Back to GetFilings.com

Table of Contents

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 10-K

For the fiscal year ended December 31, 2002 or

For the transition period from _____________ to _____________

Commission file number 0-17672

Registrant’s telephone number, including area code:  (818) 907-0400

Securities registered pursuant to Section 12(b) of the Act:

NONE

Securities registered pursuant to Section 12(g) of the Act:

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.

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form  10-K.  x

DOCUMENTS INCORPORATED BY REFERENCE
See Index to Exhibits contained herein.

Table of Contents

PART I

ITEM 1.     Business.

                    Forward Looking Statements

                    This 10-K Report includes certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.  These statements are based on management’s current expectations and assumptions and are subject to uncertainty and changes in circumstances.  Actual results may differ materially from these expectations due to changes in global, economic, business, competitive, market and regulatory factors.  The Registrant undertakes no obligation to update publicly any forward-looking statements for any reason even if new information becomes available or other events occur in the future.

                    General

                    Tower Park Marina Investors, L.P. (formerly PS Marina Investors I), a California Limited Partnership (“Registrant”), is a publicly held limited partnership organized on January 6, 1988 under the California Revised Limited Partnership Act.  Commencing August 4, 1988, Registrant offered 12,000 units (including options) of limited partnership interest (the “Units”) to the public at $5,000 per Unit in an interstate offering.  The offering was terminated on November 27, 1989, with limited partners purchasing 4,508 Units for an aggregate purchase price of $22,540,000. 

                    Registrant’s general partners (the “General Partners”) were originally Westrec Investors, Inc., (formerly PS Marina Investors, Inc.) a California corporation (the “Corporate General Partner”) and B. Wayne Hughes (“Mr. Hughes”).  Effective March 1, 1997 Tower Park Marina Operating Corporation, a wholly-owned subsidiary of Westrec Financial, Inc., a California corporation (“Westrec Financial”) was substituted for Mr. Hughes.  The Corporate General Partner is a wholly-owned subsidiary of Westrec Properties, Inc., a California corporation (“Westrec Properties”), which is a wholly-owned subsidiary of Westrec Financial.  The limited partners of Registrant have no right to participate in the management or conduct of Registrant’s business and affairs.

                    Registrant has entered into a management agreement with Westrec Marina Management, Inc. (“WMMI”), a California corporation and a wholly-owned subsidiary of Westrec Financial, whereby WMMI has agreed to manage Registrant’s properties for monthly fees generally equal to 6% of gross

2

Table of Contents

 revenues from the operation of Tower Park Marina.  The management agreement is cancelable on 60 days’ notice by either party with or without cause.  WMMI also manages marina properties for other entities affiliated with the General Partners and for unaffiliated third parties.

                    Registrant was formed to acquire and improve existing marinas and related facilities and, to a lesser extent, to develop marina facilities.  Marina facilities typically contain wet and/or dry boat storage facilities, gasoline sales facilities and may contain one or more related facilities such as a recreational vehicle (“RV”) or campground facilities, boat trailer storage facilities, boat rental and sales facilities, restaurants or similar facilities, and boat supply and sundries stores.  Substantially all of the Registrant’s income is derived from the rental of wet and/or dry boat storage facilities and related facilities such as R.V. facilities and boat trailer storage facilities, and from the receipt of rental payments under leases or subleases.

                    Registrant’s principal investment objectives are to (1) preserve and protect Registrant’s invested capital; (2) provide cash distributions from property operations; (3) maximize the potential for appreciation in value of Registrant’s property; and (4) build up equity through the reduction of the mortgage loan on Registrant’s property.

                    The General Partners or an affiliate supervise the construction of improvements to Registrant’s property.

                    As of December 31, 2002 and 2001, Registrant owned one property, known as Tower Park Marina.  Reference is made to Item 2 for summary information about this property.

                    Registrant competes in the operation of its property with other entities, some of which may have greater resources than Registrant.  The primary factors upon which competition is based are location, the manner in which the property is managed and marketed, the nature and quality of facilities and rental rates.  Registrant’s property may encounter competition from other marinas which are located near it, and no assurance can be given that additional competing marinas will not be developed in the vicinity of the property.  Affiliates of the General Partners operate a marina in the vicinity of Registrant’s marina, and the General Partners or their affiliates may organize future partnerships or other entities to own and operate marinas which may compete with Registrant’s property.  The General Partners and their affiliates,

3

Table of Contents

including in particular WMMI, may also manage marinas owned by unaffiliated third parties which may compete with Registrant’s property.

