 $ 230,481
Adjustments to reconcile net income to net cash provided by operating
activities
Increase in due from operating partnership (30,000) (12,368)
Net cash provided by operating activities 231,203 218,113
Cash flows from financing activities
Distributions to partners (304,803) -
Contributions from investor limited partners 3,580 -
Repayment of general partner loans - (20,082)
Net cash used in financing activities (301,223) (20,082)
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (70,020) 198,031
Cash and cash equivalents, beginning 319,440 121,409
------------------ ------------------
Cash and cash equivalents, ending $ 249,420 $ 319,440
================== ==================
</TABLE>
See notes to financial statements
15
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Presidential Associates I Limited Partnership
NOTES TO FINANCIAL STATEMENTS
December 31, 1997 and 1996
NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The partnership was organized under laws of the State of Maryland on July
1, 1983 to acquire a limited partnership interest in Presidential Towers,
Ltd. (the "operating partnership").
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires 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 revenue and expenses
during the reporting period. Actual results could differ from those
estimates.
Investment in the Operating Partnership
The investment in the operating partnership is reported using the equity
method of accounting, under which the initial investment is recorded at
cost, increased or decreased by the partnership's share of income or
losses, and decreased by distributions. The investment cannot be reduced
below zero.
Federal and State Income Taxes
No provision or benefit for income taxes has been included in these
financial statements since taxable income or loss passes through to, and is
reportable by, the partners individually.
Cash Equivalents
For the purposes of the statement of cash flows, the partnership considers
all highly liquid financial instruments, which consist of a money market
account, purchased with a maturity of three months or less, to be cash
equivalents. The carrying amount approximates fair value because of the
short maturity of this instrument.
NOTE B - INVESTMENT IN OPERATING PARTNERSHIP
The partnership held a 94.99% interest in the operating partnership which
constructed, owns and operates four 49-story residential and commercial
towers in Chicago, Illinois. During 1995, the partnership agreed to the
restructuring of the operating partnership which included the admission of
an additional general partner and an amendment to the operating
partnership's partnership agreement. The amendment resulted in the
partnership's interest in the operating partnership being reduced to
19.998%. Further, all losses from the operating partnership are allocated
to the new general partner.
16
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Presidential Associates I Limited Partnership
NOTES TO FINANCIAL STATEMENTS - CONTINUED
December 31, 1997 and 1996
NOTE B - INVESTMENT IN OPERATING PARTNERSHIP (Continued)
The following is a summary of the financial position of the operating
partnership at December 31, 1997 and 1996, and a summary of its results of
operations for each of the two years in the period ended December 31, 1997,
prepared in conformity with generally accepted accounting principles.
BALANCE SHEETS
<TABLE>
<CAPTION>
1997 1996
------------------ -----------------
<S> <C> <C>
Assets
Buildings, improvements and personal property, net of accumulated $ 77,151,766 $ 81,659,639
depreciation of $74,364,103 and $68,493,872
Land 7,798,111 7,798,111
Other assets 9,263,793 8,514,187
------------------ -----------------
$ 94,213,670 $ 97,971,937
================== =================
Liabilities
Mortgages payable, including deferred interest of $4,389,495 and $ 190,737,067 $ 189,656,355
$2,432,120, respectively
Other liabilities 9,544,219 8,906,068
------------------ -----------------
200,281,286 198,562,423
Partners' deficit (106,067,616) (100,590,486)
------------------ -----------------
$ 94,213,670 $ 97,971,937
================== =================
</TABLE>
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
1997 1996
------------------ -----------------
<S> <C> <C>
Revenue
Rental $ 27,544,404 $ 24,999,329
Other 1,309,338 3,072,995
Interest 273,769 192,068
------------------ -----------------
29,127,511 28,264,392
Expenses
Operating expenses 29,072,610 27,846,040
</TABLE>
17
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Presidential Associates I Limited Partnership
NOTES TO FINANCIAL STATEMENTS - CONTINUED
December 31, 1997 and 1996
<TABLE>
<S> <C> <C>
Amortization 62,477 72,979
Depreciation 5,870,231 6,243,996
------------------ -----------------
35,005,318 34,163,015
------------------ -----------------
NET LOSS $ (5,877,807) $ (5,898,623)
================== =================
</TABLE>
The unrecognized portion of cumulative losses will be offset against the
partnership's share of future income from Presidential Towers, Ltd. The
cumulative unrecognized loss at December 31, 1997 and 1996 is $87,999,502.
