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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- ---------- EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the year ended December 31, 1995
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
- ---------- SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from ________ to ________.
Commission File Number 0-7798
FIRST WILKOW VENTURE, A LIMITED PARTNERSHIP
(Exact Name of Registrant as Specified in Its Charter)
Illinois 36-6169280
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(State of Organization) (I.R.S. Employer Identification No.)
180 North Michigan Avenue, Chicago, Illinois 60601
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(Address of Principal Executive Offices)
Registrant's Telephone Number, including area code: (312) 726-9622
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Securities Registered Pursuant to Section 12(h) of the Act: None
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Securities Registered Pursuant to Section 12(g) of the Act:
Units of Partnership Interest, Exchange Value $82
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(Title of Class)
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
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The Registrant's units of limited partnership interest are not traded in a
regulated market. The restrictions on the sale, transfer, assignment or pledge
of partnership units are described in the Agreement of Limited Partnership of
the Registrant.
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PART I
ITEM 1 - BUSINESS
ORGANIZATION
First Wilkow Venture (the "Registrant") is a limited partnership composed
of 484 limited partners and two general partners who are Marc R. Wilkow and
Clifton J. Wilkow.
Marc R. Wilkow and Clifton J. Wilkow have been engaged in real estate
activities for over 19 years as officers of M & J Wilkow, Ltd., a closely held
corporation, and certain affiliated companies which have been involved (through
their predecessors in interest) in the acquisition, sale, development, leasing,
operation, brokerage and management of real estate since 1939.
Marc R. Wilkow is also president and sole director and stockholder of the
law firm of Wilkow & Wilkow, P.C., which is the general counsel for the
Registrant.
All of the above entities, including the Registrant, have their principal
offices at 180 North Michigan Avenue in Chicago, Illinois 60601. M & J Wilkow,
Ltd. and its affiliated companies have a combined administrative staff of 35
and ancillary clerical, office and maintenance staff of approximately 105.
The Registrant employs approximately three people who are management and
maintenance personnel in connection with the operation of certain wholly owned
properties.
DESCRIPTION OF BUSINESS
The Registrant owns outright or otherwise has participatory ownership
interests in real property for investment purposes. At December 31, 1995,
there are 31 properties in which the Registrant has interests, divided among
residential, commercial and industrial buildings, shopping centers, and
undeveloped land. Twenty-five of the properties are neither owned nor leased
by the Registrant directly, but are owned by the Registrant in participation
with other partnerships, some of which the Registrant has contracted for a
priority position with respect to the receipt of cash distributions. These
properties break down into the following categories: three are residential
projects; thirteen are shopping centers; seven are office buildings; one is a
real estate investment trust; and one is undeveloped land.
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The remaining six properties are owned and operated by the Registrant.
Two are office buildings, three are shopping centers, and one is undeveloped
land.
CHANGES IN PROPERTIES
During the calendar year ended December 31, 1995, certain of the property
investments held by the Registrant underwent the changes described below:
(a) Purchases:
In February 1995, the Registrant invested $2,750 to maintain its
22.92% interest in Rosemont Limited Partnership, which owns 11.25 acres
of land in Orlando, Florida.
On August 24, 1995, the Registrant acquired a 59.44% undivided
interest in the 209 W. Jackson building, a 144,608 square foot office
building located in downtown Chicago, in exchange for its 57.66%
undivided interest in Tango Bay Suites, a 260-unit all-suites hotel in
Orlando, Florida.
In July 1995, M&J/Retail Limited Partnership ("M&J/Retail"), owned
52.75% by the Registrant, acquired a majority interest in Northlake
Tower Limited Partnership ("Tower") by contributing a total of
$1,149,641. Tower owns a 17.08% share of BSRT/M&J Northlake Limited
Partnership, which purchased a leasehold interest in the Northlake
Tower Festival Shopping Center, a 303,956 square foot shopping center
in Atlanta, Georgia.
On October 27, 1995, M&J/Retail invested a total of $297,000 to
acquire a 46.41% interest in M&J/Crossroads Limited Partnership, which
owns a 330,505 square foot shopping center in Roseville, Minnesota.
(b) Sales:
On July 1, 1995, the Registrant sold 300 Class A units of M&J/Retail
for a total of $314,800, resulting in a gain of $137,245 and reducing
its ownership in this partnership from 56.97% to 52.75%.
On July 31, 1995, the Registrant received $59,975 representing its
allocable share of the net proceeds resulting from the sale by Second
Chase Venture of its only asset. The Registrant recognized a gain of
$3,875 on the disposition of the investment.
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On March 15, 1995, the Registrant received proceeds of $100,008
related to the sale of the underlying asset of S & S Venture and
recognized a gain of $34,290 on the disposition of its 6.667%
partnership investment in S & S Venture.
(c) Proposed Purchases and Sales:
There were no proposed purchases and sales during the year ended
December 31, 1995.
(d) Declined Purchases:
There were no declined purchases during the year ended December 31,
1995.
COMPETITIVE POSITION
In general, none of the Registrant's properties are immune from the
pressures of competition. There are competing properties serving the
geographical areas in which each of the Registrant's properties are located.
The amount of revenue generated annually from these properties is very much
dependent upon national economic conditions generally and upon local economic
conditions specifically, among the latter of which are the availability and
demand for office space, commercial space and apartment units, as the case may
be. In general, the Registrant may incur substantial costs, from time to time,
at its commercial properties, in connection with either the renewal of existing
leases or the marketing of vacant space to new tenants. These costs may
include the costs of improving and upgrading space to be competitive, as well
as the payment of brokerage commissions.
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ITEM 2 - PROPERTIES
The Registrant has an ownership interest in the following properties as
of December 31, 1995:
PROPERTIES INVOLVING NET LEASES
23 EAST FLAGLER, MIAMI, FLORIDA
The property is a three-story commercial building in downtown Miami,
Florida, and was purchased in 1966 for $926,478, subject to an existing first
mortgage loan with a principal balance of $611,478. The property is used as a
variety store by McCrory Corporation pursuant to a net lease executed in
December of 1962. During February 1992, McCrory Corporation filed a petition
for relief under the United States Bankruptcy Code and, as of the date of
filing this report, has not yet made an election as to whether it would affirm
or reject the lease. Since that date, McCrory Corporation has continued making
monthly rental payments through 1995. The current lease term expires on
January 31, 2000. The net rent is $61,425 per year; in addition, the tenant
pays all taxes, insurance, utilities and other operating expense. The tenant
has two options to renew the lease term for successive option terms of five
years each, with the net rental amounts as follows:
Option Period Net Rental
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02/01/2000 - 01/31/05 $ 61,425
02/01/05 - 01/31/10 58,012
The tenant also has the right to cancel the lease on condition that it vacate
the premises and offer to purchase it for a mutually agreed upon price. If a
purchase price cannot be agreed upon, the Registrant can at that time elect to
not sell the property. The mortgage, with an original principal amount of
$650,000, matured and was paid off on December 1, 1987.
47TH & HALSTED, CHICAGO, ILLINOIS
This property is a 148,469 square foot commercial complex acquired in
1968 at a cost of $1,994,842. The property was leased on a 25-year net lease,
expiring on April 30, 1993, to Community Discount Centers, Inc. In addition,
the tenant has three five-year options at a rental during each option of
$205,264 per annum. The first five-year option has been exercised. On January
16, 1981, the lease was assigned to the Zayre Corp., to be operated as a Zayre
Department Store. As a result of the acquisition of Zayre Corp. by Ames
Department Stores, Inc., the latter succeeded to the tenant's position under
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the lease. On April 25, 1990, Ames filed a petition for relief under the
United States Bankruptcy Code and on December 21, 1990, elected to accept the
lease. Subsequently, on January 15, 1991, the Zayre Corp. assigned its
interest in the lease to Fairplay, Inc. The tenant is directly responsible
for all taxes and common area maintenance expenses. On August 1, 1991, a
self-amortizing $1,250,000 mortgage loan matured and the outstanding balance
was paid off.
In connection with the acquisition of its limited partnership units and
various other limited partnership units, the Registrant incurred three
promissory notes totaling $2,600,000 secured by a mortgage on the 47th &
Halsted property. The notes, in the amounts of $1,800,000, $600,000 and
$200,000, bear interest at 7%, 4.96% and 0%, respectively, and have maturities
extending to December 31, 2003. During 1994, the $200,000 note was repaid in
full.
PROPERTIES INVOLVING PARTICIPATIONS
FIRST RON VENTURE (APOLLO APARTMENTS)
The Apollo Apartments consist of 256 units (128 one-bedroom and 128
two-bedroom) built on 10 acres of land on Britton Road in Oklahoma City,
Oklahoma. The project is owned by Apollo Associates, a limited partnership of
which First Ron Venture, a joint venture, owns 38%. The Registrant has a
one-third interest in First Ron Venture. The Registrant paid $260,000 for its
interest in May 1978. The limited partners are entitled to a cash flow
priority of 9% per annum. On December 31, 1993, the Registrant acquired 10
limited partnership units (3.831% interest) in First Apollo Associates, which
has a one-third interest in First Ron Venture.
The property was acquired with a $2,150,000 first mortgage bearing
interest at 8-3/4% per annum. In December 1987, the mortgage was purchased by
McKinley Associates, an affiliate of the general partner of Apollo Associates.
The old mortgage was replaced with a $2,135,000 first mortgage bearing interest
at 9.9% per annum, but payable on a current basis only to the extent of cash
flow. Any unpaid interest accrues and compounds at 13% per annum. In addition
to minimum interest, the lender is entitled to additional interest based upon
generation of cash flow and net sale and/or refinancing proceeds in excess of
certain specified levels.
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HAWDEL LIMITED PARTNERSHIP I AND III (2221 CAMDEN COURT OFFICE BUILDING)
The Registrant has invested a total of $1,320,000 representing an 18.03%
interest in Hawdel I and III Limited Partnerships, which own the 2221 Camden
Court Office Building located in Oak Brook, Illinois. The property contains
100,796 net rentable square feet of prime office space.
At August 1, 1994, the project was refinanced with a restructured first
mortgage in the reduced principal amount of $6,740,000 bearing interest at
8.875% per annum. The monthly payment of principal and interest is $55,986. A
balloon payment of $6,040,052 will be due on July 1, 2001, representing an
extension of the maturity date by five years. In conjunction with the
refinancing, the Registrant made an unsecured loan for $314,516 representing
the Registrant's share of the $1,625,000 in partner loans needed to pay down
the mortgage principal balance in order to obtain the benefits of the
restructured loan. The note bears interest at 7.52% and will be due July 18,
2004. During 1995, $19,355 of the Registrant's loan was repaid. The
outstanding balance at December 31, 1995, was $295,161.
The Registrant, as a Class A limited partner, is entitled to a 10%
cumulative priority return on its invested capital.
M&J/LARGO LIMITED PARTNERSHIP (SUN POINTE PLACE APARTMENTS)
The Registrant has invested a total of $694,227 to acquire 756 limited
partnership units (a 25.1% interest) in M&J/Largo Limited Partnership.
M&J/Largo Limited Partnership owns 91.12% of Sun Pointe Place Limited
Partnership, which developed and owns a 140 furnished one-bedroom unit
apartment complex. The project is located on Bay Drive in Largo, Florida, and
features amenities such as a pool and tennis courts.
The project was developed with 100% equity contributions and no debt.
The Registrant, as a Class A partner, is entitled to a cumulative cash flow
priority of 8% on invested capital.
On October 13, 1994, the property obtained a $200,000 mortgage with a
term of five years, self-amortizing, and an interest rate of 9% for the
purpose of financing the cost of a refurbishment program.
M&J/Largo Limited Partnership has a put option to Sun Pointe Place
Limited Partnership for a specified withdrawal price which, based on the
current property value, would net the Registrant a total of $396,900.
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M&J/QUORUM ASSOCIATES (THE QUORUM SHOPPING CENTER)
The Registrant invested $2,295,000, which was a 64.3478% interest, in
M&J/Quorum Associates, which was a 66.29% limited partner in the Quorum Limited
Partnership, which, in turn, was a 50% general partner in Crow-Commerce Park
North Retail, Ltd., the owner of the Quorum Shopping Center in North Houston,
Texas. Upon the completion of the second phase of the property, which occurred
in June 1991, the Registrant funded the balance of its commitment in the amount
of $244,000.
The Quorum Shopping Center is a retail development of 130,537 square feet
(total of both first and second phase) with parking for 715 cars. The shopping
center site now has five separate structures consisting of a theater and four
separate retail buildings. The property was encumbered by a $10,000,000 loan,
approximately $9,710,770 of which has been funded, bearing interest at the rate
of 9% per annum which matured January 1, 1994. Crow-Commerce Park North
Retail, Ltd. was unable to finalize the terms of a loan extension agreement as
a result of the opposition of the Crow-related partners. As a consequence, the
mortgage lien was foreclosed in April 1995.
DUKE REALTY LIMITED PARTNERSHIP
On December 2, 1994, the Registrant's interests in three partnerships
were redeemed for 50,251 partnership units in Duke Realty Limited Partnership,
the operating partnership ("UPREIT") of more than 100 properties. The UPREIT's
sole general partner is Duke Realty Investments, Inc., a real estate investment
trust ("REIT") listed on the New York Stock Exchange. The partnership units in
the UPREIT will, eventually, be convertible, on a one-for-one basis, to shares
of common stock to the REIT. As part of the issuance of partnership units in
the UPREIT, the REIT also completed an offering to the public of 13,167,500
additional shares of common stock, which generated proceeds of approximately
$312.7 million.
ROSEMONT 28 LIMITED PARTNERSHIP (UNIMPROVED LAND IN ORLANDO, FLORIDA)
In June 1985, the Registrant invested $275,000 to obtain a 22.92%
interest in Rosemont 28 Limited Partnership, which owns 11.25 acres of
unimproved land held for development in Orlando, Florida. Additional
investments of $457,014 have been funded to cover the costs of carrying the
property and paying off the mortgage loan in full. Net cash flow and residual
proceeds are required to be distributed in accordance with the partners'
respective interests.
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XXI OFFICE PLAZA ASSOCIATES (CENTURY XXI OFFICE BUILDING)
Century XXI Office Plaza is an office complex built in 1971-1973, which
is located in Germantown, Maryland, a suburb of Washington, D.C. The property
consists of three separate office buildings and a connecting five-level parking
deck, on a site in excess of six acres. The office buildings have a total
leasable area of 179,385 square feet. The property has two 30-year mortgages
from Teachers Insurance and Annuity Association of America in the combined
original principal amount of $5,500,000. The mortgagee, in addition to the
regular monthly payments due under the mortgage, participates in 25% of the
gross income over $1,160,000. In February 1981, for $525,000 the Registrant
purchased a 13.907% limited partnership interest in XXI Office Plaza
Associates, a partnership that was formed to acquire the subject property. On
December 31, 1993, the Registrant acquired 50 units (an 8.28% interest) in 21st
M&J Venture, which has a 16% interest in XXI Office Plaza Associates. The
Registrant also acquired 35 units (a 7.59% interest ) in Orhow Associates,
which has a 12.2% interest in XXI Office Plaza Associates.
During September 1994, the Registrant made an unsecured loan for $27,814
representing the Registrant's share of the $200,000 in partner loans needed for
capital improvements. The notes bear interest at prime and will be due October
1, 1996.
On February 1, 1996, a tenant occupying approximately 40% of the leasable
area vacated the office building. XXI Office Plaza Associates is currently
soliciting tenants to lease the vacant space.
M&J/GROVE LIMITED PARTNERSHIP (THE GROVE OFFICE PARK)
The Grove Office Park consists of three two-story office buildings lying
on six acres of land located in Wheaton, Illinois. The complex contains
105,454 square feet of prime office space with parking available for 343 cars.
The Registrant has invested a total of $931,000 to acquire 981 limited
partnership units (a 23.08% interest) in M&J/Grove Limited Partnership
("M&J/Grove"). As a Class A Limited Partner, the Registrant is entitled to an
8% cumulative priority claim. On April 18, 1991, M&J/Grove purchased the third
building of the complex. The $4,300,000 purchase price along with the
refinancing of the two existing loans was accomplished via a new $8,000,000
nonrecourse first mortgage and $1,500,000 in unsecured debentures. The
$8,000,000 first mortgage matures May 1, 1996, and bears interest only at
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9.25% per annum for two years (monthly payments of $61,666.67). The remaining
three years are based on a 9.25% per annum interest, with principal payments
based on a 28-year amortization (monthly payments of $66,723). The unsecured
debentures of $1,500,000 mature April 18, 1996, and bear interest at 12% per
annum payable quarterly. As a result of the combined effects of a 20% vacancy
factor and declining rental rates in a soft market, the operating partnership
was unable to keep debt service current. Negotiations are being conducted
relative to the possibility of a restructuring of the terms of the loan.
On December 31, 1993, the Registrant acquired seven units (a 3.02%
interest) in Wilkow/Grove Partners L.P., which has a 5.87% interest in
M&J/Grove.
L-C OFFICE PARTNERSHIP IV (LAKE COOK OFFICE CENTRE - BUILDING IV)
The Registrant holds an investment of 2,434 limited partnership units (a
74.69% interest) in L-C Office Partnership IV, which has a 94.0% interest in
Lake Cook Office Development - Building Four Limited Partnership ("Lake Cook
Development"), the owner of Lake Cook Office Centre - Building IV ("Building
IV").