                    A portion of the Registrant’s Tower Park Marina is operated under a lease with the California State Lands Commission (“CSLC”).  Registrant’s assignment or sublease of its rights under this agreement would require the consent of the CSLC.  An uncured breach of any of the conditions of the CSLC lease would constitute grounds for revocation of the lease.  Effective January 1, 1999 the CSLC lease was extended until December 31, 2023.

                    Marinas are subject to numerous governmental regulations, particularly environmental regulations, such as water pollution and water quality control regulations, and other miscellaneous regulatory requirements.  Failure to comply with those regulations would constitute grounds for revocation of the CSLC lease when such failure affects the leased property.  Any licensee or subtenant of Registrant is also required to comply with such regulations.

                    Registrant and its sublessees are subject to certain reporting requirements relating to any water pollution caused by their operations, such as the California Safe Drinking Water and Toxic Enforcement Act of 1986 (“California Proposition 65”).  California Proposition 65 contains a prohibition on discharging specified toxic chemicals into water or land where such chemicals pass (or probably will pass) into any source of drinking water.  Civil penalties have been established for violations of California Proposition 65 and actions may also be brought.  Registrant and its sublessees must comply with applicable laws concerning the lawful handling and disposal of certain products used in and generated by the operation of its marina, such as oil, paint, sewage and fuel.  Registrant and its sublessees must also comply with applicable federal, state and local laws concerning aboveground storage tanks.  If any leaks from storage tanks or spillage or disposal from other operations (such as the loading of gasoline into boats by Registrant or its sublessees or the disposal of paint, oil and other products used in the repair of boats) causes or has caused contamination of the soil or the water, Registrant and its sublessees will be required to comply with federal, state and local laws relating to “hazardous waste” clean-up and Registrant and its sublessees may have to incur expenses to dispose of the hazardous waste in a lawful manner.  If other parties contribute or have contributed to water or soil contamination at Tower Park Marina, Registrant

4

Table of Contents

would be able to seek reimbursement from such other parties in connection with the payment by Registrant of any expenses to comply with such regulations. 

                    In November 1991, contamination was discovered in the area surrounding a fuel storage tank at Tower Park Marina. Currently, the California Regional Water Quality Control Board has required groundwater sampling and monitoring on a quarterly basis.  The Registrant continues to engage environmental consultants to perform the monitoring.  At this time, the extent of contamination that exists is not known and as such the cost of remediation cannot be estimated.  To date the Registrant has incurred $107,000 in monitoring costs.  Included in cost of operations for the year ended December 31, 2002 is $6,000 of monitoring costs.

                    Tower Park Marina is also subject to a variety of federal, state and local laws affecting the development or improvement of the property, including laws and regulations relating to environmental factors.  Difficulties or failures in obtaining required approvals could delay or prevent any future improvement at the property.

                    The operations at Tower Park Marina are influenced by factors that affect the boating industry both locally and nationally, with activity at Tower Park Marina increasing seasonally during the period April through October of each year.

                    There are 29 persons who render service on behalf of Registrant on a full-time basis, and 7 persons who render services on a part-time basis.  These persons include managers, assistant managers, relief managers, area managers, accounting, administrative and clerical personnel, construction, dock personnel and development and supervision personnel.  The persons rendering services on a part-time basis may also render services on behalf of one or more of WMMI, Westrec Financial, other partnerships organized by Westrec Financial and other persons or entities owning properties managed by WMMI.

                    The term of Registrant’s Partnership Agreement is until the property has been sold and, in any event, not later than December 31, 2038. 

ITEM 2.     Property.