NOTE C - CAPITAL CONTRIBUTIONS
Capital contributions receivable are recorded when received, and at
December 31, 1997 and 1996 are as follows:
<TABLE>
<CAPTION>
1997 1996
------------------ ------------------
<S> <C> <C>
Investor limited partners $ 66,959 $ 88,732
General partner 100 100
------------------ ------------------
$ 67,059 $ 88,832
================== ==================
</TABLE>
During 1997, the partnership wrote off investor notes receivable in the
amount of $18,293 due to three investors filing bankruptcy.
NOTE D - RELATED PARTY TRANSACTIONS
The general partner had made unsecured, non-interest bearing operating
deficit loans to the partnership. These loans were payable on demand and as
of December 31, 1995, $20,082 was due to WFC. During 1996, these loans were
paid in full.
As of December 31, 1997 and 1996, $44,020 and $14,020, respectively, is due
from the operating partnership for operating expenses the partnership paid
on its behalf. The balance is due on demand.
NOTE E - RECONCILIATION OF NET INCOME
The Partnership's income for income tax purposes for 1997 and 1996 was
calculated as follows:
18
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Presidential Associates I Limited Partnership
NOTES TO FINANCIAL STATEMENTS - CONTINUED
December 31, 1997 and 1996
<TABLE>
<CAPTION>
1997 1996
------------------ ------------------
<S> <C> <C>
Net income for financial statement purposes $ 261,203 $ 230,481
Other - (2)
Distribution from operating partnership recognized as income (255,840) (229,049)
Non-recognized portion of income from operating partnership 255,840 229,049
------------------ ------------------
Income for income tax purposes $ 261,203 $ 230,479
================== ==================
</TABLE>
In addition, the net difference between buildings and improvements for tax
purposes and financial statement purposes of the operating partnership for
1997 and 1996 is as follows:
<TABLE>
<CAPTION>
1997 1996
------------------ ------------------
<S> <C> <C>
Buildings and improvements as reported $ 77,151,766 $ 81,659,639
Buildings and improvements for tax purposes - 22,434,368
------------------ ------------------
$ 77,151,766 $ 59,225,271
================== ==================
</TABLE>
NOTE G - OTHER INFORMATION
On October 28, 1997, Insignia Financial Group acquired 100% of the Class B
stock of First Winthrop Corporation, an affiliate of Winthrop Financial
Company, Inc.
19
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Item 8. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure.
None.
20
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PART III
Item 9. Directors, Executive Officers, Promoters and Control
Persons; Compliance with Section 16(a) of
the Exchange Act.
The Partnership has no officers or directors. Winthrop Financial
manages and controls substantially all of the Partnership affairs and has
general responsibility and ultimate authority in all matters affecting its
business. As of March 1, 1998, names of the directors and executive officers of
Winthrop Financial and the position held by each of them are as follows:
Has Served as
Position Held with a Director or
Name Winthrop Financial Officer Since
- ---- ------------------ -------------
Michael L. Ashner Chief Executive Officer 1-96
and Director
Edward Williams Chief Financial Officer 4-96
Vice President and
Treasurer
Peter Braverman Senior Vice President 1-96
and Director
Carolyn Tiffany Vice President and Clerk 10-95
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.
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.
21
<PAGE>
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.
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; 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; Winthrop Interim Partners I, A 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 Partnership nor Winthrop
Financial 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 Winthrop Financial.
