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, 2002
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 0-768
GARMENT CAPITOL ASSOCIATES
(Exact name of registrant as specified in its charter)
A New York Partnership 13-6083208
(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: 18
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
Garment Capitol Associates
Condensed Statements of Income
(Unaudited)
For the Three Months For the Nine Months
Ended September 30, Ended September 30,
2002 2001 2002 2001
Income:
Dividend income $ 686 $ 1,490 $ 2,145 $ 5,594
--------- ---------- ---------- ----------
Total income $ 686 $ 1,490 $ 2,145 $ 5,594
--------- ---------- ---------- ----------
Expenses:
Fees (Note D) 686 1,490 2,145 5,594
--------- ---------- ---------- ----------
Total expenses $ 686 $ 1,490 $ 2,145 $ 5,594
--------- --------- ---------- ----------
Net income (loss) $ -0- $ -0- $ -0- $ -0-
========= ========== ========== ==========
Earnings per $5,000
participation unit, based
on 1,050 participation
units outstanding
during the period $ -0- $ -0- $ -0- $ -0-
========= ========== ========== ==========
Distributions per $5,000
participation unit
consisted of the
following:
Income $ -0- $ -0- $ -0- $ -0-
========= ========== ========== ==========
As of September 30, 2002, the investment of the Participants had been
repaid in full but the Participants continue to hold pro rata interests in
Registrant based on the original participating interests.
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Garment Capitol Associates
Condensed Balance Sheets
(Unaudited)
Assets September 30, 2002 December 31,2001
Escrow Account held by
Wien & Malkin LLP $ 166,396 $ 165,618
---------- -----------
Total assets $ 166,396 $ 165,618
========== ===========
Liabilities
Accrued legal costs reserved
re: pending litigation
concerning sale of real estate 166,396 165,618
---------- -----------
Total liabilities $ 166,396 $ 165,618
========== ===========
Capital
September 30, 2002 -0- -0-
December 31, 2001 -0- -0-
---------- -----------
Total liabilities and capital:
September 30, 2002 $ 166,396 $ -0-
December 31, 2001 -0- 165,618
========== ===========
Garment Capitol Associates
Condensed Statements of Cash Flows
(Unaudited)
For the Nine Months Ended
September 30, 2002 September 30, 2001
Cash flows from operating
activities:
Net income (loss) $ -0- $ -0-
Adjustments to reconcile
Net loss to cash used in
operating activities :
Change in operating liabilities:
Change in accrued legal cost reserve 778 (10,507)
--------- ---------
Net cash provided by (used in)
operating activities, and
net increase (decrease)
in cash $ 778 $ (10,507)
--------- ---------
Cash and cash equivalents,
beginning of period 165,618 173,327
--------- ---------
Cash and cash equivalents,
end of period $ 166,396 $ 162,820
========= =========
Notes to Condensed Financial Statements (Unaudited)
-3-
Note A Organization and 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, 2002, its
results of operations for the nine and three months ended September
30, 2002 and 2001 and cash flows for the nine months ended September
30, 2002 and 2001. Information included in the condensed balance
sheet as of December 31, 2001 has been derived from the balance sheet
included in Registrant's Form 10-K for the year ended December 31,
2001 (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 accounting principles generally
accepted in the United States of America 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, 2002 are not
necessarily indicative of the results to be expected for the full
year.
Note B Interim Period Reporting
Registrant was organized on January 10, 1957. On May 1,
1957, Registrant acquired fee title to the Garment Capitol Building
(the "Building") and the land thereunder, located at 498 Seventh
Avenue, New York, New York (the "Property"). Registrant's members are
Peter L. Malkin, Thomas N. Keltner, Jr. and Richard A. Shapiro
(collectively the "Partners"), each of whom also acts as an agent for
holders of participations in their respective partnership interests in
Registrant (the "Participants"). As described below, the Property has
been sold, Registrant has been terminated for tax purposes, and
distributions from sale proceeds have been made to the Participants.
