SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarter ended June 30, 1996 Commission file #0-13545
JMB/245 PARK AVENUE ASSOCIATES, LTD.
(Exact name of registrant as specified in its charter)
Illinois 36-3265541
(State of organization) (I.R.S. Employer Identification No.)
900 N. Michigan Ave., Chicago, Illinois 60611
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code 312-915-1960
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
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION
Item 1. Financial Statements . . . . . . . . . . . . . . . 3
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations. . . . . . . . 10
PART II OTHER INFORMATION
Item 3. Defaults Upon Senior Securities. . . . . . . . . . 11
Item 5. Other Information. . . . . . . . . . . . . . . . . 12
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . 13
<TABLE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
JMB/245 PARK AVENUE ASSOCIATES, LTD.
(A LIMITED PARTNERSHIP)
BALANCE SHEETS
JUNE 30, 1996 AND DECEMBER 31, 1995
(UNAUDITED)
ASSETS
------
<CAPTION>
JUNE 30, DECEMBER 31,
1996 1995
------------- ------------
<S> <C> <C>
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . $ 12,550 4,275
------------ ------------
$ 12,550 4,275
============ ============
LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
------------------------------------------------------
Current liabilities:
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . $ 77,050 62,089
Deferred interest payable to affiliate. . . . . . . . . . . . . . . . 5,016,128 3,506,301
Demand note payable to affiliate. . . . . . . . . . . . . . . . . . . 12,185,591 12,029,591
------------ ------------
Total current liabilities . . . . . . . . . . . . . . . . . . 17,278,769 15,597,981
Notes payable to affiliate - long-term. . . . . . . . . . . . . . . . . 43,236,631 43,236,631
------------ ------------
Commitments and contingencies
Total liabilities . . . . . . . . . . . . . . . . . . . . . . 60,515,400 58,834,612
Investment in unconsolidated venture, at equity . . . . . . . . . . . . 79,790,992 76,242,265
Partners' capital accounts (deficits):
General partners:
Capital contributions . . . . . . . . . . . . . . . . . . . . . . . 1,000 1,000
Cumulative cash distributions . . . . . . . . . . . . . . . . . . . (480,000) (480,000)
Cumulative net earnings (losses). . . . . . . . . . . . . . . . . . (13,426,673) (13,113,399)
------------ ------------
(13,905,673) (13,592,399)
------------ ------------
Limited partners (1,000 interests):
Capital contributions, net of offering costs. . . . . . . . . . . . 113,057,394 113,057,394
Cumulative cash distributions . . . . . . . . . . . . . . . . . . . (7,520,000) (7,520,000)
Cumulative net losses . . . . . . . . . . . . . . . . . . . . . . . (231,925,563) (227,017,597)
------------ ------------
(126,388,169) (121,480,203)
------------ ------------
Total partners' capital accounts (deficits) . . . . . . . . . (140,293,842) (135,072,602)
------------ ------------
$ 12,550 4,275
============ ============
<FN>
See accompanying notes to financial statements.
</TABLE>
<TABLE>
JMB/245 PARK AVENUE ASSOCIATES, LTD.
(A LIMITED PARTNERSHIP)
STATEMENTS OF OPERATIONS
THREE AND SIX MONTHS ENDED JUNE 30, 1996 AND 1995
(UNAUDITED)
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30 JUNE 30
-------------------------- --------------------------
1996 1995 1996 1995
----------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
Income:
Interest income . . . . . . . . . . . . . . . . $ -- -- -- --
----------- ---------- ----------- ----------
Expenses:
Interest. . . . . . . . . . . . . . . . . . . . 753,115 780,639 1,509,828 1,565,604
Professional services . . . . . . . . . . . . . 113,763 28,200 130,495 28,200
General and administrative. . . . . . . . . . . 23,894 13,630 32,190 29,548
----------- ---------- ----------- ----------
890,772 822,469 1,672,513 1,623,352
----------- ---------- ----------- ----------
Operating earnings (loss) . . . . . . . (890,772) (822,469) (1,672,513) (1,623,352)
Partnership's share of earnings (loss)
from operations of unconsolidated
venture . . . . . . . . . . . . . . . . . . . . (1,774,364) (473,526) (3,548,727) (1,563,160)
----------- ---------- ----------- ----------
Net earnings (loss) . . . . . . . . . . $(2,665,136) (1,295,995) (5,221,240) (3,186,512)
=========== ========== =========== ==========
Net earnings (loss) per
limited partnership
interest. . . . . . . . . . . . . . . $ (2,505) (1,218) (4,908) (2,995)
=========== ========== =========== ==========
<FN>
See accompanying notes to financial statements.