                    As of December 31, 2002, the Registrant owned Tower Park Marina, which is located in San Joaquin County, California. The property was acquired on February 1, 1988.  Tower Park Marina is

5

Table of Contents

situated on 44.5 acres, of which 14 acres are leased from the California State Lands Commission (the “CSLC Lease”).  Tower Park Marina improvements and operations currently consist of the following:  (a) 205 covered slips contained in 17 covered sheds; (b) 145 open slips; (c) end ties for approximately 17 boats; (d) an RV facility containing approximately 390 existing spaces; (e) a gas dock facility; (f) three warehouse buildings utilized as a restaurant and bar, store, boat sales offices, and maintenance shop containing three covered dry boat storage areas with capacity for approximately 65 boats; and (g) additional dry storage areas with capacity for approximately 67 boats.  The covered boat slips at Tower Park Marina are typically rented on a month to month basis.  Most of the open boat slips and the lineal boat dockage at Tower Park Marina are rented on a monthly, weekly or daily basis.  The RV facility consists of permanent (rented on an annual basis) RV camping and transient RV camping.  As of March 25, 2003, the permanent wet slip facilities (consisting of 206 slips) were approximately 71.4% leased and the permanent RV spaces (consisting of 129 spaces) were approximately 82.9% leased. 

                    The CSLC Lease provides for annual rent based on gross receipts, with minimum annual rent of $40,000.  For the year ended December 31, 2002, rent expense for the CSLC Lease was $40,000.

ITEM 3.     Legal Proceedings.

                    None.

ITEM 4.     Submission of Matters to a Vote of Security Holders.

                    No matters were submitted to a vote of security holders during the fourth quarter of 2002.

PART II

ITEM 5.     Market for Registrant’s Common Equity and Related Stockholder Matters.

                    Registrant has no common stock.

                    The Units are not listed on any national securities exchange or quoted on the NASDAQ System, and there is no established public trading market for the Units.  Secondary sales activity for the Units has been limited and sporadic.  The General Partners monitor transfers of the Units because the admission of the transferee as a substitute limited partner requires the consent of the General Partners under the Partnership Agreement.  However, the General Partners do not monitor or regularly receive or maintain information regarding the prices at which secondary sales transactions in the Units have been

6

Table of Contents

effectuated.  Various organizations offer to purchase and sell limited partnership interests (including securities of the type such as the Units) in secondary sales transactions.  Various publications such as Investment Advisor summarize and report information (on a monthly, bi-monthly or less frequent basis) regarding secondary sales transactions in certain limited partnership interests, including the prices at which such secondary sales transactions are effected.

                    As of December 31, 2002, WMMI has acquired 677 Units in the Registrant, representing 15.0% of the outstanding units at an average price of $228 per unit.

                    Exclusive of the General Partners’ interest in Registrant, as of December 31, 2002, there were approximately 936 Unit holders of record.

                    If applicable, Registrant makes quarterly distributions of all “Cash Flow from Operations” and of all “Cash from Sales or Refinancing”, subject to the provisions enumerated below.  Cash Flow from Operations, as defined in the Registrant’s Partnership Agreement, is the total cash receipts of the Registrant from the operations of the Registrant’s business, which includes, but is not limited to, cash receipts from the rental of the Registrant’s properties, and which excludes Cash from Sales or Refinancing, less:  (i) all operating expenses other than non-cash expenses such as depreciation and amortization; (ii) all principal and interest payments on any loans or advances; (iii) any sums expended for capital improvements or replacements (excluding amounts paid from funds provided by capital contributions); and (iv) a cash reserve for working capital or other purposes, the amount of which shall be determined by the General Partners.  Cash from Sales or Refinancing, as defined in the Partnership Agreement, is the net proceeds to Registrant from all sales, exchanges and refinancing of Registrant’s properties, less payment of indebtedness relating to such properties and adequate cash reserves from such net proceeds for other obligations of Registrant for which there is no provision; however, Cash from Sales or Refinancing does not include any proceeds reinvested in properties.

                    As a result of Registrant’s continued operating deficits, distributions have been suspended since June 30, 1991.  See Item 6 and 7 for a more detailed discussion of the Registrant’s operating results.

7

Table of Contents

ITEM 6.     Selected Financial Data.

                    The data set forth below should be read in connection with the Consolidated Financial Statements and Notes thereto appearing elsewhere herein, and Management’s Discussion and Analysis of Financial Condition and Results of Operations.

