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FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Quarterly Report under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarter ended September 30, 2004 Commission file #0-13545
JMB/245 PARK AVENUE ASSOCIATES, LTD.
(Exact name of registrant as specified in its charter)
Illinois 36-3265541
(State of organization) (I.R.S. Employer Identification No.)
900 N. Michigan Ave., Chicago, Illinois 60611
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code 312-440-4800
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 (the "Exchange Act") 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 [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule bp-2 of the Exchange Act). Yes [ ] No [ X ]
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION
Item 1. Financial Statements . . . . . . . . . . . . . . . 3
Item 2. Management's Discussion and
Analysis of Financial Condition and
Results of Operations. . . . . . . . . . . . . . . 8
Item 4. Controls and Procedures. . . . . . . . . . . . . . 11
PART II OTHER INFORMATION
Item 5. Other Information. . . . . . . . . . . . . . . . . 11
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . 11
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
JMB/245 PARK AVENUE ASSOCIATES, LTD.
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 2004 AND DECEMBER 31, 2003
(UNAUDITED)
ASSETS
------
SEPTEMBER 30, DECEMBER 31,
2004 2003
------------- ------------
Current assets:
Cash and cash equivalents . . . . . $ 12,165 63,619
Other receivables (net of allowance
for doubtful receivables of
$51,026 in 2004). . . . . . . . . 12 9,986
------------ ------------
Total assets. . . . . . . . $ 12,177 73,605
============ ============
LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
------------------------------------------------------
Current liabilities:
Accounts payable. . . . . . . . . . $ 62,686 55,946
Advances from an affiliate. . . . . 147,000 --
------------ ------------
Total current liabilities . 209,686 55,946
Note payable to an affiliate -
long-term, including accrued
interest of $4,631,375 at
September 30, 2004 and
December 31, 2003 . . . . . . . . . 30,519,542 30,131,375
------------ ------------
Commitments and contingencies
Total liabilities . . . . . 30,729,228 30,187,321
Partners' capital accounts (deficits):
General partners:
Capital contributions . . . . . . 1,000 1,000
Cumulative cash distributions . . (480,000) (480,000)
Cumulative net earnings (losses). (10,811,751) (10,775,551)
------------ ------------
(11,290,751) (11,254,551)
------------ ------------
Limited partners (982 interests
at September 30, 2004):
Capital contributions,
net of offering costs . . . . . 113,057,394 113,057,394
Cumulative cash distributions . . (7,520,000) (7,520,000)
Cumulative net earnings (losses). (124,963,694) (124,396,559)
------------ ------------
(19,426,300) (18,859,165)
------------ ------------
Total partners' capital
accounts (deficits) . . . (30,717,051) (30,113,716)
------------ ------------
$ 12,177 73,605
============ ============
See accompanying notes to consolidated financial statements.
JMB/245 PARK AVENUE ASSOCIATES, LTD.
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
(UNAUDITED)
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
-------------------- --------------------
2004 2003 2004 2003
--------- --------- --------- ---------
Income:
Interest income . . . . $ 23 182 123 1,256
--------- --------- --------- ---------
Expenses:
Interest. . . . . . . . 130,333 127,778 388,167 379,167
Professional services . 24,889 8,476 93,727 105,261
General and
administrative. . . . 12,825 19,235 121,564 70,546
--------- --------- --------- ---------
168,047 155,489 603,458 554,974
--------- --------- --------- ---------
Net earnings
(loss). . . . . . $(168,024) (155,307) (603,335) (553,718)
========= ========= ========= =========
Net earnings
(loss) per
limited
partnership
interest. . . . . $ (161) (148) (578) (528)
========= ========= ========= =========
See accompanying notes to consolidated financial statements.
JMB/245 PARK AVENUE ASSOCIATES, LTD.