</TABLE>
<TABLE>
JMB/245 PARK AVENUE ASSOCIATES, LTD.
(A LIMITED PARTNERSHIP)
STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 1996 AND 1995
(UNAUDITED)
<CAPTION>
1996 1995
------------ -----------
<S> <C> <C>
Cash flows from operating activities:
Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . $(5,221,240) (3,186,512)
Items not requiring (providing) cash or cash equivalents:
Partnership's share of loss from operations of
unconsolidated venture. . . . . . . . . . . . . . . . . . . . . . . . 3,548,727 1,563,160
Changes in:
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,961 9,173
Accrued interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,509,827 671,503
------------ -----------
Net cash provided by (used in) operating activities . . . . . . . (147,725) (942,676)
------------ -----------
Cash flows from financing activities:
Bank overdraft. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -- 837,176
Principal payments on bank obligations payable. . . . . . . . . . . . . . -- (2,707,000)
Fundings of note payable to affiliate . . . . . . . . . . . . . . . . . . 156,000 2,812,500
------------ -----------
Net cash provided by (used in) financing activities . . . . . . . 156,000 942,676
------------ -----------
Net increase (decrease) in cash and cash equivalents. . . . . . . $ 8,275 --
============ ===========
Supplemental disclosure of cash flow information:
Cash paid for mortgage and other interest . . . . . . . . . . . . . . . . $ -- 894,101
============ ===========
Non-cash investing and financing activities . . . . . . . . . . . . . . . $ -- --
============ ===========
<FN>
See accompanying notes to financial statements.
</TABLE>
JMB/245 PARK AVENUE ASSOCIATES, LTD.
(A LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1996 AND 1995
(UNAUDITED)
GENERAL
Readers of this quarterly report should refer to the Partnership's
audited financial statements for the fiscal year ended December 31, 1995,
which are included in the Partnership's 1995 Annual Report on Form 10-K
(File No. 0-13545) filed on March 25, 1996, as certain footnote disclosures
which would substantially duplicate those contained in such audited
financial statements have been omitted from this report. Capitalized terms
used but not defined in this quarterly report, have the same meaning as the
Partnership's 1995 Annual Report on Form 10-K
The preparation of financial statements in accordance with GAAP
requires the Partnership to make estimates and assumptions that affect the
reported or disclosed amount of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements
and the reported amounts of revenues and expenses during the reporting
period. Actual results could differ from these estimates.
Statement of Financial Accounting Standards No. 121 was adopted by the
Partnership on January 1, 1996.
Certain reclassifications have been made to the 1995 financial
statements to conform with the 1996 presentation.
245 PARK
Occupancy of the office building remained at 96% during the quarter.
Over the past several years, the midtown Manhattan market has seen
increased competition primarily due to new office building developments as
well as the increased vacancy in the downtown office buildings. The
effective rental rates achieved on new leases are at relatively reduced
levels, although it appears that rental rates have remained stable in the
midtown market since 1995. No rental rate increases are expected in the
near term.
The financial difficulties of the O&Y partners and their affiliates
and related issues have delayed the modification and extension of the joint
venture's mortgage loans. In October 1995, each of the O&Y partners and
certain other O&Y affiliates filed for bankruptcy protection from creditors
under Chapter 11 of the United States Bankruptcy Code. The O&Y partners
and these certain other O&Y affiliates are attempting to restructure their
ownership interests in various office buildings, including their interest
in the 245 Park Avenue office building, which is expected to take the form
of one or more real estate investment trusts and related operating
entities. Any such restructuring would be subject to the approval of
various creditors of the O&Y partners and other O&Y affiliates as well as
the bankruptcy court, and would likely result in such creditors
collectively obtaining control of such ownership interests. In connection
with such restructuring, the joint venture filed for bankruptcy protection
under Chapter 11 of the United States Bankruptcy Code in April 1996 seeking
approval of a plan of reorganization by its creditors and the partners of
the joint venture, including the Partnership. Although the Partnership has
had discussions with the O&Y partners and certain creditors concerning
restructuring proposals and a reorganization of the joint venture, a
proposal for the restructuring of the O&Y partners' ownership interests and
a plan for the reorganization of the joint venture have not been agreed
upon.
