SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-KSB
Annual Report Pursuant to Section 13 or 15(d)
of Securities Exchange Act of 1934
Commission File
For the fiscal year ended December 31, 1996 Number 33-45291
WINTHROP MIAMI ASSOCIATES LIMITED PARTNERSHIP
Delaware 04-3131735
(State of organization) (IRS Employer Identification No.)
One International Place, Boston, Massachusetts 02110
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (617) 330-8600
--------------
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
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
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 registrant'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. [ ]
Registrant's revenues for its most recent fiscal year were $10,719,899.
No market exists for the limited partnership interests of the Registrant, and,
therefore, a market value for such interests cannot be determined.
DOCUMENTS INCORPORATED BY REFERENCE
Location in Form 10-KSB Document
In Which Document is
Incorporated
Part I The Prospectus of the
Registrant dated May 8, 1992.
Transitional Small Business Disclosure Format: Yes ___ No X
<PAGE>
PART I
Item 1. Description of Business.
Organization
Winthrop Miami Associates Limited Partnership (the "Registrant") is a
Delaware limited partnership formed pursuant to a Certificate of Limited
Partnership filed on August 27, 1991 with the Delaware Secretary of State, for
the purpose of investing in (a) a 37-story commercial office building located at
100 Southeast Second Street, Miami, Florida, and (b) a ground floor retail
arcade located in the same building by becoming the managing general partner of,
and acquiring an approximate 88% interest in each of, Miami Tower Associates
Limited Partnership and Miami Retail Associates Limited Partnership
(individually, an "Operating Partnership" and collectively, the "Operating
Partnerships"). The general partner of the Registrant is One International
Associates Limited Partnership, a Delaware limited partnership (the "General
Partner"). (See "Change in Control.")
Each of the Operating Partnerships, Miami Tower Associates Limited
Partnership ("Miami Tower") and Miami Retail Associates Limited Partnership
("Miami Retail"), are Florida limited partnerships formed on July 24, 1991 for
the purpose of acquiring the interests in the "Property" (as hereinafter
defined) and improving and operating their respective interests in the Property.
Miami Tower was formed to acquire the interest in the office tower portion of
the Property and Miami Retail was formed to acquire the interest in the retail
arcade located on the ground floor of the building.
The general partners of each of the Operating Partnerships are the
Registrant, as the managing general partner, and Winthrop Financial Associates,
A Limited Partnership ("WFA"), an affiliate of the General Partner. The
Registrant, as managing general partner, has responsibility for managing the
affairs of the Operating Partnerships. The General Partner controls the
activities of the Registrant and exercises the Registrant's authority as the
managing general partner of each of the Operating Partnerships. The Registrant
and WFA, as general partners of the Operating Partnerships, control the
activities of the Operating Partnerships.
The Registrant was initially capitalized with a nominal capital
contribution from the General Partner. Thereafter, WFA and its affiliates
advanced $7,832,212 to the Registrant to cover its pro rata share of the equity
portion of the purchase price of the Property, closing costs incurred in
connection with the acquisition of the Property and draws made on the "Letter of
Credit" (as hereinafter defined) prior to the admission of limited partners (the
"Limited Partners"). A portion of this loan was repaid with funds advanced to
the Registrant by Winthrop Growth Fund Limited Partnership, an affiliate of WFA,
in the principal amount of $4,600,000 (together with the prior advance, the
"Interim Loan"). On May 8, 1992, the Registrant filed a Registration Statement
on Form S-11 with the Securities and Exchange Commission with respect to a
public offering of 270 units of limited partnership interest in the Registrant
(the "Units") at a purchase price of $100,000 per Unit. The Registration
Statement was declared effective on May 8, 1992. On December 15, 1992, the
Registrant completed a public offering of 270 Units at an aggregate purchase
price of $27,000,000. During 1992, the outstanding balance of the Interim Loan,
including accrued interest thereon, was repaid in full from the capital
contributions of the Limited Partners.
The business of the Registrant is investing as a 88% general partner in
each of the Operating Partnerships which own interests in the Property. See Item
2, "Description of Properties" for information with respect to the Property.
<PAGE>
Employees
As of December 31, 1996, the Registrant did not have any employees.
Services are generally performed for the Registrant by the General Partners and
their affiliates and agents retained by them.
Property Management
Winthrop Management (a Massachusetts general partnership and an affiliate
of the General Partner) has performed the day to day management services for the
Property since the acquisition by the Operating Partnerships, including
preparation of operating budgets, collection of rents, repairs and maintenance,
advertising, maintenance of records, maintenance of insurance and financial
reporting. Winthrop Management is engaged to provide these services under a
management agreement which provides for a base management fee equal to 5% of the
gross collections from the Property (including rents or other charges for use
and occupancy of the Property, income from vending machines and other
concessions, and net proceeds from business interruption or other loss of income
insurance, but excluding, among other things, interest income, sales or other
excise tax, condemnation or casualty loss proceeds and proceeds of any sale of
the Property or any other capital asset). In addition, Winthrop Management has
performed leasing services for the Property for a fee not to exceed 1% of total
gross revenues from the Property, and in no event greater than the customary
leasing commissions that would be payable in the downtown Miami commercial
business district. Winthrop Management is not reimbursed for payroll and related
costs for off-site personnel not approved by the Operating Partnership and other
specified items. The management agreement may be terminated by either party upon
30 days' notice.
In December of 1993, the Operating Partnerships hired The Guardian
Force (a Massachusetts limited partnership and a former affiliate of the General
Partner) to provide security services to the Property. These services included
administration of the building's security program, responsibility for
access/control of the building, planning protection programs, responsibility for
the fire safety program, coordinating building evacuations in case of emergency,
among other security related matters. The agreement with The Guardian Force
provided for an annual flat fee of $285,000 and was terminable by the Operating
Partnerships upon sixty (60) days notice. The fee represents a 10% discount to
market as determined in a competitive bid process. As of January 1996, WFA
elected to discontinue its building security operation and the business
operations of The Guardian Force were transferred to and assumed by a former
employee of WFA.
Partnership Agreement Amendment
In August 1995, the General Partner amended the Registrant's
partnership agreement to clarify and remove certain ambiguities pertaining to
the requirements for calling and voting at a meeting of limited partners, or
taking action by written consent of partners in lieu thereof. Such requirements
include, among other matters, that any action by written consent may be
initiated only by the General Partner or by one or more Investor Limited
Partners holding not less than 10% of the outstanding Units.
Change in Control
The general partner of One International Associates is One
International, Inc., a Delaware corporation, and the sole limited partner of the
General Partner is WFA. One International, Inc. is a wholly owned subsidiary of
First Winthrop Corporation ("First Winthrop"), which in turn is a wholly owned
subsidiary of WFA. The general partner of WFA is Linnaeus Associates Limited
Partnership, a Maryland limited partnership ("Linnaeus"). Until December 22,
1994, Arthur J. Halleran, Jr. was the sole general partner of Linnaeus. On
December 22, 1994, pursuant to an Investment Agreement entered into among Nomura
Asset Capital Corporation ("NACC"), Mr. Halleran and certain other individuals
who comprised the senior management of WFA, the general partnership interest in
Linnaeus was transferred to W.L. Realty, L.P. ("W.L. Realty"). W.L. Realty is a
Delaware limited partnership, the general partner of which was, until July 18,
1995, A.I. Realty Company, LLC ("Realtyco"). The equity securities of Realtyco
were held by certain employees of NACC. On July 18, 1995 Londonderry Acquisition
II Limited Partnership, a Delaware limited partnership ("Londonderry II"), an
affiliate of Apollo Real Estate Advisors, L.P. ("Apollo"), acquired, among other
things, Realtyco's general partner interest in W.L. Realty and a sixty four
percent (64%) limited partnership interest in W.L. Realty. WFA owns the
remaining thirty-five percent (35%) limited partnership interest. 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, which in turn is the sole
general partner of WFA. As a result of the foregoing, effective July 18, 1995,
Londonderry II became the controlling entity of the General Partner. In
connection with the transfer of control, the officers and directors of WFA
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."
<PAGE>
Item 2. Description of Properties
The Registrant does not own any interest in real property other than
its general partnership interest in the Operating Partnerships. The Operating
Partnerships do not own any interests in real property other than the Property.
The Property is a premium quality office building located in downtown
Miami, Florida, and is comprised of (a) a 37-story office tower (the "Office
Tower") containing 567,572 net rentable square feet of office space located over
a 10-story parking garage (the "Parking Garage") and (b) a ground floor retail
arcade containing 18,344 net rentable square feet (the "Retail Space" and
together with the Office Tower, collectively, the "Property"). Miami Tower
acquired the Office Tower in November, 1991 for a purchase price of $42,622,000,
subject to an air-rights lease (the "Air Rights Lease") with the City of Miami
which owns the land under the building as well as the Parking Garage. Miami
Retail acquired the leasehold estate in the Retail Space in November, 1991 for
$1,378,000, which is also owned by the City of Miami and leased pursuant to a
space lease (the "Retail Space Lease"). The Property and the related financing
and lease arrangements are described on pages 46-52 of the Registrant's
Prospectus dated May 8, 1992 (the "Prospectus") which descriptions are
incorporated herein by this reference.
The Property, which was completed in 1987, was originally constructed
by CenTrust Savings Bank ("CenTrust"), in part, to serve as its headquarters.