(In thousands of dollars, except per unit information)

8

Table of Contents

ITEM 7.     Management’s Discussion and Analysis of Financial Condition and Results of Operations.

                    In August 1988 the Registrant commenced an offering of up to 12,000 Units of limited partnership interest to the public at a price of $5,000 per Unit.  The offering was terminated on      November 27, 1989 after the sale of 4,508 Units.

                    Tower Park Marina was purchased in February 1988 and as of December 31, 2002, $11,074,000 had been incurred in capital costs associated with its acquisition and subsequent improvement.

                    The operations of the Registrant’s marina are influenced by factors affecting the marina and boating industries nationally, as well as by local market and weather conditions. 

                    Presentation of Financial Statements

                    The financial statements of the Partnership reflect the Partnership’s ongoing business in the slip rental, RV parking, retail sales, fuel sales and other segments and the discontinuance of its restaurant and boat service segments.  The restaurant and boat service segments are now classified as discontinued operations.  Financial statements of prior periods have been restated to reflect the Partnership’s decision to discontinue the restaurant and boat service operations.

                    Results of Operations

                    Historically, the Partnership’s revenues were generated primarily from slip rentals, RV parking, retail sales, fuel sales and the restaurant and boat service segments.

                    2002 Compared to 2001

                    For the year ended December 31, 2002, the Registrant reported a net loss before discontinued operations of $369,000, an improvement of $74,000 over 2001.  The improvement is the net result of decreased operating costs and a $68,000 decline in interest expense.  The savings in interest are the result of lower interest costs on advances from affiliates.  Included in the net loss of $369,000 is $270,000 of depreciation and amortization.  Excluding these non-cash items, the Registrant incurred a cash flow deficit of $99,000.  This deficit was covered by additional advances from the General Partner and by the deferral of interest and management fee payments due to the General Partner and/or its affiliates.

                    For the year ended December 31, 2002, the net operating cash flow (Tower Park’s operating

9

Table of Contents

income before debt service, depreciation, amortization and partnership administrative costs) for Tower Park Marina was $467,000, compared to $339,000 in 2001.  Tower Park Marina’s slip rental revenues (which includes both wet slip and dry storage revenues) remained stable, increasing slightly by $7,000 to $703,000 in 2002, which is attributable to a slight increase in occupancies.

                    RV park revenues also remained stable in 2002, increasing $9,000 to $908,000.

                    Retail sales declined $5,000 to $418,000; however, net operating income from retail sales increased $4,000 to $69,000 in 2002 due to slightly improved margins.

                    Fuel service revenues declined $29,000 to $214,000 due to lower costs and lower retail prices, with operating income from fuel sales declining $11,000 to $33,000.

                    Water and sewer revenues decreased $38,000, which was primarily due to decreased usage and demand.  Water and sewer expenses declined $15,000 partially in response to the decrease in usage offset by slight increases in administrative costs.

                    Lease income increased $15,000 as a result of a full year of lease income from the restaurant tenant (seven months in 2001).

                    Cost of operations declined $22,000, which was primarily the result of declining utilities and property taxes, offset by increasing repair and maintenance expenses.

                    Interest expense declined $68,000, which was primarily the result of a $65,000 decline in interest paid to affiliates because of lower interest rates.

                    Depreciation and amortization increased $32,000 in 2002 due to the amortization of new improvements at Tower Park Marina.

                    2001 Compared to 2000

                    For the year ended December 31, 2001, the Registrant reported a net loss before extraordinary item of $463,000, a decline of $35,000 over 2000.  The decline was the net result of increased operating costs, offset by a $53,000 decline in interest expense.  The savings in interest were the result of lower interest costs on advances from affiliates.  Included in the net loss of $463,000 is $238,000 of depreciation and amortization.  Excluding these non-cash items, the Registrant incurred a cash flow deficit of $225,000.  This deficit was covered by additional advances from the General Partner and by the

10

Table of Contents

deferral of interest and management fee payments due to the General Partner and/or its affiliates.

                    For the year ended December 31, 2001, the net operating cash flow (Tower Park’s operating income before debt service, depreciation, amortization and partnership administrative costs) for Tower Park Marina was $339,000, compared to $304,000 in 2000.  Tower Park Marina’s slip rental revenues (which includes both wet slip and dry storage revenues) declined $14,000 to $696,000 in 2001, which is attributable to a slight decline in occupancies.