In July 1993, Lake Cook Development entered into an agreement to exchange
its ownership of Building IV for a 58.50% undivided interest in the Dover Farms
Apartments. Based on this interest, the Registrant will likely need to fund
its share of the required capital investment, which will be $72,378. The
complex was in the process of being taken back by its mortgagee, which asked
Lake Cook Development to step in and acquire the property subject to its
mortgage debt. The apartments were completed in 1991 and consist of 300
unfurnished one- and two-bedroom apartments. There are 18 three-story
buildings on a site located on a hilly, landscaped setting in North Royalton,
Ohio. Each apartment has a washer and dryer, as well as either a patio or
terrace. Many apartments also include fireplaces, dens and lofts. In terms of
common areas, the complex includes a clubhouse, pool and deck area, Jacuzzi and
racquetball court.
With the exception of the interest in TOP Investors Limited Partnership,
which was acquired on July 1, 1991, and six units of 544 Arizona Associates,
which were distributed from First MW Associates on December 31, 1995, the
following partnership interests were acquired on December 31, 1993. At
December 31, 1993, the sole asset of each partnership was a partnership
investment in Lake Cook
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Development. The following is a recap of these interests:
Owned by Ownership in
Registrant Lake Cook Development
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Partnership # of Units % Interest % Interest
----------- ---------- ---------- ----------
544 Arizona Associates 61 13.034% .383%
Fifth Arizona Associates 3 .667 .154
Fifth Orlando Associates 83 11.690 .242
First Orlando Associates 50 10.000 .156
Monterey Village Associates 45 5.625 .596
Seventh M&J Associates 35 8.274 .225
TOP Investors Limited Partnership 95 95.000 .686
S & S VENTURE
On December 31, 1993, the Registrant invested a total of $65,718 to
acquire a 6.67% interest (54 units) in S & S Venture, which owned a 70,000
square foot office/distribution center in Des Plaines, Illinois. On March 15,
1995, S & S Venture closed a transaction which coupled the sale of its property
with a settlement of the obligations of the tenant under its lease and resulted
in a $34,290 gain to the Registrant.
SECOND CHASE VENTURE
On December 31, 1993, the Registrant invested a total of $56,100 to
acquire an 8.33% interest (50 units) in Second Chase Venture, which owned a
51,000 square foot industrial building in Lincoln, Rhode Island. On August 1,
1995, Second Chase Venture sold the property, resulting in a $3,875 gain to the
Registrant.
FIRST MW ASSOCIATES
On December 31, 1993, the Registrant acquired a 50% interest (25 limited
partnership and 25 general partnership units) in First MW Associates, which
held multiple partnership investments. On December 31, 1995, First MW
Associates distributed its partnership investments directly to its partners.
This resulted in the Registrant receiving the following partnership interests:
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Partnership Units
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544 Arizona Associates 6
5601 N. Sheridan Associates 2
First Apollo Associates 5
First Candlewick Associates 5
222 FEE ASSOCIATES
On December 31, 1993, the Registrant acquired a 3.50% interest (64 units)
in 222 Fee Associates, which holds multiple partnership and debenture
investments. During 1994, six of these units were sold for $696, leaving the
Registrant with a 3.18% interest in the investment.
5601 N. SHERIDAN ASSOCIATES
On December 31, 1993, the Registrant acquired a 12.32% interest (34
units) in 5601 N. Sheridan Associates, which holds a partnership interest in
XXI Office Plaza Associates and two investments in debentures (Freeport Office
Partners and Tango Bay Suites). On December 31, 1995, the Registrant received
an additional two units resulting from the distribution of First MW Associates
partnership interests directly to its partners, resulting in a 13.04% interest
(36 units).
FIRST CANDLEWICK ASSOCIATES
On December 31, 1993, the Registrant acquired a 10.87% interest (50
units) in First Candlewick Associates, which holds multiple partnership and
debenture investments. On December 31, 1995, the Registrant received an
additional five units of First Candlewick Associates resulting from the
distribution of First MW Associates partnership interests directly to its
partners, resulting in a 11.96% interest (55 units).
SECOND WILKOW VENTURE
On December 31, 1993, the Registrant acquired a 4.89% interest (197
units) in Second Wilkow Venture, which holds multiple partnership and debenture
investments.
209 WEST JACKSON
On August 24, 1995, the Registrant acquired a 59.44% undivided interest
in 209 West Jackson, a 144,608 square foot office building located in downtown
Chicago, in exchange for its 57.66% undivided interest in Tango Bay Suites. As
part of this transaction, Tango Bay Suites remains liable to the
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Registrant for loans advanced to fund operating deficits. The 209 West Jackson
building is subject to a first mortgage of $10,000,000 and an additional
$4,213,875 note secured by the first mortgage, both bearing interest only at
General Electric Capital Corporation's commercial paper rate plus 3.25% per
annum. The Registrant posted a letter of credit for $150,000 as a part of this
transaction. Due to the character of the investment, the Registrant is using
the equity method to account for its interest in the 209 W. Jackson building.
PROPERTIES INVOLVING PROMISSORY NOTES
TANGO BAY SUITES, ORLANDO, FLORIDA
In March of 1993, the Registrant acquired a 63.64% undivided interest, as
a tenant-in-common, in the Tango Bay Suites project, a 260-unit all-suites
hotel and corporate rental project, in exchange for its interest in another
property. The project is located on Westwood Drive in Orlando, Florida, and
features such amenities as pools, saunas and barbecues. The project was
subject to a $10,000,000 first mortgage loan with interest at LIBOR plus 1.7%.
During 1994, the property's mortgage loan was paid down to $9,475,000. The
loan is due August 22, 1997. The project is also subject to $3,260,000 of
subordinated debentures which bear interest at 10% per annum and mature in
November 1999. The debenture holders are also entitled to a participation
interest equal to 50% of net cash flow.
On November 18, 1993, the Registrant sold a 5.98% tenant-in-common
interest to an unrelated individual. The Registrant's resulting co- tenancy
ownership interest was reduced to 57.67%.
On August 24, 1995, the Registrant exchanged its 57.67% undivided
interest in Tango Bay Suites for a 59.44% undivided interest in the 209 W.
Jackson office building located in Chicago, Illinois.
At December 31, 1995, the Registrant also had a loan receivable of
$731,124 from Tango Bay Suites.
PROPERTIES OWNED AND OPERATED BY REGISTRANT OR CONSOLIDATED SUBSIDIARIES
180 NORTH MICHIGAN, CHICAGO, ILLINOIS
The leasehold estate to this commercial office building on Chicago's
prestigious Michigan Avenue was acquired in 1968 at a price of $6,550,000, of
which $5,250,000 comprised mortgage financing. The property was completely
renovated in 1967 at a cost in excess of $3,000,000 which included changeover
to fully automatic passenger elevators, redesigned interiors and a marble
exterior facade. In 1973, the
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Registrant acquired the fee simple estate of 18,649 square feet of land for
$1,600,000. In November 1986, the leasehold and fee simple estates were merged
and the property was refinanced with an $8,700,000 first mortgage loan. This
loan, which was scheduled to mature on November 1, 1996, was restructured
during September 1994. In conjunction with the restructuring, the mortgage
holder agreed to a $500,000 forgiveness of debt in return for a principal
payment of $500,000 for a total principal reduction of $1,000,000. The debt
forgiveness income of $500,000 is being amortized over the remaining term of
the loan using the effective interest method. The new mortgage loan with a
principal balance of $6,733,888 bears interest at 8.50% per annum and is due on
September 1, 2001.
M&J/FREEPORT LIMITED PARTNERSHIP (8505 FREEPORT OFFICE BUILDING)
The Registrant has invested a total of $5,139,000 to obtain a 68.85%
limited partnership interest (5,164 units) in M&J/Freeport Limited Partnership,
which owns 94.05% of Freeport Office Partners Limited, a limited partnership
and the owner of an office building located at 8505 Freeport in Dallas, Texas.
The 8505 Freeport Office Building is a six-story structure of
approximately 125,000 gross square feet (121,181 rentable square feet). The
8.4-acre site includes 400 parking spaces and also allows for a second phase
expansion office building. The Freeport building is part of the DFW Freeport
Park, which is a 650-acre international office park.
The project is encumbered by a first mortgage loan in the principal
amount of $5,200,000 bearing interest at the rate of 9% per annum with
amortization over 30 years. The loan will mature on July 31, 2000.
Freeport Office Partners Limited is also liable for the repayment of
$2,000,000 in unsecured debentures which bear interest at the base rate of 11%
per annum and matured on September 1, 1995. The debentures continued to accrue
interest at the rate of 9% per annum from September 1, 1995, through January
18, 1996. On January 18, 1996, the property was sold for $8,503,150, resulting
in full repayment of the first mortgage and the subordinated debentures and
return of $600,000 in operating deficit loans previously received from the
Registrant. A provision for loss in book value of $1,400,000 equal to the
estimated loss to the Registrant on the disposition of the property is
recognized in 1995.
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M&J/RETAIL LIMITED PARTNERSHIP (TEN STRIP SHOPPING CENTERS)
The Registrant has invested a total of $4,041,500 to obtain a 56.97%
interest in M&J/Retail Limited Partnership ("M&J/Retail"). On July 1, 1995,
the Registrant sold 300 Class A units of M&J/Retail for a total of $314,800,
resulting in a gain of $137,245 and reducing its ownership in this partnership
from 56.97% to 52.75%.
On July 28, 1995, M&J/Retail acquired a majority interest in Northlake
Tower Limited Partnership ("Tower") by contributing $1,124,109 of a total
initial capital requirement of $1,251,000, with, potentially, an additional
capital requirement of $124,000 to cover unanticipated contingencies.
Additional contributions of $25,532 increased the total capital investment to
$1,149,641. Tower owns a 17.08% share of BSRT/M&J Northlake Limited
Partnership ("BSRT/M&J"), which purchased a leasehold interest in the Northlake
Tower Festival Shopping Center for $16,989,000 on July 28, 1995. The purchase
of this property was made subject to a $10,350,000 first mortgage loan bearing
interest only at the fixed rate of 8.5% per annum for ten years. The shopping
center, consisting of 303,956 square feet of improvements and five outlots, is
located in Atlanta, Georgia. In a related transaction, M&J/Retail loaned
$80,951 to Northlake Tower Corporation ("Tower Corporation"), a General Partner
of both Tower and BSRT/M&J. The loan is secured by Tower Corporation's
partnership interests in Tower and BSRT/M&J, and interest thereon will be paid
from Tower Corporation's share of net cash flow. Tower Corporation was
organized to act as general partner, as aforesaid, in order to insulate
M&J/Retail from personal liability.
On October 27, 1995, M&J/Retail invested a total of $297,000 to acquire a
46.41% interest in M&J/Crossroads Limited Partnership ("M&J/Crossroads").
M&J/Crossroads purchased a 330,505 square foot shopping center known as
Crossroads of Roseville for $19,250,000 on October 27, 1995, subject to a
$19,550,000 first mortgage loan (which included a reserve for anticipated
capital improvements). Until the completion of the expansion of several
tenants and certain other economic parameters are met, the Crossroads Property
will also serve as collateral for another mortgage loan, which is partially
secured by a first mortgage lien against the 209 West Jackson building. The
center is located on 19.9 acres of land in Roseville, Minnesota.
15
16
A summary of the properties in which M&J/Retail owns a majority interest
is as follows:
Net Area
Rentable Land First Interest Mortgage
Property (Square Feet) (Acres) Mortgage Rate Maturity
- -------- ------------- ------- -------- -------- --------
Harlem & North 22,775 1.00 $ 2,362,500 7.85% 01/01/99
Diversey & Sheffield 16,500 .75 2,000,000 7.875% 04/01/99
Oak Lawn Promenade 32,576 1.95 3,175,000 8.25% 01/01/97
Oak Lawn Square 9,746 .67 890,000 8.25% 01/01/97
Broadway-Berwyn 33,385 1.44 2,750,000 8.20% 07/31/00
Irving-Kimball 14,062 .55 1,450,000 8.875% 05/01/98
Melrose-Kimball 9,653 .36 1,250,000 8.875% 05/01/98
Archer-Central 29,426 1.49 2,200,000 8.875% 05/01/98
Evergreen Commons 8,981 .41 530,000 8.25% 05/01/99
111th & Western 9,620 .36 618,000 8.25% 05/01/99
------- ------ -------------
186,724 8.98 $ 17,225,500
======= ====== =============
The Registrant is entitled to a cumulative cash flow priority in the
amount of 9% per annum on its investment.
On December 31, 1993, the Registrant also acquired three limited
partnership units (a .75% interest) in Wilkow/Retail Partners L.P., which has a
5.63% interest in M&J/Retail.
M&J/SHERIDAN LIMITED PARTNERSHIP (HIGHLAND PARK PROFESSIONAL BUILDING)
In April 1988, the Registrant invested $2,500,000 to obtain an 89.286%
interest in M&J/Sheridan Limited Partnership, which owns a 22,523 square foot
office building located at 1893 Sheridan Road in Highland Park, Illinois. The
property is a three-story building situated on a quarter acre of land. On
October 10, 1990, the property was encumbered with a $1,600,000 first mortgage
loan bearing interest at the rate of 10.25% per annum and maturing on October
1, 1996. Principal is amortized based on a 30-year schedule.
NAPERVILLE OFFICE COURT, NAPERVILLE, ILLINOIS
In August 1986, pursuant to the terms of an exchange agreement, the
Registrant acquired the Naperville Office Court for $4,830,000.
On April 6, 1988, the Registrant procured a $3,000,000 first mortgage
loan on the property which bore interest at the rate of 9.75% per annum and is
due in April 1998. During 1993, the Registrant exercised an option to adjust
the interest rate to 8.875%.
16
17
Naperville Office Court is located at 1801 - 1813 Mill Street in
Naperville, Illinois. Consisting of four single-story office buildings, the
property rests on 5.5 acres, contains 66,405 net rentable square feet and
provides parking space for 300 automobiles.
UNDEVELOPED LAND (FORT MYERS, FLORIDA)
The Registrant owns 6.11 acres of unimproved land adjacent to Metro Mall
in Fort Myers, Florida, at an unrecovered cost of $1,080,745.
WATERFALL PLAZA, ORLAND PARK, ILLINOIS
In March 1993, the Registrant acquired 100% ownership in the Waterfall
Plaza in exchange for its interest in the 2101 Commercial Office Building.
The project is subject to a $2,100,000 first mortgage loan with interest
at the General Electric Capital Corporation commercial paper rate plus 3.25%.
Waterfall Plaza is a retail center located in Orland Park, Illinois.
Consisting of one single-story building, the property rests on 1.5 acres and
contains 21,893 net rentable square feet.
17
18
ITEM 3 - LEGAL PROCEEDINGS
Legal proceedings pending involve either suits which have been instituted
by the Registrant or its agents against tenants who are in default of their
lease obligations or the defense of alleged personal injury claims incidental
to the operation of properties accessible to the general public. All of the
personal injury claims are covered by insurance. It is not anticipated that
the outcome of any of these proceedings, if unfavorable to the Registrant, will
have a materially adverse impact on the Registrant.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
During the calendar year ended December 31, 1995, there were no matters
submitted to the partners of the Registrant.
18
19
PART II
ITEM 5 - MARKET FOR REGISTRANT'S CAPITAL UNITS AND RELATED SECURITY HOLDER
MATTERS
The number of holders of record of equity securities of the Registrant as
of December 31, 1995, was approximately:
Title of Class Number of Record Holders
-------------- ------------------------
Unit of Limited Partnership Interest 484
The Registrant's units of limited partnership interest are not actively
traded in a regulated market. The restrictions on the sale, transfer,
assignment or pledge of partnership units are described in the Agreement of
Limited Partnership of the Registrant as amended. Cash distributions per
partnership unit were $2.00 during the year ended December 31, 1993.
19
20
ITEM 6 - SELECTED FINANCIAL DATA
December 31,
--------------------------------------------------
1995 1994 1993 1992
--------- ---------- --------- ---------
OPERATING RESULTS
(IN THOUSANDS)
Total Revenue $ 12,135 $ 14,445 $ 14,891 $ 13,581
Net Income (Loss)* $( 2,327) $( 3,119) $( 3,116) $ 2,703
PARTNERSHIP UNIT DATA
(PER PARTNERSHIP UNIT)
Net Income (Loss):
General Partner* $( 13.00) $( 17.43) $( 15.10) $ 13.10
Limited Partner* ( 13.00) ( 17.43) ( 15.10) 13.10
Cash Distributions Paid:
General Partner $ - $ - $ 2.00 $ 3.00
Limited Partner - - 2.00 3.00
* Includes gain on sale of real estate properties
December 31,
--------------------------------------------------
1995 1994 1993 1992
--------- ---------- --------- ---------
FINANCIAL POSITION DATA
Total Assets (In thousands) $ 55,075 $ 64,373 $ 76,983 $ 68,095
Net Book Value Per Unit $ 49.67 $ 62.67 $ 80.10 $ 95.56
20
21
ITEM 7 - MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS - 1995 COMPARED TO 1994
For the year ended December 31, 1995, income from partnerships was $382,248
compared to loss of $1,099,073 for the comparative period of 1994. The
increase is primarily due to gains on the partial disposition of M&J/Retail
Limited Partnership interest and the entire disposition of the First MW
Associates, S & S Venture and Second Chase Venture interests. The prior year
loss was due primarily to the loss on disposition of the North LaSalle Street
Limited Partnership interest.
For the year ended December 31, 1995, the Registrant loaned to investment
partnerships in which it has substantial equity interests and to a property in
which it held a co-tenancy ownership interest through June 30, 1995, the
following amounts:
Advances Collections Write-offs Total Loan
Year Ended Year Ended Year Ended Balance at
December 31, December 31, December 31, December 31,
1995 1995 1995 1995
--------------- -------------- --------------- ---------------
Hawdel Limited Partnership
and Hawdel Limited
Partnership III $ - $ 19,355 $ - $ 295,161
Tango Bay Suites 300,000 - 257,453 731,124
Second Wilkow Venture 200,000 - - 200,000
First Candlewick Associates 45,000 - - 45,000
222 Fee Associates 30,000 - - 30,000
5601 N. Sheridan Associates 22,000 - - 22,000
Crossroads of Roseville
Corporation 6,000 - - 6,000
Northlake Tower Corporation 80,951 - - 80,951
The Second Wilkow Venture, First Candlewick Associates, 222 Fee Associates,
5601 N. Sheridan Associates and Crossroads of Roseville Corporation unsecured
promissory notes bear interest at prime and are due on demand. These loans
were repaid during March 1996.
