FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2000
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to ___________
Commission file number 0-2670
60 EAST 42ND ST. ASSOCIATES
(Exact name of registrant as specified in its charter)
A New York Partnership 13-6077181
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
60 East 42nd Street, New York, New York 10165
(Address of principal executive offices)
(Zip Code)
(212) 687-8700
(Registrant's telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last
report)
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 [ ].
An Exhibit Index is located on Page 16 of this Report. Number of pages
(including exhibits) in this filing: 16
PART I. FINANCIAL INFORMATION
60 East 42nd St. Associates
Condensed Statements of Income
(Unaudited)
For the Three Months For the Nine Months
Ended September 30, Ended September 30,
2000 1999 2000 1999
Income:
Basic rent, from a
related party (Note B) $ 297,571 $ 271,961 $ 867,491 $ 815,881
Advance of additional
rent from a related
party (Note B) 263,450 263,450 790,350 790,350
Further additional rent
from a related party
(Note B) 6,173,375 3,091,366 6,173,375 3,091,366
Interest income 1,019 -0- 1,072 -0-
---------- ---------- ---------- ----------
Total income $6,735,415 $3,626,777 $7,832,288 $4,697,597
---------- ---------- ---------- ----------
Expenses:
Interest on mortgages
(Note B) $ 292,414 $ 265,961 $ 850,562 $ 797,881
Supervisory services,
to a related party
(Note C) 625,182 316,982 640,872 332,672
Amortization of mortgage
refinancing costs 57,139 6,194 133,039 18,582
Professional fees,including
$ 70,054 to a related
party (Note D) -0- -0- 86,721 -0-
---------- ---------- ---------- ----------
Total expenses $ 974,735 $589,137 $1,711,194 $1,149,135
---------- ---------- ---------- ----------
Net Income for period $5,760,680 $3,037,640 $6,121,094 $3,548,462
========== ========== ========== ==========
Earnings per $10,000
participation unit,
based on 700
participation units
outstanding during
the year $ 8,229.54 $ 4,339.49 $ 8,744.42 $ 5,069.23
========== ========== ========== ==========
Distributions per $10,000
participation unit consisted
of the following:
Income $ 373.72 $ 373.72 $ 1,121.16 $ 1,121.16
---------- ---------- ---------- ----------
Total distributions $ 373.72 $ 373.72 $ 1,121.16 $ 1,121.16
========== ========== ========== ==========
At September 30, 2000 and 1999, there were $7,000,000 of participation units
outstanding.
60 East 42nd St. Associates
Condensed Balance Sheets
(Unaudited)
Assets September 30, 2000 December 31, 1999
Current assets:
Cash $ 6,017,018 $ 87,879
Further additional rent due
from lessee, a related party (Note B) 6,173,375 -0-
Basic rent due from lessee, a
related party (Note B) 4,628 -0-
----------- -----------
Total current assets 12,195,021 87,879
----------- -----------
Real estate
Land 7,240,000 7,240,000
----------- -----------
Buildings and building improvements 18,534,135 18,534,135
Less, allowance for depreciation 18,534,135 18,534,135
----------- -----------
-0- -0-
----------- -----------
Building improvements, construction
in progress 2,604,479 1,062,568
---------- -----------
Second mortgage costs 946,574 -0-
Less, allowance for amortization 114,457 -0-
----------- -----------
832,117 -0-
----------- -----------
Mortgage refinancing costs 249,522 249,522
Less, allowance for amortization 148,367 129,785
----------- -----------
101,155 119,737
----------- -----------
Total assets $22,972,772 $ 8,510,184
=========== ===========
Liabilities and Capital (Deficit) :
Current Liabilities:
Accrued supervisory fees, to a
related party $ 617,337 $ -0-
Due to lessee, a related party (Note B) 2,604,479 1,062,568
Accrued interest payable 12,314 -0-
Accrued expenses -0- 45,253
----------- -----------
Total current liabilities 3,234,130 1,107,821
----------- -----------
Long-term debt 19,020,814 12,020,814
----------- -----------
Total liabilities 22,254,944 13,128,635
----------- -----------
60 East 42nd St. Associates
Condensed Balance Sheets
(continued)
(Unaudited)
September 30, 2000 December 31, 1999
Capital (deficit):
Capital (deficit), January 1, $(4,618,451) $ (4,548,422)
Add, Net income:
January 1, 2000 through
September 30, 2000 6,121,094 -0-
January 1, 1999 through December 31, 1999 -0- 3,758,620
----------- -----------
1,502,643 (789,802)