                    RV park revenues increased $137,000 to $899,000 in 2001, due to higher occupancies and increased rates.

                    In response to numerous customer complaints during 1999, management implemented a program to increase the operating hours of the restaurant and bar at Tower Park Marina.  Due to the disappointing results of the changes the restaurant operations were significantly curtailed beginning January 1, 2001.

                    Retail sales declined $29,000 to $423,000, with net operating income from retail sales declining $38,000 to $65,000 in 2001.

                    Fuel sales declined $9,000 to $243,000 due to lower costs and lower retail prices.  Operating income from fuel sales rose $8,000 to $44,000 as a result of improved margins.

                    Water and sewer revenues increased $24,000, which was primarily due to increased usage and demand.  Water and sewer expenses increased $54,000 partially in response to the increase in usage and also as a result of increased administrative costs.

                    Lease income increased $37,000.  The Registrant has entered into a five year lease with an independent restaurant operator that commenced May 1, 2001.  The lease requires payments of 4% of gross revenues (escalating to 7% by year four) with a minimum of $2,000 per month.

                    Boat service revenue declined $27,000 to $46,000, due to Registrant limiting the level of service it offers to customers to a minimum, while it continued its attempt to secure an operator to lease the facility.  Although revenues declined, the net operating deficit incurred improved $5,000 to $16,000.  These operations were included as part of discontinued operations.

                    Other income increased $12,000 due primarily to a $10,000 payment received from a cellular

11

Table of Contents

service provider for leasing space for a cell tower.

                    Cost of operations increased $132,000, which was primarily the result of a $60,000 increase in maintenance costs and a $49,000 increase in utility costs.

                    Interest expense declined $53,000, which was primarily the result of a $49,000 decline in interest paid to affiliates because of lower interest rates.

                    Depreciation and amortization increased $31,000 in 2001 due to the amortization of new improvements at Tower Park Marina.

                    Management fees declined $14,000 in 2001 due primarily to the leasing of the restaurant.

                    Liquidity and Capital Resources

                    Since its inception in 1988 the Registrant has operated at a deficit.   These deficits have been partially covered by advances from the General Partners ($4,551,000 through December 31, 2002) and cash reserves.

                    The CSLC Lease requires minimum quarterly payments of $10,000 and the note secured by Tower Park requires monthly payments of $20,000.

                    Tower Park’s 2002 net operating cash flow of $467,000 reflects $127,000 of management fees paid to an affiliate of the Corporate General Partner.  As payments to the Corporate General Partner or its affiliates can be deferred, as necessary, the amount available for making the Registrant’s annual debt service payments of $237,000 was approximately $594,000.  As expenditures for capital improvements are discretionary, the amount and timing of these expenditures can be adjusted based on the operating results and cash flow of the Registrant.

                    Registrant’s ability to continue to operate through 2003 and beyond is contingent on, among other factors, the improvement in Tower Park Marina operations and either continued advances from the General Partners or the deferral of payments to the General Partners or their affiliates for management fees and interest.  There can be no assurance that these conditions will be met or that the Registrant will be able to continue as a going concern.

ITEM 7A.   Quantitative and Qualitative Disclosures about Market Risk

                    The Registrant is exposed to changes in interest rates from its financing arrangement with its

12

Table of Contents

General Partners.  The Registrant’s mortgage note payable bears interest at a fixed rate.  See Note 5 to the Financial Statements for terms, valuations, and principal maturity of the mortgage note as of December 31, 2002.  Based on the market rate of the mortgage note, its fair value at December 31, 2002 is deemed to be the carrying value, $1,962,000.

ITEM 8.     Financial Statements and Supplementary Data.

                    Registrant’s financial statements are included elsewhere herein.  Reference is made to the Index to Financial Statements and Financial Statement Schedule in Item 14(a).

ITEM 9.     Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

                    None.

PART III

ITEM 10.    Directors and Executive Officers of Registrant.

                    Registrant has no directors or executive officers.