Prior to the failure of CenTrust in 1989, the bank occupied approximately
279,600 square feet in the Office Tower. The Resolution Trust Corporation (the
"RTC"), as receiver, seized control of CenTrust and the two limited partnerships
controlled by CenTrust which held the interests in the Property, C.P. Tower,
Ltd. and C.P. Retail, Ltd. (the "Sellers"), in February 1990, which limited
partnerships transferred their respective interests in the Property to the
Operating Partnerships on November 7, 1991. The interests of the RTC have been
subsequently assumed by the Federal Deposit Insurance Corporation ("FDIC").
In connection with the purchase of the Property, the Sellers provided
financing to the Operating Partnerships in the amount of $36,800,000 (the
"Permanent Loan"). The Permanent Loan is secured by a mortgage on the Property
together with an assignment of rents and leases with respect to the Property, a
security interest in certain personal property related to the Property and the
proceeds of the Letter of Credit and all other escrow accounts established by
the Operating Partnerships pursuant to the terms of the Permanent Loan and
related documents. The Sellers simultaneously assigned all of their right, title
and interest in, to and under the Permanent Loan and related documents,
including the mortgage on the Property, to the RTC. The Permanent Loan matures
on November 6, 2001, at which time the principal balance due will be $36,800,000
plus all outstanding accrued interest. The Permanent Loan bears interest at 8%
per annum through November 6, 1996 and then 10% thereafter, and had a principal
balance and accrued interest at December 31, 1996 of $36,800,000 and
$16,378,000, respectively. The maturity date of the Permanent Loan may be
accelerated if, among other things, the Operating Partnerships transfer their
interests in the Property or the Registrant transfers its interests in the
Operating Partnerships.
<PAGE>
Other pertinent business terms of the Permanent Loan are as follows:
(a) Interest payments are only required to the extent of an allocation
of net operating income, as described in (b) below, except that minimum interest
payments are required in years six through ten based only on a 7% per annum
fixed rate on the original principal balance of the Permanent Loan, although
interest will accrue on any unpaid interest;
(b) The actual amount of interest paid is based upon an allocation of
the net operating income ("NOI", as more particularly set forth in the loan
documents) as follows: First, NOI is paid to the Operating Partnerships in an
amount equal to the operating deficits previously funded by the Operating
Partnerships; second, the next $1,100,000 of NOI is paid 10% to the RTC and 90%
to the Operating Partnerships; third, NOI is paid 35% to the RTC and 65% to the
Operating Partnerships until the Operating Partnerships have received from the
second and third allocations, a sum equal to $7,200,000 plus amounts drawn under
the $12,000,000 Escrow Account (as defined herein); fourth, NOI is paid 65% to
the RTC and 35% to the Operating Partnerships until the RTC has received an
aggregate amount from the foregoing distributions equal to all interest that has
accrued on the Permanent Loan; and last, the remainder is split 20% to the RTC
and 80% to the Operating Partnerships;
(c) From and after November 7, 1996, if the net operating income
allocated to pay debt service is insufficient to make the minimum interest
payments of 7% per annum on the principal balance of the Permanent Loan
(excluding accrued and unpaid interest) as outstanding from time to time, the
Operating Partnerships will nonetheless be obligated to make such interest
payments;
<PAGE>
(d) No principal payments are required prior to the
maturity of the Permanent Loan;
(e) The Permanent Loan may be prepaid at any time after
August 7, 1992 without penalty; and
(f) If the Permanent Loan is prepaid prior to November 7, 1998, the
principal amount will be discounted by the following amounts: $1,500,000 if
prepaid before November 7, 1997; and $1,000,000 if prepaid before November 7,
1998.
The Permanent Loan agreement also contains certain provisions which are
relevant to the structure and operation of the Operating Partnerships. For
example, during the term of the Permanent Loan, WFA and/or its affiliates are
required (a) to be an operating general partner, (b) to retain total management
and operational control of the Operating Partnerships and any affiliate of the
Operating Partnerships which is the manager of the Property and (c) to maintain
a net worth of at least $10,000,000. If these conditions are not satisfied, the
maturity date of the Permanent Loan may be accelerated. Further, the Operating
Partnerships are generally required to comply with the leasing guidelines
established by the General Partner and approved by the RTC, to develop annual
operating budgets for the Property and to make improvements, renovations or
additions to the Property with the proceeds of the Escrow Account (as
hereinafter defined) within the parameters established by the RTC.
In December 1995, the RTC notified WFA of a net worth deficiency under the
Permanent Loan documents due to WFA's net worth being less than the required
minimum of $10,000,000. Under the terms of the Permanent Loan documents, the
Operating Partnerships can cure this deficiency if an independent appraisal of
the Property indicates that the sum of the amount by which the fair market value
of the Property exceeds $44,000,000 plus WFA's net worth is $10,000,000 or
greater. In addition, the deficiency can be cured if WFA deposits with the
lender an amount equal to $10,000,000 less the sum of WFA's net worth and the
amount by which the fair value of the Property exceeds $44,000,000. It is
anticipated that this alleged default will be cured as the appraised value of
the property and WFA's net worth for the year ended December 31, 1996 are
expected to be in excess of the level required under the Permanent Loan.
Further, in March 1997, WFA entered into an agreement with the FDIC (as
successor to the RTC) pursuant to which WFA may acquire the Permanent Loan. See
"Item 6, Management's Discussion and Analysis or Plan of Operation."
<PAGE>
In connection with the Operating Partnerships' acquisition of the
interests in the Property, the RTC required the Operating Partnerships to
establish a $12,000,000 restricted escrow account (the "Escrow Account") to be
used to fund certain capital improvements and capital repairs to the Property,
certain pre-approved other expenditures, tenant improvements, other costs
related to the leasing of the Property and for the required minimum debt service
commencing in November 1996 (collectively, the "Permitted Escrow Uses"). The
Escrow Account may be funded either with cash or secured by an irrevocable
letter of credit issued by a commercial bank. The Operating Partnerships chose
to secure their Escrow Account obligations with a letter of credit and,
accordingly, had a $12,000,000 irrevocable, standby letter of credit (the
"Letter of Credit") issued by Bankers Trust Company, Escrow Agent, as
beneficiary on the joint account of the Operating Partnerships. The Letter of
Credit is secured by cash held in a restricted account, of which approximately
88% has been posted by the Registrant and approximately 12% has been contributed
by WFA. The Letter of Credit may be drawn down from time to time and must be
used for Permitted Escrow Uses. The expiration date was subsequently extended to
August 5, 1997. As of December 31, 1996, the restricted cash collateral balances
maintained by the Registrant and WFA, including interest income earned thereon,
were $1,446,678 and $163,242, respectively. At such time that the Letter of
Credit expires, the Operating Partnerships will have the obligation to either
renew the Letter of Credit, obtain a new irrevocable letter of credit or fund
the required Escrow Account with cash.
The following table sets forth the occupancy rates for the last two
years and the associated gross rental per square foot amount (based on generally
accepted accounting principles) at the Property:
<TABLE>
Percentage Average Annual Total
Occupancy Gross Rental Per SF
Year Rate of Occupied Space
<S> <C> <C> <C>
1995 82% $20.98
1996 84% $19.91
</TABLE>
<PAGE>
The following table sets forth certain information concerning lease
expirations (assuming no renewals for this property for the period from January
1, 1997 through December 31, 2006):
<TABLE>
Number of Aggregate SF Annualized Percentage
Tenants Whose Covered by Rental for of Total
Leases Expiring Leases Annualized
Expire Leases Expiring Rental
<S> <C> <C> <C> <C>
1997 8 38,749 $ 719,387 6.77%
1998 10 102,464 2,708,773 27.06%
1999 3 28,015 738,330 10.03%
2000 4 24,143 597,666 8.50%
2001 9 59,761 1,540,108 25.58%
2002 6 44,939 1,429,662 28.55%
2003 3 6,429 168,764 4.16%
2004 4 66,702 1,150,034 31,43%
2005 0 0 0 0
2006 1 9,334 252,018 9.70%
</TABLE>
In February 1996, Great Western Bank ("Great Western") and the
Operating Partnerships entered into a negotiated settlement agreement in
connection with a dispute relating to 16,484 square feet leased by Great
Western. Pursuant to the settlement agreement, Great Western agreed to pay the
Operating Partnerships approximately $950,000, which amount was paid to the
Operating Partnerships in 1996. Their lease was also restructured, resulting in
higher base lease rates over the remaining lease term; a reduction in leased
space of approximately 6,000 square feet; and a full service lease with a 1996
base year.
In the opinion of the Registrant, the Property is adequately insured.
Set forth below is a table showing the gross carrying value and
accumulated depreciation and federal tax basis of the Property as of December
31, 1996:
Gross Federal
Carrying Accumulated Tax
Value Depreciation Rate Method Basis
$58,573,975 $9,676,283 5-35 yrs. S/L $50,672,446
<PAGE>
The realty tax rate and realty taxes paid for the Property in 1996 were
$3.0864/100 and $1,291,157, respectively.
Item 3. Legal Proceedings.
As of April 1, 1997, the Registrant is not a party, nor are the
Operating Partnerships or any of their properties, subject to any material
pending legal proceedings.
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.
<PAGE>
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters.