----------- -----------
Less Distributions:
Monthly distributions,
January 1, 2000 through
September 30, 2000 784,815 -0-
January 1, 1999 through December 31, 1999 -0- 1,046,420
Distribution on November 30, 1999 of
Additional Rent for the lease year
ended September 30, 1999 -0- 2,782,229
----------- -----------
Total distributions 784,815 3,828,649
----------- -----------
Capital (deficit):
September 30, 2000 717,828 -0-
December 31, 1999 -0- (4,618,451)
------------ -----------
Total liabilities and capital (deficit):
September 30, 2000 $22,972,772
December 31, 1999 =========== $8,510,184
===========
60 East 42nd St. Associates
Statements of Cash Flows
(Unaudited)
January 1, 2000 January 1, 1999
through through
September 30, 2000 September 30, 1999
Cash flows from operating activities:
Net income $ 6,121,094 $ 3,548,462
Adjustments to reconcile net income
to net cash provided by operating
activities:
Amortization of mortgage
refinancing costs 133,039 18,582
Change in additional rent due
from lessee (6,173,375) (3,091,366)
Basic rent due from lessee (4,628) -0-
Accrued supervisory fees 617,337 309,137
Accrued expenses (45,253) -0-
Accrued interest payable 12,314 -0-
----------- ----------
Net cash provided by operating
activities 660,528 784,815
----------- ----------
Cash flows from financing activities:
Increase in second mortgage costs (946,574) -0-
Proceeds from second mortgage 7,000,000 -0-
Cash distributions (784,815) (784,815)
----------- ----------
Net cash provided by (used in)
financing activities 5,268,611 (784,815)
----------- ----------
Net increase in cash 5,929,139 -0-
Cash, beginning of period 87,879 87,879
----------- ----------
Cash, end of period $ 6,017,018 $ 87,879
=========== ==========
January 1, 2000 January 1, 1999
through through
September 30, 2000 September 30, 1999
Cash paid for:
Interest $ 838,248 $ 797,881
=========== ==========
60 East 42nd St. Associates
Statements of Cash Flows
(continued)
(Unaudited)
January 1, 2000 January 1, 1999
through through
September 30, 2000 September 30, 1999
Supplemental disclosure of
noncash investing and financing
activities
Short-term debt to lessee
incurred for purchase of
building improvements,
construction in progress $1,541,911 $ -0-
========== =========
Notes to Condensed Financial Statements (Unaudited)
Note A - Basis of Presentation
In the opinion of management, the accompanying unaudited condensed
financial statements reflect all adjustments, consisting of normal recurring
accruals, necessary to present fairly the financial position of Registrant as of
September 30, 2000, its results of operations for the nine and three months
ended September 30, 2000 and 1999, its cash flows for the nine months ended
September 30, 2000 and 1999 and its changes in Partners' capital for the nine
months ended September 30, 2000. Information included in the condensed balance
sheet as of December 31, 1999 has been derived from the audited balance sheet
included in Registrant's Form 10-K for the year ended December 31, 1999
(the "10-K") previously filed with the Securities and Exchange Commission
(the "SEC"). Pursuant to rules and regulations of the SEC, certain information
and disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
from these financial statements unless significant changes have taken place
since the end of the most recent fiscal year. Accordingly, these unaudited
condensed financial statements should be read in conjunction with the financial
statements, notes to financial statements and the other information in the 10-K.
The results of operations for the nine months ended September 30, 2000 are not
necessarily indicative of the results to be expected for the full year.
Note B - Interim Period Reporting
Registrant is a partnership which was organized on September 25, 1958.
On October 1, 1958, Registrant acquired fee title to the Lincoln Building (the
"Building") and the land thereunder, located at 60 East 42nd Street, New York,
New York (the "Property"). Registrant's partners are Peter L. Malkin,
Anthony E. Malkin, Scott D. Malkin, Thomas N. Keltner, Jr., Richard A. Shapiro,
Jack Feirman and Mark Labell, respectively (individually, a "Partner" and,
collectively, the "Partners"), each of whom also acts as an agent for holders of
participations in the Registrant (individually, a "Participant" and,
collectively, "Participants").