Registrant did not operate the Property. Registrant leased
the Property to 498 Seventh Avenue Associates (the "Original Lessee")
under a net operating lease (the "Operating Lease") which commenced as
of May 1, 1957 and was scheduled to expire on April 30, 2007.
-4-
In 1994 and 1995, the Original Lessee made capital calls on
its partners in the aggregate amount of $1,300,000 to defray certain
operating expenses and improvement costs at the Property. Despite
these new capital infusions, however, the Original Lessee concluded
that to return the Property to profitability would require a very
large additional capital investment, estimated by the Original Lessee
to be as high as $16,000,000. Therefore, on December 29, 1995, in
accordance with the terms of the Operating Lease, the Original Lessee
assigned the Operating Lease to 4987 Corporation (the "New Lessee"),
thereby effectively terminating the liability of the Original Lessee
and its partners under the Operating Lease. The shares in the New
Lessee were owned by the partners in the Original Lessee, except that
a substantial portion of the shares originally owned by Peter L.
Malkin is held for the benefit of members of his family, as to which
shares he retains voting control.
The New Lessee had paid basic rent under the Operating Lease
through March 27, 1997, the date of the sale of the Property, as
hereinafter described. Registrant applied these rents to cover (1)
its monthly mortgage payments to the Apple Bank for Savings ("Apple
Bank") on Registrant's fee mortgage on the Property (the "Mortgage
Loan"), (2) its monthly fee for supervisory services and (3) its
distributions to the Participants in Registrant. The New Lessee did
not pay the New York City real estate taxes and Business Improvement
District ("BID") assessments in the amounts of $936,180.00 and
$29,695.14, respectively, and certain other minor assessments and
charges aggregating less than $1,500, all of which were due on January
1, 1996 or shortly thereafter. The New Lessee also failed to pay the
New York City real estate taxes and BID assessments in the amounts of
$1,053,254.50 and $28,529.26, respectively, which were due on July 1,
1996 and $740,845.50 and $28,529.26, respectively, which were due on
January 1, 1997. As a result, although payment of the January 1, 1996
and July 1, 1996 and January 1, 1997 real estate taxes and BID
assessments has been made as described below, the New Lessee was in
default of the Operating Lease as of January 1, 1996.
The New Lessee requested that Registrant forbear from
exercising its rights and remedies under the Operating Lease,
including termination of the Operating Lease, by reason of the failure
to pay the January 1, 1996 and July 1, 1996 real estate taxes and BID
assessments, while management of Registrant solicited the consent of
the Participants to a sale of the Property (the "Solicitation"). On
July 26, 1996, the Partners mailed to the Participants a STATEMENT
ISSUED BY THE AGENTS IN CONNECTION WITH THE SOLICITATION OF CONSENTS
OF THE PARTICIPANTS (the "Statement") requesting their authorization
for a sale of the Property and forbearance in favor of the New Lessee
in the form of the Definitive Proxy Statement which was filed with the
Securities and Exchange Commission as Schedule 14-A on July 25, 1996,
and is incorporated herein by reference. If Registrant did forbear,
the New Lessee agreed to cooperate fully with Registrant in connection
with the sale of the Property and to continue to perform its other
obligations under the Operating Lease, including payment of Basic
Rent, to enable Registrant to continue its monthly distributions to
the Participants, pay its supervisory fee and pay its monthly mortgage
obligation. The continuation of the Operating Lease was also to serve
to insulate Registrant from third party liabilities attendant on
property operations. Because the consent solicitation program
included the continuation of the Operating Lease with the New Lessee,
Registrant did not send a notice of default under the Operating Lease
based on the failure of the New Lessee to pay the January 1, 1996 and
July 1, 1996 real estate taxes and BID assessments.