There is no public trading market for the Units of limited partnership
interest in the Registrant. Trading is infrequent and occurs only through
private transactions. Furthermore, transfers of Units are subject to significant
limitations contained in the Registrant's limited partnership agreement,
including a restriction that any transfer be made only with the consent of the
General Partner (under certain circumstances as provided therein). A copy of the
Registrant's limited partnership agreement (the "Partnership Agreement") was
filed as Exhibit A to the Registration Statement. In addition, the Permanent
Loan agreement prohibits the transfer or assignment of Units to certain persons
more particularly described in the related loan documents.
The Partnership Agreement provides that Cash Flow (as defined therein)
will be distributed to the partners in specified proportions at reasonable
intervals during the fiscal year, but in any event no less often than 60 days
after the close of each fiscal year. There are no restrictions under the
Partnership Agreement on the Registrant's present or future ability to make
distributions of cash flow. The Registrant, at the sole discretion of the
General Partner, may retain all or any portion of the Registrant's net
distributable cash flow to the extent deemed necessary to cover anticipated
expenses and to provide reserves for unexpected future property and partnership
financial needs. Cash flow distributed to partners will be net of any such
amounts so retained. The Registrant did not make any cash distributions in 1995
and 1996. See "Item 6, Management's Discussion and Analysis or Plan of
Operation," for information relating to Registrant's future distributions.
As of March 15, 1997, there were 340 holders of 270 outstanding Units.
<PAGE>
Item 6. Management's Discussion and Analysis or Plan of
Operation.
Capital Resources and Liquidity
The Registrant has invested as a general partner in the Operating
Partnerships and as such receives distributions of cash flow as its sole source
of revenues. There were no distributions received from the Operating
Partnerships in 1995 or 1996. The Registrant used cash from its reserves to
satisfy administrative and other expenses.
Cash used by operations during fiscal year 1996 was $183,860. Expenditures
for building improvements and deferred costs totaled $2,013,015 during 1996.
These were offset by net withdrawals from the mortgage escrow of $3,382,055. At
December 31, 1996, the Registrant and the Operating Partnerships held
unrestricted cash of $8,423,150.
In addition to unrestricted cash, the Registrant maintains an Escrow
Account, as required under the Permanent Loan. The Escrow Account was
established to fund Permitted Escrow Uses and is secured by a letter of credit.
The Registrant maintains a cash collateral account to secure its obligations
under the letter of credit. At December 31, 1996, the balance in this account
was $1,446,680. For a more detailed discussion of the Escrow Account see "Item
2, Description of Properties."
On October 14, 1994, the Property's fire suppression systems
malfunctioned, causing severe water damage to the Property. The damage was
substantially covered by insurance. During 1995, the Miami Tower settled its
insurance claim relating to its damage. The insurance carrier agreed to pay
Miami Tower approximately $8,942,000, of which $8,387,893 was received in 1995;
the balance of which was received in 1996. Under the terms of the Permanent
Loan, insurance proceeds were placed into an escrow account under the control of
the RTC. The balance of the escrow account at December 31, 1996 was $2,588,964.
Miami Tower has substantially completed the structural build-out and repair and
maintenance work associated with the damage. No other significant capital
improvements are planned in the near future for the Property other than tenant
improvements which are incidental to the leasing-up of the Property.
<PAGE>
As discussed in "Item 2, Description of Properties," the Property is
encumbered by a participating loan provided by the Sellers in the amount of
$36,800,000. Certain aspects of the Permanent Loan were structured specifically
to provide the Operating Partnerships with increased liquidity during the
lease-up of the property. These include (i) no principal payments prior to
maturity; (ii) no minimum interest payments before November 1996 and minimum
interest payments at a reduced rate thereafter, i.e. 7% on the original
principal balance of the Permanent Loan; (iii) an initial accrual rate of 8% for
the first five years, increasing to 10% in the last five years; and (iv) a
sharing of net operating income between the Operating Partnerships and the RTC
(in its capacity as lender). It is anticipated that cash flow from operations
will be sufficient to satisfy interest payments which commenced in 1996.
In December 1995, the RTC notified WFA of a net worth deficiency under
the Permanent Loan due to WFA's net worth being less than the required minimum
of $10,000,000. Under the terms of the Permanent Loan documents, the Operating
Partnerships can cure this deficiency if an independent appraisal of the
Property indicates that the sum of the amount by which the fair market value of
the Property exceeds $44,000,000 plus WFA's net worth is $10,000,000 or greater.
In addition, the deficiency can be cured if WFA deposits with the lender an
amount equal to $10,000,000 less the sum of WFA's net worth and the amount by
which the fair value of the Property exceeds $44,000,000. The RTC is in the
process of obtaining their own appraisal to determine compliance with the
aforementioned provision. The Registrant believes, based on its understanding of
the market value of similar properties, that the property should have an
appraised value sufficient to cure the default. In the event the appraised value
is not sufficient to cure the deficiency, and WFA is unable to deposit with the
RTC the amount required to cure the deficiency, the RTC has the option, among
other remedies, to accelerate the maturity of the Permanent Loan and make all
amounts under the loan immediately due and payable. If the RTC were to
accelerate the Permanent Loan, the Operating Partnerships will need to obtain
replacement financing, which it believes will be available. However, there can
be no assurance that such replacement financing could be obtained, or if
obtained, will be on terms favorable to the Operating Partnerships. If no
alternative financing can be obtained, it is likely that the Property would be
lost through foreclosure.
<PAGE>
It is anticipated that the lender will acknowledge that this alleged
default has been cured since WFA's net worth, as of December 31, 1996, combined
with the appraised value of the Property in excess of $44 million, will exceed
the $10 million liquidity requirement established under the Permanent Loan
documents. The alleged default may also be excused if WFA acquires the Lender's
rights under the Permanent Loan. On March 12, 1997, WFA, the Operating
Partnerships and the FDIC entered into an agreement (the "Loan Acquisition
Agreement") pursuant to which WFA has the right to acquire the Permanent Loan.
It is expected that the acquisition of the Permanent Loan will occur, if at all,
on or prior to May 30, 1997.
Results of Operations
The Registrant had a net loss of $2,953,622 for the year ended December
31, 1996 as compared to net income of approximately $1,687,731 for the year
ended December 31, 1995. The significant reduction in operating results was due
to a $4,879,387 reduction in revenues in 1996 as compared to 1995 and a $389,969
increase in expenses in 1996 as compared to 1995, which was only partially
offset by a $628,003 swing in income allocated to the Registrant's outside
partners minority interest in 1996 as compared to 1995.
The reduction in revenues is primarily attributable to the gain from
insurance settlement of $4,540,765 recognized in 1995 and a decreases in rental
and interest income, which were partially offset by an increase in operating
expense and tax escalation reimbursements. Although actual rental collections
increased in 1996 as compared to 1995 due to the expiration of free rental
periods for various tenants and increased average occupancy, rental income, for
financial statement reporting purposes, decreased due to a decrease in average
total gross rental per square foot. The reduction in interest income is directly
attributable to decreased average cash balances available for investment.
<PAGE>
The increase in expenses is primarily attributable to increases in
utilities, management fees and other taxes and interest expense which were
partially offset by reductions in bad debt expense. All other items of expense
remained relatively constant for 1996 as compared to 1995. The $191,989 increase
in utilities is due to increased occupancy at the property. The increase in the
management fees expense of $153,687 is attributed to increased cash collections
as a result of the expiration of free rental periods for various tenants in the
building. Interest expense increased $203,768 due to an increase in the interest
rate from 8% to 10% in November 1996 and the impact of the compounding of the
increasing accrued interest payable. The reduction in bad debt expense of
$422,878 is the result of the resolution of the Great Western litigation in
February 1996. 1995 bad debt expense of $445,617 was all attributable to Great
Western.
General
The allocation of RTC debt service payments and distributable cash flow
are calculated based on specific criteria set forth in the Permanent Loan
documents. As defined in the Permanent Loan documents, net operating income
generated by the Operating Partnerships for 1996 was approximately $6,200,000 of
which approximately $1,692,000 was used to pay debt service. No amounts were
used to fund real estate tax and insurance escrows.
The remainder, $3,098,000, was available to distribute to the Registrant. The
Operating Partnerships retained the 1995 and 1996 funds available for
distribution as additional reserves.
There were no distributions made to the Partners from 1996 or 1995
operations. Given the current occupancy of the property, it is not currently
anticipated that the Registrant will make any
distributions from operations in the immediate future. However, the performance
of the property and the Registrant's distribution policy will continue to be
reviewed on a quarterly basis.
<PAGE>
Item 7. Financial Statements.
Winthrop Miami
Associates Limited
Partnership and
Subsidiaries
Consolidated Financial Statements for the Years
Ended December 31, 1996 and 1995 and
Supplemental Schedules for the
Year Ended December 31, 1996 and
Independent Auditors' Report
WINTHROP MIAMI ASSOCIATES LIMITED PARTNERSHIP
AND SUBSIDIARIES
TABLE OF CONTENTS
INDEPENDENT AUDITORS' REPORTS
CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 1996 AND
1995:
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statements of Changes in Partners' Capital (Deficit)
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Partners of
Winthrop Miami Associates Limited Partnership:
We have audited the accompanying consolidated balance sheet of Winthrop Miami
Associates Limited Partnership and subsidiaries (the "Partnership") as of
December 31, 1996, and the related consolidated statements of operations,
changes in partners capital (deficit) and cash flows for the year then ended.
