SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported) November
18, 1996
NANTUCKET ISLAND ASSOCIATES A LIMITED PARTNERSHIP
(Exact Name of Registrant as Specified in Its Charter)
Massachusetts
(State or Other Jurisdiction of Incorporation)
0-16865 04-2948435
(Commission File Number) (I.R.S. Employer
Identification No.)
One International Place, Boston, Massachusetts 02110
(Address of Principal Executive Offices) (Zip Code)
(617) 330-8600
(Registrant's Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events
On November 8, 1996, the Registrant consummated
its offering (the "Offering") of 785 Preferred Limited
Partnership Interests (the "Preferred Units") to holders of
Limited Partnership Units. Upon consummation of the
Offering, the Registrant received proceeds, before expenses,
of $10,466,405. Pursuant to the terms of the Offering,
Zero Main Associates Limited Partnership, an affiliate
of the general partner of the Registrant, acquired the
unsubscribed for Preferred Units (652.25 Preferred Units).
The purpose of the Offering was to raise capital to
enable Sherburne Associates, an entity in which the
Registrant has an approximately 99.99% interest, to
complete necessary capital improvements to its properties,
to reduce its outstanding indebtedness (including payment
of an outstanding loan to Registrant's general partner)
and to increase working capital.
In connection with the Offering, the Agreement of
Limited Partnership of the Registrant was amended to
provide for, among other things, (i) a cumulative preferred
annual return of 8% per Preferred Unit which is to be paid
out of available cash flow, (ii) a priority distribution to
holders of Preferred Units from net proceeds from a capital
transaction or upon liquidation of Registrant (which
distribution is prior to any distributions on account of
non-preferred limited partnership interests and to the
general partner) equal to 250% of the initial capital
invested by such holders for each Preferred Unit.
Item 7. Financial Statements and Exhibits
(c) Exhibits
4.1 Amended and Restated Partnership Agreement of the
Registrant, incorporated by reference to Exhibit 4.1 to Amendment
No 1 to Registrant's Registration Statement on Form S-3
(Registration No. 33-07571), as filed with the Securities
Exchange Commission on September 20, 1996.
SIGNATURES
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 hereunto duly authorized this
4th day of December, 1996.
NANTUCKET ISLAND ASSOCIATES LIMITED PARTNERSHIP
By: Three Winthrop Properties, Inc.
Its General Partner
By: /s/ Michael L. Ashner
Michael L. Ashner
Chief Executive Officer
EXHIBIT INDEX
Exhibit
Page No.
4.1 Amended and Restated Partnership *
Agreement of the Registrant
__________________________
* Incorporated by reference to Exhibit 4.1 to Amendment No 1 to
Registrant's Registration Statement on Form S-3 (Registration No.
33-07571), as filed with the Securities Exchange Commission on
September 20, 1996.
