Securities and Exchange Commission
Washington, D.C. 20549
FORM 15
Certification and Notice of Termination of Registration under Section
12(g) of the Securities Exchange Act of 1934 or
Suspension of Duty to File Reports Under Sections 13 and
15(d) of the Securities Exchange Act of 1934.
Commission File Number 0-13441
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One Financial Place Limited Partnership
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(Exact name of registrant as specified in its charter)
5 Cambridge Center, Cambridge, Massachusetts 02142
(617) 234-3000
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(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
Limited Partnership Units
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(Title of each class of securities covered by this Form)
None
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(Titles of all other classes of securities for which a duty to
file reports under section 13(a) or 15(d) remains)
Please place an X in the box(es) to designate the appropriate rule
provision(s) relied upon to terminate or suspend the duty to file reports:
Rule 12g-4(a)(1)(i) [x] Rule 12h-3(b)(1)(ii) [ ]
Rule 12g-4(a)(1)(ii) [ ] Rule 12-h-3(b)(2)(i) [ ]
Rule 12g-4(a)(2)(i) [ ] Rule 12h-3(b)(2)(ii) [ ]
Rule 12g-4(a)(2)(ii) [ ] Rule 15d-6 [ ]
Rule 12h-3(b)(1)(i) [ ]
Approximate number of holders of record as of the certification or notice
date: None
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Pursuant to the requirements of the Securities Exchange Act of 1934 One
Financial Place Limited Partnership has caused this certification/notice to be
signed on its behalf by the undersigned duly authorized person.
DATE: May 17, 1999 By: Winthrop Financial Co., Inc.
General Partner
By: /s/ Michael L. Ashner
Michael L. Ashner
Chief Executive Officer
Instruction: This form is required by Rules 12g-4, 12h-3 and 15d-6 of the
General Rules and Regulation under the Securities Exchange Act of 1934. The
registrant shall file with the Commission three copies of Form 15, one of which
shall be manually signed. It may be signed by an officer of the registrant, by
counsel or by any other duly authorized person. The name and title of the person
signing the form shall be typed or printed under the signature.