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
(UNAUDITED)
2004 2003
---------- ----------
Cash flows from operating activities:
Net earnings (loss) . . . . . . . . . . $ (603,335) (553,718)
Items not requiring (providing) cash:
Changes in:
Other receivables . . . . . . . . . . 9,974 (2,102)
Accounts payable. . . . . . . . . . . 6,740 (82,637)
Advances from an affiliate. . . . . . 147,000 --
Interest payable to affiliate . . . . 388,167 379,167
---------- ----------
Net cash provided by
(used in) operating
activities. . . . . . . . . . (51,454) (259,290)
---------- ----------
Net increase (decrease)
in cash . . . . . . . . . . . (51,454) (259,290)
Cash and cash equivalents,
beginning of period . . . . . 63,619 348,741
---------- ----------
Cash and cash equivalents,
end of period . . . . . . . . $ 12,165 89,451
========== ==========
See accompanying notes to consolidated financial statements.
JMB/245 PARK AVENUE ASSOCIATES, LTD.
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2004 AND 2003
(UNAUDITED)
GENERAL
Readers of this quarterly report should refer to the Partnership's
audited financial statements for the fiscal year ended December 31, 2003,
which are included in the Partnership's 2003 Annual Report on Form 10-K
(File No. 0-13545) filed on March 30, 2004, as certain footnote disclosures
which would substantially duplicate those contained in such audited
financial statements have been omitted from this report. Capitalized terms
used but not defined in this quarterly report have the same meanings as in
the Partnership's 2003 Annual Report on Form 10-K.
The equity method of accounting was applied with respect to the
Partnership's interest in BFP, LP subsequent to the Effective Date through
December 31, 2002 (the "Redemption Date"), when the Partnership's indirect
interest in BFP, LP was reduced to less than 1%. Because the Partnership
has no future funding obligations for BFP, LP, is currently not expecting
to receive distributions, has no influence or control over the day-to-day
affairs of BFP, LP and its investment in BFP, LP has been reduced to less
than 1%, subsequent to the Redemption Date, the Partnership discontinued
the application of the equity method of accounting, recorded its investment
at zero and no longer recognizes its share of earnings or losses from BFP,
LP.
The preparation of financial statements in accordance with GAAP
requires the Partnership to make estimates and assumptions that affect the
reported or disclosed amounts of assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from these
estimates.
245 PARK
BFP, LP has had the right to sell the 245 Park Avenue property without
the consent of the Partnership since January 2000. BFP, LP notified the
Partnership that it sold a 49% interest in the 245 Park Avenue property to
an unaffiliated third party on October 2, 2003. The Partnership has not
received, and does not expect to receive, any proceeds from the sale of the
49% interest in 245 Park Avenue. However, as a result of such transaction,
a substantial amount of gain for Federal and state income tax purposes was
allocated to the Holders of Interests without any distribution of cash.
Under certain circumstances, the Partnership may have obligations for
Federal or state withholding or payment of estimated tax payments on behalf
of certain Holders of Interests. Notwithstanding any such obligations, the
Partnership believes that the Holders of Interests have the ultimate
responsibility for the timely filing of state and Federal tax returns and
the payment of all related taxes, including the reimbursement to the
Partnership of all withholding tax payments or estimated tax payments made
on their behalf.
The Partnership's future liquidity and ability to continue as a going
concern is dependent upon additional advances from JMB and there is no
assurance that such advances will be made.
TRANSACTIONS WITH AFFILIATES
The unpaid principal and accrued interest balance on the Partnership's
remaining JMB Note payable ("JMB Note") at September 30, 2004 and
December 31, 2003, was approximately $30,520,000 and $30,131,000,
respectively. The JMB Note, which was secured by the Partnership's
interest in BFP, LP, and scheduled to mature in January 2006, accrued
interest at 2% per annum, with interest compounded annually and included in
principal. For the nine months ended September 30, 2004 and 2003, the
Partnership incurred approximately $388,000 and $379,000, respectively, for
interest on the JMB Note.
On October 8, 2004, the Partnership and JMB entered into an agreement
to split the JMB Note into two separate replacement notes (the "Replacement
Notes"), whereby the Partnership issued the Replacement Notes payable to
JMB that allocated the outstanding principal balance and accrued and unpaid
interest under the JMB Note between the Replacement Notes in the amounts of
$3,482,284 of principal and $385,345 of accrued and unpaid interest to one
Replacement Note ("Replacement Note 1") and $22,017,716 of principal and
all other accrued and all unpaid interest totaling $4,645,531 (including
all of the default interest of $4,631,375) to the second Replacement Note
("Replacement Note 2"). The division of the JMB Note and its replacement
by Replacement Note 1 and Replacement Note 2 resulted in those two notes
superseding the JMB Note. The security, interest rate and maturity date
for the Replacement Notes remained unchanged from those under the JMB Note.