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Although the failure to pay the January 1, 1996, July 1,
1996 and January 1, 1997 real estate taxes and BID assessments also
constituted a breach of Registrant's obligations under the Mortgage
Loan, Apple Bank had agreed to forbear from exercising its rights and
remedies during the period of the solicitation of consents through a
sale of the Property based on arrangements consummated in March 1996
between the shareholders of the New Lessee (or designees on their
behalf) and Apple Bank to fund the January 1, 1996 real estate taxes
and BID assessments and certain future real estate taxes and BID
assessments on the Property (together with the January 1, 1996 real
estate taxes, the "Real Estate Taxes") through protective advances
under the Mortgage Loan. The shareholders of the New Lessee (or
designees on their behalf) had personally borrowed from Apple Bank (a)
on April 2, 1996, the sum of $1,012,274.18, equal to the January 1,
1996 real estate taxes and BID assessments and interest thereon to the
date of the borrowing, and certain other minor city charges and
interest aggregating less than $1,500 and (b) on June 28, 1996, the
sum of $1,081,783.76 equal to the July 1, 1996 real estate taxes and
BID assessment and (c) on December 31, 1996, the sum of $769,374.76
equal to the January 1, 1997 real estate taxes and BID assessment.
The April 2, 1996 borrowing was used to fund a protective advance by
Apple Bank to pay the January 1, 1996 real estate taxes and BID
assessments, interest thereon and such minor charges, through the
purchase of a subordinate participating interest in the Mortgage Loan
in such amount. The June 28, 1996 and December 31, 1996 borrowings
were used to fund protective advances by Apple Bank to pay,
respectively, the July 1, 1996 and January 1, 1997 Real Estate Taxes
and BID assessments through the purchase of additional subordinate
participating interests in the Mortgage Loan in such amounts.
Interest and principal required to be paid on the protective advances
and on any future protective advances have been paid by the New
Lessee.
On January 29, 1997, Registrant received the consent of the
Participants for the sale and forbearance program and for the
liquidation of Registrant, as described in the Statement. See Note C
and Item 2 hereof for a description of the services rendered by, and
compensation paid to, Supervisor and for a discussion of certain
relationships which may pose actual or potential conflicts of interest
among Registrant, Original Lessee, New Lessee and certain of their
respective affiliates.
Registrant, together with the New Lessee, entered into a
contract with George Comfort & Sons, Inc., as Agent, and Tirrem
Management Company, Inc., collectively as Purchasers, to sell the
Property to the Purchasers for $42,000,000, subject to adjustments
(the "Contract of Sale"). The sale closed as of March 27, 1997.
After priority allocation for certain payments, as more particularly
-6-
described in the Statement, net sale proceeds of $34,885,810 were
allocated between Registrant and the New Lessee pursuant to the
formula described in the Statement, as approved by the Participants.
From its share of the proceeds, Registrant had made an initial
distribution on June 30, 1997 of $27,000,000 to the Participants, and
each holder of an original $10,000 Participation, as reduced to
$5,000, received an initial distribution of sale proceeds of $25,714,
which included the return of the Participant's remaining original
capital investment. On July 23, 1997, an additional distribution of
$800,000 ($761.90 per $5,000 participation unit) was made to the
Participants out of the proceeds of sale.
Based on advice from legal counsel, the partnership was
terminated for tax purposes on November 30, 1997. At the time of
termination, Registrant was still involved in litigation. In order to
provide for the anticipated costs of the litigation and for any other
post-closing expenses, an escrow account, in the amount of $166,396 is
being held by Supervisor.
Note C - Supervisory Services
Prior to the sale of the Property, Registrant paid
Supervisor for supervisory services in accordance with Registrant's
supervisory fee arrangement with Supervisor providing for (i) the
basic payment of $42,500 per annum ("Basic Payment"); (ii) an
additional annual basic payment of the first $37,500 of Additional
Rent paid by Lessee in any lease year ("Additional Basic Payment");
and (iii) an additional payment of 10% of all distributions to
Participants in any year from Basic Rent and Additional Rent in excess
of the amount representing a return at the rate of 18% per annum on
their remaining cash investment in any year (the "Additional
Payment"). The Additional Basic Payment was payable in each year only
from Additional Rent received by Registrant from New Lessee. If
Additional Rent in any year was inadequate to cover the Additional
Basic Payment, such deficiency was payable in the following year in
which Additional Rent was sufficient.