Registrant leases the Property to Lincoln Building Associates ("Lessee")
under a long-term net operating lease (the "Lease"), the current term of which
expires on September 30, 2008. (There is one additional 25-year term which, if
exercised, will extend the Lease until September 30, 2033.) Lessee is a
partnership whose partners consist of, among others, trusts for the benefit of
members of Peter L. Malkin's family. Five of the seven Partners in Registrant
are current members of Wien & Malkin LLP, 60 East 42nd Street, New York, New
York, which provides supervisory and other services to Registrant and Lessee
("Supervisor"). See Note C of this Item 1 ("Note C").
In 1999, the participants of Associates and the partners in Lessee
consented to a building improvement program (the "Program") estimated to cost
approximately $28,000,000 and expected to take two to three years to complete.
To induce the Lessee to approve the Program, Associates agreed to grant to the
Lessee, upon completion of the Program, an extension of the lease for an
additional 50 years to 2083.
The Lease, as modified March 1, 2000, provides that Lessee is required to
pay Registrant:
(i) annual basic rent (the "Basic Rent") equal to the sum of $24,000
for supervisory services payable to Supervisor plus the constant installment
payments of interest and amortization (excluding any balloon principal due at
maturity) payable during such year under all mortgages to which the Lease is
subordinate, provided that the agggregate principal balance of all mortgages now
or hereafter placed on the Property does not exceed $40,000,000 plus refinancing
costs.
(ii) (A) additional rent (the "Additional Rent") equal to the lesser of
(x) Lessee's net operating income for the lease year or (y) $1,053,800 and (B)
further additional rent ("Further Additional Rent") equal to 50% of any
remaining balance of Lessee's net operating income for such lease year.
(Lessee has no obligation to make any payment of Additional Rent or Further
Additional Rent until after Lessee has recouped any cumulative operating loss
accruing from and after September 30, 1977. There is currently no accumulated
operating loss against which to offset payment of Additional Rent or Further
Additional Rent.)
(iii) An advance against Additional Rent equal to the lesser of (x)
Lessee's net operating income for the preceding lease year or (y) $1,053,800,
which, in the latter amount, will permit basic distributions to Participants
at an annual rate of approximately 14.95% per annum on their remaining cash
investment in Registrant; provided, however, if such advances exceed Lessee's
net operating income for any Lease year, advances otherwise required during the
subsequent lease year shall be reduced by an amount equal to such excess until
Lessee shall have recovered, through retention of net operating income, the full
amount of such excess. After the participants have received distributions equal
to a return of 14% per annum, $7,380 is paid to Supervisor from the advances
against Additional Rent.
Further Additional Rent income is recognized when earned from the
Lessee, at the close of the lease year ending September 30. Such income is not
determinable until the Lessee, pursuant to the Lease, renders to Registrant a
report on the operation of the Property. Further Additional Rent for the lease
year ended September 30, 2000 was $6,173,375. After the payment of $617,337 to
Supervisor as an additional payment for supervisory services, the balance of
$5,556,038 will be distributed to the Participants on November 30, 2000.
A refinancing of the existing first mortgage loan on the Property in the
original principal amount of $12,020,814 was closed on October 6, 1994 (the
"Mortgage"). Annual Mortgage charges are $1,063,842, payable in equal monthly
installments of $88,654, representing interest only at the rate of 8.85% per
annum. The Mortgage will mature on October 31, 2004 and is prepayable in
whole after October 6, 1995 with a penalty providing interest protection to the
mortgagee. The Mortgage is prepayable in whole without penalty during the
90-day period prior to its maturity date.
The refinancing costs were capitalized by Registrant and are being
expensed ratably during the period of the mortgage extension from October 6,
1994 to October 31, 2004.
If the Mortgage is modified, upon the first refinancing which would
result in an increase in the amount of the outstanding principal balance of the
mortgage, the Basic Rent shall be equal to the Wien & Malkin LLP annual
supervisory fee of $24,000 plus an amount equal to the product of the new debt
service percentage rate under the refinanced mortgage multiplied by the
principal balance of the mortgage immediately prior to such refinancing.