                    Registrant’s General Partners are Westrec Investors, Inc. (formerly “PS Marina Investors, Inc.”) and Tower Park Marina Operating Corporation (substituted for B. Wayne Hughes in 1997).  The Corporate General Partner, acting through its directors and executive officers, is responsible for the day-to-day operations of Registrant.  Registrant’s properties are managed and operated by Westrec Marina Management, Inc. (“WMMI”), a wholly-owned subsidiary of Westrec Financial.

                    The names and ages of all directors and executive officers of the Corporate General Partner, and the executive officer of WMMI who perform significant policy-making or operational functions for Registrant, the offices held by each of them, the dates of their elections to such offices, and their business experience during the past five years are set forth below. 

13

Table of Contents

                    Pursuant to Articles 16 and 17 of Registrant’s Partnership Agreement, a copy of which is included in Registrant’s prospectus included in SEC Registration No. 33-21021, each of the General Partners continues to serve until (i) death, insanity, insolvency, bankruptcy or dissolution, (ii) withdrawal with the consent of the other General Partner and a majority vote of the limited partners, or (iii) removal by a majority vote of the limited partners.

                    Each director of the General Partners serves until he resigns or is removed from office by Westrec Properties or Westrec Financial, and may resign or be removed from office at any time with or without cause.  Each officer of the General Partners serves until he resigns or is removed by the board of directors of that General Partner.  Any such officer may resign or be removed from office at any time with

14

Table of Contents

or without cause.  No such officer was selected as such pursuant to any arrangement or understanding between such officer and any other person.

                    Compliance with Section 16(a) of the Securities Exchange Act of 1934

                    Section 16(a) of the Securities Exchange Act of 1934 requires the Registrant’s General Partners, and the directors and executive officers of the Corporate General Partner, and persons who own more than ten percent of the Registrant’s Units, to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of Units.  General Partners, officers, directors and greater than ten-percent Unitholders are required by SEC regulation to furnish the Registrant with copies of all Section 16(a) forms they file.

                    To the Registrant’s knowledge, based solely on review of the copies of such reports furnished to the Registrant and written representations that no other reports were required, during the fiscal year ended December 31, 2002, all Section 16(a) filing requirements applicable to its General Partners, the executive officers and directors of the Corporate General Partner and greater than ten-percent beneficial owners of the Registrant were complied with.

ITEM 11.    Executive Compensation.

                    Registrant has no directors or officers.  See Item 13 for a description of certain transactions between Registrant and its General Partners and their affiliates.

ITEM 12.    Security Ownership of Certain Beneficial Owners and Management.

                    (a)     Except as specified below, as of the date hereof, no person is known by Registrant to own beneficially more than 5% of the Units of limited partnership interest;

                    (b)     Registrant has no officers or directors.

                              As of December 31, 2002, the General Partners have contributed an aggregate of $1,000 to the capital of Registrant.  None of the directors and officers of the Corporate General Partner own

15

Table of Contents

any Units of limited partnership interest of Registrant.  The Corporate General Partner is a wholly-owned subsidiary of Westrec Properties.

                              Westrec Financial (which may be deemed a parent of Registrant) has two classes of stock outstanding, common stock and Convertible Participating Preferred Stock (the “Preferred Stock”) which votes together with the common stock, except for the election of directors.  Michael M. Sachs, an officer and director of Westrec Financial and the Corporate General Partner owns 100% of the common stock of Westrec Financial.  As of December 31, 2002 there was no Preferred Stock outstanding. 

                    To date, WMMI has acquired 691 Units (677 Units at December 31, 2002) in the Registrant, representing 15.3% of the outstanding units.  WMMI’s business address is 16633 Ventura Boulevard, 6^th Floor, Encino, California, 91436.

                    (c)     Registrant knows of no contractual arrangements, the operation of the terms of which may at a subsequent date result in a change in control of Registrant, except as described above and except for Articles 16, 17 and 21.1 of Registrant’s Partnership Agreement, a copy of which is included in Registrant’s prospectus included in SEC Registration Statement No. 33-21021.  Those articles provide, in substance, that the limited partners shall have the right, by majority vote, to remove a general partner and that a general partner may designate a successor with the consent of the other general partner and a majority of the limited partners.

ITEM 13.    Certain Relationships and Related Transactions.