The supervisory services provided to Registrant by
Supervisor include, but are not limited to, providing or coordinating
counsel to Registrant, maintaining all of its entity and Participant
records, performing physical inspections of the Building, reviewing
insurance coverage, conducting annual supervisory review meetings,
receipt of monthly 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.
-7-
Following such sale of the Property, Registrant paid Supervisor for
supervisory and other services and disbursements at hourly rates in
lieu of the foregoing Basic, Additional Basic and Additional Payments.
Fees for the nine month period ended September 30, 2002
included $2,145 for services rendered by Wien & Malkin LLP, a related
party. No remuneration was paid during the current fiscal year by
Registrant to any of the Members as such.
Supervisor did not receive a Supervisory Fee based on sale
proceeds allocated to Registrant but has been paid for its services in
connection with the Statement and in connection with the sale and
other post-sale special services. Supervisor has also been paid fees
and other compensation by the New Lessee and its beneficial owners in
connection with the sale and for various work during and after the
sale.
The respective interests of Messrs. Malkin, Keltner, and
Shapiro, if any, in Registrant and New Lessee arose solely from the
ownership of their respective participations in Registrant and
Mr. Malkin's family's interests in New Lessee. The Members receive no
extra or special benefit not shared on a pro rata basis with all other
Participants in Registrant or shareholders in the New Lessee.
However, each of the Members, by reason of his respective interest in
Supervisor, is entitled to receive his share of payments in respect of
supervisory services and in respect of any fees or other remuneration
paid to Supervisor for special and supervisory services rendered to
Registrant and the New Lessee.
Note D Fees
During the three months ended September 30, 2002, fees of
$686 were paid to the firm of Wien & Malkin LLP, a related party.
-8-
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.
Registrant was organized solely for the purposes of
acquiring the Property subject to the Operating Lease. Registrant was
required to pay from Basic Rent the mortgage charges and supervisory
services and to distribute the balance of such Basic Rent to the
Participants. Pursuant to the Operating Lease, the holder of the
leasehold interest thereunder had sole responsibility for the
condition, operation, repair, maintenance and management of the
Property. Registrant did not maintain substantial reserves or
otherwise maintain liquid assets to defray any operating expenses of
the Property. Registrant's results of operations were affected
primarily by the amount of rent payable to it under the Operating
Lease.
Registrant is aware of the following events. The
Original Lessee operated the Property at a substantial loss during the
years ended December 31, 1995 and December 31, 1994. In 1994 and
1995, the Original Lessee made capital calls on its partners in the
aggregate amount of $1,300,000 to defray certain operating expenses
and improvement costs at the Property.
The downturn and changes in methods of operations in the
garment industry had a major impact on the Property and its operations
and profitability. Registrant had been advised that the loss of
tenants at the Property and the related reduction in rent received
were primarily due to insolvencies affecting tenants in the garment
business and reduced demand for space.
The New Lessee had the right to abandon or assign its
interest in the Operating Lease (see Item 1, Note B above).
As a result of the Sale, on July 23, 1997, Registrant made a
final distribution to the Participants of the remaining sales
proceeds. At the closing of the sale pursuant to the Contract of
Sale, the interests of Registrant, as lessor, and the New Lessee, as
lessee, under the Operating Lease were assigned to the purchaser, and
the Operating Lease was terminated. There were no additional regular
monthly distributions following the distribution on April 1, 1997 in
respect of March 1997 rent under the Operating Lease.