These consolidated financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audit. The financial statements
of the Partnership for the year ended December 31, 1995 were audited by other
auditors whose report, dated March 15, 1996, expressed an unqualified opinion on
those statements and schedules and included an explanatory paragraph regarding
substantial doubt about the entity's ability to continue as a going concern. The
explanatory paragraph described the general partners failure to comply with
minimum net worth requirements imposed by the mortgage lender. This matter is
discussed in Note 5 to the financial statements.
We conducted our audit 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 audit provides a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of the Partnership as
of December 31, 1996, and the results of its operations and its cash flows for
the year then ended, in conformity with generally accepted accounting
principles.
<PAGE>
The accompanying consolidated financial statements have been prepared assuming
that the Partnership will continue as a going concern. As discussed in Note 5 to
the consolidated financial statements, in December 1995, a general partner of
the Operating Partnerships received a notice from the mortgage lender that a net
worth deficiency existed as defined under the terms of the mortgage agreement.
If this net worth deficiency is not cured and an event of default results, the
mortgage lender has the option, among other remedies, to demand immediate
repayment of the Permanent Loan and accrued interest payable. It is uncertain
whether the general partner can cure the net worth deficiency or repay all
amounts due under the Permanent Loan. This matter raises substantial doubt about
the Partnership's ability to continue as a going concern. Management's plans
regarding this matter are also described in Note 5. The consolidated financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
/s/ Deloitte & Touche LLP
Boston, Massachusetts
March 14, 1997
<PAGE>
Independent Auditors' Report
The Partners
Winthrop Miami Associates Limited Partnership:
We have audited the accompanying consolidated balance sheet of Winthrop Miami
Associates Limited Partnership and subsidiaries (the "Partnership") as of
December 31, 1995, and the related consolidated statements of operations,
changes in partners' capital (deficit), and cash flows for the year then ended.
These consolidated financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audit.
We conducted our audit 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 audit provides a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of the Partnership as
of December 31, 1995, and the results of its operations and its cash flows for
the year then ended in conformity with generally accepted accounting principles.
The accompanying consolidated financial statements as of and for the year ended
December 31, 1995 have been prepared assuming that the Partnership will continue
as a going concern. As discussed in Note 5 to the consolidated financial
statements, in December 1995, a general partner of the Operating Partnerships
received a notice from the mortgage lender that a net worth deficiency existed
as defined under the terms of the mortgage agreement. If this net worth
deficiency is not cured and an event of default results, the mortgage lender has
the option, among other remedies, to demand immediate repayment of the Permanent
Loan and accrued interest payable. It is uncertain whether the general partner
can cure the net worth deficiency or repay all amounts due under the Permanent
Loan. This matter raises substantial doubt about the Partnership's ability to
continue as a going concern. Management's plans regarding this matter are also
described in Note 5. The consolidated financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
KPMG Peat Marwick LLP
Boston, Massachusetts
March 15, 1996
<PAGE>
WINTHROP MIAMI ASSOCIATES LIMITED PARTNERSHIP
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1996 AND 1995
<TABLE>
ASSETS 1996 1995
<S> <C> <C>
BUILDING AND IMPROVEMENTS, Net of accumulated depreciation
of $9,676,283 and $7,340,356, respectively (Notes 4, 5 and 9) $ 48,897,692 $ 49,553,917
TENANT RECEIVABLES, Net of allowance for doubtful accounts
of $26,627 and $1,313,557, respectively 206,925 826,341
INSURANCE PROCEEDS RECEIVABLE (Note 9) - 554,107
PREPAID EXPENSES AND OTHER ASSETS 291,451 367,970
DEFERRED RENTS RECEIVABLE (Note 6) 3,820,128 4,215,385
DEFERRED COSTS, Net of accumulated amortization of $956,573
and $862,358, respectively (Note 3) 1,366,301 1,354,899
CASH AND CASH EQUIVALENTS 8,423,150 6,708,060
OTHER RESTRICTED CASH AND CASH EQUIVALENTS 3,261,642 3,566,356
RESTRICTED CASH COLLATERAL (Note 5) 1,446,680 4,828,735
--------------------
TOTAL ASSETS $ 67,713,969 $ 71,975,770
==================
LIABILITIES AND PARTNERS' CAPITAL
LIABILITIES:
Permanent loan (Note 5) $ 36,800,000 $ 36,800,000
Accrued interest payable (Note 5) 16,378,067 13,618,521
Prepaid tenant rent 224,641 207,069
Accounts payable and accrued liabilities 491,266 4,220,380
Accrued repairs - 550,000
Due to affiliates (Note 7) 55,968 66,281
Security deposits 533,049 417,162
-------------- -----------
Total liabilities 54,482,991 55,879,413
-------------------
COMMITMENTS (Note 5)
MINORITY INTEREST 1,144,686 1,056,443
--------------------
PARTNERS' CAPITAL (DEFICIT):
General partner (3,999,675) (3,704,313)
Limited partners - 270 units issued and outstanding 16,085,967 18,744,227
-------------------
Total partners' capital 12,086,292 15,039,914
-------------------
TOTAL LIABILITIES AND PARTNERS' CAPITAL $ 67,713,969 $ 71,975,770
==================
</TABLE>
See notes to consolidated financial statements.
<PAGE>
WINTHROP MIAMI ASSOCIATES LIMITED PARTNERSHIP
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 1996 AND 1995
<TABLE>
1996 1995
<S> <C> <C>
REVENUES:
Rental income (Note 6) $ 9,493,878 $ 9,762,890
Operating expense and tax escalation reimbursements (Note 6) 680,602 606,294
Interest income 545,419 689,337
Gain from insurance settlement (Note 9) - 4,540,765
-------------------------
Total revenues 10,719,899 15,599,286
-------------------
EXPENSES:
Repairs and maintenance 726,933 753,037
Utilities 1,133,407 941,418
Payroll 629,054 562,955
Security (Note 7) 390,221 343,334
Lease costs and rental expense (Note 6) 845,134 872,240
Insurance 149,068 111,787
Real estate and other taxes 1,495,263 1,470,987
Management fees (Note 7) 568,473 414,786
General and administrative 387,858 361,906
Advertising 136,653 95,361
Cleaning 515,826 472,998
Bad debt expense 22,739 445,617
Miscellaneous 5,302 6,102
Interest expense (Note 5) 4,451,419 4,247,651
Depreciation and amortization 2,657,838 2,625,040
-----------------
Total expenses 14,115,188 13,725,219
-------------------
INCOME (LOSS) BEFORE MINORITY INTEREST (3,395,289) 1,874,067
MINORITY INTEREST IN (INCOME) LOSS 441,667 (186,336)
---------------------
NET INCOME (LOSS) $ (2,953,622) $ 1,687,731
=================
NET INCOME (LOSS) ALLOCATED TO GENERAL
PARTNER $ (295,362) $ 168,773
================
NET INCOME (LOSS) ALLOCATED TO INVESTOR
LIMITED PARTNERS $ (2,658,260) $ 1,518,958
===============
NET INCOME (LOSS) PER INVESTOR LIMITED
PARTNER UNIT $ (9,845)$ 5,626
==================
NUMBER OF INVESTOR LIMITED PARTNER
UNITS OUTSTANDING 270 270
========================
</TABLE>
See notes to consolidated financial statements.
<PAGE>
WINTHROP MIAMI ASSOCIATES LIMITED PARTNERSHIP
AND SUBSIDIARIES
<TABLE>
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
YEARS ENDED DECEMBER 31, 1996 AND 1995
Limited General
Partners Partner Total
<S> <C> <C> <C>
BALANCE, JANUARY 1, 1995 $ 17,225,269 $ (3,873,086) $ 13,352,183
Net income 1,518,958 168,773 1,687,731
-------------------
BALANCE, DECEMBER 31, 1995 18,744,227 (3,704,313) 15,039,914
Net loss (2,658,260) (295,362) (2,953,622)
------------------
BALANCE, DECEMBER 31, 1996 $ 16,085,967 $ (3,999,675) $ 12,086,292
=================
</TABLE>
See notes to consolidated financial statements.
<PAGE>
WINTHROP MIAMI ASSOCIATES LIMITED PARTNERSHIP
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1996 AND 1995
<TABLE>
1996 1995
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (2,953,622) $ 1,687,731
Minority interest in income (loss) (441,667) 186,336
Adjustments to reconcile net income (loss) to net cash (used for) provided by
operating activities:
Depreciation and amortization 2,657,838 2,625,040
Bad debt expense 22,739 445,617
Changes in operating assets and liabilities:
Decrease (increase) in tenant and other receivable 596,677 (425,305)
Decrease in insurance proceeds receivable 554,107 135,032
Decrease (increase) in prepaid expenses and other assets 76,519 (34,346)
Decrease (increase) in deferred rents receivable 395,257 (2,205,713)
Increase (decrease) in other restricted cash and cash equivalents 304,714 (3,270,097)
Decrease in accounts payable, accrued liabilities
and security deposits (3,613,227) (16,424)
(Decrease) increase in accrued repairs (550,000) 550,000
Decrease in due to affiliates (10,313) (692,711)
Increase in prepaid tenant rent 17,572 71,819
Increase in accrued interest payable 2,759,546 2,832,793
-------------------
Net cash (used for) provided by operating activities (183,860) 1,889,772
--------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Expenditures for building and improvements (1,679,702) (1,872,749)
Expenditures for deferred costs (333,313) (670,095)
--------------------
Net cash used for investing activities (2,013,015) (2,542,844)
-------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net withdrawals from mortgage escrow 3,382,055 1,565,655
Minority interest capital contributions received 529,910 257,278
--------------------
Net cash provided by financing activities 3,911,965 1,822,933
-------------------
NET INCREASE IN CASH AND CASH EQUIVALENTS 1,715,090 1,169,861
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 6,708,060 5,538,199
-------------------
CASH AND CASH EQUIVALENTS, END OF YEAR $ 8,423,150 $ 6,708,060
=============== ===============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION -
Cash paid for interest $ 1,691,873 $ 1,414,858
============== ===============
</TABLE>
See notes to consolidated financial statements.