The joint venture continues to pursue an extension and modification of
the mortgage loans secured by the property in the aggregate principal
amount of approximately $384,000,000 at June 30, 1996. The holder of the
first mortgage loan agreed to extend the originally scheduled maturity date
of the loan from October 1, 1993 until January 1, 1994. During 1994, the
joint venture negotiated a letter of commitment with the first mortgage
lender to further modify the loan for the amount of the current outstanding
principal balance plus accrued and unpaid interest at a default rate of 18%
per annum from October 1, 1993 through the loan closing date, with a new
interest rate from the loan closing date for a five-year term. The letter
of commitment has expired by its term. However, the joint venture and the
lender have continued to negotiate a modification and extension of the
first mortgage loan. While negotiations with the first mortgage lender
have been taking place, the lender has refrained from taking any actions or
exercising any of its remedies as a result of the loan maturing on January
1, 1994, and the joint venture has continued to make monthly payments of
principal and interest. If the joint venture is successful in obtaining a
loan modification that includes an extension of the maturity date, it also
expects seek a similar extension of the maturity dates of the junior
mortgage loans. To date, the holder of the junior mortgage loans has
refrained from taking any action or exercising any of its remedies as a
result of the loans maturing on October 1, 1994, and the joint venture has
continued to make, and the holder of the junior loans has continued to
accept, monthly payments of interest. Interest on the junior mortgage
loans is currently accruing at default rates ranging from 11.88% to 14% per
annum. If the joint venture obtains modifications and extensions of the
mortgage loan, it is expected the interest rates applicable to the loans
during the extension period would be no greater than that for the modified
first mortgage loan. It currently appears that the modification and
extension of the mortgage loans will be included as part of, and may depend
upon the consummation of, a plan of reorganization of the joint venture and
the restructuring of the ownership interests of the O&Y partners and other
O&Y affiliates in various office buildings. There can be no assurance that
the joint venture will be able to reach an agreement for any such
modification and extension of any of its mortgage indebtedness.
The O&Y partners have loaned 245 Park amounts aggregating $83,650,000
(net of repayments) on a cumulative basis as of June 30, 1996, which amount
includes approximately $1,851,000 (net of repayments) loaned for the six
months ended June 30, 1996 for interest accruing on these advances. The
loan from the O&Y partners currently exceeds the maximum amount required
under the terms of the joint venture agreement. Under the terms of the
joint venture agreement, the Partnership is obligated to contribute to 245
Park its share (approximately 48.25%) of any operating expenses, reserve
requirements and capital expenditures, including interest on the O&Y
partners' loans, to the extent not covered by cash flow from the property
or any additional loans from the O&Y partners. The principal and any
unpaid interest on the O&Y partner loans will be due and payable on June 1,
2004, subject to earlier repayment out of available net cash flow or the
net proceeds of a refinancing, sale or other disposition of the property as
described below. The O&Y partners have also made capital contributions to
pay a portion of the costs associated with the Bear Stearns lease, for
which they are entitled to a priority distribution estimated to be
approximately $33,700,000 (including accrued interest, at 9% per annum
through June 30, 1996, on the contributed and deferred amounts) from net
annual cash flow or sale or refinancing proceeds, as described above. In
addition, as of June 30, 1996, approximately $10,150,000 (including accrued
interest of approximately $3,800,000) of these costs had been financed by a
non-recourse loan from an affiliate of the O&Y partners at an interest rate
not to exceed 9% per annum and $25,000,000 of the costs had been financed
by a third party lender at an interest rate of 9% per annum pursuant to the
fourth mortgage loan secured by the property. Through June 1996, interest
on such capital contributed by the O&Y partners and on the non-recourse
loan from their affiliate has accrued and has been added to principal.