On January 20, 1995, the Registrant entered into a revolving credit facility
with the LaSalle National Bank. The facility, due September 1, 1996, pays
interest at the prime rate per annum. Maximum borrowing under the facility
agreement is the lesser of $800,000 or 80% of the fair market value of the
Registrant's investment in Duke Realty Limited Partnership. As of December 31,
1995, the amount outstanding under this facility was $580,000, consisting of
cash draws of $350,000 and letters of credit of $230,000. Borrowings under the
facility are secured by the partnership units of Duke Realty Limited
Partnership owned by the Registrant.
S & S Venture acquired a property in Des Plaines, Illinois, on July 26, 1975,
which was sold on March 15, 1995. The Registrant received proceeds of $100,008
related to the sale of the property and has included a $34,290 gain on the
disposition of its 6.667% partnership in S & S Venture.
On July 1, 1995, the Registrant sold 300 Class A units of M&J/Retail Limited
Partnership ("M&J/Retail") for a total of $314,800, resulting in a gain of
$137,245 and reducing its ownership in this partnership from 56.97% to 52.75%.
21
22
On July 28, 1995, Freeport Office Partners Limited extended the $5,200,000 loan
held by Confederation Life for five years effective August 1, 1995. The
Registrant sold the Freeport Office building in January of 1996. A provision
for loss in book value of $1,400,000 equal to the estimated loss to the
Registrant on the disposition of the property is recognized in 1995.
On July 28, 1995, M&J/Retail, owned 52.75% by the Registrant, acquired a
majority interest in Northlake Tower Limited Partnership ("Tower"),
contributing $1,124,109 of a total initial capital requirement of $1,251,000,
with, potentially, an additional capital requirement of $124,000 to cover
unanticipated contingencies. Additional contributions of $25,532 made through
December 31, 1995, increased the total capital investment to $1,149,641. Tower
owns a 17.08% share of BSRT/M&J Northlake Limited Partnership ("BSRT/M&J"),
which purchased a leasehold interest in the Northlake Tower Festival Shopping
Center for $16,989,000 on July 28, 1995. The purchase of this property was
made subject to a $10,350,000 first mortgage loan bearing interest only at the
fixed rate of 8.5% per annum for ten years. The shopping center, consisting of
303,956 square feet of improvements and five outlots, is located in Atlanta,
Georgia. In a related transaction, M&J/Retail loaned $80,951 to Northlake
Tower Corporation ("Tower Corporation"), a General Partner of both Tower and
BSRT/M&J. The loan is secured by Tower Corporation's partnership interests in
Tower and BSRT/M&J, and interest thereon will be paid from Tower Corporation's
share of net cash flow.
On July 28, 1995, M&J/Retail refinanced a retail center located at Broadway and
Berwyn in Chicago, Illinois. The term of the new loan, with a principal amount
of $2,750,000, is five years. Debt service reflects an interest rate of 8.20%
per annum and amortization based on 25 years.
On August 24, 1995, the Registrant acquired a 59.44% undivided interest in the
209 W. Jackson building, a 144,608 square foot office building located in
downtown Chicago, in exchange for its 57.66% undivided interest in Tango Bay
Suites, a 260-unit all-suites hotel in Orlando, Florida. As part of this
transaction, Tango Bay Suites remains liable to the Registrant for loans
advanced to fund operating deficits. The 209 W. Jackson building is subject to
a first mortgage of $10,000,000 and an additional $4,213,875 note secured by
the first mortgage, both bearing interest only at General Electric Capital
Corporation's commercial paper rate plus 3.25% per annum. The Registrant
posted a letter of credit of $150,000 as a part of this transaction. Due to
the character of the investment, the Registrant is using the equity method to
account for its investment in 209 W. Jackson.
On October 27, 1995, M&J/Retail invested a total of $297,000 to acquire a
46.41% Class A interest in M&J/Crossroads Limited Partnership. The balance of
$303,000 of the total $600,000 required capital for Class A investors was also
financed by M&J/Retail, resulting in a receivable from the other investors for
their respective share of capital contributions. These loans were repaid to
M&J/Retail during March 1996.
22
23
RESULTS OF OPERATIONS - 1994 COMPARED TO 1993
For the year ended December 31, 1994, loss from partnerships was $1,099,073
compared to loss of $96,204 for the comparative period of 1993. The increase
is due primarily to loss on disposition of the North LaSalle Street Limited
Partnership interest.
For the year ended December 31, 1994, the Registrant loaned to investment
partnerships in which it has substantial equity interests and to a property in
which it holds a co-tenancy ownership interest the following amounts:
Advances Collections Total Loan
Year Ended Year Ended Balance at
December 31, December 31, December 31,
1994 1994 1994
---------------- --------------- ---------------
Lake Cook Office Development -
Building Four Limited Partnership $ 14,589 $ - $ 14,589
Hawdel Limited Partnership and
Hawdel Limited Partnership III 314,516 - 314,516
XXI Office Plaza Associates 27,814 - 27,814
Tango Bay Suites 116,144 - 688,574
The Lake Cook Office Development - Building Four Limited Partnership unsecured
promissory note bears interest at 2% over prime and is due on demand or, if
demand is not sooner made, on March 31, 1998. Hawdel Limited Partnership and
Hawdel Limited Partnership III's unsecured promissory note bears interest at
7.52% and is due July 18, 2004. XXI Office Plaza Associates' unsecured
promissory note bears interest at prime and is due on October 1, 1995. The
Tango Bay Suites - Co-Tenants unsecured promissory notes bear interest at 1%
over prime and are due upon demand.
On January 1, 1994, the Registrant's $327,827 loan receivable from Lake Cook,
Inc. was exchanged for a .4906% limited partnership interest in Lake Cook
Office Development - Building Four Limited Partnership.
During January 1994, the $2,000,000 of unsecured loans from the general
partners and other related individuals was repaid from proceeds of the
$2,362,500 mortgage on the Harlem North Shopping Center.
In September 1994, the Registrant restructured the mortgage loan secured by the
180 North Michigan Avenue Building. The mortgage holder agreed to a $500,000
forgiveness of debt in return for a $500,000 paydown of principal for a total
reduction in the principal balance of $1,000,000. The debt forgiveness income
of $500,000 is being amortized over the remaining term of the loan using the
effective interest method. The new mortgage loan with a principal balance of
$6,733,888 bears interest at 8.50% per annum and is due on September 1, 2001.
Buschwood Office Building, which was placed in receivership on July 25, 1994,
was foreclosed on December 12, 1994. As a result of the foreclosure, the total
assets of $7,447,498 and total liabilities of $7,635,069 were removed from the
accounts, resulting in a gain of $187,571.
On December 2, 1994, the Registrant redeemed its interest in three partnerships
for 50,251 limited partnership units in Duke Realty Limited Partnership which
will be convertible on a one-for-one basis to shares of common stock of Duke
Realty Investments, Inc., a real estate investment trust.
On December 31, 1994, the Registrant elected to transfer its partnership
interest in North LaSalle Street Limited Partnership for nominal consideration
to an unrelated third party resulting in a loss on disposition of $962,991.
On December 31, 1994, the Registrant sold its partnership interest in M&J/Fort
Myers Limited Partnership for nominal consideration.
23
24
RESULTS OF OPERATIONS - 1993 COMPARED TO 1992
For the year ended December 31, 1993, loss from partnerships was $96,204
compared to income of $2,999,634 for the comparative period of 1992. The
decrease is due primarily to income in 1992 of $2,992,851 from
de-consolidating L-C Office Partnership IV.
For the year ended December 31, 1993, the Registrant loaned to an investment
partnership in which it has a substantial equity interest and to a property
in which it holds a co-tenancy ownership interest the following amounts:
Advances Collections Total Loan
Year Ended Year Ended Balance at
December 31, December 31, December 31,
1993 1993 1993
---------------- --------------- ---------------
The Quorum Limited Partnership $ - $ 91,507 $ 94,167
Tango Bay Suites - Co-Tenants 122,430 - 572,430
The Quorum Limited Partnership promissory note bears interest at 3% over
prime and is due March 31, 1995. In consideration of the Registrant's loan
to The Quorum Limited Partnership, the Registrant will receive its equity
capital as a first priority in the event of a sale or refinancing of the
underlying property. The Tango Bay Suites - Co-Tenants unsecured promissory
notes bear interest at 1% over prime and are due upon demand.
The Registrant's Credit Agreement expired July 1, 1993. In light of the
lack of activity under the Credit Agreement and the related costs, the
general partners have decided not to renew the Credit Agreement until there
is a greater need for such a facility. The one outstanding Letter of Credit
for $80,000 that existed at the expiration of the Credit Agreement will
remain as an unsecured Letter of Credit.
In March 1993, the Registrant acquired a 63.64% undivided interest, as a
Tenant-in-Common, in the Tango Bay Suites Resort (formerly known as The
Villas at Monterey apartment complex) and 100% ownership of Waterfall Plaza
Shopping Center located in Orland Park, Illinois, in exchange for its
interest in 2101 Commercial Office Building. On November 11, 1993, the
Registrant sold a 5.98% undivided interest in the Tango Bay Suites Resorts
to an unrelated party. The Registrant's remaining undivided interest at
December 31, 1993, was 57.66%. During 1993, pursuant to a Co-Tenancy
Agreement, the Registrant funded $1,141,660 for property improvements at
Tango Bay Suites Resort.
In July 1993, Lake Cook Office Development - Building Four Limited
Partnership entered into an agreement to exchange its ownership of Lake Cook
Office Centre - Building IV for a 58.50% undivided interest, as a
Tenant-in-Common, in the Dover Farms Apartments located in North Royalton,
Ohio.
On August 18, 1993, M&J/Harlem Mortgage Limited Partnership ("M&J/Harlem")
became Mortgagee In Possession of the Harlem North Shopping Plaza located at
the intersection of Harlem and North in Oak Park, Illinois. On October 13,
1993, a Judgement of Foreclosure was entered in the Circuit Court of Cook
County, Illinois for M&J/Harlem.
As of September 30, 1993, the Registrant owned 788 units of limited
partnership interests in Park 100 Equity Investors, Ltd. and 625 units of
limited partnership interests in Park 100 Mortgage Investors, Ltd. Both of
these limited partnerships held indirect ownership interests in Park 100, an
industrial park in Indianapolis, Indiana, which was developed by Duke
Associates ("Duke"). Duke also maintained a significant ownership interest
in the property. On October 4, 1993, Park 100 was conveyed to an operating
partnership owned by Duke Realty Investments, Inc., a real estate investment
trust ("REIT") listed on the New York Stock Exchange, together with more
than 100 other
24
25
properties, in return for the issuance of units of partnership interest in
the operating partnership which, eventually, will be convertible, on a
one-for-one basis, to shares of common stock to the REIT. As part of this
transaction, the REIT also completed an offering to the public of 13,167,500
additional shares of common stock, which generated proceeds of approximately
$312.7 million.
On December 16, 1993, the Registrant sold its Woolco Shopping Center located
in Milbury, Ohio, and received proceeds of $1,059,451.
During the fourth quarter of 1993, the Registrant recognized a $1,900,000
write-down on the Buschwood office building in Carrollwood, Florida. The
provision was based on current market conditions and estimated cash flows.
At January 1, 1994, the mortgage loan on the Buschwood office building was
in default as a result of borrowers' failure to pay full monthly
installments of debt service.
On December 31, 1993, the Registrant's $5,282,050 loan receivable and
related accrued interest of $2,365,652 from M&J/Fort Myers Limited
Partnership were exchanged for a 5% limited partnership interest in that
partnership.
On December 31, 1993, the Registrant acquired 27,408 of its limited
partnership units and various other limited partnership interests for
$2,600,000 secured by a mortgage on the property at 4646 South Halsted in
Chicago, Illinois.
On December 30, 1993, M&J/Harlem Mortgage Limited Partnership, the operating
partnership for the shopping center located at the intersection of Harlem
and North in Oak Park, Illinois, procured a $2,362,500 nonrecourse first
mortgage from LaSalle Bank. The loan bears interest at the rate of 7.85%
per annum, with a 5-year term and a 20-year amortization period.
On December 31, 1993, the Registrant sold its 99% interest in M&J/Harlem
Mortgage Limited Partnership to M&J/Retail Limited Partnership, in which the
Registrant has a 56.97% limited partnership interest. The purchase price of
$3,150,000 was based on an independent appraisal prepared for LaSalle Bank.
25
26
LIQUIDITY AND CAPITAL RESOURCES
On January 20, 1995, the Registrant entered into a revolving credit
facility with the LaSalle Bank. The facility, due September 1, 1996, pays
interest at the prime rate. Maximum borrowings under the facility agreement
are the lesser of $800,000 or 80% of the fair market value of the Registrant's
investment in Duke Realty Limited Partnership (see Item 2). Borrowings under
the facility agreement are secured by the partnership units of Duke Realty
Limited Partnership owned by the Registrant.
As of December 31, 1995, the amounts outstanding under this facility are
as follows:
Cash borrowings $ 350,000
Letters of credit:
Waterfall Plaza (expires 8/31/96) 80,000
209 W. Jackson (expires 8/31/96) 150,000
----------
Total Outstanding Amounts $ 580,000
==========
The liquid assets of the Registrant decreased as of December 31, 1995,
when compared to December 31, 1994, due to repayment of debt.
The General Partners currently believe that the amount of working capital
reserves, when considered with the Registrant's projected cash flows from
operations in 1996 and borrowings under the revolving credit facility, will be
sufficient to cover any normal cash or liquidity requirements which may be
reasonably foreseen.
26
27
ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
----
Independent Auditor's Report 28
First Wilkow Venture:
Consolidated Balance Sheet, December 31, 1995 and 1994 29
Consolidated Statement of Operations,
Years Ended December 31, 1995, 1994 and 1993 30
Consolidated Statement of Partners' Capital,
Years Ended December 31, 1995, 1994 and 1993 31
Consolidated Statement of Cash Flows,
Years Ended December 31, 1995, 1994 and 1993 32
Notes to Consolidated Financial Statements,
Years Ended December 31, 1995, 1994 and 1993 34
27
28
INDEPENDENT AUDITOR'S REPORT
To the Partners
First Wilkow Venture
We have audited the consolidated financial statements of First Wilkow Venture
listed in the index to the consolidated financial statements set forth on Page
27. Our audits also included the financial statement schedules listed in the
index at Item 14 on Page 75. These financial statements and financial
statement schedules are the responsibility of the Partnership's management.
Our responsibility is to express an opinion on these consolidated financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. 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 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 First Wilkow
Venture and its subsidiaries as of December 31, 1995 and 1994, and the
consolidated results of their operations and their consolidated cash flows for
the years ended December 31, 1995, 1994 and 1993, in conformity with generally
accepted accounting principles.
Also, in our opinion, such financial statement schedules, when considered in
relation to the basic financial statements taken as a whole, present fairly, in
all material respects, the information set forth therein.