Based solely upon a review of Forms 3 and 4 and amendments thereto
furnished to the Partnership under Rule 16a-3(e) during the Partnership's most
recent fiscal year and Forms 5 and amendments thereto furnished to the
Partnership with respect to its most recent fiscal year, the Partnership is not
aware of any director, officer, beneficial owner of more than ten percent of
the units of limited partnership interest in the Partnership that
22
<PAGE>
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 Partnership is not required to and did not pay any compensation to
the officers or directors of the General Partner. The General Partners do not
presently pay any compensation to any of its officers or 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 Partnership is a limited partnership and has issued Units of
limited partnership interest. The Units are not voting securities, except that
the consent of the Limited Partners is required to approve or disapprove
certain transactions including the removal of a General Partner, certain
amendments to the Partnership Agreement, the dissolution of the Partnership or
the sale of all or substantially all of the assets of the Partnership. No
Limited Partner owns beneficially more than 5% of the Units in the Partnership.
No other person or group is known by the Partnership to be the
beneficial owner of more than 5% of the outstanding partnership interest as of
the date of this Annual Report.
(b) Security Ownership of Management.
One Unit of limited partnership interest is owned by a limited partner
of Linnaeus who is also a limited partner of the general partner of WFA and a
former employee and officer of WFA, Winthrop Financial and First Winthrop
Corporation. In addition, WFA owns two units of limited partnership interest.
No other officer, director or partner of Winthrop Financial or Linnaeus-Phoenix
owns any Units as of the date hereof in his individual capacity.
(c) Changes in Control.
As a result of the implementation of the Restructuring Agreement in
1995, TKI Presidential Partners, in exchange for a commitment to make a capital
contribution of $14,000,000 to the Operating Partnership over 6 years, acquired
certain control rights over major business decisions of the Operating
Partnership previously held by the Partnership, or WFC Realty Co., Inc. In
23
<PAGE>
addition, as a result of the Restructuring Agreement the Partnership's interest
in the Operating Partnership was reduced from 94.99% to 19.998%.
Item 12. Certain Relationships and Related Transactions.
(a) Transactions with Management and Others.
None
Item 13. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a) Exhibits:
The Exhibits listed on 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 - None
24
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Partnership has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
PRESIDENTIAL ASSOCIATES I LIMITED
PARTNERSHIP
By: Winthrop Financial Co., Inc.,
Managing General Partner
By: /s/ Michael L. Ashner
-------------------------
Michael Ashner
Chief Executive Officer
Date: April 13, 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
Partnership and in the capacities and on the dates indicated.
Signature/Name Title Date
/s/ Michael Ashner Chief Executive April 13, 1998
- ---------------------- Officer and Director
Michael Ashner
/s/ Edward V. Williams Chief Financial Officer April 13, 1998
- ----------------------
Edward V. Williams
/s/ Peter Braverman Senior Vice President April 13, 1998
- ---------------------- and Director
Peter Braverman
25
<PAGE>
EXHIBIT INDEX
Exhibit No. Page
- ----------- ----
3,4 Amended and Restate Limited Partnership (1)
Agreement and Certificate of Amendment of
Presidential Associates I Limited Partnership
(b) Amendment to Amended and Restated Limited (3)
Partnership Agreement and Certificate of
Limited Partnership of Presidential Associates
I Limited Partnership dated April 19, 1995
10(a) Form of Investor Bond issued to the Partnership (1)
by Continental Casualty Company
(b) Trust Agreement dated as of September 15, (1)
1980 between the Operating Partnership and
LaSalle National Bank
(c) Letter of Credit and Reimbursement Agreement (1)
dated as of July 21, 1983 between the Operating
Partnership and Citibank, N.A.
(d) Revolving Credit and Term Loan Agreement dated (1)
as of September 30, 1983 between the Partnership
and Citibank, N.A.