If the joint venture's efforts to extend its mortgage loans are
unsuccessful, the joint venture may not be able to maintain ownership of
the property as the lenders may seek to acquire title to the property. In
the event of such a disposition, the Partnership would then proceed to
terminate its affairs.
Even if the joint venture is successful in obtaining extensions and
modifications of its mortgage loans, the Partnership and the joint venture
will each have a substantial amount of indebtedness. If the 245 Park
Avenue building were sold and a distribution of net proceeds were made to
the Partnership after repayment of the mortgage loans and amounts owed to
the O&Y partners and their affiliates, the notes payable by the Partnership
to JMB Realty Corporation ("JMB") plus all related accrued interest must be
satisfied before a portion of the remaining proceeds, if any, would be
distributable to the Limited Partners. As a result, it is unlikely that
the Limited Partners will receive any significant portion of their original
investment. However, in the event of a sale or other disposition of the
property (including a transfer to the lenders), the Limited Partners would
recognize substantial gain for Federal income tax purposes (corresponding
to all or most of their deficit capital accounts for tax purposes).
TRANSACTIONS WITH AFFILIATES
As noted on the accompanying balance sheets, the Partnership has notes
payable and related deferred interest payable to JMB, an affiliate of the
General Partners.
In accordance with the Partnership agreement, the Corporate General
Partner and its affiliates are entitled to receive reimbursement for direct
expenses and out-of-pocket expenses related to the administration of the
Partnership and operation of the Partnership's real property investment.
Additionally, the Corporate General Partner and its affiliates are entitled
to reimbursements for portfolio management, legal and accounting services.
The partnership incurred $3,533 and $11,728 for the six months ended June
30, 1996 and 1995, respectively, payable to an affiliate of the general
partner for portfolio management, legal and accounting services. The
Partnership had a total of $17,665 of such costs unpaid as of June 30,
1996.
UNCONSOLIDATED VENTURE - SUMMARY INFORMATION
Summary income statement information for 245 Park for the six months
ended June 30, 1996 and 1995 is as follows:
1996 1995
----------- ----------
Total income . . . . . . . . . . $49,539,876 49,596,826
=========== ==========
Operating loss . . . . . . . . . $(7,354,872) (3,239,709)
=========== ==========
Partnership's share
of loss. . . . . . . . . . . . $(3,548,726) (1,563,160)
=========== ==========
245 Park received $16,350,000 in lease termination fees ($17,000,000
discounted at 9% for early payment) from Creditanstalt-Bankverien. The
related revenue will be recognized during 1996 when the tenant vacates the
premises.
ADJUSTMENTS
In the opinion of the Corporate General Partner, all adjustments
(consisting solely of normal recurring adjustments) necessary for a fair
presentation (assuming the Partnership continues as a going concern) have
been made to the accompanying figures as of June 30, 1996 and for the three
and six months ended June 30, 1996 and 1995.
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Reference is made to the notes to the accompanying financial
statements for additional information concerning the Partnership's
investment.
The mortgage loans secured by the 245 Park Avenue building have
matured without repayment. If 245 Park's efforts to extend any of its
mortgage loans are unsuccessful, 245 Park may not be able to maintain an
ownership interest in the property, as the mortgage lenders may seek to
acquire title to the property. In such event, the Partnership would
proceed to terminate its affairs. Accordingly, there exists substantial
doubt as to the Partnership's ability to continue as a going concern. In
the event of a sale or other disposition of the property (including a
transfer to the mortgage lenders), Limited Partners would recognize a
substantial gain for Federal income tax purposes (corresponding to all or
most of their deficit capital accounts for tax purposes), regardless of
whether any proceeds from such sale or other disposition were available for
distribution to the Limited Partners.
The Partnership's short-term liquidity is dependent upon additional
advances under the demand note payable to JMB.
RESULTS OF OPERATIONS
The increase in deferred interest payable to an affiliate as of June
30, 1996 as compared to December 31, 1995 is due to the interest accruals
on certain of the term loans and the demand note payable to JMB.