-9-
Liquidity and Capital Resources
N/A
Inflation
Inflationary trends in the economy did not directly affect
Registrant's operations, since, as noted above, Registrant did not
actively engage in the operation of the Property. Inflation may have
affected the operations of the New Lessee. The New Lessee was
required to pay Basic Rent, regardless of the results of its
operations. Inflation and other operating factors affected only the
amount of Additional Rent payable by the New Lessee, which was based
on the New Lessee's net operating profit.
Item 4. Evaluation of Disclosure Controls and
Internal Control Procedures.
(a) Evaluation of disclosure controls and procedures. Our chief
executive officer and our chief financial officer, after evaluating
the effectiveness of our "disclosure controls and procedures" (as
defined in the Securities Exchange Act of 1934 Rules 13a-14(c) and
15d-14(c)) as of a date (the "Evaluation Date") within 90 days before
the filing date of this quarterly report, have concluded that as of
the Evaluation Date, our disclosure controls and procedures were
adequate and designed to ensure that material information relating to
Registrant would be made known to it by others within the Registrant.
(b) Changes in internal controls. There were no significant
changes in our internal controls or to our knowledge, in other factors
that could significantly affect our internal controls and procedures
subsequent to the Evaluation Date.
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.
-10-
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 April 10, 1996 and
May 14, 1998 (collectively, the "Power").
GARMENT CAPITOL ASSOCIATES
(Registrant)
By: /s/ Stanley Katzman
Stanley Katzman, Attorney-in-fact*
Date: November 19, 2002
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 and as a Partner in Registrant on the date
indicated.
By: /s/ Stanley Katzman
Stanley Katzman, Attorney-in-fact*
Date: November 19, 2002
__________________________
* Mr. Katzman supervises accounting functions for Registrant.
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CERTIFICATIONS
I, Stanley Katzman, certify that:
(1) I have reviewed this quarterly report on Form 10-Q of
Garment Capitol Associates;
(2) Based on my knowledge, this quarterly report does not contain
any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light
of the circumstances under which such statements were made,
not misleading with respect to the period covered by this
quarterly report;
(3) Based on my knowledge, the financial statements, and other
financial information included in this quarterly report,
fairly present in all material respects the financial
condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
quarterly report;
(4) The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules
13a-14 and 15d-14) for the registrant and we have:
a. designed such disclosure controls and procedures to
ensure that material information relating to the
registrant, is made known to us by others within the
Registrant particularly during the period in which this
quarterly report is being prepared;
b. evaluated the effectiveness of the registrant's
disclosure controls and procedures as of a date within
90 days prior to the filing date of this quarterly report
(the "Evaluation Date"); and
c. presented in this quarterly report our conclusions about
the effectiveness of the disclosure controls and
procedures based on our evaluation as of the Evaluation
Date;
-12-
(5) The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of registrant's
board of directors (or persons performing the equivalent
function):
(a) all significant deficiencies in the design or operation
of internal controls which could adversely affect the
registrant's ability to record, process, summarize and
report financial data and have identified for the
registrant's auditors any material weaknesses in internal
controls; and
(b) any fraud, whether or not material, that involves
management or other employees who have a significant role
in the registrant's internal controls; and
(6) The registrant's other certifying officers and I have
indicated in this quarterly report whether or not there were
significant changes in internal controls or in other factors
that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies
and material weaknesses.
