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 June 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 13 of this Report.
Number of pages (including exhibits) in this filing: 14
Garment Capitol Associates
June 30, 2002
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
Garment Capitol Associates
Condensed Statements of Income
(Unaudited)
For the Three Months For the Six Months
Ended June 30, Ended June 30,
2002 2001 2002 2001
Income:
Dividend income $ 708 $1,823 $1,459 $ 4,104
--------- ------- ------ -------
Total income 708 1,823 1,459 4,104
--------- ------- ------ -------
Expenses :
Fees (Note D) 708 1,823 1,459 4,104
-------- ------ ------ ------
Total expenses $ 708 $ 1,823 1,459 4,104
-------- ------- ------ ------
Net income (loss) for period $ -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 consisted of
the following:
Income $ -0- $ -0- $ -0- $ -0-
====== ====== ====== ======
As of June 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
June 30, 2002
Garment Capitol Associates
Condensed Balance Sheets
(Unaudited)
Assets June 30, 2002 December 31, 2001
Escrow Account held by
Wien & Malkin LLP $ 167,077 $ 165,618
---------- -----------
Total assets $ 167,077 $ 165,618
========== ===========
Liabilities
Accrued legal costs reserved
re: pending litigation
concerning sale of real estate 167,077 165,618
---------- -----------
Total liabilities $ 167,077 $ 165,618
========== ===========
Capital
June 30, 2002 -0- -0-
December 31, 2001 -0- -0-
---------- -----------
Total liabilities and capital:
June 30, 2002 $ 167,077 $ -0-
December 31, 2001 -0- 165,618
========== ===========
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Garment Capitol Associates
June 30, 2002
Garment Capitol Associates
Condensed Statements of Cash Flows
(Unaudited)
January 1, 2002 January 1, 2001
through through
June 30, 2002 June 30, 2001
Cash flows from operating
activities:
Net loss $ -0- $ -0-
Adjustments to reconcile
net loss to cash used in
operating activities:
Changes in operating liabilities:
Change in accrued legal cost reserve 1,459 1,390
---------- ---------
Net cash provided by
operating activities and
net increase in cash $ 1,459 $ 1,390
Cash and cash equivalents,
beginning of period 165,618 165,357
---------- ---------
Cash and cash equivalents,
end of period $ 167,077 $ 166,747
========== =========
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Garment Capitol Associates
June 30, 2002
Notes to Condensed Financial Statements (Unaudited)
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 June 30, 2002, its results
of operations for the six and three months ended June 30, 2002 and
2001 and cash flows for the six months ended June 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 six months
ended June 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.
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
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Garment Capitol Associates
June 30, 2002
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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Garment Capitol Associates
June 30, 2002
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
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
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Garment Capitol Associates
June 30, 2002
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 $167,077 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.
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.
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Garment Capitol Associates
June 30, 2002
Fees for the period ended June 30, 2002 included $2,715 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 partners 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 June 30, 2002, fees of $708
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.
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
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Garment Capitol Associates
June 30, 2002
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 insolvency's 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 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.
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.
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Garment Capitol Associates
June 30, 2002
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
The Property of Registrant is the subject of the following
pending litigation:
On October 4, 1996, the alleged holder of three
participation interests in Registrant brought suit in the U.S.
District Court for the Southern District of New York against the New
Lessee, the Original Lessee, the partners in Registrant, and
Supervisor. Registrant was a nominal defendant. The suit claims that
defendants violated the anti-fraud provisions of the federal
securities laws and committed breaches of fiduciary duty and fraud in
relation to the Solicitation. The suit is a class action. The suit
seeks to enjoin the allocation of sale proceeds to the New Lessee
approved by the Participants, money damages and related relief.
Defendants responded to the complaint with a motion seeking dismissal
of the action in its entirety. The Court granted that motion and
dismissed the action by order and decision dated December 8, 1997.
Upon plaintiff's appeal of that order, the U.S. Court of
Appeals affirmed in part and reversed in part the dismissal of the
action. By Order dated August 11, 1999, plaintiff's derivative claims
were dismissed. The case was certified as a class action by order
dated February 1, 2000 and was tried to the court (Baer, J.) and a
trial jury beginning on September 18, 2000. On September 27, 2000, the
trial jury returned a verdict for all defendants on all claims.
Plaintiff made a motion for judgment notwithstanding the
verdict and for a new trial. By opinion and order dated January 17,
2001, the court denied plaintiff's motion for judgment notwithstanding
the verdict and for a new trial, and plaintiff filed appeals from the
jury verdict and the denial of those motions. By opinion dated
February 26, 2002 the Court of appeals affirmed the judgement
dismissing the complaint in all respects. Plaintiff has not taken any
further steps to pursue the action.
The complaint does not seek any relief against Registrant,
and, accordingly, Registrant's litigation counsel is of the opinion
that no material loss or other unfavorable outcome of the action
against Registrant is anticipated. In accordance with the
Solicitation, sale proceeds were allocated to repay the Fee Mortgagee
protective advances as well as all other sums then outstanding on the
Fee Mortgage. Pursuant to an agreement between counsel for the
plaintiff in the 1996 proceeding and counsel for the defendants, net
sale proceeds allocated to the New Lessee in accordance with the
formula set forth in the Solicitation would not be distributed to the
New Lessee, except upon 30 days' notice to counsel for the plaintiff.
The required 30-day notice was given to counsel for the plaintiff on
October 2, 2000, and a portion of such sales proceeds have been used
to pay fees and expenses associated with the litigation.
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Garment Capitol Associates
June 30, 2002
On March 13, 1997, the alleged holder of a fractional
participation interest in Registrant brought suit in the U.S. District
Court for the Southern District of New York against New Lessee,
Original Lessee, Registrant's Partners and Supervisor. Registrant was
a defendant. The suit is essentially similar to the legal action
described in the preceding paragraph, alleging that defendants
violated the Federal proxy rules, committed breaches of fiduciary duty
and fraud in relation to the Solicitation for the sale and forbearance
program and for liquidation of Registrant. The suit seeks to enjoin
the allocation of sale proceeds to New Lessee approved by the
Participants, money damages and related relief. Defendants responded
to the complaint with a motion seeking dismissal of the action in its
entirety. The Court granted the motion and dismissed the action by
the same order and decision dated December 8, 1997 and referred to in
the preceding paragraph. Upon plaintiff's appeal of the order, the
U.S. Court of Appeals affirmed in part and reversed in part the
dismissal of the action. By Order dated August 11, 1999, plaintiff's
derivative claims were dismissed. The case was certified as a class
action by order dated February 1, 2000 and was tried to the Court
(Baer, J.) and a trial jury returned a verdict for all defendants on
all claims. Plaintiff made a motion for judgement notwithstanding the
verdict and for a new trial. By opinion and order dated January 17,
2001, the court denied plaintiff's motion for judgement
notwithstanding the verdict and for a new trial, and plaintiff has
filed appeals from the jury verdict and the denial of those motions.
By opinion dated February 26, 2002, the Court of Appeals affirmed the
judgment dismissing the complaint in all respects.
Registrant's litigation counsel is of the opinion that no
loss or other unfavorable outcome of the action against Registrant is
anticipated.
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.
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Garment Capitol Associates
June 30, 2002
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: August 20, 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: August 20, 2002
__________________________
* Mr. Katzman supervises accounting functions for Registrant.
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Garment Capitol Associates
June 30, 2002
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 Sarbane-
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.
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