If there are subsequent refinancings which result in an increase in the amount
of the outstanding principal balance of the mortgage, the principal balance
referred to above shall be reduced by the amount of the mortgage amortization
payable from Basic Rent subsequent to the first refinancing.
A second mortgage loan with Emigrant Savings Bank in the amount of
$27,979,186 was approved and advances of $7,000,000 have been taken as of
September 27, 2000. Monthly payments of interest only at the rate of 8.21% per
annum apply to the advances made through September 30, 2000. Amounts advanced
from October 1, 2000 through September 30, 2002 and amounts in excess of
$7,000,000 are at interest only at the 30 day LIBOR rate. Amounts advanced
after October 1, 2002 require interest only payments at 1.65 points in excess of
the yield on U.S. Treasury Securities. Maturity is October 31, 2004.
During the prepayment period, Borrower has the option to prepay the second
mortgage note in whole only, on the first day of any month upon (i) prior
written notice given by prepaid registered or certified mail at least sixty (60)
days prior to the date fixed for prepayment and (ii) the payment of the
prepayment premium plus accrued interest. There shall be no prepayment premium
after October 1, 2004 to and including the Maturity Date.
Note C - Supervisory Services
Registrant pays Supervisor for special services at hourly rates and for
supervisory services and disbursements. The supervisory fees are $24,000 per
annum (the "Basic Payment"): plus an additional payment of 10% of all
distributions to Participants in Registrant in any year in excess of the amount
representing a return at the rate of 14% per annum on their remaining cash
investment (the "Additional Payment"). At September 30, 2000, such remaining
cash investment was $7,000,000 representing the original cash investment of
Participants in Registrant.
No remuneration was paid during the nine month period ended September
30, 2000 by Registrant to any of the Partners as such. Pursuant to the fee
arrangements described herein, Registrant paid Supervisor $18,000 of the Basic
Payment and $5,535 on account of the Additional Payment, for supervisory
services for the nine month period ended September 30, 2000.
The supervisory services provided to Registrant by Supervisor include
real estate supervisory, legal, administrative and financial services. The
services include, but are not limited to providing or coordinating with counsel
to Registrant, maintaining all of its partnership and Participant records,
performing physical inspections of the Building, reviewing insurance coverage
and conducting annual partnership meetings. Financial services include monthly
receipt of rent from Net Lessee, payment of monthly and additional distributions
to the Participants, payment of all other disbursements, confirmation of the
payment of real estate taxes, and active review of financial statements
submitted to Registrant by Net Lessee and financial statements audited by and
tax information prepared by Registrant's independent certified public
accountant, and distribution of such materials to the Participants. Supervisor
also prepares quarterly, annual and other periodic filings with the Securities
and Exchange Commission and applicable state authorities.
Reference is made to Note B of Item 1 ("Note B") for a description of
the terms of the Lease between Registrant and Lessee. As of September 30, 2000,
Peter L. Malkin owned a partnership interest in Lessee.
The respective interests, if any, of the Partners in Registrant and Lessee arise
solely from ownership of their respective participations in Registrant and, in
the case of Peter L. Malkin,
his individual ownership of a partnership interest in Lessee. The Partners
receive no extra or special benefit not shared on a pro rata basis with all
other Participants in Registrant or partners in Lessee. However, each of the
five Partners who is currently a member of Supervisor (which supervises
Registrant and Lessee), by reason of their respective partnership interests in
Supervisor, is entitled to receive his share of any supervisory, service, legal
or other remuneration paid to Supervisor for services rendered to Registrant and
Lessee.
As of September 30, 2000, the Partners owned of record and beneficially
an aggregate $61,667 of participations in Registrant, representing 8.8% of the
currently outstanding participations therein.
In addition, as of September 30, 2000, certain of the Partners in
Registrant (or their respective spouses) held additional Participations in
Registrant as follows:
Anthony E. Malkin owned of record as co-trustee an aggregate of $5,000
of Participations. Mr. Anthony E. Malkin disclaims any beneficial
ownership of such Participations.
Peter L. Malkin owned of record as trustee or co-trustee, an aggregate
of $55,714 of Participations. Mr. Malkin disclaims any beneficial
ownership of such Participations.