<PAGE>
WINTHROP MIAMI ASSOCIATES LIMITED PARTNERSHIP
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1996 AND 1995
1. ORGANIZATION
Winthrop Miami Associates Limited Partnership (the "Investor
Partnership"), a Delaware limited partnership, was organized on August 27,
1991 to own an interest in Miami Tower Associates Limited Partnership
("Miami Tower") and Miami Retail Associates Limited Partnership ("Miami
Retail"), both Florida limited partnerships (the "Operating
Partnerships"), and to serve as the managing general partner for the
Operating Partnerships. On November 7, 1991, Miami Tower acquired a
37-story office tower (the "Office Tower") located in downtown Miami,
Florida, consisting of 557,572 net rentable square feet of office space,
acquired subject to an air rights lease, and Miami Retail acquired a
leasehold estate of 18,344 net rentable square feet of retail space (the
"Retail Space") located on the ground floor in the same building as the
Office Tower (the Retail Space together with the Office Tower, the
"Property").
The purchase price paid for the property was $44,000,000, excluding
commissions, fees and other transaction costs. Additional acquisition costs
of $3,175,818 were incurred and capitalized. C.P. Tower, Ltd. and C.P.
Retail, Ltd. (the "Sellers"), two limited partnerships previously
controlled by CenTrust Savings Bank (a failed savings and loan association
under control of the Resolution Trust Corporation ("RTC") as receiver),
provided the Operating Partnerships with a nonrecourse loan in the amount
of $36,800,000 (the "Permanent Loan") (see Note 5) and the remaining
balance of $7,200,000 was provided by the general partners of the Operating
Partnerships.
The general partners of the Operating Partnerships are the Investor
Partnership, which holds an interest of approximately 87.6% in each of the
Operating Partnerships, and Winthrop Financial Associates, a Limited
Partnership ("WFA"), which holds approximately a direct 12.4% interest in
each of the Operating Partnerships. The Investor Partnership and WFA are
obligated to contribute, in the aggregate, $21,180,000 and $3,000,000,
respectively, to the Operating Partnerships. Through December 31, 1996 the
Investor Partnership and WFA had contributed $17,305,544 and $2,451,215,
respectively.
The general partner of the Investor Partnership is One International
Associates Limited Partnership, a Delaware limited partnership (the
"General Partner"). WFC Realty Co., Inc., a Massachusetts corporation, was
the initial limited partner of the Investor Partnership (the "Initial
Partner") and withdrew as a limited partner upon the first admission of
investor limited partners.
The Investor Partnership will terminate on December 31, 2041, or earlier
upon the occurrence of certain events specified in the Investor
Partnership Agreement. The Operating Partnerships will terminate on
December 31, 2040, or earlier upon the occurrence of certain events
specified in the Operating Partnership Agreements.
The Investor Partnership offered 270 units of limited partnership
interests at $100,000 per unit pursuant to a registration filed on Form
S-11 (the "Offering"). Limited partners were first admitted during July
1992, and all 270 units offered were sold as of December 31, 1992.
<PAGE>
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting - The accompanying consolidated financial statements
have been prepared using the accrual basis of accounting in accordance
with generally accepted accounting principles. The accompanying
consolidated balance sheets as of December 31, 1996 and 1995 reflected the
financial position of the Investor Partnership consolidated with the
Operating Partnerships. WFA's ownership interest in the Operating
Partnerships has been reflected as a minority interest in the accompanying
consolidated balance sheets, statements of operations and statements of
cash flows. All significant intercompany accounts and transactions have
been eliminated in consolidation.
Real Estate - The Operating Partnerships provide for depreciation of real
property using the straight-line method over a 35-year recovery period.
Tenant improvements are amortized over the terms of the lease.
Effective January 1, 1996, the Operating Partnerships were required to
adopt Statement of Financial Accounting Standards ("SFAS") No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of." Under SFAS No. 121, real estate assets under
development and real estate assets to be held and used are to be reviewed
for possible impairment whenever events or circumstances indicate that the
carrying amount of the asset may not be recoverable. If indications are
that the carrying amount of the asset may not be recoverable, SFAS No. 121
requires an estimate of future undiscounted cash flows expected to result
from the use of the asset and its eventual disposition. If these cash
flows are less than the carrying amount of the asset, an impairment loss
must be recognized for the amount by which the carrying value of the asset
exceeds the asset's estimated fair value. The Operating Partnerships
determined that an adjustment to the carrying amount of the property was
not necessary. The adoption of SFAS No. 121 had no effect on the Operating
Partnerships' 1996 financial position or results of operations. Prior to
1996, the Operating Partnerships recorded their real property at the lower
of cost or net realizable value.
Preparation of estimated expected future cash flows is inherently
subjective and is based on management's best estimate of current
conditions and assumptions about expected future conditions, including
future occupancy and average rates. It is reasonably possible that the
estimates of future expected cash flows or the fair value of the property
will be reduced significantly in the near term due to changes in economic
conditions or competitive pressures. As a result, the carrying amount of
the property may be reduced materially in the near term.
Cash Equivalents - For financial statement purposes, the Investor
Partnership considers investments with original maturities of three months
or less to be cash equivalents.
Deferred Costs - Financing costs and lease commissions are capitalized and
amortized using the straight-line method over the term of the related
agreements as discussed in Note 3.
Income Taxes - No provision has been made for federal, state or local
income taxes in the accompanying consolidated financial statements of the
Investor Partnership. Partners are required to report on their individual
income tax returns their allocable share of income, gains, losses,
deductions and credits of the Investor Partnership.
<PAGE>
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Allocation of Profits and Losses - In accordance with the Investor
Partnership Agreement, income, cash flow and expenses allocable to the
period prior to the Initial Escrow Release Date, the date on which the
investor limited partners were first admitted, were allocated 99% to the
General Partner and 1% to the Initial Limited Partner. After the Initial
Escrow Release Date in 1992, income, cash flow and expenses are allocated
10% to the General Partner and 90% to limited partners. Allocation to
limited partners was reduced proportionately by the ratio of unsold units
to the total units offered until all 270 limited partner units were sold.
Lease Revenue - The Operating Partnerships have determined that all leases
associated with the rental of space at the Property are operating leases.
Rental income is recognized using the straight-line method over the
related lease terms. The excess of rental income recognized over rental
payments required by the leases is reflected as deferred rents receivable
in the accompanying consolidated financial statements.
Disclosures About Fair Value of Financial Instruments - The accompanying
consolidated balance sheets contain certain trade receivables and payables
and the Permanent Loan, which are considered financial instruments within
the context of SFAS No. 107, "Disclosures About Fair Value of Financial
Instruments." Management believes that the carrying value of trade
receivables and payables approximates fair value at December 31, 1996 and
1995. Management believes that the fair value of the Permanent Loan could
be considered less than its carrying value; however, it is not practicable
to specifically estimate such value due to the absence of quoted market
prices for similar financial instruments.
Use of Estimates - The preparation of consolidated 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 revenues and expenses during the reporting periods. Actual
results could differ from those estimates.
3. DEFERRED COSTS
<TABLE>
The following is a summary of deferred costs at December 31:
Amortization
Period 1996 1995
<S> <C> <C> <C>
Organization costs 5 Years $ - $ 227,696
Financing costs 10 Years 44,226 44,226
Lease commissions Various 2,278,648 1,945,335
-----------------
2,322,874 2,217,257
Less accumulated amortization (956,573) (862,358)
-----------------
$ 1,366,301 $ 1,354,899
================
</TABLE>
<PAGE>
4. BUILDING AND IMPROVEMENTS
Building and improvements are stated at cost. At December 31, building and
improvements consisted of the following:
<TABLE>
Depreciation/
Amortization
Period 1996 1995
<S> <C> <C> <C>
Building 35 Years $ 45,766,45 $ 45,766,453
Improvements 35 Years 3,353,131 2,355,406
Construction in progress N/A - 669,491
Tenant improvements Various 9,454,391 8,102,923
58,573,975 56,894,273
Less accumulated depreciation (9,676,283) (7,340,356)
$ 48,897,69 $ 49,553,917
===================== =
</TABLE>
5. PERMANENT LOAN
The Operating Partnerships obtained a Permanent Loan in the amount of
$36,800,000 from the Sellers. On November 7, 1991, the Sellers assigned
all of their right, title and interest in the Permanent Loan to the RTC.