PHILIP ROOTBERG & COMPANY, LLP
February 15, 1996
Chicago, Illinois
28
29
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
CONSOLIDATED BALANCE SHEET
DECEMBER 31, 1995 1994
---- ----
ASSETS
REAL ESTATE AND INVESTMENTS IN
REAL ESTATE PARTNERSHIPS
Real estate:
Land $ 8,698,675 $ 10,206,120
Buildings and improvements 56,540,021 63,190,047
Fixtures and equipment 138,384 1,470,318
-------------- -------------
Total 65,377,080 74,866,485
Less accumulated depreciation 19,726,068 18,998,458
-------------- -------------
Net Real Estate 45,651,012 55,868,027
Investments in real estate partnerships 5,130,522 3,740,835
-------------- -------------
Total 50,781,534 59,608,862
-------------- -------------
LOANS RECEIVABLE - Net of reserves of
$113,663 for 1994 1,452,639 1,045,496
-------------- -------------
OTHER ASSETS
Cash 328,852 451,138
Certificates of deposit 162,998 77,998
Receivables 551,307 838,619
Prepaid expenses 1,062 146,354
Deposits 598,870 922,151
Deferred charges 1,197,568 1,281,931
-------------- -------------
Total 2,840,657 3,718,191
-------------- -------------
TOTAL ASSETS $ 55,074,830 $ 64,372,549
============== =============
LIABILITIES AND PARTNERS' CAPITAL
MORTGAGES AND LOANS PAYABLE
Mortgages payable $ 37,124,893 $ 42,457,688
Loans payable 3,649,822 4,730,621
-------------- -------------
Total 40,774,715 47,188,309
-------------- -------------
OTHER LIABILITIES
Accounts payable and accrued expenses 240,092 577,534
Accrued property taxes 2,470,265 2,556,878
Deferred state income taxes 200,000 200,000
Security deposits and prepaid rent 555,767 566,044
Accrued interest 365,078 479,581
-------------- -------------
Total 3,831,202 4,380,037
-------------- -------------
MINORITY INTEREST 1,579,357 1,587,487
-------------- -------------
PARTNERS' CAPITAL (178,972 units
authorized and issued) 8,889,556 11,216,716
-------------- -------------
TOTAL LIABILITIES AND PARTNERS' CAPITAL $ 55,074,830 $ 64,372,549
============== =============
See accompanying notes to consolidated financial statements
29
30
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
CONSOLIDATED STATEMENT OF OPERATIONS
YEARS ENDED DECEMBER 31, 1995 1994 1993
---- ---- ----
REVENUE
Rental $ 10,612,769 $ 11,143,657 $ 11,668,216
Hotel 1,327,682 2,891,170 2,363,313
Interest 152,793 134,657 101,942
Other 42,137 275,099 757,575
------------- ------------- -------------
Total 12,135,381 14,444,583 14,891,046
------------- ------------- -------------
PARTNERSHIP INVESTMENTS' INCOME (LOSS)
Share of net income (loss) 382,248 ( 1,099,073) ( 96,204)
Provision for loss in book value - ( 213,227) -
------------- ------------- -------------
Total 382,248 ( 1,312,300) ( 96,204)
------------- ------------- -------------
EXPENSES
Operating 4,637,916 6,184,028 5,789,945
Real estate taxes 2,608,758 2,716,552 2,635,737
Depreciation and amortization 2,334,430 2,705,676 2,795,474
Provision for loss in book value of real estate 1,400,000 - 1,900,000
Interest 3,852,992 4,700,490 4,851,226
General and administrative 95,178 155,572 151,874
------------- ------------- -------------
Total 14,929,274 16,462,318 18,124,256
------------- ------------- -------------
LOSS FROM OPERATIONS ( 2,411,645) ( 3,330,035) ( 3,329,414)
MINORITY INTEREST IN SUBSIDIARIES' NET LOSS 84,485 210,575 213,279
------------- ------------- -------------
NET LOSS $( 2,327,160) $( 3,119,460) $( 3,116,135)
============ ============ ============
UNITS - AUTHORIZED AND ISSUED
General Partner 6,803 6,778 6,778
Limited Partner 172,169 172,194 172,194
NET LOSS PER UNIT
General Partner $( 13.00) $( 17.43) $( 15.10)
Limited Partner ( 13.00) ( 17.43) ( 15.10)
BOOK VALUE OF A UNIT
General Partner $ 49.67 $ 62.67 $ 80.10
Limited Partner 49.67 62.67 80.10
CASH DISTRIBUTIONS
General Partner $ - $ - $ 2.00
Limited Partner - - 2.00
See accompanying notes to consolidated financial statements
30
31
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
GENERAL LIMITED
PARTNERS PARTNERS TOTAL
-------------- -------------- --------------
BALANCE - DECEMBER 31, 1992 $ 638,926 $ 19,081,865 $ 19,720,791
Add (deduct):
To reflect changes in partnership
capital between general and
limited partners - net 8,740 ( 8,740) -
Loss for the year ended
December 31, 1993 ( 101,965) ( 3,014,170) ( 3,116,135)
Cash distributions for the year
ended December 31, 1993 ( 13,460) ( 399,300) ( 412,760)
Redemption of limited partner units - ( 1,855,720) ( 1,855,720)
------------- ------------- -------------
BALANCE - DECEMBER 31, 1993 532,241 13,803,935 14,336,176
Deduct:
Loss for the year ended
December 31, 1994 ( 118,140) ( 3,001,320) ( 3,119,460)
------------- ------------- -------------
BALANCE - DECEMBER 31, 1994 414,101 10,802,615 11,216,716
Add (deduct):
Loss for the year ended
December 31, 1995 ( 88,459) ( 2,238,701) ( 2,327,160)
To reflect changes in partnership
capital between general and limited
partners - net 2,050 ( 2,050) -
------------- ------------- -------------
BALANCE - DECEMBER 31, 1995 $ 327,692 $ 8,561,864 $ 8,889,556
============= ============= =============
See accompanying notes to consolidated financial statements
31
32
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
CONSOLIDATED STATEMENT OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1995 1994 1993
---- ---- ----
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $( 2,327,160) $( 3,119,460) $( 3,116,135)
Adjustments to reconcile net loss to
net cash provided by operating activities:
Depreciation and amortization 2,334,430 2,705,676 2,795,474
Amortization of debt forgiveness income ( 73,389) ( 24,630) -
Net (gain) loss on disposal of land,
building and improvements 160,840 ( 187,571) ( 252,756)
Provision for loss in real estate book value 1,400,000 - 1,900,000
Reserve for loans and interest receivable - 213,227 -
(Income) loss from partnerships ( 382,248) 1,099,073 96,204
Changes in assets and liabilities:
Beginning cash balance of
properties acquired - - 100,359
Ending cash balance of entity
eliminated from consolidation ( 42,455) - -
(Increase) decrease in accounts receivable
and prepaid expenses - net 61,493 345,653 ( 63,319)
(Increase) decrease in deposits 320,928 ( 10,457) ( 301,265)
Increase (decrease) in accounts payable
and accrued expenses ( 133,898) 143,024 91,065
Increase in accrued property taxes 90,096 112,228 224,926
Increase (decrease) in accrued interest 234,984 342,863 ( 285,309)
Increase in security deposits
and prepaid rent 3,231 46,332 3,400
------------- ------------- -------------
NET CASH PROVIDED BY OPERATING ACTIVITIES 1,646,852 1,665,958 1,192,644
------------- ------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES
Investment in land, building and
furniture and equipment ( 879,261) ( 1,703,052) ( 1,594,286)
Investment in partnerships ( 1,455,871) ( 14,896) ( 233,765)
Investments in loans receivable ( 683,950) ( 798,062) ( 323,243)
Investment in deferred charges (primarily
unamortized broker commissions) ( 364,067) ( 628,783) ( 451,263)
Proceeds from sale of real estate,
net of selling expenses - - 1,052,694
Proceeds from sale of investment
in partnership 314,800 - -
Partnership investment draws 311,187 122,229 134,271
Decrease in minority interest ( 185,685) ( 309,275) ( 304,479)
Collection of notes receivable 19,355 305,500 91,507
------------- ------------- -------------
NET CASH USED BY INVESTING ACTIVITIEs ( 2,923,492) ( 3,026,339) ( 1,628,564)
------------- ------------- -------------
See accompanying notes to consolidated financial statements
32
33
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
CONSOLIDATED STATEMENT OF CASH FLOWS - Continued
YEARS ENDED DECEMBER 31, 1995 1994 1993
---- ---- ----
CASH FLOWS FROM FINANCING ACTIVITIES
Payment of mortgages and notes payable $( 778,357) $( 3,242,922) $( 678,462)
Partner draws - - ( 412,760)
Proceeds from mortgage financing 898,223 273,513 2,552,663
Proceeds from loans payable 1,119,488 802,425 37,834
------------- ------------- -------------
NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES 1,239,354 ( 2,166,984) 1,499,275
------------- ------------- -------------
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS ( 37,286) ( 3,527,365) 1,063,355
CASH AND CASH EQUIVALENTS AT
BEGINNING OF YEAR 529,136 4,056,501 2,993,146
------------- ------------- -------------
CASH AND CASH EQUIVALENTS AT
END OF YEAR $ 491,850 $ 529,136 $ 4,056,501
============= ============= =============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest paid during the year $ 3,967,495 $ 4,604,942 $ 4,696,747
============= ============= =============
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING
AND FINANCING ACTIVITIES
Fully depreciated leasehold improvements,
furniture and equipment written off $ - $ - $ 302,656
During 1995, the Partnership exchanged its
undivided interest in a property with total
assets of $8,480,741 and total liabilities
of $8,257,513 for an undivided interest in a
replacement property.
During 1993, the Partnership foreclosed on
$3,100,000 mortgage loan receivable and took
possession of a property with the same basis.
During 1993, the Partnership acquired two properties
in exchange for a similar property. The properties
acquired had total assets of $10,582,595 and total
liabilities of the same amount.
During 1993, the Partnership acquired 27,408 of its
own units and various other partnership interests
valued at $744,280 in exchange for a $2,600,000
mortgage payable.
See accompanying notes to consolidated financial statements
33
34
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A summary of the principal accounting policies followed by First Wilkow
Venture (the "Partnership") is set forth as follows:
The financial statements include the accounts of all entities in which
the Partnership owns fifty percent or more and maintains effective
control. The Partnership's 57.66% undivided interest in a hotel was
accounted for using the proportionate consolidation method.
Investments in entities in which ownership interests are less than
fifty percent and the Partnership exercises significant influence over
operating and financial policies are accounted for on the equity
method. Effective January 1, 1992, the Partnership de- consolidated L-C
Office Building IV Limited Partnership as that subsidiary was insolvent
and the Partnership decided it would no longer fund its operations.
The subsidiary is now reported under the equity method of accounting.
Other investments are accounted for on the cost method. Intercompany
accounts and transactions between consolidated entities have been
eliminated in consolidation.
For purposes of the consolidated statement of cash flows, the
Partnership considers certificates of deposit with a maturity of three
months or less to be cash equivalents. Certain Partnership deposits at
LaSalle National Bank are in excess of the amount insured by the
Federal Deposit Insurance Corporation and are, therefore, considered a
concentration of credit risk.
Rental income is derived from leasing to lessees (under operating
leases) various types of real estate owned by the Partnership.
Investments in real estate partnerships are reported using either the
cost or equity methods of accounting. Under the equity method, the
cost of these investments is reduced by a pro rata share of net losses
and drawings and increased by a pro rata share of net income of the
investee. Under the cost method, income is reported as draws are
received.
Land, buildings and improvements are carried at cost. Major additions
and betterments are charged to the property accounts; maintenance and
repairs which do not improve or extend the life of the respective
assets are charged to expense as incurred. When assets are sold or
retired, the cost and accumulated depreciation are removed from the
accounts, and any gain or loss is recognized.
Depreciation on buildings, improvements, furniture and equipment is
computed using the straight-line and accelerated methods based on the
estimated useful lives of the assets.
Deferred charges represent real estate acquisition costs, deferred
broker commissions and mortgage financing costs. These costs are being
amortized using the straight-line method over lives ranging from 1 to
40 years.
There is no provision for federal income taxes as the partners report
their share of the Partnership's net income or loss in their individual
income tax returns.
34
35
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
Deferred state income taxes are provided on certain real estate sales
that are taxable to the Partnership which are being reported on an
installment or tax free exchange basis for income tax purposes.
Debt forgiveness income is being amortized as a reduction of interest
expense over the remaining term of the related loan using the effective
interest method.
Use of Estimates - The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent 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 those estimates.
2 - DEPRECIATION
Depreciation is based on the method and estimated useful life of the
respective assets as follows:
Property Method Life
-------- ------ ----
174-180 North Michigan Avenue*
a. Building Straight Line 35 years
b. Improvements Straight Line Various
c. Furniture and equipment 150% Declining Balance 12 years
Naperville Office
a. Building Straight Line 25 years
b. Improvements Straight Line Various
c. Furniture and equipment 150% Declining Balance 12 years
Waterfall Plaza
a. Building Straight Line 40 years
b. Improvements Straight Line 40 years
Tango Bay Suites
a. Building Straight Line 40 years
b. Improvements Straight Line 40 years
c. Furniture and equipment Straight Line Various
35
36
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
Property Method Life
-------- ------ ----
Freeport Office
a. Building Straight Line 40 years
b. Improvements Straight Line Various
c. Furniture and equipment Straight Line Various
Highland Park
a. Building Straight Line 30 years
b. Improvements Straight Line 40 years
150% Declining Balance 40 years
150% Declining Balance 12 years
M&J/Retail (10 retail centers)
a. Buildings Straight Line 40 years
b. Improvements Straight Line 40 years
c. Furniture and equipment Straight Line 12 years
* The 174 North Michigan Avenue building was sold in 1987.
36
37
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
3 - INVESTMENTS IN PARTNERSHIPS
A summary of the income or loss from partnership investments included in
the accompanying consolidated statement of operations on the equity method
of accounting, unless otherwise indicated, is as follows:
1995 1994 1993
----------------- ------------------- -------------------
21st M&J Venture $ - $ 1,000 (a) $ -
222 Fee Associates 406 (A) 305 (a) -
5601 N. Sheridan Associates 544 (A) 408 (a) -
Duke Realty Limited Partnership 134,754 (A) - -
First Candlewick Associates 3,000 (A) 2,250 (a) -
First MW Associates 1,750 - -
Hawdel Limited Partnership ( 34,351) ( 71,434) ( 54,186)
M&J/Grove Limited Partnership ( 31,206) ( 168,179) ( 110,953)
M&J/Largo Limited Partnership - - 13,896(a)
M&J/Retail Limited Partnership 137,245 (C) - -
M&J/Two Market Associates - 800(a) -
North LaSalle Street Ltd. Partnership - ( 962,991)(b) -
Orhow Associates - 700(a) -
Rosemont 28 Limited Partnership 49 ( 11,508) ( 11,506)
S & S Venture 35,206 (A) 2,754(a) -
Second Chase Venture 4,325 (A) 675(a) -
Second Wilkow Venture 2,364 (A) 2,068(a) -
Wilkow/Retail Partners L.P. 120 (A) 90(a) -
XXI Office Plaza Associates 128,042 103,989 66,545
------------- ------------- ------
$ 382,248 $( 1,099,073) $( 96,204)
============= ============ ============
(a) Income recognized under the cost method.
(b) Loss on disposition of investment.
(c) Gain on disposition of investment.
37
38
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
In conjunction with the purchase of units from various limited partners on
December 31, 1993 (see Note 9), the Partnership also acquired the following
partnership investments:
Value
Limited Percentage Assigned
Partner of Total to the
Units Partnership Partnership
Name of Partnership Purchased Units Interest
------------------- ------------ ------------- -------------
21st M&J Venture 50 8.28% $ 99,900
222 Fee Associates 64 3.50 7,424
544 Arizona Associates 55 11.75 -
5601 N. Sheridan Associates 34 12.32 28,254
DB/F Office Limited Partnership 25 .85 -
Fifth Arizona Associates 3 .67 -
Fifth Orlando Associates 83 11.69 -
First Apollo Associates 10 3.83 -
First Candlewick Associates 50 10.87 116,050
First MW Associates 50 50.00 18,462
First Orlando Venture 50 10.00 -
L-C Office Partnership IV 44 1.35 -
M&J/Fort Myers Limited Partnership 108 1.68 -
M&J/Freeport Limited Partnership 25 .33 -
M&J/Grove Limited Partnership 50 1.18 -
M&J/Largo Limited Partnership 177 5.05 115,227
M&J/LaSalle Associates 24 .46 -
M&J/Retail Limited Partnership 50 .70 46,500
M&J/Two Market Associates 40 5.52 19,880
M&J/Westwood Limited Partnership 61 2.18 -
Monterey Village Associates 45 5.63 -
Orhow Associates 35 7.59 70,000
Park 100 Equity Investors
Limited Partnership 20 1.76 27,840
Park 100 Mortgage Investors
Limited Partnership 77 6.78 5,313
Pre-Vest Associates 3 12.50 -
S & S Venture 54 6.67 65,718
Second Chase Venture 50 8.33 56,100
Second Wilkow Venture 197 4.89 64,813
Seventh M&J Associates 35 8.27 -
Wilkow/Grove Partners Limited Partnership 7 3.02 -
Wilkow/Metro Partners Limited Partnership 16 3.52 -
Wilkow/Retail Partners Limited Partnership 3 .75 2,799
----------
$ 744,280
==========
In addition, the Partnership acquired an option to acquire an additional
400 units of M&J/LaSalle Associates upon the occurrence of a "qualifying
event" as defined in the purchase agreement.
38
39
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
The following is a summary of financial position and results of operations
of the properties in which the Partnership has a partnership interest. The
following schedule has been prepared from financial information provided by
these partnerships as of their calendar year ends.
YEAR ENDED DECEMBER 31, 1995:
Crow-
Commerce 203 N.
Park North LaSalle St.
Apollo Retail, Ltd. Partnership
----------- -------------- --------------
(d) (c)(d) (c)(d)
BALANCE SHEET
Real estate - net of
accumulated depreciation
Current assets
Other assets
TOTAL ASSETS
Mortgages payable
Other liabilities
Partners' deficit
TOTAL LIABILITIES AND
PARTNERS' DEFICIT
STATEMENT OF OPERATIONS
Revenue
Less: Operating expenses
Other expenses
Depreciation
NET LOSS
(a) Based upon unaudited financial statements.
(b) Based upon audited financial statements.
(c) Investment is stated at zero.
(d) Information not available at time of report.
39
40
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
Sun Pointe
Rosemont XXI Office Place
28 Plaza Limited
Associates Associates Partnership
--------------- -------------- --------------
(d) (b) (d)
BALANCE SHEET
Real estate - net of
accumulated depreciation $ 5,819,187
Current assets 1,712,961
Other assets 8,654
-------------
TOTAL ASSETS $ 7,540,802
=============
Mortgages payable $ 3,011,175
Other liabilities 837,810
Partners' capital 3,691,817
-------------
TOTAL LIABILITIES AND
PARTNERS' CAPITAL $ 7,540,802
=============
STATEMENT OF OPERATIONS
Revenue $ 3,387,093
Less: Operating expenses 1,148,533
Other expenses 854,159
Depreciation 442,647
-------------
NET INCOME $ 941,754
=============
(a) Based upon unaudited financial statements.
(b) Based upon audited financial statements.
(c) Investment is stated at zero.
(d) Information not available at time of report.
40
41
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
2221 Camden M&J/Fort
Court Myers M&J/Grove
Office Limited Limited
Building Partnership Partnership
--------------- -------------- --------------
(a) (c)(d) (d)
BALANCE SHEET
Real estate - net of
accumulated depreciation $ 8,008,848
Current assets 352,327
Other assets 336,841
--------------
TOTAL ASSETS $ 8,698,016
==============
Mortgages payable $ 8,147,287
Other liabilities 203,650
Partners' capital 347,079
--------------
TOTAL LIABILITIES AND
PARTNERS' CAPITAL $ 8,698,016
==============
STATEMENT OF OPERATIONS
Revenue $ 1,704,227
Less: Operating expenses 736,955
Other expenses 710,164
Depreciation 467,894
--------------
NET LOSS $( 210,786)
=============
(a) Based upon unaudited financial statements.