Date: November 19, 2002
By /s/ Stanley Katzman
Name: Stanley Katzman
Title: Member of Wien & Malkin
LLP, Supervisor of Garment
Capitol Associates
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CERTIFICATIONS
I, Stanley Katzman, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Garment
Capitol Associates;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not
misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly
present in all material respects the financial condition, results
of operations and cash flows of the registrant as of, and for,
the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible
for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)
for the registrant and we have:
a. designed such disclosure controls and procedures to ensure
that material information relating to the registrant, is
made known to us by others within the Registrant
particularly during the period in which this quarterly
report is being prepared;
b. evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the "Evaluation
Date"); and
c. presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures
based on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors
and the audit committee of registrant's board of directors (or
persons performing the equivalent function):
-14-
a. all significant deficiencies in the design or operation
of internal controls which could adversely affect the
registrant's ability to record, process, summarize and
report financial data and have identified for the
registrant's auditors any material weaknesses in internal
controls; and
b. any fraud, whether or not material, that involves
management or other employees who have a significant role
in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated
in this quarterly report whether or not there were significant
changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of
our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: November 19, 2002
By /s/ Stanley Katzman
Name: Stanley Katzman
Title: Senior Member of
Financial/Accounting
Staff of Wien & Malkin
LLP, Supervisor of
Garment Capitol
Associates
-15-
EXHIBIT INDEX
Number Document Page*
3 (a) Registrant's Partnership Agreement, dated
January 10, 1957, which was filed as Exhibit
No. 1 to Registrant's Registration Statement
on Form S-1 as amended (the "Registration
Statement") effective February 13, 1957 and
assigned File No. 2-13034, is incorporated by
reference as an exhibit hereto.
3 (b) Amended Business Certificate of Registrant
effective as of January 1, 1996, reflecting a
change in the partners of Registrant, which
was filed as Exhibit 3(b) to Registrant's
Annual Report on Form 10-K for the year ended
December 31, 1995 and is incorporated by
reference as an exhibit hereto.
24 Powers of Attorney dated April 10, 1996
and May 14, 1998 between 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 June
30, 1998 and is incorporated by reference as
an exhibit hereto.
99 (1) Chief Executive Officer Certification
pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002
99 (2) Chief Financial Officer Certification
pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
_____________________
* Page references are based on a sequential numbering system.
-16-
Exhibit 99(1)
Garment Capitol Associates
Chief Executive Officer Certification
Pursuant to Section 906
of Sarbanes - Oxley Act of 2002
The undersigned, Stanley Katzman, is signing this Chief
Executive Officer certification as a member of Wien & Malkin LLP,
the supervisor of* in Garment Capitol Asociates("Registrant") to
certify that:
(1) the Quarterly Report on Form 10-Q of Registrant for the
quarterly period ended September 30, 2002(the "Report")
fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934(15 U.S.C.78m or
78o(d)); and
(2) the information contained in the Report fairly presents, in
all material respects, the financial condition and results
of operations of Registrant.
Dated: November 19, 2002
By /s/ Stanley Katzman
Stanley Katzman
Partner in Garment Capitol
Associates
*Registrant's organizational documents do not provide for a Chief
Executive Officer or other officer with equivalent rights and
duties. As described in the Quarterly Report, Registrant is a
partnership which is supervised by Wien & Malkin LLP.
Accordingly, this Chief Executive Officer certification is being
signed by a member in Registrant's Supervisor.
-17-
Exhibit 99(2)
Garment Capitol Associates
Chief Financial Officer Certification
Pursuant to Section 906
of Sarbanes - Oxley Act of 2002
The undersigned, Stanley Katzman, is signing this Chief
Financial Officer certification as a senior member of the
financial/accounting staff of Wien & Malkin LLP, the supervisor*
of Garment Capitol Associates("Registrant"), to certify that:
(1) the Quarterly Report on Form 10-Q of Registrant for the
quarterly period ended September 30, 2002(the "Report")
fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934(15 U.S.C.78m or
78o(d)); and
(2) the information contained in the Report fairly presents, in
all material respects, the financial condition and results
of operations of Registrant.
Dated: November 19, 2002
By /s/ Stanley Katzman
Stanley Katzman
Wien & Malkin LLP, Supervisor
*Registrant's organizational documents do not provide for a Chief
Financial Officer or other officer with equivalent rights and
duties. As described in the Quarterly Report, Registrant is a
partnership which is supervised by Wien & Malkin LLP.
Accordingly, this Chief Financial Officer certification is being
signed by a senior member of the financial/accounting staff of
Registrant's supervisor.
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