The Permanent Loan is secured by a mortgage on the Property, an assignment
of rents and leases with respect to the Property, a security interest in
certain personal property, and secured interests in all escrow accounts
required to be established by the Operating Partnerships.
The Permanent Loan matures on November 6, 2001, but the maturity date may
be accelerated if, among other things, the Operating Partnerships transfer
their interest in the Property or the Investor Partnership transfers its
interest in the Operating Partnerships, at which time all outstanding
principal and interest is due. The Permanent Loan may be prepaid in whole
or in part without penalty. The Operating Partnerships will receive
credits against principal of $1,500,000 and $1,000,000 if the Permanent
Loan is prepaid in full before November 7, 1997 and 1998, respectively.
The Permanent Loan agreement also contains certain provisions which are
relevant to the structure and operations of the Operating Partnerships.
During the term of the Permanent Loan, WFA and/or its affiliates are
required (a) to be an operating general partner; (b) to retain total
management and operational control of the Operating Partnerships and any
affiliate of the Operating Partnerships that is the manager of the
Property; and (c) to maintain a net worth of at least $10,000,000. If
these conditions are not satisfied, all amounts due under the Permanent
Loan may become currently due. Further, the Operating Partnerships are
generally required to comply with leasing guidelines approved by the RTC,
to develop annual operating budgets for the Property and to make
improvements, renovations or additions to the Property with the proceeds
of the Escrow Account (as defined below) within the parameters established
by the RTC.
<PAGE>
5. PERMANENT LOAN (CONTINUED)
The Permanent Loan is generally nonrecourse to the Operating Partnerships
and, therefore, the investors are not personally liable. The Operating
Partnerships are jointly and severally liable under the Permanent Loan. In
certain limited situations, the Sellers and the RTC may have recourse
against the Operating Partnerships (but not the investors). In the event
the Sellers or the RTC are entitled to recourse against the Operating
Partnerships' assets unrelated to the Property and other property pledges
to secure the Permanent Loan, WFA has unconditionally guaranteed to the
Sellers and the RTC the due performance and prompt payment of any claims
made by the Sellers and the RTC against the Operating Partnerships. WFA's
liability under this guaranty is limited, however, to $10,000,000.
Interest is payable quarterly on the principal amount of the Permanent
Loan at the rate of 8% per annum through November 6, 1996 and 10%
thereafter. During the first five years of the Permanent Loan, if net
operating income (as defined in the Permanent Loan agreement) is
insufficient to make any quarterly interest payment, the Operating
Partnerships will not be obligated to make such payment on the interest
due date, but instead will be permitted to defer such interest payment
until the maturity date (plus interest at the rate of 8% per annum through
November 6, 1996 and 10% thereafter) in the manner described below. All
unpaid interest due under the loan has been accrued as of December 31,
1996 and 1995. From and after November 7, 1996, the Operating Partnerships
will be required to make minimum annual debt service payments, regardless
of the available cash flow, equal to 7% of the original principal balance
of the Permanent Loan.
In accordance with generally accepted accounting principles, the Operating
Partnerships recognize interest expense using the interest method.
Accordingly, interest expense is accrued for consolidated financial
statement purposes using a level yield interest rate of 8.64%.
The Operating Partnerships are required to pay a certain portion of their
net operating income (as defined in the Permanent Loan agreement) as
interest under the Permanent Loan. The amounts of net operating income
required to be paid are determined as follows:
1 The Operating Partnerships must pay 10% of the first $1,100,000, in
the aggregate, of net operating income received by the Operating
Partnerships in connection with the Property;
1 Once the Operating Partnerships have received, in the aggregate,
$990,000 of net operating income from the Property, the Operating
Partnerships must then pay 35% of any additional net operating income
until the Operating Partnerships' cumulative net operating income not
required to be paid to satisfy their debt service obligations equals
$7,200,000 (the equity portion of the purchase price of the Property)
plus the amount by which the Escrow Account (see "Letter of Credit")
has been then drawn down from time to time, less retained operating
income;
1 Thereafter, the Operating Partnerships must pay 65% of the net
operating income received by the Operating Partnerships in connection
with the Property (until the earlier to occur of the payment in full
of all accrued and unpaid interest under the Permanent Loan or the
maturity date of the Permanent Loan).
<PAGE>
5. PERMANENT LOAN (CONTINUED)
In addition, the RTC may receive additional interest on the Permanent Loan
in the amount of: (a) 20% of the net operating income received by the
Operating Partnerships in connection with the Property (after all accrued
and unpaid interest due under the Permanent Loan is paid in full); (b)
upon the sale or transfer of interests in the Property, 20% of the greater
of (i) the net proceeds (after the Permanent Loan (plus interest) has been
repaid to the RTC and certain monies have been retained by the Operating
Partnerships) of any sales or transfers of any interests in the Operating
Partnerships or of the General Partner's interest in the Investor
Partnership and (ii) the appraised value of the Property (less the
principal amount of the Permanent Loan (plus interest) and certain monies
which are to be retained by the Operating Partnerships) and (c) upon the
maturity of the Permanent Loan, 20% of the appraised value of the Property
(less the principal amount of the Permanent Loan (plus interest) and
certain monies which are to be retained by the Operating Partnerships).
The obligations of the Operating Partnerships under the Permanent Loan are
subject to an overall limitation, however, in that payments of interest
(inclusive of the additional interest described in the preceding
paragraph) are not required to the extent that the charging of or the
receipt of any such payment by the RTC would be: (a) contrary to
provisions of law applicable to the RTC limiting the maximum rate of
interest which may be charged or collected by the RTC or (b) in excess of
18% per annum calculated on a cumulative basis to maturity.
In December 1995, the RTC notified WFA of a net worth deficiency under the
Permanent Loan due to WFA's net worth being less than the required minimum
of $10,000,000. Under the terms of the mortgage documents, this deficiency
could result in an event of default. This deficiency can be cured if an
independent appraisal of the Property indicates that the sum of the amount
by which the fair market value of the Property exceeds $44,000,000 plus
WFA's net worth is $10,000,000 or greater. In addition, this deficiency
can be cured if WFA deposits with the mortgage an amount equal to
$10,000,000 less the sum of WFA's net worth and the amount by which the
fair market value of the Property exceeds $44,000,000.
Through a series of transactions that occurred during 1995 and 1996, the
control of and equity in WFA was purchased by Apollo Real Estate
Investment Fund, L.P. and Apollo Real Estate Investment Fund II, L.P.
(collectively, "Apollo"). The purchase price which Apollo paid to acquire
WFA was well in excess of the carrying amount of the underlying assets
owned by WFA. In accordance with generally accepted accounting policies,
Apollo plans to push down the accounting basis of their investment in WFA
to the underlying assets and equity of WFA. Based on the purchase price
paid by Apollo, management feels that the net worth deficiency identified
above will be cured. The management of Apollo, however, is still in the
process of evaluating the fair value of the underlying assets of WFA for
the purpose of completing this revaluation. Accordingly, no conclusions
can yet be reached as to whether or not the net equity resulting from this
process will be sufficient to cure the deficiency. In the event the
revalued equity is insufficient and the deficiency results in an event of
default, the lender has the option, among other remedies, to accelerate
the maturity of the Permanent Loan and make all amounts under the loan
immediately due and payable.
In addition to the events described, on March 12, 1997, WFA, the Operating
Partnerships and the FDIC entered into an agreement (the "Loan Acquisition
Agreement") pursuant to which WFA agreed to acquire the Permanent Loan.
Under the proposed terms of the Loan Acquisition Agreement, WFA agreed to
purchase the Permanent Loan at a discount from the FDIC. In addition, WFA
made a deposit payment to the FDIC of $500,000. It is expected that the
acquisition of the Permanent Loan will occur, if at all, on or prior to
May 30, 1997. If this transaction is ultimately consummated, it is
expected that the current technical default under the Permanent Loan will
be excused.
<PAGE>
5. PERMANENT LOAN (CONTINUED)
Letter of Credit - As a condition to the Operating Partnerships purchasing
the Property, the Sellers required the Operating Partnerships to establish
an escrow account (the "Escrow Account") which had initially been secured
by an irrevocable letter of credit issued by a commercial bank and
guaranteed by WFA (the "Letter of Credit"). On October 13, 1992, the
commercial bank released WFA from its guarantee obligation and extended
the expiration date of the letter of credit to August 5, 1994. The
expiration date was subsequently extended through November 5, 1997. The
Escrow Account will be used to fund certain capital expenditures and
repairs to the Property and to fund certain other pre-approved
expenditures, tenant improvements and other leasing costs. During 1992,
the Investor Partnership and WFA pledged $10,511,166 and $1,488,834,
respectively, in cash collateral to the commercial bank to secure their
obligations under the Letter of Credit. After pre-approved expenditures of
$3,911,965 and $2,073,662 during 1996 and 1995, respectively, the
restricted cash collateral balances maintained by the Investor Partnership
and WFA, including interest income earned thereon, at December 31, 1996
were $1,446,680 and $204,912, respectively.
6. LEASES
Leasing Operations - The Property's operations consist primarily of
leasing office and retail space to various tenants under a variety of
terms, including escalation provisions, renewal options, and obligations
of the tenants to reimburse operating expenses and pay additional rents.
