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 0-2673
NAVARRE-500 BUILDING ASSOCIATES
(Exact name of registrant as specified in its charter)
A New York Co-Tenancy Formerly 13-6082674
(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 15 of this Report.
Number of pages (including exhibits) in this filing: 17
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
Navarre-500 Building 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:
Rent income, from a
related party (Note B) $ -0- $ -0- $ -0- $ -0-
Dividend income 4,207 26,935 13,158 100,151
Interest income -0- -0- -0- -0-
--------- --------- --------- ---------
Total income $ 4,207 $ 26,935 $ 13,158 $100,151
--------- --------- --------- ---------
Expenses:
Leasehold rent (Note B) -0- -0- -0- -0-
Supervisory services, to a
related party (Note C) -0- -0- -0- -0-
Amortization of leasehold -0- -0- -0- -0-
Special fees, (Note D) 5,322 8,700 8,711 22,774
Interest expense -0- -0- -0- -0-
--------- --------- --------- ---------
Total expenses 5,322 8,700 8,711 22,774
--------- --------- --------- ---------
Net income (loss) $ (1,115) $ 18,235 $ 4,447 $ 77,377
========= ========= ========= =========
Earnings per $5,000
participation unit,
based on 640 participation
units outstanding
during the period $ (1.74) $ 28.49 $ 6.95 $ 120.90
========= ========= ========= =========
Distributions per $5,000
participation consisted
of the following:
Income $ -0- $ -0- $ -0- $ -0-
Return of capital -0- -0- -0- -0-
--------- --------- -------- --------
Total distributions $ -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.
See notes to condensed financial statements.
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Navarre-500 Building Associates
Condensed Balance Sheets
(Unaudited)
Assets September 30, 2002 December 31, 2001
Cash $ -0- $ -0-
Escrow account held by
Wien & Malkin LLP 1,023,300 1,018,853
----------- -----------
Total Assets $ 1,023,300 $ 1,018,853
----------- -----------
Current Liabilities
Total Current liabilities $ -0- $ -0-
----------- -----------
Capital
Capital January 1: $ 1,018,853 $ 2,934,976
Add, Net income
January 1, 2002 through
September 30, 2002 4,447 -0-
January 1, 2001 through
December 31, 2001 -0- 83,877
----------- -----------
$1,023,300 $ 3,018,853
Cash distributions -0- (2,000,000)
----------- -----------
Capital, September 30, 2002 1,023,300 -0-
Capital, December 31, 2001 -0- 1,018,853
---------- -----------
Total liabilities and
Capital:
September 30, 2002 $1,023,300
==========
December 31, 2001 $ 1,018,853
===========
See notes to condensed financial statements.
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Navarre-500 Building Associates
Condensed Statements of Cash Flows
(Unaudited)
January 1, 2002 January 1, 2001
through through
September 30, 2002 September 30,2001
Cash flows from operating activities:
Net income and net cash provided
by operating activities $ 4,447 $ 77,377
----------- ---------
Cash flows from investing activities:
Purchase money note receivable $ -0- $ -0-
Accrued interest receivable -0- -0-
Accrued expenses of sale -0- -0-
----------- ----------
Net cash provided by investing
activities $ -0- $ -0-
----------- ----------
Cash flows from financing activities:
Cash distributions $ -0- $ -0-
Advances from partner -0- -0-
------------ ------------
Net cash used in financing
activities $ -0- $ -0-
----------- ----------
Net increase in cash
during period $ 4,447 $ 77,377
Cash, beginning of period 1,018,853 2,934,976
----------- ----------
Cash, end of period $ 1,023,300 $ 3,012,353
=========== ==========
See notes to condensed financial statements
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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 September 30,
2002, its results of operations for the nine months and three
months ended September 30, 2002 and 2001 and cash flows for the
nine months ended September 30, 2002 and 2001 and its changes in
Partners' capital for the nine months ended September 30, 2002.
Information included in the condensed balance sheet as of December
31, 2001 has been derived from the audited 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 as a partnership on March 21,
1958. Registrant owned the tenant's interest in the long-term
ground lease (the "Lease") of the buildings located at 500 and 512
Seventh Avenue and 228 West 38th Street, New York, New York (the
"Property") until Registrant sold the Lease on December 23, 1999.