(b) Based upon audited financial statements.
(c) Investment is stated at zero.
(d) Information not available at time of report.
41
42
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
Lake Cook
Office
Development
--------------
(d)
BALANCE SHEET
Real estate - net of
accumulated depreciation
Current assets
Other assets
TOTAL ASSETS
Mortgages payable
Other liabilities
Partners' deficit
TOTAL LIABILITIES AND
PARTNERS' DEFICIT
STATEMENT OF OPERATIONS
Revenue
Less: Operating expenses
Other expenses
Depreciation
NET LOSS
(a) Based upon unaudited financial statements.
(b) Based upon audited financial statements.
(c) Investment is stated at zero.
(d) Information not available at time of report.
42
43
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
YEAR ENDED DECEMBER 31, 1994:
Crow-
Commerce 203 N.
Park North LaSalle St.
Apollo Retail, Ltd. Partnership
----------- -------------- --------------
(d) (a)(c) (a)(c)
BALANCE SHEET
Real estate - net of
accumulated depreciation $ 7,684,825 $ 35,252,805
Current assets 2,531,499 2,876,917
Other assets 104,662 5,554,588
------------- -------------
TOTAL ASSETS $ 10,320,986 $ 43,684,310
============= =============
Mortgages payable $ 9,710,770 $ 103,882,052
Other liabilities 1,520,198 12,777,232
Partners' deficit ( 909,982) ( 72,974,974)
------------- -------------
TOTAL LIABILITIES AND
PARTNERS' DEFICIT $ 10,320,986 $ 43,684,310
============= =============
STATEMENT OF OPERATIONS
Revenue $ 1,203,346 $ 14,960,475
Less: Operating expenses 626,123 7,996,915
Other expenses 608,390 6,680,352
Depreciation 271,604 4,990,596
------------- -------------
NET LOSS $( 302,771) $( 4,707,388)
============ ============
(a) Based upon unaudited financial statements.
(b) Based upon audited financial statements.
(c) Investment is stated at zero.
(d) Information not available at time of report.
43
44
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
Sun Pointe
Rosemont XXI Office Place
28 Plaza Limited
Associates Associates Partnership
--------------- -------------- --------------
(d) (b) (a)
BALANCE SHEET
Real estate - net of
accumulated depreciation $ 6,327,158 $ 2,576,224
Current assets 807,169 68,951
Other assets 8,813 15,137
------------- -------------
TOTAL ASSETS $ 7,143,140 $ 2,660,312
============= =============
Mortgages payable $ 3,268,622 $ -
Other liabilities 1,124,455 228,393
Partners' capital 2,750,063 2,431,919
------------- -------------
TOTAL LIABILITIES AND
PARTNERS' CAPITAL $ 7,143,140 $ 2,660,312
============= =============
STATEMENT OF OPERATIONS
Revenue $ 2,740,956 $ 548,916
Less: Operating expenses 1,061,887 553,967
Other expenses 708,165 3,898
Depreciation 393,960 178,634
------------- -------------
NET INCOME (LOSS) $ 576,944 $( 187,583)
============= ============
(a) Based upon unaudited financial statements.
(b) Based upon audited financial statements.
(c) Investment is stated at zero.
(d) Information not available at time of report.
44
45
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
2221 Camden M&J/Fort
Court Myers M&J/Grove
Office Limited Limited
Building Partnership Partnership
--------------- -------------- --------------
(a) (a)(c) (a)
BALANCE SHEET
Real estate - net of
accumulated depreciation $ 7,444,964 $ 20,058,882 $ 10,967,814
Current assets 476,699 1,104,305 119,687
Other assets 392,562 80,919 204,113
-------------- ------------- -------------
TOTAL ASSETS $ 8,314,225 $ 21,244,106 $ 11,291,614
============== ============= =============
Mortgages payable $ 8,327,483 $ 16,545,551 $ 9,144,856
Other liabilities 248,551 6,981,624 1,022,837
Partners' capital (deficit) ( 261,809) ( 2,283,069) 1,123,921
-------------- ------------- -------------
TOTAL LIABILITIES AND
PARTNERS' CAPITAL (DEFICIT) $ 8,314,225 $ 21,244,106 $ 11,291,614
============== ============= =============
STATEMENT OF OPERATIONS
Revenue $ 1,673,572 $ 515,040 $ 1,180,717
Less: Operating expenses 857,457 728,152 791,220
Other expenses 753,566 2,326,691 842,349
Depreciation 473,944 589,790 286,922
-------------- ------------- -------------
NET LOSS $( 411,395) $( 3,129,593) $( 739,774)
============= ============ ============
(a) Based upon unaudited financial statements.
(b) Based upon audited financial statements.
(c) Investment is stated at zero.
(d) Information not available at time of report.
45
46
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
Lake Cook
Office
Development
--------------
(a)
BALANCE SHEET
Real estate - net of
accumulated depreciation $ 3,151,460
Current assets 149,223
Other assets 62,129
-------------
TOTAL ASSETS $ 3,362,812
=============
Mortgages payable $ 8,427,988
Other liabilities 261,156
Partners' deficit ( 5,326,332)
-------------
TOTAL LIABILITIES AND
PARTNERS' DEFICIT $ 3,362,812
=============
STATEMENT OF OPERATIONS
Revenue $ 1,314,991
Less: Operating expenses 673,511
Other expenses 523,535
Depreciation 178,753
-------------
NET LOSS $( 60,808)
============
(a) Based upon unaudited financial statements.
(b) Based upon audited financial statements.
(c) Investment is stated at zero.
(d) Information not available at time of report.
46
47
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
YEAR ENDED DECEMBER 31, 1993:
Crow-
Quorum Commerce
Business Park North
Apollo Center Retail, Ltd.
-------------- -------------- --------------
(a) (a)(c) (a)(c)
BALANCE SHEET
Real estate - net of
accumulated depreciation $ 1,224,581 $ - $ 7,962,079
Current assets 210,576 - 2,002,781
Other assets 21,625 - 183,531
-------------- ------------- -------------
TOTAL ASSETS $ 1,456,782 $ - $ 10,148,391
============== ============= =============
Mortgages payable $ 3,550,624 $ - $ 9,710,770
Other liabilities 225,369 - 1,032,672
Partners' deficit ( 2,319,211) - ( 595,051)
-------------- ------------- -------------
TOTAL LIABILITIES AND
PARTNERS' DEFICIT $ 1,456,782 $ - $ 10,148,391
============== ============= =============
STATEMENT OF OPERATIONS
Revenue $ 666,273 $ 192,568 $ 1,272,048
Less: Operating expenses 656,440 147,255 600,641
Other expenses 94,503 - 965,540
Depreciation 155,988 97,899 271,453
-------------- ------------- -------------
NET LOSS $( 240,658) $( 52,586) $( 565,586)
============= ============ ============
(a) Based upon unaudited financial statements.
(b) Based upon audited financial statements.
(c) Investment is stated at zero.
(d) Information not available at time of report.
47
48
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
Park 100
203 N. Park 100 Mortgage
LaSalle St. Joint Investors
Partnership Venture Ltd.
--------------- -------------- --------------
(a) (e) (e)
BALANCE SHEET
Real estate - net of
accumulated depreciation $ 38,324,130
Current assets 890,087
Other assets 8,050,488
--------------
TOTAL ASSETS $ 47,264,705
==============
Mortgages payable $ 108,882,052
Other liabilities 6,650,239
Partners' deficit ( 68,267,586)
--------------
TOTAL LIABILITIES AND
PARTNERS' DEFICIT $ 47,264,705
==============
STATEMENT OF OPERATIONS
Revenue $ 14,164,267
Less: Operating expenses 9,786,984
Other expenses 6,261,563
Depreciation 3,214,398
--------------
NET LOSS $( 5,098,678)
=============
(a) Based upon unaudited financial statements.
(b) Based upon audited financial statements.
(c) Investment is stated at zero.
(d) Information not available at time of report.
(e) Investment was exchanged for interest in Duke Realty Limited
Partnership in 1994.
48
49
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
343
Rosemont Rosemont XXI Office
Limited 28 Plaza
Partnership Associates Associates
--------------- -------------- --------------
(a)(c) (a) (b)
BALANCE SHEET
Real estate - net of
accumulated depreciation $ - $ 1,909,955 $ 5,261,783
Current assets - - 1,156,583
Other assets - - -
-------------- ------------- -------------
TOTAL ASSETS $ - $ 1,909,955 $ 6,418,366
============== ============= =============
Mortgages payable $ - $ 19,333 $ 3,503,265
Other liabilities - 3,197 406,982
Partners' capital - 1,887,425 2,508,119
-------------- ------------- -------------
TOTAL LIABILITIES AND
PARTNERS' CAPITAL $ - $ 1,909,955 $ 6,418,366
============== ============= =============
STATEMENT OF OPERATIONS
Revenue $ 591,266 $ - $ 2,632,234
Less: Operating expenses 761,812 50,205 1,076,273
Other expenses 42,077 - 714,082
Depreciation 303,878 - 382,089
-------------- ------------- -------------
NET INCOME (LOSS) $( 516,501) $( 50,205) $ 459,790
============= ============ =============
(a) Based upon unaudited financial statements.
(b) Based upon audited financial statements.
(c) Investment is stated at zero.
(d) Information not available at time of report.
49
50
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
Sun Pointe 2221 Camden M&J/Fort
Place Court Myers
Limited Office Limited
Partnership Building Partnership
--------------- -------------- --------------
(a) (a) (a)(c)
BALANCE SHEET
Real estate - net of
accumulated depreciation $ 2,584,680 $ 7,804,601 $ 24,233,138
Current assets 43,806 520,131 79,326
Other assets 10,826 438,549 1,346,668
-------------- ------------- -------------
TOTAL ASSETS $ 2,639,312 $ 8,763,281 $ 25,659,132
============== ============= =============
Mortgages payable $ - $ 8,418,800 $ 22,866,467
Other liabilities 19,810 209,786 7,096,148
Partners' capital (deficit) 2,619,502 134,695 ( 4,303,483)
-------------- ------------- -------------
TOTAL LIABILITIES AND
PARTNERS' CAPITAL (DEFICIT) $ 2,639,312 $ 8,763,281 $ 25,659,132
============== ============= =============
STATEMENT OF OPERATIONS
Revenue $ 624,139 $ 1,682,188 $ 830,174
Less: Operating expenses 525,306 753,554 1,037,606
Other expenses - 794,603 2,636,007
Depreciation 191,260 469,068 606,738
-------------- ------------- -------------
NET LOSS $( 92,427) $( 335,037) $( 3,450,177)
============= ============ ============
(a) Based upon unaudited financial statements.
(b) Based upon audited financial statements.
(c) Investment is stated at zero.
(d) Information not available at time of report.
50
51
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
M&J/Grove Lake Cook
Limited Office
Partnership Development
-------------- --------------
(a) (a)(c)
BALANCE SHEET
Real estate - net of
accumulated depreciation $ 11,035,652 $ 5,269,831
Current assets 512,817 95,086
Other assets 210,796 457,232
------------- -------------
TOTAL ASSETS $ 11,759,265 $ 5,822,149
============= =============
Mortgages payable $ 9,458,441 $ 8,483,751
Other liabilities 388,301 4,033,035
Partners' capital (deficit) 1,912,523 ( 6,694,637)
------------- -------------
TOTAL LIABILITIES AND
PARTNERS' CAPITAL (DEFICIT) $ 11,759,265 $ 5,822,149
============= =============
STATEMENT OF OPERATIONS
Revenue $ 1,433,335 $ 377,526
Less: Operating expenses 761,179 931,577
Other expenses 918,892 259,527
Depreciation 281,609 145,144
------------- -------------
NET LOSS $( 528,345) $( 958,722)
============ ============
(a) Based upon unaudited financial statements.
(b) Based upon audited financial statements.
(c) Investment is stated at zero.
(d) Information not available at time of report.
51
52
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
DB/F Office Limited Partnership
The Partnership had invested a total of $1,605,000 to obtain a 54.87%
interest in DB/F Office Limited Partnership, which is a 98.04% general
partner in Deerfield Beach Quorum Associates, which owned an office
building in Deerfield Beach, Florida. In addition to the partnership
investment, the Partnership had a loan receivable of $405,176. During
1993, the property was foreclosed and the partnership was liquidated. The
loan receivable was reserved in full in 1992 and was written off in 1993.
First Ron Venture
In April 1978, the Partnership invested $260,000 to obtain a one-third
interest in First Ron Venture, which has a 38% interest in Apollo
Associates, which owns an apartment complex in Oklahoma City, Oklahoma.
Although First Ron Venture is entitled to a cumulative annual priority
distribution of cash flow of which the Partnership's share is $23,490, the
property has not generated sufficient cash flow for the past several years
to make distributions. The investment is being carried at zero. On
December 31, 1993, the Partnership acquired a 3.831% interest in First
Apollo Associates, which holds a one-third interest in First Ron Venture
(see Page 38).
Hawdel Limited Partnership I and III
To date, the Partnership has invested $1,320,000 to obtain 18.03% interests
in Hawdel I and III Limited Partnerships, which own the 2221 Camden Court
Office Building located in Oak Brook, Illinois. The Partnership is
entitled to a 10% cumulative priority cash flow return on invested capital.
In addition to the investment, the Partnership has a note receivable of
$295,161 from Hawdel Limited Partnership I and III (see Note 4).
M&J/Fort Myers Limited Partnership
In March 1987, the Partnership invested $1,000,000 to obtain a 12.16%
interest in M&J/Fort Myers Limited Partnership, which owns Metro Mall
located in Fort Myers, Florida. In the event of a sale or refinancing, the
Partnership is entitled to a cash distribution priority equal to the
original investment in the partnership. In addition to the partnership
investment, the Partnership had a $5,282,050 loan receivable from M&J/Fort
Myers Limited Partnership (see Note 4). On December 31, 1993, the
Partnership's loan receivable and related accrued interest were exchanged
for a 5% limited partnership interest in M&J/Fort Myers Limited
Partnership.
52
53
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
During 1990, the Partnership transferred all of its partnership interest in
M&J/Fort Myers Limited Partnership to Metro Class A Investors Limited
Partnership, a limited partnership in which the Partnership owns a 95%
residual partnership interest. On December 31, 1993, the Partnership
acquired a 1.26% interest in M&J/Fort Myers Limited Partnership and a 3.52%
interest in Wilkow/Metro Partners L.P., a partner of M&J/Fort Myers Limited
Partnership (see Page 38).
During 1994, the Partnership sold its partnership interest to an unrelated
third party for nominal consideration.
M&J/Largo Limited Partnership
The Partnership invested a total of $694,227 to acquire a 25.1% interest in
M&J/Largo Limited Partnership, which owns 91.12% of Sun Pointe Place
Limited Partnership, which developed and owns a 140 one-bedroom unit
apartment complex located in Largo, Florida. The Partnership is entitled
to a cumulative cash flow priority of 8% on invested capital. M&J/Largo
has a put, which expires January 31, 1998, to Sun Pointe Place Limited
Partnership for a specified withdrawal price which would net the
Partnership a total of $396,900.
M&J/Quorum Associates
The Partnership has invested a total of $2,295,000 to obtain a 64.35%
interest in M&J/Quorum Associates, which is a 66.29% limited partner in the
Quorum Limited Partnership, which is a 50% general partner in Crow-Commerce
Park North Retail, Ltd., which developed a shopping center in Houston,
Texas. The Partnership is entitled to a 9% cumulative cash flow priority
on invested capital. In addition to the partnership investment, the
Partnership has a loan receivable of $113,663 which was written off at
December 31, 1995, as a result of the mortgage lien being foreclosed during
April 1995 (see Notes 4 and 11). This investment is being carried at zero.
M&J/Westwood Limited Partnership
In December 1986, the Partnership invested $517,000 to obtain an 18.52%
interest in M&J/Westwood Limited Partnership, which owns 48% of The Villas
at Monterey Limited Partnership, which owns a 260-unit all suites hotel and
corporate rental project in Orlando, Florida, known as Tango Bay Suites
Resort. On December 31, 1993, the Partnership acquired an additional 2.19%
interest in M&J/Westwood (see Page 38).
In March 1993, the Partnership acquired a 63.64% undivided interest in
Tango Bay Suites pursuant to an exchange for an ownership interest in a
similar property. The Villas at Monterey Limited Partnership retained the
remaining 36.36% interest. In November 1993, the Partnership sold a 5.98%
undivided interest in Tango Bay Suites to an unrelated party for a relative
proportion of the debt, recognizing a gain of $53,231 on the disposition.
The Partnership exchanged its interest in Tango Bay Suites for an undivided
interest in the 209 W. Jackson
53
54
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
building effective June 30, 1995. The Partnership also has a loan
receivable of $731,124 at December 31, 1995, from Tango Bay Suites (see
Note 4).
The Partnership's undivided interest in Tango Bay Suites is combined with
its effective interest in The Villas at Monterey Limited Partnership and
included in the accompanying consolidated financial statements.
North LaSalle Street Limited Partnership
Through 1987, the Partnership had invested a total of $962,991 to obtain a
6.42% interest in North LaSalle Street Limited Partnership, which owns a
63% general partnership interest in 203 North LaSalle Street Partnership,
which owns a 547,641 square foot, 15-story office building built on the air
rights above the twelfth story of the 203 North LaSalle Street Building
parking garage at the same address in Chicago, Illinois. The Partnership's
interest was diluted to 3.21% on January 1, 1988, due to the exercise of an
option by an affiliate of an existing partner. The Partnership's interest
was further diluted to 2.824% as a result of issuance of additional units
during 1991 and 1992 to which the Partnership did not participate.
