Securities and Exchange Commission
Washington, D.C. 20549
FORM 15
Certification and Notice of Termination of Registration under
Section 12(g) of the Securities Exchange Act of 1934 or Suspension of
Duty to File Reports Under Sections 13 and 15(d) of the Securities
Exchange Act of 1934.
Commission File Number 33-45291
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Winthrop Miami Associates Limited Partnership
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(Exact name of registrant as specified in its charter)
5 Cambridge Center, Cambridge, Massachusetts 02142
(617) 234-3000
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(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
Limited Partnership Units
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(Title of each class of securities covered by this Form)
None
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(Titles of all other classes of securities for which a duty to file
reports under section 13(a) or 15(d) remains)
Please place an X in the box(es) to designate the appropriate rule
provision(s) relied upon to terminate or suspend the duty to file
reports:
Rule 12g-4(a)(1)(i) [x] Rule 12h-3(b)(1)(ii) [ ] Rule 12g-4(a)(1)(ii)
[ ] Rule 12-h-3(b)(2)(i) [ ] Rule 12g-4(a)(2)(i) [ ] Rule
12h-3(b)(2)(ii) [ ] Rule 12g-4(a)(2)(ii) [ ] Rule 15d-6 [ ] Rule
12h-3(b)(1)(i) [ ]
Approximate number of holders of record as of the certification or notice
date: None
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Pursuant to the requirements of the Securities Exchange Act of
1934 Winthrop Miami Associates Limited Partnership has caused this
certification/notice to be signed on its behalf by the
undersigned duly authorized person.
DATE: May 5, 1999 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
Instruction: This form is required by Rules 12g-4, 12h-3 and 15d-6
of the General Rules and Regulation under the Securities Exchange Act
of 1934. The registrant shall file with the Commission three copies of
Form 15, one of which shall be manually signed. It may be signed by an
officer of the registrant, by counsel or by any other duly authorized
person. The name and title of the person signing the form shall be typed
or printed under the signature.