The increase in demand note payable to an affiliate at June 30, 1996
as compared to December 31, 1995 is due to advances received from the
affiliate.
The decrease in interest expense for the six and three month periods
ending June 30, 1996 compared to 1995 is due to a reduction in the
Partnership's variable rate notes payable.
The results of operations for the three and six months ended June 30,
1996 as compared to the three and six months ended June 30, 1995 are
primarily attributable to the operations of the real property investment
owned by 245 Park.
The increase in the Partnership's share of loss from operations of
unconsolidated venture for the three and six months ended June 30, 1996 as
compared to the three and six months ended June 30, 1995 is primarily due
to increased property operating costs and mortgage interest expense
accruing at default rates in 1996. 245 Park had suspended the accrual of
interest at default rates on the first mortgage loan for the period March 1
through July 31, 1995 according to the provisions of the refinancing
commitment entered into with the lender which has subsequently expired by
its term. The increase in loss from operations of unconsolidated venture
for the three month period ending June 30, 1996 compared to 1995, is
partially offset by a reduction in interest expense on loans from the O&Y
Partners and their affiliates. During 1996, the joint venture ceased
accruing interest on these loans when 245 Park filed for bankruptcy
protection.
PART II. OTHER INFORMATION
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
245 Park's first mortgage loan in the approximate principal amount of
$191,550,000 had an extended maturity date of January 1, 1994. 245 Park
did not repay the principal and accrued interest on the loan at maturity,
but is currently seeking a modification and extension of the loan. Accrued
default interest is approximately $18,072,000 at June 30, 1996. The junior
mortgage loans, in the aggregate principal amount of approximately
$192,500,000, secured by the 245 Park Avenue office building, matured in
October 1994 without repayment. 245 Park is also seeking modification and
extension of each of the junior mortgage loans. Accrued default interest
on these loans is approximately $18,000,000 at June 30, 1996. Reference is
made to the notes for further information concerning the mortgage loans and
efforts to obtain their modification and extension.
<TABLE>
PART II. OTHER INFORMATION
ITEM 5. OTHER INFORMATION
OCCUPANCY
The following is a listing of approximate occupancy levels by quarter for the Partnership's investment
property:
<CAPTION>
1995 1996
------------------------------------- ------------------------------
At At At At At At At At
3/31 6/30 9/30 12/31 3/31 6/30 9/30 12/31
---- ---- ---- ----- ---- ---- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
245 Park Avenue
New York, New York. . . . . 95% 96% 96% 96% 96% 96%
</TABLE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
3-A. Amended and Restated Agreement of Limited Partnership of
the Partnership is hereby incorporated by reference to Exhibit 3 to the
Partnership's Form 10-K Report for December 31, 1992 (File No. 0-13545)
filed on March 19, 1993.
3-B. Amendment to the Amended and Restated Agreement of
Limited Partnership of JMB/245 Park Avenue Associates, Ltd. by and between
JMB Park Avenue, Inc. and Park Associates, L.P. dated January 1, 1994 is
hereby incorporated by reference to Exhibit 3-B to the Partnership's Form
10-Q Report for March 31, 1995 (File No. 0-13545) filed on May 11, 1995.
4-A. Second Mortgage Note and related agreements between
Canadian Imperial Bank of Commerce and 245 Park Avenue Company is hereby
incorporated by reference to Exhibit 4-A to the Partnership's Registration
Statement on Form 10 (as amended) of the Securities Exchange Act of 1934
(File No. 0-13545) filed on April 29, 1985.
4-B. $173,196,124.20 Mortgage Note dated September 28, 1983
between Aetna Life Insurance Company and O&Y Equity Corporation is hereby
incorporated by reference to Exhibit 4-D to the Partnership's Registration
Statement on Form 10 (as amended) of the Securities Exchange Act of 1934
(File No. 0-13545) filed on April 29, 1985.
4-C. $20,000,000 Mortgage Note dated September 28, 1983
between Aetna Life Insurance Company and O&Y Equity Corporation is hereby
incorporated by reference to Exhibit 4-E to the Partnership's Registration
Statement on Form 10 (as amended) of the Securities Exchange Act of 1934
(File No. 0-13545) filed on April 29, 1985.