On December 31, 1994, the Partnership transferred its partnership interest
for nominal consideration to an unrelated third party, resulting in a loss
on disposition of $962,991.
Duke Realty Limited Partnership
Prior to October 1993, the Partnership owned a 69.42% interest in Park 100
Equity Investors Limited Partnership and a 55.07% limited partnership
interest in Park 100 Mortgage Investors Limited Partnership. Both of these
limited partnerships held indirect ownership interests in Park 100, an
industrial park in Indianapolis, Indiana, which was developed by Duke
Associates. Duke Associates also maintained a significant ownership
interest in the property. On October 4, 1993, Park 100 was conveyed to an
operating partnership (the "UPREIT") owned by Duke Realty Investments,
Inc., a real estate investment trust ("REIT") listed on the New York Stock
Exchange, together with more than 100 other properties, in return for the
issuance of units of partnership interest in the operating partnership
which, eventually, will be convertible, on a one-for-one basis, to shares
of common stock to the REIT. As part of this transaction, the REIT also
completed an offering to the public of 13,167,500 additional shares of
common stock, which generated proceeds of approximately $312.7 million.
On December 31, 1993, the Partnership acquired an additional 1.77% interest
in Park 100 Equity Investors Limited Partnership and an additional 6.78%
interest in Park 100 Mortgage Investors Limited Partnership. The
Partnership also acquired a 5.52% interest in M&J/Two Market Associates,
which also holds an indirect interest in the real estate investment trust
(see Page 38).
54
55
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
On December 2, 1994, the Partnership redeemed its interest in the above
three partnerships for a direct ownership in the UPREIT. The redemption
resulted in the Partnership owning 50,251 partnership units in the UPREIT
which, eventually, will be convertible on a one-for-one basis, to shares
of common stock of the REIT. The Partnership's limited partner units are
currently pledged as collateral for a revolving credit facility with
LaSalle National Bank (see Note 10).
Rosemont 28 Limited Partnership
The Partnership has invested a total of $732,014 to obtain a 22.92%
interest in Rosemont 28 Limited Partnership, which owns 11.25 acres of land
held for development in Orlando, Florida. Net cash flow and residual
proceeds are distributed in accordance with the partners' respective
interests.
S & S Venture
On December 31, 1993, the Partnership acquired a 6.67% interest in S & S
Venture, which owned a 51,000 square foot industrial building in Lincoln,
Rhode Island. On March 15, 1995, S & S Venture closed a transaction which
coupled the sale of its property with a settlement of the obligations of
the tenant under its lease and resulted in a gain to the Partnership of
$34,290.
XXI Office Plaza Associates
In February 1981, the Partnership invested $525,000 to obtain a 13.91%
interest in XXI Office Plaza Associates, which owns an office plaza in
Germantown, Maryland. As a "Class A" limited partner, the Partnership is
entitled, on a noncumulative basis, to a priority distribution from
available cash flow of $41,580. On December 31, 1993, the Partnership
acquired an 8.28% interest in 21st M&J Venture, which has a 16% interest in
XXI Office Plaza Associates. The Partnership also acquired a 7.59%
interest in Orhow Associates, which has a 12.2% interest in XXI Office
Plaza Associates (see Page 38). In addition to the investment, the
Partnership has a note receivable of $27,814 from XXI Office Plaza
Associates (see Note 4).
On February 1, 1996, a tenant occupying approximately 40% of the leasable
area vacated the building. XXI Office Plaza Associates is currently
soliciting tenants to lease the vacant space.
M&J/Grove Limited Partnership
The Partnership had invested a total of $931,000 to obtain a 21.91%
interest in M&J/Grove Limited Partnership, which owns an office complex in
Wheaton, Illinois. As a "Class A" limited partner, the Partnership is
entitled to cumulative cash priority of 8%. On December 31, 1993, the
Partnership acquired an additional 1.17% interest in M&J/Grove Limited
Partnership (see Page 38).
55
56
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
L-C Office Partnership IV
Prior to December 31, 1993, the Partnership had a 73.34% ownership interest
in L-C Office Partnership IV Limited Partnership, which holds a 92.565%
interest in Lake Cook Office Development - Building Four Limited
Partnership ("Lake-Cook IV"), which owned an office building/conference
center in Deerfield, Illinois.
In January 1993, L-C Office Partnership IV's subsidiary entered into an
agreement to exchange its ownership of Lake Cook Office Centre - Building
IV for the right to receive similar property prior to July 1993. The
ownership interest in Building IV was transferred pursuant to the agreement
to the exchange agent in January 1993.
In July 1993, Lake-Cook IV exercised its right to receive property under
the exchange agreement and acquired a 58.50% undivided interest in Dover
Farms Apartments, a 300-unit apartment complex located in a suburb of
Cleveland, Ohio. Under the terms of the co-tenancy agreement, Lake-Cook IV
is required to make future advances to the property totaling $102,375. The
Partnership has a loan payable of $50,000 to Dover Farms Apartments bearing
interest at prime and payable on demand.
On December 31, 1993, the Partnership acquired an additional 1.35% interest
in L-C Office Partnership IV (see Page 38). On January 1, 1994, the
Partnership acquired a 0.4906% interest in Lake Cook Office Development -
Building Four Limited Partnership. In addition to the investment, the
Partnership has a note receivable of $14,589 from Lake Cook Office
Development - Building Four Limited Partnership.
56
57
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
CONSOLIDATED PARTNERSHIPS
M&J/Sheridan Limited Partnership
During 1988, the Partnership invested $2,500,000 to obtain an 89.29%
interest in the M&J/Sheridan Limited Partnership, which owns a 22,523
square foot office building in Highland Park, Illinois. The financial
position and results of operations at December 31, 1995, are included in
the accompanying consolidated financial statements. In addition to the
investment, the Partnership has a note receivable of $265,000 at December
31, 1995, from M&J/Sheridan Limited Partnership.
M&J/Freeport Limited Partnership
The Partnership has invested a total of $5,139,000 to obtain a 68.52%
limited partnership interest in M&J/Freeport Limited Partnership, which is
a 94.05% limited partner in Freeport Office Partners Limited, which owns an
office building in Dallas, Texas. The Partnership, as a Class A Limited
Partner, is entitled to a cumulative priority cash flow of 9% of its
paid-in capital contributions and additional cash flow if cash flow exceeds
the priorities of all partners. The Partnership's effective ownership
percentage of the operating property was 28% from October 1, 1987, through
November 14, 1987. The consolidated accounts of M&J/Freeport Limited
Partnership are included in the consolidated statements of the Partnership
as of November 15, 1987. Prior to November 15, 1987, the investment was
accounted for under the equity method. In September 1989, M&J/Freeport
Limited Partnership's interest in Freeport Office Partners Limited was
reduced to 94.05% as a result of the admission of a new partner to the
partnership. In addition to the investment, the Partnership has a note
receivable of $1,730,000 at December 31, 1995, from Freeport Office
Partners Limited. On December 31, 1993, the Partnership acquired an
additional 0.33% interest in M&J/Freeport Limited Partnership (see Page
38). The financial position and results of operations at December 31,
1995, are included in the accompanying consolidated financial statements.
The property was sold on January 18, 1996 (see Note 12). A provision for
loss in book value of $1,400,000 equal to the estimated loss to the
Partnership on the disposition of the property is recognized in 1995 (see
Note 11).
M&J/Retail Limited Partnership
The Partnership has invested a total of $3,995,000 to obtain a 56.27%
limited partnership interest in M&J/Retail Limited Partnership
("M&J/Retail"), which owns a majority interest in ten strip shopping
centers in the metropolitan Chicago area and two partnership interests.
The Partnership is entitled to a 9% cumulative cash flow priority on
invested capital. On December 31, 1993, the Partnership acquired an
additional 0.70% interest in M&J/Retail (see Page 38). On July 1, 1995,
the Partnership sold 4.22% of its limited partnership interest in
M&J/Retail to an unrelated party for $314,800 and recognized a gain of
$137,245.
57
58
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
During 1988, the Partnership invested $3,110,000 to obtain a 99% interest
in M&J/Harlem Mortgage Limited Partnership, which funded a $3,100,000 first
mortgage on a shopping center located in Oak Park, Illinois. The first
mortgage was partially funded by $2,000,000 of loans payable to certain
limited partners and the general partners bearing interest at 8.5% per
annum. The loans were repaid in January 1994. On August 18, 1993,
M&J/Harlem Mortgage Limited Partnership became Mortgagee in Possession of
the Harlem North Shopping Plaza. On October 13, 1993, a Judgement of
Foreclosure was entered in the Circuit Court of Cook County, Illinois for
M&J/Harlem Mortgage Limited Partnership. On December 30, 1993, M&J/Harlem
Mortgage Limited Partnership financed the property with a first mortgage of
$2,362,500, bearing interest at 7.85% per annum. The mortgage matures
January 1, 1999. On December 31, 1993, the Partnership sold its 99%
interest in M&J/Harlem Mortgage Limited Partnership to M&J/Retail for
$3,150,000. No gain or loss was recognized on the sale.
On July 28, 1995, M&J/Retail acquired a majority interest in Northlake
Tower Limited Partnership ("Tower"), contributing $1,124,109 of a total
initial capital requirement of $1,251,000, with, potentially, an additional
capital requirement of $124,000 to cover unanticipated contingencies.
Additional contributions of $25,532 made through December 31, 1995,
increased the total capital investment to $1,149,641. Tower owns a 17.08%
share of BSRT/M&J Northlake Limited Partnership ("BSRT/M&J"), which
purchased a leasehold interest in the Northlake Tower Festival Shopping
Center for $16,989,000 on July 28, 1995. The purchase of this property was
made subject to a $10,350,000 first mortgage loan bearing interest only at
the fixed rate of 8.5% per annum for ten years. The shopping center,
consisting of 303,956 square feet of improvements and five outlots, is
located in Atlanta, Georgia. In a related transaction, M&J/Retail loaned
$80,951 to Northlake Tower Corporation ("Tower Corporation"), a General
Partner of both Tower and BSRT/M&J (see Note 4). The loan is secured by
Tower Corporation's partnership interests in Tower and BSRT/M&J, and
interest thereon will be paid from Tower Corporation's share of net cash
flow.
On October 27, 1995, M&J/Retail invested a total of $297,000 to acquire a
46.41% Class A interest in M&J/Crossroads Limited Partnership. The balance
of $303,000 of the total $600,000 required capital for Class A investors
was also financed by M&J/Retail, resulting in a receivable from the other
investors for their respective share of capital contributions (see Note 4).
The financial position and results of operations at December 31, 1995, are
included in the accompanying consolidated financial statements.
58
59
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
The following is a summary of the financial position and results of
operations of the entities included in consolidation at December 31, 1995:
Freeport M&J/ M&J/
Office Sheridan Retail
Partners Limited Limited
Limited Partnership Partnership
---------------- --------------- --------------
BALANCE SHEET
Real estate - net of
accumulated depreciation $ 8,328,075 $ 2,906,108 $ 19,221,742
Current assets 66,480 14,775 894,027
Other assets 182,295 37,130 442,304
--------------- -------------- -------------
TOTAL ASSETS $ 8,576,850 $ 2,958,013 $ 20,558,073
=============== ============== =============
Mortgages payable $ 5,185,580 $ 1,545,802 $ 16,337,894
Other long-term payables 3,730,000 265,000 608,333
Current liabilities 1,201,446 59,975 1,245,725
Minority interest 41,499 ( 79,993) 1,617,851
Partners' capital (deficit) ( 1,581,675) 1,167,229 748,270
--------------- -------------- -------------
TOTAL LIABILITIES AND
PARTNERS' CAPITAL (DEFICIT) $ 8,576,850 $ 2,958,013 $ 20,558,073
=============== ============== =============
STATEMENT OF OPERATIONS
Revenue $ 1,417,320 $ 381,346 $ 4,042,911
Less: Operating expenses 929,202 202,057 2,216,168
Other expenses 2,345,203 182,398 1,400,034
Depreciation 437,245 121,217 518,583
Minority interest ( 219,384) ( 13,315) ( 148,215)
-------------- -------------- ------------
NET INCOME (LOSS) $( 2,074,946) $( 111,011) $ 56,341
============== ============= =============
59
60
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
The following is a summary of the financial position and results of
operations of the entities included in consolidation at December 31, 1994:
Freeport M&J/ M&J/
Office Sheridan Retail
Partners Limited Limited
Limited Partnership Partnership
---------------- --------------- --------------
BALANCE SHEET
Real estate - net of
accumulated depreciation $ 10,063,225 $ 3,001,201 $ 19,580,503
Current assets 207,137 5,647 839,797
Other assets 231,665 54,360 417,513
--------------- -------------- -------------
TOTAL ASSETS $ 10,502,027 $ 3,061,208 $ 20,837,813
=============== ============== =============
Mortgages payable $ 5,200,000 $ 1,558,634 $ 15,700,654
Other long-term payables 3,560,000 180,000 106,592
Current liabilities 987,874 111,011 1,162,362
Minority interest 260,883 ( 66,677) 1,393,281
Partners' capital 493,270 1,278,240 2,474,924
--------------- -------------- -------------
TOTAL LIABILITIES AND
PARTNERS' CAPITAL $ 10,502,027 $ 3,061,208 $ 20,837,813
=============== ============== =============
STATEMENT OF OPERATIONS
Revenue $ 1,486,882 $ 327,414 $ 3,769,062
Less: Operating expenses 952,854 184,223 1,818,455
Other expenses 915,318 162,101 1,287,773
Depreciation 437,824 111,920 524,083
Minority interest ( 249,797) ( 14,012) 53,234
--------------- -------------- -------------
NET INCOME (LOSS) $( 569,317) $( 116,818) $ 85,517
============== ============= =============
60
61
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
The following is a summary of the financial position and results of
operations of the entities included in consolidation at December 31, 1993:
M&J/
Freeport Harlem
Office Mortgage
Partners Limited
Limited Partnership
-------------- --------------
BALANCE SHEET
Real estate - net of
accumulated depreciation $ 10,263,688 $ 3,065,125
Current assets 202,856 2,442,207
Other assets 177,296 53,958
------------- -------------
TOTAL ASSETS $ 10,643,840 $ 5,561,290
============= =============
Mortgages payable $ 5,200,000 $ 2,362,500
Other long-term payables 3,110,000 2,000,000
Current liabilities 760,573 251,574
Minority interest 510,680 9,081
Partners' capital 1,062,587 938,135
------------- -------------
TOTAL LIABILITIES AND
PARTNERS' CAPITAL $ 10,643,840 $ 5,561,290
============= =============
STATEMENT OF OPERATIONS
Revenue $ 1,427,088 $ 17,735
Less: Operating expenses 889,198 111,294
Other expenses 883,060 120,515
Depreciation 436,968 34,875
Minority interest ( 236,282) ( 2,489)
------------- -------------
NET LOSS $( 545,856) $( 246,460)
============ ============
61
62
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
M&J/ M&J/
Sheridan Retail
Limited Limited
Partnership Partnership
-------------- --------------
BALANCE SHEET
Real estate - net of
accumulated depreciation $ 2,856,900 $ 16,974,696
Current assets 59,477 1,175,714
Other assets 55,665 282,720
------------- -------------
TOTAL ASSETS $ 2,972,042 $ 18,433,130
============= =============
Mortgages payable $ 1,570,221 $ 13,610,527
Current liabilities 59,428 1,780,365
Minority interest ( 52,665) 1,429,666
Partners' capital 1,395,058 1,612,572
------------- -------------
TOTAL LIABILITIES AND
PARTNERS' CAPITAL $ 2,972,042 $ 18,433,130
============= =============
STATEMENT OF OPERATIONS
Revenue $ 305,628 $ 3,165,720
Less: Operating expenses 189,135 1,440,532
Other expenses 161,538 1,184,888
Depreciation 110,976 443,798
Minority interest ( 16,710) 42,202
------------- -------------
NET INCOME (LOSS) $( 139,311) $ 54,300
============ =============
62
63
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
4 - LOANS RECEIVABLE - OTHER
1995 1994
------------ ------------
Tango Bay Suites
Unsecured promissory note bearing interest at 1% over
prime issued in connection with Tango Bay Suites located
in Orlando, Florida. The note is due on demand (see Note 3). $ 731,124 $ 688,574
M&J/Quorum Associates
Unsecured promissory note bearing interest at prime issued
in connection with the Quorum Shopping Center located in
North Houston, Texas. The note is due on December 31,
1999 (see Note 3). As of December 31, 1995, the entire
balance was written off.
- 113,663
Lake Cook Office Development - Building Four Limited
Partnership
Unsecured promissory note bearing interest at 2% over
prime issued in connection with the Dover Farms Apartments
located in North Royalton, Ohio. The note is due on
demand or, if demand is not sooner made, on March 31,
1998. 14,589 14,589
Hawdel Limited Partnership and Hawdel Limited Partnership
III
Unsecured promissory note bearing interest at 7.52% issued
in connection with the Camden Place Office Building
located in Oak Brook, Illinois. The note is due on July
18, 2004. 295,161 314,516
XXI Office Plaza Associates
Unsecured promissory note bearing interest at prime issued
in connection with Century XXI Office Plaza located in
Germantown, Maryland. The note is due on December 31,
1999. 27,814 27,814
Northlake Tower Corporation
Promissory note bearing interest at prime, secured by
Northlake Tower Corporation's partnership interests in
Northlake Tower Limited Partnership and BSRT/M&J Northlake
Limited Partnership. The note is due on demand or, if
demand is not sooner made, on December 31, 1999.
