SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10K/A
AMENDMENT NO. 1
Filed pursuant to Section 12, 13, or 15(d) of the
Securities Exchange Act of 1934
JMB/245 PARK AVENUE ASSOCIATES, LTD.
-----------------------------------------------------
(Exact name of registrant as specified in its charter)
IRS Employer Identification
Commission File No. 0-13545 No. 36-3265541
The undersigned registrant hereby amends the following sections of its
Report for December 31, 1995 on Form 10-K as set forth in the pages
attached hereto:
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE PARTNERSHIP
Pages 48 to 50
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
JMB/245 PARK AVENUE ASSOCIATES, LTD.
By: JMB Park Avenue, Inc.
Corporate General Partner
GAILEN J. HULL
By: Gailen J. Hull
Senior Vice President
Dated: May 28, 1996
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
There were no changes in, or disagreements with, accountants during
1994 and 1995.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE PARTNERSHIP
The Corporate General Partner of the Partnership, JMB Park Avenue,
Inc., an Illinois corporation, is a wholly-owned subsidiary of Northbrook
Corporation, a Delaware corporation, substantially all of the outstanding
shares of stock are owned by JMB Realty Corporation ("JMB"), a Delaware
corporation, and certain of its officers, directors, members of their
families and their affiliates. Substantially all of the shares of JMB are
owned by its officers, directors, members of their families and their
affiliates. The Corporate General Partner has responsibility for all
aspects of the Partnership's operations, subject to the requirement that
the sale of all or substantially all of the Partnership's interest in the
Joint Venture or of all or substantially all of the 245 Park Avenue office
building, unless required by the terms of the Joint Venture Agreement, must
be approved by the Associate General Partner of the Partnership, Park
Associates, L.P., an Illinois limited partnership with JMB Park Avenue,
Inc. as the sole general partner. The Associate General Partner shall be
directed by a majority in interest of its limited partners (who are
generally officers, directors and affiliates of JMB or its affiliates) as
to whether to provide its approval of any such sale. Various relationships
of the Partnership to the Corporate General Partner and its affiliates are
described under the caption "Conflicts of Interest" at pages 35-36 of the
Private Placement Memorandum, which description is incorporated herein by
reference to Exhibit 99.1 to this annual report.
The director and the executive and certain other officers of the
Corporate General Partner of the Partnership are as follows:
NAME OFFICE
- ---- ------
Judd D. Malkin Chairman
Neil G. Bluhm Vice President
Gary Nickele Vice President and General Counsel
Stuart C. Nathan President and Director
H. Rigel Barber Vice President
Gailen J. Hull Vice President
There is no family relationship among any of the foregoing director or
officers. The foregoing director has been elected to serve a one-year term
until the annual meeting of the Corporate General Partner to be held on
June 5, 1996. All of the foregoing officers have been elected to serve
one-year terms until the first meeting of the Board of Directors held after
the annual meeting of the Corporate General Partner to be held on June 5,
1996. All of the foregoing officers have served in the capacities
indicated since the date of incorporation of the Corporate General Partner
on March 26, 1984 with the exception that Stuart C. Nathan, who was a Vice
President, was elected Director on December 18, 1990 and President on
August 8, 1993, and Gary Nickele was elected Vice President and General
Counsel on December 18, 1990. There are no arrangements or understandings
between or among any of said director or officers and any other person
pursuant to which any director or officer was elected as such.
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The Corporate General Partner is an affiliate of JMB. JMB is the
corporate general partner of Carlyle Real Estate Limited Partnership-VII
("Carlyle-VII"), Carlyle Real Estate Limited Partnership-IX ("Carlyle-IX"),
Carlyle Real Estate Limited Partnership-X ("Carlyle-X"), Carlyle Real
Estate Limited Partnership-XI ("Carlyle-XI"), Carlyle Real Estate Limited
Partnership-XII ("Carlyle-XII"), Carlyle Real Estate Limited
Partnership-XIII ("Carlyle-XIII"), Carlyle Real Estate Limited
Partnership-XIV ("Carlyle-XIV"), Carlyle Real Estate Limited Partnership-XV
("Carlyle-XV"), Carlyle Real Estate Limited Partnership-XVI ("Carlyle-
XVI"), Carlyle Real Estate Limited Partnership-XVII ("Carlyle-XVII"), JMB
Mortgage Partners, Ltd. ("Mortgage Partners"), JMB Mortgage Partners,
Ltd.-II ("Mortgage Partners-II"), JMB Mortgage Partners, Ltd.-III
("Mortgage Partners-III"), JMB Mortgage Partners, Ltd.-IV ("Mortgage
Partners IV"), Carlyle Income Plus, Ltd ("Carlyle Income Plus") and Carlyle
Income Plus, Ltd.-II ("Carlyle Income Plus-II") and managing general
partner of JMB Income Properties, Ltd.-IV ("JMB Income-IV"), JMB Income
Properties, Ltd.-V ("JMB Income-V"), JMB Income Properties, Ltd.-VI ("JMB
Income-VI"), JMB Income Properties, Ltd.-VII ("JMB Income-VII"), JMB Income
Properties, Ltd.-IX ("JMB Income-IX"), JMB Income Properties, Ltd.-X ("JMB
Income-X"), JMB Income Properties, Ltd.-XI ("JMB Income-XI"), JMB Income
Properties, Ltd.-XII ("JMB Income-XII"), and JMB Income Properties, Ltd.-
XIII ("JMB Income-XIII"). JMB is also the sole general partner of the
associate general partner of most of the foregoing partnerships.
The foregoing director and officers are also officers and/or directors
of various affiliated companies of JMB including Arvida/JMB Managers, Inc.