Registrant ceased to be a partnership on December 23, 1999 when
the interests of its partner Agents were redeemed by conveyance to
them of direct pro rata interests in the Property. The
partnership's final tax return was filed for the period ending
December 23, 1999. After December 23, 1999, such former partners
(the "Agents") continued the ownership of the Lease as co-tenants
for the benefit of the Participants, and the co-tenancy has
conducted its business under the name "Navarre-500 Building
Associates", a co-tenancy, all for the benefit of the Participants
on all the same pre-existing economic and investment terms through
the date of such sale and thereafter. In accord with the
applicable agreements regarding sale, each of Associates and
Lessee is required to hold 5% of its sales proceeds in reserve
satisfaction of all post-closing obligations. At September 30,
2002 the balance in the escrow account was $1,023,300.
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Registrant's Agents were Peter L. Malkin and Thomas N.
Keltner, Jr. who are now the co-tenant Agents. The land
underlying the buildings was owned by an unaffiliated third party
and was leased to Registrant under the Lease. The current term of
the Lease as extended was to expire on May 1, 2024. The Lease
provided for one 21-year renewal option. The annual rent payable
by Registrant under the Lease was $487,500 during the current and
renewal term.
Registrant did not operate the Property, but subleased
the Property to 500-512 Seventh Avenue Associates ("Sublessee")
pursuant to a net operating sublease (the "Sublease"), the current
renewal term was to expire on April 30, 2024. The Sublease
provided for one renewal option co-extensive with the Lease.
Peter L. Malkin, an Agent in Registrant, has also been a partner
and now a co-tenant in Sublessee. The Agents in Registrant are
also members of Wien & Malkin LLP, which provides supervisory and
other services to Registrant and to Sublessee ("Supervisor"). See
Note C of this Item 1 ("Note C").
Under the Sublease, Sublessee was required to pay (i)
annual basic rent of $1,167,500 during the current renewal term
and the additional renewal term (the "Basic Rent") and (ii)
additional rent to Registrant during the current term and the
renewal term equal to 50% of Sublessee's net operating profit in
excess of $620,000 for each lease year ending June 30 (the
"Additional Rent").
Note C Supervisory Services
Prior to the sale of the property, Registrant paid
Supervisor Basic and Additional Payments (as described below) for
supervisory services and disbursements. The supervisory fees were
$40,000 per annum, prior to Registrants' sale of its property,
(the "Basic Payment") plus 10% of all distributions to
Participants in any year in excess of the amount representing a
return at the rate of 23% per annum on their remaining cash
investment in Registrant (the "Additional Payment"). At 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 upon the original participating interests.
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Following such sale of the property, Registrant paid
Supervisor for supervisory and other services and disbursements at
hourly rates in lieu of Basic and Additional Payments.
The supervisory services provided to Registrant by
Supervisor have included providing or coordinating counsel
services to Registrant, maintaining all of its partnership 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.
Pursuant to the fee arrangements described above, there
was no payment made to Supervisor by Registrant for the nine month
period ended September 30, 2002.
No remuneration was paid during the nine month period
ended September 30, 2002 by Registrant to any of the Agents as
such.
Reference is made to Note B of Item 1 (Note "B") for a
description of the terms of the Sublease between Registrant and
Sublessee. The respective interests, if any, of the Agents in
Registrant and Sublessee arise solely from their respective
ownership of participations, if any, in Registrant and, in the
case of Mr. Malkin, his ownership of a partnership or co-tenant
interest in Sublessee. The Agents as such received no extra or
special benefit not shared on a pro rata basis with all other
Participants in Registrant or partners or co-tenants in Sublessee.
However, each of the Agents, by reason of his interests in
Supervisor, may receive income attributable to any fees or
remuneration paid to Supervisor for services rendered to
Registrant and Sublessee.
As of September 30, 2002, the Agents owned of record and
beneficially $8,125 participations in Registrant, representing
0.25% of the currently outstanding participations therein.
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In addition, as of September 30, 2002, certain of the
Agents in Registrant (or their respective spouses) held additional
Participations as follows:
Entities for the benefit of members of Peter L. Malkin's
family owned of record and beneficially $35,000 of
Participations. Mr. Malkin disclaims any beneficial
ownership of such Participations, except that related
trusts are required to complete scheduled payments to Mr.