80,951 -
63
64
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
1995 1994
------------ ------------
Second Wilkow Venture
Unsecured promissory note bearing interest at prime and
payable on demand, issued in connection with the
acquisition of a partnership interest in M&J/Crossroads
Limited Partnership. $ 200,000 $ -
First Candlewick Associates
Unsecured promissory note bearing interest at prime and
payable on demand, issued in connection with the
acquisition of a partnership interest in M&J/Crossroads
Limited Partnership. 45,000 -
222 Fee Associates
Unsecured promissory note bearing interest at prime and
payable on demand, issued in connection with the
acquisition of a partnership interest in M&J/Crossroads
Limited Partnership. 30,000 -
5601 N. Sheridan Associates
Unsecured promissory note bearing interest at prime and
payable on demand, issued in connection with the
acquisition of a partnership interest in M&J/Crossroads
Limited Partnership. 22,000 -
Crossroads of Roseville Corporation
Unsecured promissory note bearing interest at prime and
payable on demand, issued in connection with the
acquisition of a partnership interest in M&J/Crossroads
Limited Partnership. 6,000 -
----------- -----------
1,452,639 1,159,156
Less reserve for M&J/Quorum Associates - 113,663
----------- -----------
Total $ 1,452,639 $ 1,045,493
=========== ===========
5 - CERTIFICATES OF DEPOSIT
Certificates of deposit include maturities through April 24, 1996, with
interest ranging from 5.60% to 5.92%, and represent temporary investments.
64
65
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
6 - MORTGAGES PAYABLE
The mortgages payable at December 31, 1995, consist of:
OUTSTANDING
ORIGINAL BALANCE
PRINCIPAL MONTHLY DECEMBER 31,
AMOUNT PAYMENTS 1995
--------- -------- -------------
180 North Michigan, 8.50%
due monthly to September 1,
2001 (h) $ 6,733,888 $ 47,698 $ 6,733,888
Naperville Office Court,
8.875% due monthly to
May 1, 1998 (b) 3,000,000 24,025 2,797,596
8505 Freeport Building,
9.00% due monthly to
July 31, 2000 (c) 5,200,000 41,841 5,185,580
Highland Park Medical
Building, 10.25% due monthly
to October 1, 1996 (a) 1,600,000 14,333 1,545,802
Oak Lawn Promenade,
8.25% due monthly to
December 31, 1996 (d)(j) 3,175,000 24,143 2,878,380
Oak Lawn Square,
8.25% due monthly to
December 31, 1996 (e)(j) 890,000 6,995 833,994
Broadway - Berwyn, 8.20% due
monthly to July 31, 2000 (k) 2,750,000 23,346 2,731,597
Irving - Kimball, 8.875% due
monthly to May 1, 1998 (i) 1,450,000 11,725 1,365,188
Melrose - Kimball, 8.875% due
monthly to May 1, 1998 (m) 1,250,000 10,108 1,176,885
PRINCIPAL PAYMENTS
-----------------------------------------------------------------------------------
DURING YEAR ENDED DECEMBER 31,
---------------------------------------------------------------
1996 1997 1998 1999 2000 THEREAFTER
--------- --------- --------- --------- --------- ----------
180 North Michigan, 8.50%
due monthly to September 1,
2001 (h) $ 19,713 $83,163 $ 90,513 $ 98,514 $ 107,222 $6,334,763
Naperville Office Court,
8.875% due monthly to
May 1, 1998 (b) 41,682 45,535 2,710,379 - - -
8505 Freeport Building,
9.00% due monthly to
July 31, 2000 (c) 36,887 40,347 44,132 48,272 5,015,942 -
Highland Park Medical
Building, 10.25% due monthly
to October 1, 1996 (a) 1,545,802 - - - - -
Oak Lawn Promenade,
8.25% due monthly to
December 31, 1996 (d)(j) 2,878,380 - - - - -
Oak Lawn Square,
8.25% due monthly to
December 31, 1996 (e)(j) 833,994 - - - - -
Broadway - Berwyn, 8.20% due
monthly to July 31, 2000 (k) 63,393 63,713 69,139 75,026 2,460,326 -
Irving - Kimball, 8.875% due
monthly to May 1, 1998 (i) 20,354 22,235 1,322,599 - - -
Melrose - Kimball, 8.875% due
monthly to May 1, 1998 (m) 17,550 19,172 1,140,163 - - -
65
66
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
OUTSTANDING
ORIGINAL BALANCE
PRINCIPAL MONTHLY DECEMBER 31,
AMOUNT PAYMENTS 1995
--------- -------- -------------
Archer - Central, 8.875% due
monthly to May 1, 1998 (n) $ 2,200,000 $ 17,789 $ 2,071,370
Diversey and Sheffield, 7.875%
due monthly to April 1, 1999(l) 2,000,000 14,938 1,909,248
111th and Western,
8.25% due May 1, 1999 (f) 618,000 5,266 597,435
Evergreen Commons, 8.25% due
May 1, 1999 (g) 530,000 4,516 512,363
Harlem North Shopping Center,
7.85% due monthly to January 1,
1999 (o) 2,362,500 19,541 2,261,434
Waterfall Plaza, 7.96% due monthly
to September 30, 1999 (p)(q) 2,100,000 12,232 1,842,152
47th and Halsted, 7% due monthly
to December 31, 2003 (r) 1,800,000 (r) 1,680,000
47th and Halsted, 4.96% due
at maturity on December 31,
2002 (s) 600,000 2,480 600,000
-------
TOTAL 36,722,912
Unamortized debt forgiveness
income on 180 North Michigan
Avenue mortgage (h) 401,981
-------
TOTAL OUTSTANDING MORTGAGE BALANCE $ 37,124,893
===========
PRINCIPAL PAYMENTS
----------------------------------------------------------------------------------
DURING YEAR ENEDED DECEMBER 31,
-------------------------------------------------------------------
1996 1997 1998 1999 2000 THEREAFTER
--------- --------- --------- --------- --------- -------------
Archer - Central, 8.875% due
monthly to May 1, 1998 (n) $ 30,780 $ 33,723 $ 2,006,867 $ - $ - $ -
Diversey and Sheffield, 7.875%
due monthly to April 1, 1999(l) 29,967 32,417 35,062 1,811,802 - -
111th and Western,
8.25% due May 1, 1999 (f) 14,439 15,676 17,020 550,300 - -
Evergreen Commons, 8.25% due
May 1, 1999 (g) 12,383 13,444 14,596 471,940 - -
Harlem North Shopping Center,
7.85% due monthly to January 1,
1999 (o) 59,064 63,870 69,069 2,069,431 - -
Waterfall Plaza, 7.96% due monthly
to September 30, 1999 (p)(q) - - - 1,842,152 - -
47th and Halsted, 7% due monthly
to December 31, 2003 (r) 60,000 60,000 60,000 93,000 96,000 1,311,000
47th and Halsted, 4.96% due
at maturity on December 31,
2002 (s) - - - - - 600,000
--------- -------- -------- --------- -------- -------
TOTAL $ 5,664,388 $ 493,295 $ 7,579,539 $ 7,060,437 $ 7,679,490 $ 8,245,763
=========== ========= =========== =========== =========== ===========
66
67
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
(a) A balloon payment of $1,536,491 will be due October 1, 1996.
(b) A balloon payment of $2,698,352 will be due May 1, 1998.
(c) A balloon payment of $4,985,720 will be due July 31, 2000.
(d) A balloon payment of $2,824,108 will be due December 31, 1996.
(e) A balloon payment of $818,270 will be due December 31, 1996.
(f) A balloon payment of $542,784 will be due May 1, 1999.
(g) A balloon payment of $465,494 will be due May 1, 1999.
(h) A balloon payment of $6,248,172 will be due September 1, 2001. Loan
is interest only through August 31, 1996, at which time a principal
amortization schedule based on 25 years will commence. This
amortization schedule will be deferred until September 1, 1998, if
capital improvements totaling $375,000 are incurred during the two
years ending August 31, 1996. Debt forgiveness income of $500,000 is
being amortized over the remaining term of the loan using the
effective interest method.
(i) A balloon payment of $1,316,725 will be due May 1, 1998.
(j) Interest rate was adjusted to market for one year.
(k) A balloon payment of $2,410,623 will be due July 31, 2000.
(l) A balloon payment of $1,805,684 will be due April 1, 1999.
(m) A balloon payment of $1,135,099 will be due May 1, 1998.
(n) A balloon payment of $1,997,870 will be due May 1, 1998.
(o) A balloon payment of $2,063,428 will be due January 1, 1999.
(p) A balloon payment of $1,844,064 will be due September 30, 1999.
(q) Current interest is GECC commercial paper plus 2.00% for years 1
through 3, plus 3.25% for year 4 (commencing October 1, 1995) and
plus 4.5% (commencing October 1, 1996) for years 5 through 7.
(r) Monthly interest payments and fixed principal payments of $5,000 from
February 1, 1994, to January 1, 1999, and $8,000 from February 1,
1999, to December 1, 2003, are to be made with the balance of
$1,028,000 due on December 31, 2003.
(s) A balloon payment will be due on December 31, 2002.
67
68
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
7 - RELATED PARTY TRANSACTIONS
Management and Other Fees
Management, leasing and consulting fees paid to M&J Wilkow, Ltd., M&J
Wilkow Management Corp., and M&J Wilkow Brokerage Corp. (companies whose
principal shareholders are general partners of the Partnership) for the
years ended December 31, 1995, 1994 and 1993, were $994,776, $1,179,527 and
$1,135,777, respectively.
At December 31, 1995 and 1994, $179,082 and $134,647, respectively, are
owed to M&J Wilkow, Ltd. and M&J Wilkow Management Corp. for management,
leasing and consulting fees.
Professional Fees
Professional fees paid during the years ended December 31, 1995, 1994 and
1993, to Wilkow & Wilkow, P.C. (a company owned by a general partner of the
Partnership) for services in the ordinary course of business were $37,170,
$54,487 and $55,801, respectively. For the years ended December 31, 1995,
1994 and 1993, $59,388, $97,738 and $107,126, respectively, were paid to
M&J Wilkow, Ltd. and M&J Wilkow Management Corp. for services rendered in
connection with legal, tax and accounting matters.
At December 31, 1994, $2,837 was owed to M&J Wilkow, Ltd. for professional
fees.
Investments in Partnerships
The general partners and/or entities controlled or managed by one or more
of such partners have ownership interests in a majority of the real estate
projects in which the Partnership also has ownership interests.
Loans Payable
Loans payable to certain limited partners and the general partners in the
amount of $1,694,500 had a variable rate of interest and were due on
demand. The proceeds were used by M&J/Harlem Mortgage Limited Partnership
to partially fund a $3,100,000 first mortgage loan (see Note 3 - M&J/Retail
Limited Partnership). The loans were repaid in January of 1994. Loans
payable to a general partner and certain limited partners in the amount of
$450,000 bear interest at the prime rate and are due December 31, 1996.
The Partnership has received loans from a company partially owned by the
general partners. The loan in the amount of $425,000 bears interest at the
prime rate and matures on December 31, 1996. The loan was repaid on
January 25, 1996, with interest accruing through the date of repayment.
The Partnership also has a loan payable in the amount of $44,488 to a real
estate project held in a cotenancy arrangement by various entities in which
the general partners of the Partnership are also partners. The note bears
interest at the prime rate and is due on demand.
68
69
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
Debentures
Through December 31, 1993, the 8505 Freeport Limited Partnership had issued
$1,674,000 of a total available issue of $2,000,000 of subordinated
debentures to the general partners, certain limited partners and other
related parties. The debentures are earning interest of 11% (per annum)
and an additional 3% (per annum) to be accrued over five years. The
debentures were due September 1, 1995. Nine percent interest was accrued
and paid on the outstanding debentures until the date of repayment along
with the principal amount on January 18, 1996, from the proceeds of the
sale of the building (see Note 12).
At December 31, 1994, the Partnership had a nonrecourse liability of
$1,747,833 in connection with the issuance of $3,260,000 of unsecured,
subordinated debentures by The Villas at Monterey Limited Partnership, one
of the co-tenants of the Tango Bay Suites property (see Note 3 -
M&J/Westwood Limited Partnership). The debentures are payable to the
general partners, certain limited partners, and other related parties. The
debentures bear interest at 10% and are due November 24, 1999. In
addition, the debenture holders are entitled to contingent interest equal
to 50% of "net cash flow" as defined in the agreement. The Partnership
was relieved of its liability in connection with the debentures upon
disposal of its interest in Tango Bay Suites effective June 30, 1995.
Deferred Charges
Loan origination fees paid to M&J Wilkow, Ltd. and M&J Wilkow Management
Corp. were $51,420 for the year ended December 31, 1994. At December 31,
1994, the Partnership had a payable to M&J Wilkow, Ltd. of $25,000 for loan
origination fees.
Rental Income
Rental income received from M&J Wilkow, Ltd. (a company whose principal
shareholders are partners of the Partnership) was $162,528, $180,399 and
$199,814, for the years ended December 31, 1995, 1994 and 1993,
respectively, under a lease for office space. Rental income receivable
from M&J Wilkow, Ltd. totaled $17,871 at December 31, 1993.
69
70
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
8 - RENTALS RECEIVABLE UNDER OPERATING LEASES
Minimum future rentals receivable by First Wilkow Venture on
noncancelable operating leases as of December 31, 1995, are as follows:
Year Ending
December 31, Total
------------ -----------
1996 $ 6,123,742
1997 4,931,959
1998 3,681,210
1999 2,385,631
2000 1,754,411
Thereafter 4,298,087
-----------
Total $23,175,040
============
9 - PARTNERS' CAPITAL
At December 31, 1995, general partner units totaled 6,803 units and the
general partners also beneficially owned 2,773 limited partner units.
At December 31, 1994, general partner units totaled 6,778 units and the
general partners also beneficially owned 2,728 limited partner units.
10 - COMMITMENTS AND CONTINGENCIES
As of December 31, 1995, the Partnership has a revolving credit facility
with LaSalle National Bank which is secured by the Partnership's limited
partnership units in Duke Realty Limited Partnership (see Note 3). The
facility, due September 1, 1996, pays interest at the prime rate.
Maximum borrowings under the agreement are the lesser of $800,000 or 80%
of the fair market value of the Partnership's 50,251 units in Duke Realty
Limited Partnership (see Note 3). As of December 31, 1995, the amount
outstanding under this facility is $580,000, consisting of cash
borrowings of $350,000 and two unsecured letters of credit for $80,000
and $150,000 with General Electric Capital Corporation as beneficiary.
Based on the Partnership's ownership interest in L-C Office Partnership
IV (see Note 3), the Partnership will likely need to fund its share of
the required co-tenancy payments on the Dover Farms property. The
Partnership's share of the obligation will be $72,378.
70
71
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
11 - PROVISION FOR LOSS IN BOOK VALUE OF REAL ESTATE
During the fourth quarter of 1995, the Partnership recognized a
$1,400,000 write-down on the Freeport Office building.
On December 31, 1994, the Partnership wrote off a loan receivable of
$113,663 as well as related accrued interest of $99,565 due from
M&J/Quorum Associates due to the fact that Crow-Commerce Park North
Retail, Ltd. was unable to finalize the terms of a loan extension
agreement with the mortgagee and was consequently foreclosed on in April
1995.
During the fourth quarter of 1993, the Partnership recognized a
$1,900,000 write-down on the Buschwood office building. Of the write-
down, $300,000 was allocated to land and $1,600,000 was allocated to
building.
These provisions were based upon market conditions and estimated future
cash flows.
12 - SUBSEQUENT EVENT
In January 1996, the property known as Freeport Office Building was sold
for $8,504,650, resulting in a loss to the Partnership of approximately
$1,400,000.
See Note 7 for additional subsequent events.
71
72
ITEM 9 - DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURES
None
PART III
ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following sets forth certain information with respect to each general
partner of the
Registrant:
Name Position
---- --------
Marc R. Wilkow General Partner and General Counsel
Clifton J. Wilkow General Partner
Marc R. Wilkow has been in the real estate management and investment
business since 1977. He is also a lawyer and the sole shareholder of the law
firm of Wilkow & Wilkow, P.C. Clifton J. Wilkow has been involved in the
business of the Registrant since 1976. Both general partners have worked
primarily for their own (and for their limited partners') account. Also see
"ITEM 1: Business Organization" for further information.
There have been no proceedings of any kind involving bankruptcy,
criminality, or restraint in the area of financial dealings against or
otherwise affecting any general partner during the last ten years.
The executive officers of the Registrant are its general partners. Their
names, ages, positions and relationships are listed below:
Name Position Age Other Positions Relation to Other Officer
---- -------- --- --------------- -------------------------
Marc R. Wilkow General 46 General Counsel Brother of Clifton Wilkow
Partner
Clifton J. Wilkow General 43 None Brother of Marc Wilkow
Partner
72
73
ITEM 11 - EXECUTIVE COMPENSATION
The general partners do not receive any remuneration or other special
benefit directly from the Registrant; however, Marc R. and Clifton J. Wilkow
are owners and shareholders of M&J Wilkow, Ltd., which receives management,
leasing, consulting and brokerage fees from each of the operating properties
and/or partnerships. In addition, the Registrant pays M&J Wilkow, Ltd. an
asset management fee. M&J Wilkow, Ltd. receives accounting and tax return
preparation fees based upon hourly service. Wilkow & Wilkow, P.C. also
receives a retainer for services rendered as general counsel to the Registrant
and legal fees on an hourly rate basis for professional services rendered
beyond the scope of the services contemplated by the retainer fee. Also see
"ITEM 1: Business Organization" for further information.
Options Granted to Management to Purchase Securities
There have been no options granted to management to purchase securities
from the Registrant.
Interest of Management and Others in Certain Transactions
For transactions to date, and those anticipated, reference is made to
"ITEM 1: Business."
ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(a) No general partner holds 5% or more of any of the securities.