Entities for the benefit of members of Peter L. Malkin's family owned of
record and beneficially $107,500 of Participations. Mr. Malkin
disclaims any beneficial ownership of such Participations, except that
related Trusts are required to complete scheduled payments to Mr.
Malkin.
Richard A. Shapiro owned of record as custodian, but not beneficially, a
$5,000 Participation. Mr. Shapiro disclaims any beneficial ownership of
such Participation.
In accordance with the provisions of the respective participating
agreements, Mark Labell, in his capacity as agent, purchased from
non-consenting Participants $5,000 of participations for the benefit of
consenting Participants, all on the terms described in the Agents Consent
Solicitations dated June 30, 1999. Each such purchase may be revised at the
discretion of the Agents upon receipt of the consent from the applicable
non-consenting Participant.
Note D Professional Fees
During the nine months ended September 30, 2000, professional fees
totaling $70,054 were paid to the firm of Wien & Malkin LLP, a related party.
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.
As stated in Note B, Registrant was organized solely for the purpose of
acquiring the Property subject to a net operating lease held by Lessee.
Registrant is required to pay, from Basic Rent under the Lease, mortgage charges
and amounts for supervisory services. Registrant is required to pay from
Additional Rent and Further Additional Rent additional amounts for supervisory
services and then to distribute the balance of such Additional Rent and Further
Additional Rent to the Participants. Under the Lease, Lessee has assumed sole
responsibility for the condition, operation, repair, maintenance and management
of the Property. Registrant is not required to maintain substantial reserves or
otherwise maintain liquid assets to defray any operating expenses of the
Property.
Registrant does not pay dividends. During the nine month period ended
September 30, 2000, Registrant made regular monthly distributions of $124.57
for each $10,000 participation ($1,494.89 per annum for each $10,000
participation). There are no restrictions on Registrant's present or future
ability to make distributions; however, the amount of such distributions
particularly distributions of Additional Rent and Further Additional Rent,
depends solely on the ability of Lessee to make payments of Basic Rent,
Additional Rent and Further Additional Rent to Registrant. Registrant expects
to make distributions so long as it receives the payments provided for under
the Lease.
On November 30, 2000, Registrant will make an additional distribution of
$7937.20 for each $10,000 participation. Such distribution represents Further
Additional Rent paid by the Lessee in accordance with the terms of the Lease
after the Additional Payment to Supervisor. See Notes B and C.
Registrant's results of operations are affected primarily by the amount
of rent payable to it under the Lease. The amount of Overage Rent payable to
Registrant is affected by the the New York City economy and real estate market.
It is difficult for management to forecast the New York City real estate market.
The following summarizes, with respect to the current period and the
corresponding period of the previous year, the material factors regarding
Registrant's results of operations for such periods:
Total income increased for the three and nine month periods
ended September 30, 2000, as compared with the three and nine
month periods ended September 30, 1999. Such increase was the
result of an increase in Further Additional Rent payable by the
Lessee for the lease year ended September 30, 2000 and an
increase in Basic rent. See Note B.
Total expenses increased for the three and nine month periods
ended September 30, 2000, as compared with the three and nine
month periods ended September 30, 1999. Such increase was
attributable to an increase in the Additional Payment to
Supervisor based on Further Additional Rent for the lease year
ended September 30, 2000, an increase in interest on the
mortgages and amortization of the mortgage refinancing costs.
See Note B.
Liquidity and Capital Resources
There has been no significant change in Registrant's liquidity for the
nine month period ended September 30, 2000, as compared with the nine month
period ended September 30, 1999.
No amortization payments are due under the first and second mortgages to
fully satisfy the outstanding principal balance at maturity, and furthermore
Registrant does not maintain any reserve to cover the payment of such mortgage
indebtedness at maturity. Therefore, repayment of the mortgages will depend on
Registrant's ability to arrange a refinancing. Assuming that the Property
continues to generate an annual net profit in future years comparable to that in
past years, and assuming further that current real estate trends continue in the
geographic area in which the Property is located, Registrant anticipates that
the value of the Property would be in excess of the amount of the mortgage
balance at maturity.