The aggregate future minimum lease payments receivable under existing
leases at December 31, 1996 are as follows:
<TABLE>
<C> <C>
1997 $ 10,620,096
1998 10,011,084
1999 7,415,348
2000 7,334,105
2001 6,340,228
Thereafter 25,447,455
-----------------
$ 67,168,316
</TABLE>
Future minimum rentals do not include contingent rentals that may be
received on certain leases due to increases in operating costs.
As of December 31, 1996, two tenants accounted for approximately 63% and
10%, respectively, of the deferred rents receivable balance.
Three tenants accounted for, in the aggregate, approximately 41% of the
Operating Partnerships' rental income for the year ended December 31,
1996.
Retail Space and Air Rights Leases - The Operating Partnerships have
assumed the retail space and air rights leases with the City of Miami as
follows:
Retail Lease - Leased area includes 18,344 net rentable square feet of
retail space located in the ground floor of the building. The lease expires
on July 1, 2015 but provides for two renewal periods: the first for 30
years and the second for an additional 25 years. Rent is $17.50 per square
foot payable in monthly installments in advance and may be adjusted
annually by 70% of the change in Consumer Price Index. The annual rent
expense under the retail space lease for the years ended December 31, 1996
and 1995 was approximately $417,000 and $432,000, respectively. Pursuant to
the terms of the retail lease, Miami Retail is responsible for all taxes,
utilities and normal repairs and maintenance costs associated with the
retail space. Miami Retail is reimbursed by the City of Miami for common
area maintenance costs.
6. LEASES (CONTINUED)
Air Rights Lease - Leased area includes air rights above the city-owned
parking garage on top of which the Office Tower is situated. The lease
expires on July 1, 2015 but provides for two renewal periods: the first
for 30 years and the second for an additional 25 years. Pursuant to the
terms of the air rights lease, annual rent must be paid to the City of
Miami on a monthly basis in an amount which is calculated based on fixed
amounts adjusted annually based on the Consumer Price Index. The annual
rent expense for the years ended December 31, 1996 and 1995 under the air
rights lease was $363,712 and $354,845, respectively, with respect to the
Office Tower.
In addition, Miami Tower is required to use its best efforts to cause a
majority of the Office Tower to be used for purposes related directly or
indirectly to international banking, law, finance, insurance,
transportation, communications, government, technology, trade, tourism,
import and export business and other international business and activity
("Trade Purpose"). If Miami Tower is unsuccessful in satisfying this
requirement, the City of Miami has the right: (a) under certain
circumstances, to lease, on behalf of Miami Tower, portions of the Office
Tower for the Trade Purposes; and (b) to increase the rent payable by Miami
Tower with respect to the Office Tower.
The aggregate future minimum payments due under the existing retail space
and air rights leases, exclusive of Consumer Price Index increases, as of
December 31, 1996 are as follows:
<TABLE>
<S> <C> <C> <C>
1997 $ 799,000
1998 799,000
1999 799,000
2000 799,000
2001 799,000
Thereafter 11,186,000
----------------------
$ 15,181,000
</TABLE>
7. TRANSACTIONS WITH AFFILIATES
The General Partner and its affiliates received fees for various services
provided to the Operating Partnerships paid out of operations as follows:
In 1995, security services for the Property were provided by The Guardian
Force, a Massachusetts limited partnership and a former affiliate of the
General Partner. As of January 1996, WFA elected to discontinue its
building security operation and the business operations of The Guardian
Force were sold to a former employee of WFA. For the year ended December
31, 1995, security service fees paid to The Guardian Force totaled
$311,128.
Management and leasing fees are paid to an affiliate of the General
Partner and are based on 6% of cash receipts. Management and leasing fees
paid or payable to affiliates totaled $568,473 and $497,743 for the years
ended December 31, 1996 and 1995, respectively.
Legal fees paid or payable to affiliates totaled $6,270 and $25,622 for
the years ended December 31, 1996 and 1995, respectively.
The Operating Partnerships owed affiliates $55,968 and $66,281 at December
31, 1996 and 1995, respectively, as reimbursement for various costs
incurred in the normal course of operations.
<PAGE>
8. TAXABLE LOSS
<TABLE>
1996 1995
<S> <C> <C>
Net (loss) income for financial reporting purposes $ (2,953,622) $ 1,687,731
Minority interest (441,667) -
Plus (less):
Tax basis depreciation less than depreciation for
financial reporting purposes 821,412 758,896
Rent concessions, net of amortization -(1,932,051)
Revenues recognized for tax reporting purposes
but not for financial reporting purposes (1,876,187) 62,908
Amortization expense currently recognized for
tax purposes but not for reporting purposes (44,198) (84,466)
Bad debt expense and other revenue write-offs
recognized for financial reporting but not for
tax purposes - 447,058
Casualty gain recognized for financial reporting
purposes but not for tax purposes 208,601 (3,977,398)
Write off of accounts receivable for tax purposes previously
recognized for financial statements (1,286,930) -
Interest expense recognized for financial reporting
purposes in excess of interest expense for tax
purposes 870,458 583,974
Lower tier losses consolidated for reporting purposes 2,613,340 -
-------------------------------------
Consolidated loss for federal income tax
reporting purposes $ (2,088,793) $(2,453,348)
================== =============
</TABLE>
The Partners' capital account balances for federal income tax purposes
were $11,391,820 and $11,420,336 as of December 31, 1996 and 1995,
respectively.
9. GAIN FROM INSURANCE SETTLEMENT
On October 14, 1994, the Office Tower's fire suppression systems
malfunctioned, causing severe water damage. The damage was substantially
covered by insurance. During 1995, Miami Tower settled a claim relating to
the damage with its insurance carrier. The insurance carrier agreed to pay
Miami Tower approximately $8,942,000 of which $8,387,893 was received in
1995; $554,107 was received in 1996.
Per the terms of the Permanent Loan, the insurance proceeds were placed
into an escrow account under the control of the mortgage lender. The
balance of the escrow account at December 31, 1996 and 1995 was
approximately $2,600,000 and $3,100,000, respectively. The escrow balance
is included in other restricted cash and cash equivalents in the
accompanying consolidated financial statements.
The insurance carrier reimbursed Miami Tower for the replacement cost of
damaged property and the repair and maintenance costs associated with
restoring it to its condition prior to the damage. As a result, Miami
Tower was reimbursed for the replacement cost of several tenant
improvements initially constructed by CenTrust Savings Bank. Miami Tower's
basis in this property was less than its replacement costs, resulting in a
gain recognized in 1995 by Miami Tower in the amount of $4,540,765.
Miami Tower has substantially completed its repair and maintenance work
associated with the damage. The balance remaining in the escrow account at
December 31, 1996 is to be used to complete tenant improvements on the
newly renovated floors as the space is leased out.
<PAGE>
Item 8. Changes in and Disagreements on Accounting and
Financial Disclosure.
KPMG Peat Marwick LLP was previously the principal accountants of the
Registrant. On October 4, 1996, KPMG Peat Marwick LLP's appointment as principal
accountants was terminated and Deloitte & Touche LLP was engaged as its
principal accountants. The decision to change accountants was approved by the
Registrant's managing general partner's directors. The Registrant did not
consult Deloitte & Touche LLP regarding any matters or events set forth in Item
304(a)(2) of Regulation S-B prior to October 4, 1996.
In connection with the audits of the two fiscal years ended December
31, 1995, and the subsequent interim period through October 4, 1996, there were
no disagreements with KPMG Peat Marwick LLP on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedures, which disagreements if not resolved to their satisfaction would have
caused them to make reference in connection with their opinion to the subject
matter of the disagreement.
The audit reports of KPMG Peat Marwick LLP on the consolidated
financial statements of the Registrant as of and for the years ended December
31, 1995 and 1994, did not contain any adverse opinion or disclaimer of opinion,
nor were they qualified or modified as to uncertainty, audit scope, or
accounting principles, except KPMG Peat Marwick LLP auditors' report on the
consolidated financial statements of the Registrant as of and for the years
ended December 31, 1995 and 1994 contained a separate paragraph stating:
"The accompanying consolidated financial statements and financial
statement schedules have been prepared assuming the Partnership will
continue as a going concern. As discussed in Note 5 to the
consolidated financial statements, in December 1995, a general partner
of the Operating Partnerships received a notice from the mortgage
lender that a net worth deficiency existed as defined under the terms
of the mortgage agreement. If this net worth deficiency is not cured
and an event of default results, the mortgage lender has the option,
among other remedies, to demand immediate repayment of the Permanent
Loan and accrued interest payable. It is uncertain whether the general
partner can cure the net worth deficiency or repay all amounts due
under the Permanent Loan. This matter raises substantial doubt about
the Partnership's ability to continue as a going concern. Management's
plans regarding this matter are also described in Note 5. The
consolidated financial statements and financial statement schedules do
not include any adjustments that might result from the outcome of this
uncertainty."
<PAGE>
See "Item 6, Management's Discussion and Analysis or Plan of Operation" for
information relating to the current status of the alleged default under the
Permanent Loan.
<PAGE>
PART III
Item 9. Directors, Executive Officers, Promoters and Control
Persons; Compliance With Section 16(a) of the Exchange
Act.