Subsequent to the issuance of the Replacement Notes, JMB indirectly
contributed Replacement Note 2 to the Partnership. Replacement Note 1
remains outstanding as an obligation of the Partnership to JMB.
As of the date of this report, $172,000 has been advanced to the
Partnership from JMB in 2004. These advances are expected to be evidenced
by a demand note bearing interest at prime plus 1 percent and secured by
the Partnership's interest in BFP, LP. JMB is under no obligation to make
further advances and has the right to require repayment of advances
previously made together with accrued and unpaid interest at any time.
In accordance with the Partnership Agreement, the Corporate General
Partner and its affiliates are entitled to receive payment or reimbursement
for direct expenses and out-of-pocket expenses related to the
administration of the Partnership and operation of the Partnership's real
property investment. Additionally, the Corporate General Partner and its
affiliates are entitled to reimbursements for portfolio management, legal
and accounting services. The Partnership incurred costs of $16,480 and
$18,564 for the nine months ended September 30, 2004 and 2003,
respectively, for portfolio management, legal and accounting services, of
which $5,969 was unpaid as of September 30, 2004.
Any reimbursable amounts currently payable to the General Partners and
their affiliates do not bear interest.
ADJUSTMENTS
In the opinion of the Corporate General Partner, all adjustments
(consisting solely of normal recurring adjustments) necessary for a fair
presentation (assuming the Partnership continues as a going concern) have
been made to the accompanying financial statements as of September 30, 2004
and for the three and nine months ended September 30, 2004 and 2003.
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Capitalized terms used herein but not defined have the same meanings
as in the Partnership's 2003 Annual Report on Form 10-K.
The Partnership's future liquidity and ability to continue as a going
concern are dependent upon additional advances from JMB Realty Corporation
("JMB") and there is no assurance that such advances will continue to be
made. As of the date of this report, $172,000 has been advanced to the
Partnership from JMB in 2004. These advances are expected to be evidenced
by a demand note bearing interest at prime plus 1 percent and secured by
the Partnership's interest in BFP, LP. JMB is under no obligation to make
further advances and has the right to require repayment of advances
previously made together with accrued and unpaid interest at any time.
At September 30, 2004, the Partnership was indebted to JMB Realty
Corporation ("JMB") under the JMB Note for an aggregate amount of
$30,519,542 (consisting of $25,500,000 of principal and $5,019,542 of
accrued and unpaid interest, including default interest.) On October 8,
2004, the Partnership and JMB entered into an agreement to split the JMB
Note into two separate replacement notes (the "Replacement Notes") payable
to JMB so that the outstanding principal balance and accrued and unpaid
interest under the JMB Note was allocated between the Replacement Notes.
One of the Replacement Notes ("Replacement Note 1") received a principal
balance of $3,482,284 and accrued and unpaid interest of $385,345. The
other Replacement Note ("Replacement Note 2") received a principal balance
of $22,017,716 and all other accrued and unpaid interest from the JMB Note
totaling $4,645,531 (including all of the default interest of $4,631,375).
The security, interest rate and maturity date for the Replacement Notes
remained unchanged from those under the JMB Note.
Through a series of transactions, JMB assigned and contributed
Replacement Note 2 to JMB Park Avenue, Inc., which is an indirect, wholly
owned subsidiary of JMB and the Corporate General Partner of the
Partnership. Effective October 8, 2004, the Corporate General Partner and
the Partnership entered into an Assignment and Contribution Agreement,
pursuant to which the Corporate General Partner assigned and contributed
Replacement Note 2 to the Partnership as an additional, voluntary
contribution of capital. This resulted in the release of the Partnership
from liability for repayment of Replacement Note 2 (with aggregate
principal and interest of $26,663,247). Due to the decrease in the
Partnership's outstanding indebtedness, interest accruals in future periods
will be substantially less. All accounts and interests of the Corporate
General Partner in the Partnership are to be adjusted to reflect this
contribution of capital. Replacement Note 1 remains as outstanding
indebtedness of the Partnership owed to JMB.