(e) Regulatory Agreement for Multi-Family Housing (1)
project dated as of July 1, 1983 between LaSalle
National Bank, as Trustee, the Operating
Partnership, the General Partners and
the Secretary of Housing and Urban Development
(f) Building Loan Agreement dated as of July 1, 1983 (1)
between LaSalle National Bank, as Trustee, and
American National Bank & Trust Company of Chicago,
as Trustee for the City of Chicago
(g) Mortgage Note dated as of July 1, 1983 in the (1)
amount of $158,900,000 from LaSalle National Bank,
as Trustee, to American National Bank & Trust
Company of Chicago, as Trustee
(h) Mortgage dated as of July 1, 1983 between (1)
LaSalle National Bank and Trust Company of
Chicago, as Trustee
(i) Architectural Services Agreement dated as of (1)
26
<PAGE>
July 1, 1983 between LaSalle National Bank, as
Trustee, and Solomon Cordwell Buenz &
Associates, Inc.
(j) Construction Contract dated as of July 21, (1)
1983 between LaSalle National Bank, as Trustee,
and James McHugh Development Co.
(k) Management Agreement dated as of July 14, (1)
1983 between the Operating Partnership and
The Habitat Company
(l) Financing Agreement dated as of July 1, 1983 (1)
among the City of Chicago, the Operating
Partnership, LaSalle National Bank, as Trustee,
Madison-Canal Company, McHugh Levin Associates
Venture and American National Bank & Trust Company
of Chicago, as Trustee
(m) Security Agreement - (Chattel Mortgage) dated (1)
July 1, 1983 between LaSalle National Bank, as
Trustee, and American National Bank & Trust
Company of Chicago, as Trustee
(n) Commitment Letter dated March 22, 1983 of (1)
GNMA with respect to the Project
(o) Loan Agreement dated September 20, 1988 between (2)
Presidential Towers, Ltd. and American National
Bank and Trust Company of Chicago
(p) Third Amended and Restated Limited Partnership (3)
Agreement of Presidential Towers, Ltd., dated
April 19, 1995
(q) Amended and Restated Substitute Mortgage Note, (3)
dated April 18, 1995 made by LaSalle National
Trust, N.A., as trustee, in favor of the Secretary
of Housing and Urban Development
(r) Third Modification to Mortgage, dated April 18, (3)
1995, between LaSalle National Trust, N.A., as
Trustee the Secretary of Housing and Urban
Development
(s) Amendment to Regulatory Agreement for Multifamily (3)
Housing Projects, dated as of April 18, 1995,
between LaSalle National Bank, as Trustee, and
Presidential Towers, Ltd. and the Secretary of
Housing and Urban Development
27
<PAGE>
(t) Restructuring Agreement, dated April 18, 1995, (3)
among LaSalle National Trust, as Trustee,
Presidential Towers, Ltd. and the Secretary
of Housing and Urban Development.
27. Financial Data Schedule
- ------------------
(1) Incorporated herein by reference to the Partnership's
Registration Statement on Form 10 (Commission Partnership
file number 0-12210).
(2) Incorporated herein by reference to Exhibit 10(p) to the Partnership's
Annual Report on Form 10-K for the year ended December 31, 1985.
(3) Incorporated herein by reference to Partnership's Annual Report on
Form 10-K for the year ended December 31, 1995.
28
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information
extracted from audited financial statements for the
twelve month period ending December 31, 1997 and is
qualified in its entirety by reference to such financial
statements
</LEGEND>
<MULTIPLIER> 1
<CURRENCY> U.S. Dollars
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<EXCHANGE-RATE> 1
<CASH> 249,420
<SECURITIES> 0
<RECEIVABLES> 44,020
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 293,440
<CURRENT-LIABILITIES> 0
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 293,440
<TOTAL-LIABILITY-AND-EQUITY> 293,440
<SALES> 0
<TOTAL-REVENUES> 255,840
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 3,148
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 261,203
<INCOME-TAX> 0
<INCOME-CONTINUING> 261,203
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 261,203
<EPS-PRIMARY> 438.29
<EPS-DILUTED> 438.29
</TABLE>