Neither the Registrant nor its general partner, One International
Associates L.P. (the "General Partner"), have directors or officers. The general
partner and sole limited partner of the General Partner are One International,
Inc. and WFA, respectively. One International, Inc. manages and controls
substantially all of the General Partner's affairs and has general
responsibility and ultimate authority in all matters affecting its business. As
of March 1, 1997, the names of the directors and executive officers of One
International, Inc. and the position held by each of them, are as follows:
Has Served as
Position Held with the a Director or
Name One International Inc. Officer Since
Michael L. Ashner Chief Executive Officer 1-96
and Director
Richard J. McCready President and
Chief Operating Officer 7-95
Jeffrey Furber Executive Vice President 7-95
and Clerk
Edward Williams Chief Financial Officer 4-96
Vice President and
Treasurer
Peter Braverman Senior Vice President 1-96
Michael L. Ashner, age 45, 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.
Richard J. McCready, age 38, is the President and Chief Operating Officer
of WFA and its subsidiaries. Mr. McCready previously served as a Managing
Director, Vice President and Clerk of WFA and a Director, Vice President and
Clerk of the Managing General Partner and all other subsidiaries of WFA. Mr.
McCready joined the Winthrop organization in 1990.
Jeffrey Furber, age 37, has been the Executive Vice President of WFA and
the President of Winthrop Management since January 1996. Mr. Furber served as a
Managing Director of WFA from January 1991 to December 1995 and as a Vice
President from June 1984 until December 1990.
Edward V. Williams, age 56, 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 45, has been a Senior Vice President of WFA since
January 1996. From June 1995 until January 1996, Mr. 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.
<PAGE>
Each 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; Indian River
Citrus Investors Limited Partnership; Nantucket Island Associates Limited
Partnership; One Financial Place Limited Partnership; Presidential Associates I
Limited Partnership; Riverside Park Associates Limited Partnership; Sixty-Six
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
Apartment Investors Limited Partnership.
Except as indicated above, neither the Registrant nor the General
Partner 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 the General Partner or One International Inc.
Based solely upon a review of Forms 3 and 4 and amendments thereto
furnished to the Registrant under Rule 16a-3(e) during the Registrant's most
recent fiscal year and Forms 5 and amendments thereto furnished to the
Registrant with respect to its most recent fiscal year, the Registrant is not
aware of any director, officer or beneficial owner of more than ten percent of
the units of limited partnership interest in the Registrant that 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.
<PAGE>
Item 10. Executive Compensation.
Registrant is not required to and did not pay any compensation to the
officers or directors of the general partner of the General Partner. The general
partner of the General Partner does not presently pay any compensation to any of
its officers and 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 General Partner owns all the outstanding general partnership
interests in the Registrant. In addition, an unrelated third party, Norwest Bank
Minnesota, N.A., Norwest Corporation Pension Plan owns 31.5 Units which
comprises an approximate 10.5% limited partnership interest in the Registrant.
No other person or group is known by the Registrant to be the beneficial owner
of more than 5% of the outstanding partnership interests as of March 15, 1997.
(b) Security Ownership of Management.
None of the officers, directors or general partners of the General
Partner or its affiliates beneficially own any Units.
(c) Changes in Control.
There exists no arrangements known to the Registrant the operation of
which may at a subsequent date result in a change in control of the Registrant.
Item 12. Certain Relationships and Related Transactions.
The partners of the General Partner and the partners, directors and
officers of its affiliates receive no remuneration or other compensation from
the Registrant or the Operating Partnerships.
Under the terms of the Registrant's limited partnership agreement, the
General Partner and its affiliates are entitled to receive various fees,
commissions, cash distributions, allocations of taxable income and loss and
expense reimbursements from the Registrant. Further, Winthrop Management (an
affiliate of the General Partner) has entered into a management contract with
the Operating Partnerships to perform various services for the Operating
Partnership.
<PAGE>
The following table sets forth the amounts of fees, commissions and
cash distributions which the Registrant and the Operating Partnerships accrued
for the account of the General Partner, WFA and their affiliates for the years
ended December 31, 1996 and 1995:
<PAGE>
<TABLE>
Recipient Type of Compensation 1996 1995
- ---------
<S> <C> <C> <C>
Winthrop Management Property Management $568,473 $497,743
and Leasing Fees
The Guardian Force Security Fees $ - $311,128
WFA (or affiliates) Legal Fees $ 6,270 $ 25,622
</TABLE>
There is no indebtedness to the Registrant by the General Partner, or
its affiliates, or by any of their respective officers, directors or general
partners.
<PAGE>
PART IV
Item 13. Exhibits 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
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report on Form 10-KSB
to be signed on its behalf by the undersigned, thereunto duly authorized.
WINTHROP MIAMI ASSOCIATES LIMITED
PARTNERSHIP
By: One International Associates, L.P.,
its sole General Partner
By: One International, Inc.
its sole General Partner
By: /s/ Michael L. Ashner
Michael L. Ashner
Chief Executive Officer
Date: April 14, 1997
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
Registrant and in the capacities and on the dates indicated.
Signature/Name Title Date
/s/ Michael L. Ashner Chief Executive April 14, 1997
Michael L. Ashner Officer and Director
/s/ Edward V. Williams Chief Financial Officer April 14, 1997
Edward V. Williams
<PAGE>
Index to Exhibits
Exhibit
Number Document
(3)(4) Amended and Restated Limited Partnership Agreement of
Winthrop Miami Associates Limited Partnership
(incorporated by reference to Exhibit A to the
Prospectus)
(3)(4) Amended and Restated Limited Partnership Agreement of
Miami Tower Associates Limited Partnership (incorporated
by referenced to Exhibit B to the Prospectus)
(3)(4) Amended and Restated Limited Partnership Agreement of
Miami Retail Associates Limited Partnership (incorporated
by reference to Exhibit C to the Prospectus)
(3)(4) Amendment to Amended and Restated Partnership Agreement
of Winthrop Miami Associates Limited Partnership dated August
23, 1995 (incorporated by reference to Registrant's Current
Report on Form 8-K filed September
5, 1995)
(4)(a) Note dated November 7, 1991 made by Miami Retail
Associates Limited Partnership and Miami Tower Associates
Limited Partnership, collectively as maker, for the
benefit of C.P. Tower, Ltd. and C.P. Retail, Ltd.,
collectively as payee (incorporated by reference to the
Registrant's Annual Report on Form 10-K for the year
ended December 31, 1992 and filed on March 31, 1993
(Commission File No. 33-45291))
(4)(b) Mortgage dated November 7, 1991 made by Miami Tower
Associates Limited Partnership and Miami Retail
Associates Limited Partnership, collectively as
mortgagor, to C.P. Tower, Ltd. and C.P. Retail, Ltd.,
collectively as mortgagee (incorporated by reference to
the Registrant's Annual Report on Form 10-K for the year
ended December 31, 1992 and filed on March 31, 1993)
(4)(c) Escrow Agreement dated November 7, 1991 among Miami Tower
Associates Limited Partnership, Miami Retail Associates
Limited Partnership, C.P. Tower, Ltd., C.P. Retail, Ltd.
and Bankers Trust Company (incorporated by reference to
the Partnership's Annual Report on Form 10-K for the year
ended December 31, 1992 and filed on March 31, 1993)
<PAGE>
(8) Tax Opinion of Morgan, Lewis and Bockius (incorporated by
reference to Exhibit D to the Prospectus)
(10)(a) Commercial Management Agreement dated November 7, 1991
between Miami Tower Associates Limited Partnership and
Miami Retail Associates Limited Partnership, collectively
as owner and Winthrop Management, as manager
(incorporated by reference to the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1992
and filed on March 31, 1993)
10(b) Lease Agreement dated July 30, 1985 between the City of
Miami and CenTrust Realty and Construction Company
covering the Retail Space (incorporated by reference to
the Registrant's Annual Report on Form 10-K for the year
ended December 31, 1992 and filed on March 31, 1993)
10(c) Lease Agreement dated July 1, 1980 between the City of
Miami, Florida and Dade Savings and Loan Association
covering the air space in which the Office Tower is
located (incorporated by reference to the Registrant's
Annual Report on Form 10-K for the year ended December
31, 1992 and filed on March 31, 1993)
16. Letter dated October 10, 1996 from KPMG Peat Marwick
LLP. (incorporated by reference to the Registrant's
Current Report on Form 8-K dated October 4, 1996)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial
information extracted from audited financial
statements for the one year period ending
December 31, 1996 and is qualified in its
entirety by reference to such
financial statements.
</LEGEND>
<CIK> 0000883424
<NAME> WINTHROP MIAMI ASSOCIATES L. P.
<MULTIPLIER> 1
<CURRENCY> U.S. Dollars
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<EXCHANGE-RATE> 1
<CASH> 8,423,150
<SECURITIES> 0
<RECEIVABLES> 4,053,680
<ALLOWANCES> (26,627)
<INVENTORY> 0
<CURRENT-ASSETS> 13,629,848
<PP&E> 58,573,975
<DEPRECIATION> (9,676,283)
<TOTAL-ASSETS> 67,713,969
<CURRENT-LIABILITIES> 1,304,924
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 12,086,292
<TOTAL-LIABILITY-AND-EQUITY> 67,713,969
<SALES> 10,174,480
<TOTAL-REVENUES> 10,719,899
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 9,222,102
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,451,419
<INCOME-PRETAX> (2,953,622)
<INCOME-TAX> 0
<INCOME-CONTINUING> (2,953,622)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,953,622)
<EPS-PRIMARY> (9,845.41)
<EPS-DILUTED> (9,845.41)
</TABLE>