In connection with the Partial Redemption, the limited partnership
agreement of BFP, LP was amended (the "Amendment") to, among other things,
provide for the right of the Partnership to consent to the nomination of an
independent director to the board of directors of Brookfield Properties
Corporation ("BPC"), the parent company of the managing general partner of
BFP, LP. The Amendment also generally provides that in the event either
(i) a sale or other disposition of the 245 Park Avenue Building by BFP, LP
results in the recognition by the Partnership of gain for Federal income
tax purposes, or (ii) as a result of a merger or consolidation of BFP, LP,
the Partnership thereafter holds less than one-half of its Retained
Interest in a form which does not give rise to a material amount of gain
for Federal income tax purposes, the Partnership may elect to sell to BFP,
LP, or BFP, LP may elect to redeem from the Partnership, the Retained
Interest at its fair market value (as defined in the BFP, LP partnership
agreement) per Class A Unit, but in no event less than 80% ($8,790), and no
greater than 120% ($13,186), of the Redemption Distribution per Class A
Unit in the Redemption.
Under the terms of the Amendment, BFP, LP is obligated to use its
commercially reasonable efforts, in any agreement of merger or
consolidation entered into by BFP, LP on or before December 2007, to the
extent that the consideration is comprised in whole or in part of equity
interests, to provide for the Partnership to obtain its share of such
equity interests in a form such that the Partnership will not recognize a
material amount of gain for Federal income tax purposes. If BFP, LP,
having used its commercially reasonable efforts, is unable to provide for
the Partnership to receive such an equity interest, BFP, LP must pay to the
Partnership, in addition to the Partnership's share of the merger
consideration, a cash amount equal to the percentage of the merger
consideration in the form of equity multiplied by a number which is $14
million in 2003 and which is reduced by $1.5 million per year through the
year 2007.
BFP, LP has had the right to sell the 245 Park Avenue property without
the consent of the Partnership since January 2000. BFP, LP notified the
Partnership that it sold a 49% interest in the 245 Park Avenue property to
an unaffiliated third party on October 2, 2003. The Partnership has not
received, and does not expect to receive, any proceeds from the sale of the
49% interest in 245 Park Avenue. However, as a result of such transaction,
a substantial amount of gain for Federal and state income tax purposes was
allocated to the Holders of Interests without any distribution of cash.
Under certain circumstances, the Partnership may have obligations for
Federal or state withholding or estimated tax payments on behalf of certain
Holders of Interests. Notwithstanding any such obligations, the
Partnership believes that the Holders of Interests have the ultimate
responsibility for the timely filing of state and Federal tax returns and
the payment of all related taxes, including the reimbursement to the
Partnership of all withholding tax payments or estimated tax payments made
on their behalf.
Persons who are interested in obtaining information concerning BPC
should be aware that it files periodic reports and other information, which
includes information about BFP, LP and its assets and operations, with the
U.S. Securities and Exchange Commission ("SEC") pursuant to the Securities
Exchange Act of 1934 (the "Exchange Act"). BPC's filings with the SEC are
available to the public through the SEC's Electronic Data Gathering,
Analysis and Retrieval system accessible through the SEC's web site at
http://www.sec.gov. Interested persons also may read and copy any report,
statement or other information that BPC has filed with the SEC at its
Public Reference Room, 450 Fifth Street, N.W., Washington, D.C. 20549, or
may call the SEC for more information on obtaining information from the
SEC's public reference rooms. This description is provided for
informational purposes only. The Partnership does not prepare, and is not
responsible for the preparation of, any of BPC's reports or other
information it files with the SEC. Those reports and other information are
not intended to be incorporated by reference into this report on Form 10-Q,
and the Partnership has no responsibility for the accuracy of any
information included in BPC's reports or other information.