4-D. Consolidation and Extension Agreement dated September
28, 1983 between Olympia and York Estates Company, O&Y Equity Corporation
and Aetna Life Insurance Company is hereby incorporated by reference to
Exhibit 4-F to the Partnership's Registration Statement on Form 10 (as
amended) of the Securities Exchange Act of 1934 (File No. 0-13545) filed on
April 29, 1985.
4-E. $20,000,000 refinanced Mortgage Note and Agreement dated
September 7, 1989 between Dai-Ichi Kangyo Bank and 245 Park Avenue Company
is hereby incorporated by reference to Exhibit 4-G to the Partnership's
Form 10-K Report for December 31, 1989 (File No. 0-13545) filed on March
28, 1990.
4-F. $17,000,000 Mortgage Note dated September 7, 1989
between Dai-Ichi Kangyo Bank and 245 Park Avenue Company is hereby
incorporated by reference to Exhibit 4-H to the Partnership's Form 10-K
Report for December 31, 1989 (File No. 0-13545) filed on March 28, 1990.
4-G. $4,000,000 Mortgage Note representing the $4,000,000
draw made in June 1990 is hereby incorporated by reference to Exhibit 4-I
to the Partnership's Form 10-K Report for December 31, 1989 (File No. 0-
13545) filed on March 28, 1990.
4-H. $4,000,000 Mortgage Note representing the $4,000,000
draw made in June 1991 is hereby incorporated by reference to Exhibit 4-J
to the Partnership's Form 10-K Report for December 31, 1991 (File No. 0-
13545) filed on March 27, 1992.
4-I. $17,000,000 Loan Agreement dated September 7, 1989
between 245 Park Avenue Company and Dai-Ichi Kangyo Bank is hereby
incorporated by reference to Exhibit 4-K to the Partnership's Form 10-K
Report for December 31, 1992 (File No. 0-13545) filed on March 19, 1993.
4-J. $4,000,000 Loan Agreement dated July 3, 1990 between 245
Park Avenue Company and Dai-Ichi Kangyo Bank is hereby incorporated by
reference to Exhibit 4-L to the Partnership's Form 10-K Report for December
31, 1992 (File No. 0-13545) filed on March 19, 1993.
4-K. Assignment of $147,500,000 mortgage dated September 7,
1989 between Canadian Imperial Bank of Commerce and Dai-Ichi Kangyo Bank,
Ltd. is hereby incorporated by reference to Exhibit 4-M to the
Partnership's Form 10-K Report for December 31, 1992 (File No. 0-13545)
filed on March 19, 1993.
4-L. Subordinated Demand Note dated December 31, 1993 between
JMB/245 Park Avenue and JMB Realty Corporation is hereby incorporated by
reference to Exhibit 4-R to the Partnership's Form 10-K report for December
31, 1993 (File No. 0-13545) filed on March 25, 1994.
4-M. Letter of Commitment dated August 3, 1994 from Aetna and
245 Park Company detailing proposed terms to refinance the first mortgage
loan hereby incorporated by reference to Exhibit 4-S to the Partnership's
Form 10-K report for December 31, 1994 (File No. 0-13545) filed on March
27, 1995.
4-N. Letter Agreement dated April 6, 1995 from Aetna to 245
Park Avenue Company detailing proposed terms to refinance the first
mortgage loan is hereby incorporated by reference to the Partnership's 10-Q
Report for March 31, 1995 (File No. 0-13545) filed on May 11, 1995.
4-O. $16,042,000 Second Amended and Restated Promissory Note
and related documents dated August 1, 1995 between JMB/245 Park Avenue
Associates and JMB Realty Corporation filed on November 13, 1995.
4-P. $25,000,000 Second Amended and Restated Promissory Note
and related documents dated August 1, 1995 between JMB/245 Park Avenue
Associates and JMB Realty Corporation filed on November 13, 1995.
4-Q. $2,194,631.25 Amended and Restated Promissory Note and
related documents dated August 1, 1995 between JMB/245 Park Avenue
Associates and JMB Realty Corporation filed on November 13, 1995.
4-R. Amended and Restated Demand Note dated August 1, 1995
between JMB/245 Park Avenue Associates and JMB Realty Corporation filed on
November 13, 1995.