                    The Registrant’s prospectus included in SEC Registration Statement No. 33-21021 discloses that the General Partners and their affiliates are entitled to the following compensation:

                    1.     Acquisition and Development Fees to be paid to the General Partners or their affiliates for their services in connection with the analysis, research, negotiation, documentation, acquisition, construction and development related to investments for Registrant, in an amount equal to 6% of the purchase price or the cost of construction of the properties.  Cumulative Acquisition and Development Fees paid to the General Partners and their affiliates through December 31, 2002 totaled $1,652,000, ($13,000 of which was paid in 2002).

                    2.     Loan Brokerage Fee to be paid to the General Partners or their affiliates for their

16

Table of Contents

services in negotiating and obtaining permanent financing on properties from an unaffiliated lender, in an amount equal to 1% of the principal amount of the financing or refinancing, which would be reduced to the extent any other loan brokerage fee is paid to any other loan broker in connection with the transaction.  Loan Brokerage Fees paid to the General Partners and their affiliates through December 31, 2002 totaled $96,000 (none of which was paid in 2002).

                    3.     The Corporate General Partner made advances to Registrant during 1998, 1999, 2000, 2001 and 2002 to cover operating deficits and capital expenditures.  At December 31, 2002, these advances totaled $4,551,000 and accrue interest at prime plus 1% (5.25% at December 31, 2002).  Interest paid or accrued to the Corporate General Partner for 2002 totaled $241,000.

                    4.     The General Partners are entitled to receive a percentage of distributions of Cash Flow from Operations and Cash from Sales and Refinancing with respect to any fiscal year.  The General Partners have agreed to reduce their share of any future distributions to 1%.  No such distributions were made during 2002 and none are expected in 2003.

                    Registrant and WMMI, a subsidiary of Westrec Financial, have entered into management agreements, a copy of the form of which is included as an exhibit to Registrant’s Registration Statement, SEC Registration Statement No. 33-21021.  Under the terms of those agreements, WMMI is entitled to receive as compensation for its management services a property management fee, payable monthly, in an amount equal to the sum of (i) 6% of the “Gross Revenue” from operations of the properties and (ii) 6% of the “Net Sales Revenue” from operations of the properties.  The term “Gross Revenue” means all receipts (net of security deposits returned to the tenants) of Registrant from the operations of the properties, including without limitation, rental payments of lessees of space in the marinas, vending machine or concessionaire revenues, maintenance charges, if any, paid by the tenants of the marinas in addition to basic rent, parking fees, if any, revenues from boat rentals or campground rentals, if any, and rental payments received under any subleases, but excluding all revenues from the sale of goods or merchandise (other than vending machine and concessionaire revenues), including gasoline.  The term “Net Sales Revenue” means all receipts of Registrant from the properties from the sale of goods or merchandise (other than vending machine and concessionaire revenues), including gasoline, minus the direct cost of the goods sold (not

17

Table of Contents

including any overhead costs of Registrant).  The management fee will cover, without additional expense to Registrant, the time WMMI’s executive officers expend on project management and WMMI’s overhead costs such as its expenses for rent, utilities and servicing of Registrant’s accounts payable.  During 2002, $127,000 was paid or accrued by Registrant to WMMI pursuant to the management agreements.

ITEM 14.    Controls and Procedures

                    Within 90 days prior to the date of this report, we carried out an evaluation, under the supervision and with the participation of our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures.  Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures are effective in timely alerting them to material information required to be included in our periodic SEC reports.  It should be noted that the design of any system of controls is based in part upon certain assumptions, and there can be no assurance that any design will succeed in achieving its stated goals.

                    In addition, we reviewed our internal controls, and there have been no significant changes in our internal controls or in other factors that could significantly affect those controls subsequent to the date of their last evaluation.

18

Table of Contents

PART IV

19

Table of Contents

SIGNATURES

                    Pursuant to the requirements of Section 13 or 15(d) 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.