BFP, LP has a substantial amount of indebtedness outstanding. Any
proceeds from the sale of the buildings in which BFP, LP has an interest
would be first applied to repayment of the mortgage and other indebtedness
of BFP, LP. In any event, any net proceeds obtained by the Partnership
could then be available to satisfy Replacement Note 1 (previously
discussed) and any advances made by JMB. Only after such applications
would any remaining proceeds be available to be distributed to the Holders
of Interests. Similarly, in the event of a sale or other disposition of
the Retained Interest (including a redemption pursuant to an election
discussed above), the Partnership's share of the proceeds of such sale or
disposition would be available to satisfy Replacement Note 1 and any
advances made by JMB. Only after such application would remaining
proceeds, if any, be available to be distributed to the Holders of
Interests.
It is unlikely that the Holders of Interests ever will receive any
significant portion of their original investment. However, it is expected
that Holders of Interests will be allocated a substantial amount of
additional gain for Federal and state income tax purposes as a result of
transactions which may occur over the remaining term of the Partnership.
These transactions include (i) a sale or other disposition of BFP, LP's
remaining interest in the 245 Park Avenue property or other properties in
which BFP, LP owns an interest; (ii) a sale or other disposition of the
Partnership's interest in BFP, LP (including a redemption of the Retained
Interest); or (iii) a significant reduction in the indebtedness of the 245
Park Avenue property or other indebtedness of the Partnership for Federal
and state income tax purposes. Moreover, none of these transactions is
expected to result in Holders of Interests receiving any significant cash
distributions. The amount of gain for Federal and state income tax
purposes to be allocated to a Holder of Interests over the remaining term
of the Partnership is expected to be, at a minimum, equal to all or most of
the amount of such Holder's deficit capital account for tax purposes. Such
gain may be offset by suspended losses from prior years (if any) that have
been allocated to the Holder of Interests. The actual tax liability of
each Holder of Interests will depend on such Holder's own tax situation.
RESULTS OF OPERATIONS
The operations of the Partnership in 2004 have been funded in large
part by advances from JMB in 2004, which have totaled $147,000.
The decrease in cash at September 30, 2004 as compared to December 31,
2003 is due in part to payments for professional services and general and
administrative expenses in 2004, including amounts that were payable at
December 31, 2003. The decrease in cash was partially offset by the
advances from JMB.
An additional decrease in cash at September 30, 2004 as compared to
December 31, 2003 is primarily due to the required payment on behalf of a
Holder of Interests of approximately $41,000 paid by the Partnership in
2004. The Partnership has recorded a corresponding receivable due from
such Holder of Interests, however, since there is no assurance that the
Partnership will be able to collect all or any portion of the receivable
from such Holder of Interests, the Partnership recorded a provision for
doubtful receivables of approximately $51,000 in the second quarter of
2004, which includes approximately $10,000 from prior years' receivables
from such Holder of Interests.
The increase in accounts payable at September 30, 2004 as compared to
December 31, 2003 is primarily due to unpaid amounts for legal services at
September 30, 2004, in connection with the split of the JMB Note as
previously discussed.
The increase in professional services for the three months ended
September 30, 2004 as compared to the same period in 2003 is primarily due
to fees for legal services incurred during the three months ended
September 30, 2004. The decrease in professional services for the nine
months ended September 30, 2004 as compared to the same period in 2003 is
primarily due to higher costs for accounting services rendered in
connection with the partial redemption of the Partnership's interest in
BFP, LP in December 2002.
The increase in general and administrative expenses for the nine
months ended September 30, 2004 as compared to the same period in 2003 is
primarily due to the above-mentioned provision for doubtful receivables
recognized in the second quarter of 2004.
ITEM 4. CONTROLS AND PROCEDURES
Pursuant to Section 302 of the Sarbanes-Oxley Act and Rule 13a-15 of
the Securities Exchange Act of 1934 (the "Exchange Act") promulgated
thereunder, the principal executive officer and the principal financial
officer of the Partnership have evaluated the effectiveness of the
Partnership's disclosure controls and procedures as of the end of the
period covered by this report. Based on such evaluation, the principal
executive officer and the principal financial officer have concluded that
the Partnership's disclosure controls and procedures were effective as of
the end of the period covered by this report to ensure that information
required to be disclosed in this report was recorded, processed, summarized
and reported within the time period specified in the applicable rules and
form of the Securities and Exchange Commission for this report.