4-S. Fourth Amendment to Loan Documents dated August 1, 1995
between JMB/245 Park Avenue Associates, Ltd. and JMB Realty Corporation
detailing amendments to the term loans filed on November 13, 1995.
4-T. Consent Agreement dated December 29, 1983 from JMB/245
Park Avenue Associates to Continental Illinois Bank of Chicago
(Continental) detailing the transactions for which the Partnership would
obtain Continental's consent filed on November 13, 1995.
4-U. Third Amended and Restated Security Agreement dated
August 1, 1995 between JMB/245 Park Avenue Associates, Ltd. and JMB Realty
Corporation filed on November 13, 1995.
10-A. Acquisition documents dated December 29, 1983 relating
to the purchase by the Partnership of an interest in the American Brands
Building in New York, New York is hereby incorporated by reference to
Exhibit 10-A to the Partnership's Registration Statement on Form 10 (as
amended) of the Securities Exchange Act of 1934 (File No. 0-13545) filed on
April 29, 1985.
10-B. Agreement dated December 29, 1983 between 245 Park
Avenue Company and O&Y Management Corporation relating to the management of
the American Brands Building in New York, New York is hereby incorporated
by reference to Exhibit 10-B to the Partnership's Registration Statement on
Form 10 (as amended) of the Securities Exchange Act of 1934 (File No. 0-
13545) filed on April 29, 1985.
10-C. Lease Agreement between Olympia and York 245 Lease
Company and 245 Park Avenue Company and Bear Stearns Companies, Inc. dated
March 6, 1987 is hereby incorporated by reference to Exhibit 10-E to the
Partnership's Form 10-K Report for December 31, 1988 (File No. 0-13545)
filed on March 27, 1989.
10-D. Side letter agreement dated March 6, 1987 between
Olympia & York 245 Lease Company, 245 Park Avenue Company and JMB/245 Park
Avenue Associates, Ltd. relating to the division of economic benefits and
costs of the Bear Stearns Companies, Inc. lease is hereby incorporated by
reference to Exhibit 10-F to the Partnership's Form 10-K Report for
December 31, 1992 (File No. 0-13545) filed on March 19, 1993.
10-E. Amendment to Partnership Agreement, 245 Park Avenue
Company dated October 11, 1995 between JMB/245 Park Avenue Associates,
Ltd., O&Y Equity Company, L.P., O&Y 245 Corp., Olympia & York 245 Park
Avenue Holding Company, L.P. and 245 Corp. filed on November 13, 1995.
10-F. Consent and Agreement dated June 21, 1991 between
JMB/245 Park Avenue Associates, Ltd., 245 Park Avenue Company, Ltd., and O
& Y Equity Company, L.P. and Morgan Guarantee Trust Company of New York,
filed on May 10, 1996.
10-G. Amended Business Certificate for Partners dated June 30,
1988 between O & Y Equity Company, L.P., Olympia & York 245 Park Avenue
Holding Company and JMB/245 Park Avenue Associates, Ltd., filed on May 10,
1996.
10-H. First Amendment to First Amended and Restated Agreement
of General Partnership of 245 Park Avenue Company dated December 29, 1986
between JMB/245 Park Avenue Associates, Ltd., O & Y Equity Corp., Fame
Associates, and O & Y Interests Corp., filed on May 10, 1996.
10-I. Loan Transaction Agreement dated September 7, 1989
between O & Y Equity Company, L.P. and JMB/245 Park Avenue Associates,
Ltd., filed on May 10, 1996.
27. Financial Data Schedule
(b) No reports on Form 8-K have been filed for the quarter
covered by this report.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company 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
By: GAILEN J. HULL
Gailen J. Hull, Vice President
Date: August 9, 1996
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following person in the capacity
and on the date indicated.
GAILEN J. HULL
Gailen J. Hull, Principal Accounting Officer
Date: August 9, 1996
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
REGISTRANT'S FORM 10-Q FOR THE SIX MONTHS ENDED JUNE 30, 1996 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
INCLUDED IN SUCH REPORT.
</LEGEND>
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<PERIOD-END> JUN-30-1996
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