Registrant anticipates that funds for working capital for the Property
will be provided by rental payments received from Lessee and, to the extent
necessary, from additional capital investment by the partners in Lessee and/or
external financing. However, as noted above, Registrant has no requirement to
maintain substantial reserves to defray any operating expenses of the Property.
Registrant foresees no need to make material commitments for capital
expenditures while the Lease is in effect.
Inflation
Registrant has been advised that there has been no material change in
the impact of inflation on its operations since the filing of its report on
Form 10-K for the year ended December 31, 1999, which report and all exhibits
thereto are incorporated herein by reference and made a part hereof.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
The property of Registrant is the subject of the following material
pending litigation:
Wien & Malkin LLP, et. al. v. Helmsley-Spear, Inc., et. al. On June 19,
1997 Wien & Malkin LLP and Peter L. Malkin filed an action in the Supreme Court
of the State of New York, against Helmsley-Spear, Inc. and Leona Helmsley
concerning various partnerships which own, lease or operate buildings managed by
Helmsley-Spear, Inc., including Registrant's property. In their complaint,
plaintiffs sought the removal of Helmsley-Spear, Inc. as managing and leasing
agent for all of the buildings. Plaintiffs also sought an order precluding
Leona Helmsley from exercising any partner management powers in the
partnerships. In August, 1997, the Supreme Court directed that the foregoing
claims proceed to arbitration. As a result, Mr. Malkin and Wien & Malkin LLP
filed an arbitration complaint against Helmsley-Spear, Inc. and Mrs. Helmsley
before the American Arbitration Association. Helmsley-Spear, Inc. and
Mrs. Helmsley served answers denying liability and asserting various
affirmative defenses and counterclaims; and Mr. Malkin and Wien & Malkin LLP
filed a reply denying the counterclaims. By agreement dated December 16,
1997, Mr. Malkin and Wien & Malkin LLP (each for their own account and not in
any representative capacity) reached a settlement with Mrs. Helmsley of the
claims and counterclaims in the arbitration and litigation between them.
Mr. Malkin and Wien & Malkin LLP are continuing their prosecution of claims in
the arbitration for relief against Helmsley-Spear, Inc., including its
termination as the leasing and managing agent for various entities and
properties, including the Registrant's Lessee.
Item 6. Exhibits and Reports on Form 8-K.
(a) The exhibits hereto are being incorporated by reference.
(b) Registrant has not filed any report on Form 8-K during the quarter
for which this report is being filed.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
The individual signing this report on behalf of Registrant is Attorney-
in-Fact for Registrant and each of the Partners in Registrant, pursuant to
Powers of Attorney, dated March 18, 1998, March 20, 1998 and May 14, 1998
(collectively, the "Power").
60 EAST 42ND ST. ASSOCIATES
(Registrant)
By: /s/ Stanley Katzman
Stanley Katzman, Attorney-in-Fact*
Date: November 20, 2000
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed by the undersigned as Attorney-in-Fact for each of
the Partners in Registrant, pursuant to the Power, on behalf of Registrant on
the date indicated.
By: /s/ Stanley Katzman
Stanley Katzman, Attorney-in-Fact*
Date: November 20, 2000
__________________________
* Mr. Katzman supervises accounting functions for Registrant.
EXHIBIT INDEX
Number Document Page*
3(a) Partnership Agreement, dated September 25,
1958, which was filed by letter dated
March 31, 1981 (Commission File No.
0-2670) as Exhibit No. 3 to Registrant's
Form 10-K for the fiscal year ended
December 31, 1980, and is incorporated by
reference as an exhibit hereto.
3(b) Amended Business Certificate of Registrant
filed with the Clerk of New York County on
November 28, 1997, reflecting a change in
the Partners of Registrant, was filed as
Exhibit 3(b) to Registrant's 10-Q for the
quarter ended March 31, 1998, and is
incorporated by reference as an exhibit
hereto.
24 Powers of Attorney dated
March 18, 1998, March 20, 1998 and May 14,
1998 between the Partners of Registrant
and Stanley Katzman and Richard A. Shapiro
which were filed as Exhibit 24 to
Registrant's 10-Q for the quarter ended
March 31, 1998 and is incorporated by
reference as an exhibit hereto.
__________________________
* Page references are based on sequential numbering system.
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