                    Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Table of Contents

CERTIFICATION

I, Michael M. Sachs, President, Secretary and Director of Westrec Investors, Inc., the Corporate General Partner of the Registrant (principal executive officer) certify that:

Table of Contents

CERTIFICATION

I, William W. Anderson, Director of Westrec Investors, Inc., the Corporate General Partner of the Registrant (principal operating officer) certify that:

Table of Contents

CERTIFICATION

I, Jeffrey K. Ellis, Vice President and Chief Financial Officer of Westrec Investors, Inc., the Corporate General Partner of the Registrant (principal financial officer and principal accounting officer) certify that:

Table of Contents

CERTIFICATION

                    In connection with the Annual Report of Tower Park Marina Investors, LP (the “Company”) on Form 10K for the fiscal year ended December 31, 2002 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

Table of Contents

INDEX TO EXHIBITS

Table of Contents

TOWER PARK MARINA INVESTORS, L.P.,
(formerly PS MARINA INVESTORS I)
a California Limited Partnership

Index to Financial Statements and Schedules
(Item 14 (a))

                   All other schedules have been omitted since the required information is not present or not present in amounts sufficient to require submission of the schedule, or because the information is included in the financial statements or the notes thereto.

Table of Contents

REPORT OF INDEPENDENT AUDITORS

The Partners
Tower Park Marina Investors, L.P.,
(formerly PS Marina Investors I),
a California Limited Partnership
and Subsidiary

We have audited the accompanying consolidated balance sheets of Tower Park Marina Investors, L.P. (formerly PS Marina Investors I), a California Limited Partnership, and Subsidiary (the Partnership), as of December 31, 2002 and 2001, and the related consolidated statements of operations, changes in partners’ deficit, and cash flows for the years ended December 31, 2002, 2001 and 2000.  Our audits also included the financial statement schedule as of December 31, 2002 listed in the accompanying index at Item 15(a).  These consolidated financial statements and schedule are the responsibility of the Partnership’s management.  Our responsibility is to express an opinion on these consolidated financial statements and schedule based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Tower Park Marina Investors, L.P. (formerly PS Marina Investors I), a California Limited Partnership, and Subsidiary as of December 31, 2002 and 2001, and the results of their operations and cash flows for the years ended December 31, 2002, 2001 and 2000, in conformity with accounting principles generally accepted in the United States of America.  Also, in our opinion the related financial statement schedule as of December 31, 2002, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth thereon.

The accompanying financial statements have been prepared assuming that the Partnership will continue as a going concern.  As discussed in Note 11, the Partnership’s property is not generating a satisfactory level of cash flow and cash flow projections do not indicate significant improvement in the near term.  These circumstances raise substantial doubt about the Partnership’s ability to recover the carrying value of its assets (notwithstanding the writedown of the marina facility to its net realizable value) and to continue as a going concern.  The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Partnership to continue as a going concern. 

F-1

Table of Contents

TOWER PARK MARINA INVESTORS, L.P
(formerly PS MARINA INVESTORS I)
a California Limited Partnership and Subsidiary

CONSOLIDATED BALANCE SHEETS

See accompanying notes and report of independent auditors.

F-2

Table of Contents

TOWER PARK MARINA INVESTORS, L.P.
(formerly PS MARINA INVESTORS I)
a California Limited Partnership and Subsidiary

CONSOLIDATED STATEMENTS OF OPERATIONS

For the years ended December 31, 2002, 2001 and 2000

See accompanying notes and report of independent auditors.

F-3

Table of Contents

TOWER PARK MARINA INVESTORS, L.P.
(formerly PS MARINA INVESTORS I)
a California Limited Partnership and Subsidiary

CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS’ DEFICIT

For the years ended December 31, 2002, 2001 and 2000

See accompanying notes and report of independent auditors.

F-4

Table of Contents

TOWER PARK MARINA INVESTORS, L.P.
(formerly PS MARINA INVESTORS I)
a California Limited Partnership and Subsidiary

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the years ended December 31, 2002, 2001 and 2000

See accompanying notes and report of independent auditors.

F-5

Table of Contents

TOWER PARK MARINA INVESTORS, L.P.
(formerly PS MARINA INVESTORS I)
a California Limited Partnership and Subsidiary

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2002

F-6

Table of Contents

TOWER PARK MARINA INVESTORS, L.P.
(formerly PS MARINA INVESTORS I)
a California Limited Partnership and Subsidiary

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2002