PART II. OTHER INFORMATION
ITEM 5. OTHER INFORMATION
As discussed under Management's Discussion and Analysis of Financial
Condition and Results of Operations, the Partnership was indebted to JMB
Realty Corporation ("JMB") under the JMB Note for an amount in excess of
$30.5 million. The JMB Note bore interest at 2% per annum, with interest
compounded annually, was secured by the Partnership's interest in BFP, LP
(including all distributions from BFP, LP) and had a maturity date of
January 2, 2006. On October 8, 2004, the Partnership and JMB entered into
an agreement to split the JMB Note into two separate replacement notes
payable to JMB. One of those notes ("Replacement Note 1") received a
principal balance of $3,482,284 and accrued and unpaid interest of
$385,345. The other replacement note ("Replacement Note 2") received a
principal balance of $22,017,716 and accrued and unpaid interest of
$4,645,531 (including default interest of $4,631,375). The security,
interest rate and maturity date for the Replacement Notes remained
unchanged from those under the JMB Note.
JMB's indirect, wholly owned subsidiary, JMB Park Avenue, Inc., is the
corporate general partner ("Corporate General Partner") of the Partnership.
Through a series of transactions, JMB assigned and contributed Replacement
Note 2 to the Corporate General Partner. Effective October 8, 2004, the
Corporate General Partner and the Partnership entered into an Assignment
and Contribution Agreement, pursuant to which the Corporate General Partner
assigned and contributed Replacement Note 2 to the Partnership as an
additional, voluntary contribution of capital. All accounts and interests
of the Corporate General Partner are to be adjusted to reflect this
contribution of capital. Replacement Note 1 remains as outstanding
indebtedness of the Partnership owed to JMB.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
3.1. Amended and Restated Agreement of Limited Partnership of
the Partnership is hereby incorporated herein by
reference to the Partnership's Report for June 30, 2002
on Form 10-Q (File No. 0-13545) dated August 21, 2002.
3.2. Amendment to the Amended and Restated Agreement of
Limited Partnership of JMB/245 Park Avenue Associates,
Ltd. by and between JMB Park Avenue, Inc. and Park
Associates, L.P. dated January 1, 1994 is hereby
incorporated herein by reference to Exhibit 3-B to the
Partnership's Report for March 31, 1995 on Form 10-Q
(File No. 0-13545) dated May 11, 1995.
4.1 Security Agreement, dated May 7, 2001, by JMB/245 Park
Avenue Associates, Ltd. in favor of JMB Realty
Corporation is filed herewith.
4.2 Note Split Agreement, dated October 8, 2004, by and
between JMB Realty Corporation and JMB/245 Park Avenue
Associates, Ltd. is filed herewith.
4.3 Replacement Note #1 to Second Amended and Restated
Promissory Note, dated October 8, 2004, in the original
principal amount of $3,482,283.71 is filed herewith.
4.4 Replacement Note #2 to Second Amended and Restated
Promissory Note, dated October 8, 2004, in the original
principal amount of $22,017,716.29 is filed herewith.
4.5 Assignment and Contribution Agreement, dated October 8,
2004, by and between JMB Park Avenue, Inc. and JMB/245
Park Avenue Associates, Ltd. is filed herewith.
31.1. Certification of Principal Executive Officer Pursuant
to Rule 13a-14(a)/15d-14(a) of the Securities and
Exchange Act of 1934, as amended, is filed herewith.
31.2. Certification of Principal Financial Officer Pursuant
to Rule 13a-14(a)/15d-14(a) of the Securities and
Exchange Act of 1934, as amended, is filed herewith.
32. Certifications pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002 are furnished herewith.
(b) No reports on Form 8-K were filed during the quarter for
which this report is 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.
JMB/245 PARK AVENUE ASSOCIATES, LTD.
BY: JMB Park Avenue, Inc.
Corporate General Partner
By: GAILEN J. HULL
Gailen J. Hull, Vice President
Date: November 10, 2004
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following person in the capacities
and on the date indicated.
By: GAILEN J. HULL
Gailen J. Hull, Chief Financial Officer
and Principal Accounting Officer
Date: November 10, 2004