(the general partner of Arvida/JMB Partners, L.P. ("Arvida")), Arvida/JMB
Managers-II, Inc. (the general partner of Arvida/JMB Partners, L.P.-II
("Arvida-II")) and Income Growth Managers, Inc. (the corporate general
partner of IDS/JMB Balanced Income Growth, Ltd. ("IDS/BIG")). Most of such
officers and the director are also partners, directly or indirectly, of
certain partnerships which are associate general partners in the following
real estate limited partnerships: the Partnership, Carlyle-VII,
Carlyle-IX, Carlyle-X, Carlyle-XI, Carlyle-XII, Carlyle-XIII, Carlyle-XIV,
Carlyle XV, Carlyle-XVI, Carlyle-XVII,JMB Income-VI, JMB Income-VII, JMB
Income-IX, JMB Income-X, JMB Income-XI, JMB Income-XII, JMB Income-XIII,
Mortgage Partners, Mortgage Partners-II, Mortgage Partners-III, Mortgage
Partners-IV, Carlyle Income Plus, Carlyle Income Plus-II and IDS/BIG.
The business experience during the past five years of each such
director and officer of the Corporate General Partner of the Partnership in
addition to that described above is as follows:
Judd D. Malkin (age 58) is Chairman and a director of JMB. He is also
an individual general partner of JMB Income-IV and JMB Income-V. Mr.
Malkin has been associated with JMB since October, 1969. Mr. Malkin is a
director of Urban Shopping Centers, Inc., an affiliate of JMB that is a
real estate investment trust in the business of owning, managing and
developing shopping centers. He is a Certified Public Accountant.
Neil G. Bluhm (age 58) is President and a director of JMB. He is also
an individual general partner of JMB Income-IV and JMB Income-V. Mr. Bluhm
has been associated with JMB since August, 1970. Mr. Bluhm is a director
of Urban Shopping Centers, Inc., an affiliate of JMB that is a real estate
investment trust in the business of owning, managing and developing
shopping centers. He is a member of the Bar of the State of Illinois and a
Certified Public Accountant.
Gary Nickele (age 43) is Executive Vice President and General Counsel
of JMB. Mr. Nickele has been associated with JMB since February 1984. He
is a member of the Bar of the State of Illinois.
Stuart C. Nathan (age 54) is Executive Vice President and a director
of JMB. Mr. Nathan has been associated with JMB since July, 1972. Mr.
Nathan is also a director of Sportmart Inc., a retailer of sporting goods.
He is a member of the Bar of the State of Illinois.
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H. Rigel Barber (age 46) is Chief Executive Officer of JMB. Mr.
Barber has been associated with JMB since March, 1982. He is a member of
the Bar of the State of Illinois.
Gailen J. Hull (age 47) is Senior Vice President of JMB. Mr. Hull has
been associated with JMB since March, 1982. He holds a Masters degree in
Business Administration from Northern Illinois University and is a
Certified Public Accountant.
ITEM 11. EXECUTIVE COMPENSATION
The Partnership has no officers or directors. The General Partners
are entitled to receive a share of cash distributions, when and as cash
distributions are made to the Limited Partners, and a share of profits or
losses as described in Note 4. No such cash distributions were paid to the
General Partners in 1995, 1994 or 1993. The General Partners were
allocated aggregate losses for tax purposes of $1,100,774 from the
Partnership in 1995. Such losses may benefit the General Partners (or the
partners thereof) to the extent that such losses may be offset against
taxable income from the Partnership or other sources.
The Partnership is permitted to engage in various transactions
involving affiliates of the Corporate General Partner of the Partnership,
as described under the captions "Compensation, Fees and Other Payments" at
pages 19-21, and "Management" at pages 31-38 of the Private Placement
Memorandum, which descriptions are hereby incorporated herein by reference
to Exhibit 99.1 to this annual report. Various relationships of the
Partnership to the Corporate General Partner (and its director and
officers) and its affiliates are also set forth above in Item 10.
The General Partners of the Partnership or their affiliates may be
reimbursed for their direct expenses and out-of-pocket expenses relating to
the administration of the Partnership and operation of the Partnership's
real property investment. For 1995, an affiliate of the General Partners
was entitled to reimbursements for such expenses in the amount of $1,817,
all of which was unpaid at December 31, 1995.
The General Partners and their affiliates are entitled to
reimbursements of salary and salary related expenses for legal, accounting
and certain other services. Such reimbursements will not exceed the lesser
of the actual cost of such services or the amount which the Partnership
would be required to pay independent parties for comparable services. For
1995, an affiliate of the General Partners was entitled to reimbursements
for such expense in the amount of $14,132, all of which was unpaid at
December 31, 1995.
As of December 31, 1995, JMB has advanced $12,030,000, evidenced by a
demand note, which reflects the principal and interest payments made on the
LIBOR Note since the closing of the term loan modification (see Note 3).
The demand note payable to JMB allows a maximum principal sum of a
specified amount, bears interest at prime plus 1% per annum, which accrues
and is deferred. The demand note is currently secured by the Partnership's
interest in 245 Park. The amount of interest accrued and deferred on the
demand note for 1995 and in the aggregate through December 31, 1995 is
$1,107,970 and $1,682,731, respectively. In July 1995, JMB purchased from
the lenders the term loans to the Partnership and their security interest
in the related collateral, which included the Partnership's interest in 245
Park Co. and the JMB guarantee, which has been terminated. JMB continues
to hold these notes generally under the same terms and conditions that were
in effect prior to the purchase. However, no scheduled principal payments
are required on any of these notes prior to maturity. No payments of
interest have been made on any of the notes since July 1995. The amount of
interest accrued on these notes from August through December 1995 is
$697,460. Reference is made to Note 3 for a further discussion of these
notes.
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