Malkin.
Peter L. Malkin, Trustee of Mattee Saunders 1983 Trust,
owned $7,500 of Participations. Mr. Malkin disclaims
any beneficial ownership of such Participations.
In accordance with the provisions of the respective
participating agreements, Peter L. Malkin, in his capacity as
agent, purchased from non-consenting Participants an aggregate of
$1,875 of participations for the benefit of consenting
Participants, all on the terms described in the Agents' Consent
Solicitations dated July 15, 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 Special Fees
During the nine months ended September 30, 2001, fees
totaling $15,253 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 a partnership and is now a co-tenancy.
As stated in Note B, Registrant was organized for the purpose of
acquiring the Master Lease subject to the Sublease. Basic Rent
received under the Sublease was used to pay annual rent due under
the Master Lease and the Basic Payment to Supervisor for
supervisory services. The balance of the Basic Rent was
distributed to the Participants. Additional Rent was distributed
to the Participants after the Additional Payment to Supervisor.
See Note C above. Pursuant to the Sublease, Sublessee had assumed
sole responsibility for the condition, operation, repair,
maintenance and management of the Property. Registrant did not
need to maintain substantial reserves or otherwise maintain liquid
assets to defray any operating expenses of the Property.
Registrant did not pay dividends. On January 1, 2000, a
regular distribution of $36,882 was made to participants and a
distribution of sales proceeds of $47,080,000 was made on January
14, 2000. On October 3, 2001 a distribution of $2,000,000 was made
to the participants.
-8-
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.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
The Property of Registrant is the subject of the following
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 then
continued 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. The arbitration
hearings were concluded in June 2000, and the arbitrators issued
their decision on March 30, 2001, ordering that the termination of
Helmsley-Spear, Inc. would require a new vote by the partners in
the Lessee, setting forth procedures for such a vote, and denying
the other claims of all parties. Following the decision, Helmsley-
Spear, Inc. applied to the court for confirmation of the decision,
and Mr. Malkin and Wien & Malkin LLP applied to the court for an
order setting aside that part of the decision regarding the
procedure for partnership voting to terminate Helmsley-Spear, Inc.
and various other parts of the decision on legal grounds. The
court granted the motion to confirm the arbitrators' decision and
denied the application to set aside part of the arbitrators'
decision. Mr. Malkin and Wien & Malkin LLP have served notice of
appeal of the court's determination.
Item 6. Exhibits and Report on Form 8-K
(a) The exhibits hereto are 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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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
August 6, 1996 and May 14, 1998 (collectively, the "Power").
NAVARRE-500 BUILDING 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 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 Navarre-500
Building 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):
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(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 Navarre-500
Building Associates
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CERTIFICATIONS
I, Stanley Katzman, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Navarre-500
Building 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):
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(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 Navarre-
500 Building Associates
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EXHIBIT INDEX
Number Document Page*
3(a) Partnership Agreement, dated March 21,
1958, which was filed as Exhibit 1 to
Registrant's S-1, as amended, by letter
dated April 3, 1958 and assigned File No.
2-14019, is incorporated herein by
reference.
3(b) Amended Business Certificate of Registrant
which was filed as Exhibit 3(b) to
Registrant's Annual Report on 10-K for the
fiscal year ended December 31, 1996 and is
incorporated herein by reference.
4 Form of Participation Agreement, which was
filed as Exhibit 4 to Registrant's S-1 by
letter dated April 3, 1958 and assigned
File No. 2-14019, is incorporated herein by
reference.
24 Powers of Attorney dated August 6, 1996 and
July 14, 1998 between Peter L. Malkin and
Thomas N. Keltner, Jr., as Partners in
Registrant, and Stanley Katzman and Richard
Shapiro, which was filed as Exhibit 24 to
Registrant's 10-Q for the quarter ended
March 31, 1998 and is incorporated herein
by reference.
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 sequential numbering system.
-15-
Exhibit 99(1)
Navarre-500 Building 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 Navarre-500 Building 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
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 of Registrant's
supervisor.
-16-
Exhibit 99(2)
Navarre-500 Building 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 Navarre-500 Building 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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