The following limited partner holds 5% or more of the Registrant's
total units:
Units Owned % of Total Units
----------- ----------------
William W. Wilkow Marital Trust 12,244 6.84%
(b) The following table sets forth the equity securities of the
Registrant beneficially owned directly or indirectly by the general
partners and their spouses as a group (three persons) at December 31,
1995:
73
74
Amount
Beneficially Owned % of Owned
------------------ ----------
General Partnership Units 6,803 3.80%
Units of Limited
Partnership Interest 2,773 1.55%
(c) There are no contractual arrangements known to the Registrant
including any pledge of securities of the Registrant, the
operation of the terms of which may at a subsequent date result
in a change of control of the Registrant.
Wilkow & Wilkow, P.C., a professional corporation owned by one
of the general partners, acting in its capacity as attorney and
general counsel for the Registrant, was involved with the
Registrant in certain transactions.
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Management, leasing and consulting fees paid to M&J Wilkow, Ltd., M&J
Wilkow Management Corp. and M&J Wilkow Brokerage Corp. (companies whose
principal shareholders are general partners of the Registrant) for the years
ended December 31, 1995, 1994 and 1993, were $994,776, $1,179,527 and
$1,135,777, respectively (see Note 7 to Consolidated Financial Statements).
Professional fees paid during the years ended December 31, 1995, 1994 and
1993, to Wilkow & Wilkow, P.C. for services in the ordinary course of business
were $37,170, $54,487 and $55,801, respectively.
Legal, tax and accounting services rendered in the years ended December
31, 1995, 1994 and 1993, by M&J Wilkow Management Corp. and M&J Wilkow, Ltd.
were $59,388, $97,738 and $107,126, respectively.
The general partners and/or entities controlled or managed by one or more
of such partners have ownership interests in a majority of the real estate
projects in which the Registrant also has ownership interests.
74
75
PART IV
ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) The following documents are filed as a part of this report:
1. The Index to Consolidated Financial Statements is set forth
on Page 27
2. Financial Statement Schedules: Page No.
--------
Independent Auditor's Report 28
Schedule VIII - Valuation and Qualifying Accounts and
Reserves, Years Ended December 31, 1995, 1994 and 1993 76
Schedule X - Supplementary Profit and Loss Information,
Years Ended December 31, 1995, 1994 and 1993 77
Schedule XI - Real Estate and Accumulated Depreciation,
Year Ended December 31, 1995 78
Notes to Schedule XI 82
Schedule XIII - Investments in, Equity in Earnings of,
and Drawings Received From Affiliates and Other Persons,
Years Ended December 31, 1995, 1994 and 1993 95
Schedules other than those listed above have been omitted since they are
either not applicable or not required or the information is included elsewhere
herein.
3. Exhibits: See Index to Exhibits on Page 105
(b) Reports on Form 8-K:
No reports on Form 8-K were filed by the Registrant during the year
ended December 31, 1995.
75
76
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
COLUMN B COLUMN C
(1)
BALANCE AT CHARGED TO
BEGINNING PROFIT OR
OF YEAR INCOME OTHER
----------- ---------- ---------
YEAR ENDED DECEMBER 31, 1993
Reserve for bad debts $ - $ - $ -
=========== =========== ===========
Reserve for losses on loans $ 6,015,013 $ - $ -
=========== =========== ===========
Reserve for valuation of investments $ 2,560,000 $ - $ -
=========== =========== ===========
YEAR ENDED DECEMBER 31, 1994
Reserve for bad debts $ - $ - $ -
=========== =========== ===========
Reserve for losses on loans $ 327,787 $ 113,863 $ -
=========== =========== ===========
Reserve for valuation of investments $ 2,560,000 $ - $ -
=========== =========== ===========
YEAR ENDED DECEMBER 31, 1995
Reserve for bad debts $ - $ - $ -
=========== =========== ===========
Reserve for losses on loans $ 113,863 $ - $ -
=========== =========== ===========
Reserve for valuation of investments $ 2,560,000 $ - $ -
=========== =========== ===========
COLUMN C COLUMN D COLUMN E
ADDITIONS
BALANCE AT
CLOSE OF
OTHER DEDUCTIONS YEAR
--------- ---------- --------
YEAR ENDED DECEMBER 31, 1993
Reserve for bad debts $ - $ - $ -
============ ============ ============
Reserve for losses on loans $ - $ 5,687,226 $ 327,787
============ ============ ============
Reserve for valuation of investments $ - $ - $ 2,560,000
============ ============ ============
YEAR ENDED DECEMBER 31, 1994
Reserve for bad debts $ - $ - $ -
============ ============ ============
Reserve for losses on loans $ - $ 327,787 $ 113,863
============ ============ ============
Reserve for valuation of investments $ - $ - $ 2,560,000
============ ============ ============
YEAR ENDED DECEMBER 31, 1995
Reserve for bad debts $ - $ - $ -
============ ============ ============
Reserve for losses on loans $ - $ 113,863 $ -
============ ============ ============
Reserve for valuation of investments $ - $ - $ 2,560,000
============ ============ ============
76
77
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
SCHEDULE X - SUPPLEMENTARY PROFIT AND LOSS INFORMATION
YEARS ENDED DECEMBER 31, 1995 1994 1993
- ------------------------- ----------- ---------- ------------
1. REPAIRS AND MAINTENANCE
Name of property:
180 North Michigan Avenue $ 391,454 $ 481,796 $ 445,590
Buschwood - 43,267 93,402
Naperville 64,734 51,582 38,556
Freeport Office 111,033 137,596 84,639
Highland Park 59,343 35,101 52,876
Waterfall Plaza 12,120 12,280 8,432
Tango Bay Suites 62,127 94,307 147,234
Ten Retail Centers 135,570 150,697 115,919
----------- ---------- ------------
TOTAL $ 836,381 $ 1,006,626 $ 986,648
=========== ========== ============
2. DEPRECIATION, DEPLETION AND AMORTIZATION
OF FIXED AND INTANGIBLE ASSETS
Depreciation expense $ 1,905,764 $ 2,176,820 $ 2,278,430
Amortization expense 428,666 528,856 517,044
----------- ---------- ------------
TOTAL $ 2,334,430 $ 2,705,676 $ 2,795,474
=========== ========== ============
3. TAXES, OTHER THAN INCOME TAXES
Real estate taxes:
23 East Flagler - Department Store $ 54,988 $ 65,333 $ 69,172
Fairplay Foods 206,009 233,930 213,313
Woolco Department Store - - 37,366
Freeport Office 185,084 163,542 149,939
180 North Michigan Avenue 614,938 754,534 767,630
Naperville Office Court 119,193 118,345 110,961
Buschwood - 62,384 92,783
Highland Park 36,670 44,007 45,194
Ten Retail Centers 1,127,412 1,029,432 844,993
Tango Bay Suites 58,920 132,854 97,525
Waterfall Plaza 172,885 17,845 118,809
Land - Fort Myers 32,659 37,572 36,073
----------- ---------- ------------
Total 2,608,758 2,659,778 2,583,758
Payroll taxes 6,877 11,927 23,157
Florida sales taxes 12,657 4,325 5,610
----------- ---------- ------------
TOTAL $ 2,628,292 $ 2,676,030 $ 2,612,525
=========== ========== ============
4. MANAGEMENT FEES $ 877,342 $ 963,261 $ 965,492
=========== ========== ============
5. RENTS
Ground rent - 180 North Michigan Avenue $ 13,549 $ 27,098 $ -
=========== ========== ============
77
78
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
SCHEDULE XI - REAL ESTATE AND ACCUMULATED DEPRECIATION
YEAR ENDED DECEMBER 31, 1995
INITIAL COST TO
COMPANY
--------------------------------
BUILDINGS
AND
DESCRIPTION ENCUMBRANCES LAND IMPROVEMENTS
------------- ------------ --------- ------------
23 East Flagler Street -
Department Store, Shopping
Miami, Florida Center $ - $ 231,920 $ 695,759
Fairplay Foods, Shopping
Chicago, Illinois Center 2,280,000 429,877 1,562,842
Naperville Office Court, Office
Naperville, Illinois Building 2,797,596 1,796,459 3,321,535
180 North Michigan Avenue, Office
Chicago, Illinois Building 7,135,869 1,061,120 6,550,000
Freeport Office, Office
Dallas, Texas Building (A) 5,185,580 1,387,220 4,022,437
Highland Park, Office
Highland Park, Illinois Building (B) 1,545,802 158,000 2,028,750
Waterfall Plaza, Shopping
Orland Park, Illinois Center 1,842,152 317,400 1,165,643
COST CAPITALIZED
SUBSEQUENT TO ACQUISITION
---------------------------------
CARRYING
IMPROVEMENTS COST
------------ ---------
23 East Flagler Street -
Department Store,
Miami, Florida $ - $ -
Fairplay Foods,
Chicago, Illinois - -
Naperville Office Court,
Naperville, Illinois 1,743,918 -
180 North Michigan Avenue,
Chicago, Illinois 5,320,761 -
Freeport Office,
Dallas, Texas 7,450,433 -
Highland Park,
Highland Park, Illinois 1,488,976 -
Waterfall Plaza,
Orland Park, Illinois 473,761 -
78
79
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
SCHEDULE XI - REAL ESTATE AND ACCUMULATED DEPRECIATION - Continued
YEAR ENDED DECEMBER 31, 1995
INITIAL COST TO
COMPANY
-----------------------------
BUILDINGS
AND
DESCRIPTION ENCUMBRANCES LAND IMPROVEMENTS
------------- ------------ --------- ------------
Ten Strip Shopping Centers:
Oak Lawn Promenade, Shopping
Oak Lawn, Illinois Center (C) $ 2,878,380 $ 429,456 $ 3,865,100
Oak Lawn Square, Shopping
Oak Lawn, Illinois Center (C) 833,994 136,325 1,226,921
Broadway Festival, Shopping
Chicago, Illinois Center (C) 2,731,597 355,696 3,201,267
Irving Kimball, Shopping
Chicago, Illinois Center (C) 1,365,188 180,521 1,624,686
Melrose Kimball, Shopping
Chicago, Illinois Center (C) 1,176,885 155,195 1,396,752
Archer Central, Shopping
Chicago, Illinois Center (C) 2,071,370 267,483 2,407,344
Evergreen Commons, Shopping
Evergreen Park, Illinois Center (C) 512,363 70,307 632,760
111 and Western, Shopping
Chicago, Illinois Center (C) 597,435 76,295 686,652
Diversey and Sheffield, Shopping
Chicago, Illinois Center (C) 1,909,248 254,657 2,291,911
Harlem North Shopping Center, Shopping
Oak Park, Illinois Center (C) 2,261,434 310,000 2,790,000
Land, Fort Myers, Florida - 1,080,744 -
---------- --------- -----
Total $ 37,124,893 $ 8,698,675 $ 39,470,359
========== ========= ==========
COST CAPITALIZED
SUBSEQUENT ACQUISITION
----------------------------------
CARRYING
IMPROVEMENTS COST
------------ ---------
Ten Strip Shopping Centers:
Oak Lawn Promenade,
Oak Lawn, Illinois $ 15,289 $ -
Oak Lawn Square,
Oak Lawn, Illinois 85,069 -
Broadway Festival,
Chicago, Illinois 145,967 -
Irving Kimball,
Chicago, Illinois 17,742 -
Melrose Kimball,
Chicago, Illinois - -
Archer Central,
Chicago, Illinois 210,202 -
Evergreen Commons,
Evergreen Park, Illinois 20,000 -
111 and Western,
Chicago, Illinois - -
Diversey and Sheffield,
Chicago, Illinois 10,727 -
Harlem North Shopping Center,
Oak Park, Illinois 86,817 -
Land, Fort Myers, Florida - -
---------- -------------
Total $ 17,069,662 $ -
========== =============
See Notes 1, 2 and 3 accompanying Schedule XI.
(A) Owned by Freeport Office Partners; 65% owned subsidiary of First
Wilkow Venture.
(B) Owned by M&J/Sheridan Limited Partnership; 89% owned subsidiary of
First Wilkow Venture.
(C) Owned by M&J/Retail Limited Partnership; 56% owned subsidiary of
First Wilkow Venture.
79
80
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
SCHEDULE XI - REAL ESTATE AND ACCUMULATED DEPRECIATION - Continued
YEAR ENDED DECEMBER 31, 1995
GROSS AMOUNT AT WHICH CARRIED AT
DECEMBER 31, 1995
---------------------------------------------
BUILDINGS
AND ACCUMULATED DATE OF
LAND IMPROVEMENTS TOTAL DEPRECIATION CONSTRUCTION
------------ -------------- ------------ ------------ --------------
23 East Flagler Street -
Department Store
Miami, Florida $ 231,920 $ 695,759 $ 927,679 $ 695,759 1928
Fairplay Foods,
Chicago, Illinois 429,877 1,562,842 1,992,719 1,562,842 1963
Naperville Office Court,
Naperville, Illinois 1,796,459 5,065,453 6,861,912 1,528,906 1980
180 North Michigan Avenue,
Chicago, Illinois 1,061,120 11,870,761 12,931,881 6,704,663 1926
Freeport Office,
Dallas, Texas 1,387,220 11,472,870 12,860,090 4,370,870 1984
Highland Park,
Highland Park, Illinois 158,000 3,517,726 3,675,726 769,619 1931
Renovated in 1972
Waterfall Plaza,
Orland Park, Illinois 317,400 1,639,404 1,956,804 101,714 1980
LIFE ON WHICH
DATE DEPRECIATION IS
ACQUIRED COMPUTED
------------ ---------------
23 East Flagler Street -
Department Store
Miami, Florida 1966 25 Years
Fairplay Foods,
Chicago, Illinois 1968 25 Years
Naperville Office Court,
Naperville, Illinois 1986 25 Years
180 North Michigan Avenue,
Chicago, Illinois 1968 building 35 Years
Freeport Office,
Dallas, Texas 1985 40 Years
Highland Park,
Highland Park, Illinois 1988 30 Years
Waterfall Plaza,
Orland Park, Illinois 1993 40 Years
80
81
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
SCHEDULE XI - REAL ESTATE AND ACCUMULATED DEPRECIATION - Continued
YEAR ENDED DECEMBER 31, 1995
GROSS AMOUNT AT WHICH CARRIED AT
DECEMBER 31, 1995
-----------------------------------------------
BUILDINGS
AND ACCUMULATED
LAND IMPROVEMENTS TOTAL DEPRECIATION
------------ -------------- ------------ ------------
Ten Strip Shopping Centers:
Oak Lawn Promenade,
Oak Lawn, Illinois $ 429,456 $ 3,880,389 $ 4,309,845 $ 862,691
Oak Lawn Square,
Oak Lawn, Illinois 136,325 1,311,990 1,448,315 275,639
Broadway Festival,
Chicago, Illinois 355,696 3,347,234 3,702,930 696,988
Irving Kimball,
Chicago, Illinois 180,521 1,642,428 1,822,949 317,592
Melrose Kimball,
Chicago, Illinois 155,195 1,396,752 1,551,947 270,623
Archer Central,
Chicago, Illinois 267,483 2,617,546 2,885,029 486,010
Evergreen Commons,
Evergreen Park, Illinois 70,307 652,760 723,067 123,848
111 and Western,
Chicago, Illinois 76,295 686,652 762,947 133,039
Diversey and Sheffield,
Chicago, Illinois 254,657 2,302,638 2,557,295 402,086
Harlem North Shopping Center,
Oak Park, Illinois 310,000 2,876,817 3,186,817 174,621
Land -
Fort Myers, Florida 1,080,744 - 1,080,744 -
----------- ------------- ------------ -----------
TOTAL $ 8,698,675 $ 56,540,021 $ 65,238,696 $ 19,477,510
=========== ============= =========== ===========
LIFE ON WHICH
DATE OF DATE DEPRECIATION IS
CONSTRUCTION ACQUIRED COMPUTED
-------------- ------------ ---------------
Ten Strip Shopping Centers:
Oak Lawn Promenade,
Oak Lawn, Illinois 1986 1987 40 Years
Oak Lawn Square,
Oak Lawn, Illinois 1982 1987 40 Years
Broadway Festival,
Chicago, Illinois 1984 1987 40 Years
Irving Kimball,
Chicago, Illinois 1987 1988 40 Years
Melrose Kimball,
Chicago, Illinois 1987 1988 40 Years
Archer Central,
Chicago, Illinois 1985 1988 40 Years
Evergreen Commons,
Evergreen Park, Illinois 1987 1988 40 Years
111 and Western,
Chicago, Illinois 1987 1988 40 Years
Diversey and Sheffield,
Chicago, Illinois 1984 1989 40 Years
Harlem North Shopping Center,
Oak Park, Illinois 1980 1993 40 Years
Land -
Fort Myers, Florida N/A 1988 N/A
81
82
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
SCHEDULE XI - REAL ESTATE AND ACCUMULATED DEPRECIATION - Continued
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
1 - RECONCILIATION OF COSTS OF REAL ESTATE DURING EACH
OF THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
BALANCE AT BALANCE
BEGINNING OF ADDITION OTHER CHARGES AT END
YEAR AT COST RETIREMENTS ADD (DEDUCT) OF YEAR
------------- ------------ --------------- ------------ ----------
BUILDING AND BUILDING IMPROVEMENTS -
YEAR ENDED DECEMBER 31, 1995
23 East Flagler - Department Store,
Miami, Florida $ 695,759 $ - $ - $ - $ 695,759
Fairplay Foods,
Chicago, Illinois 1,562,842 - - - 1,562,842
Naperville Office Court,
Naperville, Illinois 4,704,984 360,469 - - 5,065,453
180 North Michigan Avenue,
Chicago, Illinois 11,739,472 131,289 - - 11,870,761
Buschwood,
Carrollwood, Florida - - - - -
Freeport Office,
Dallas, Texas 12,770,775 102,095 - (1,400,000)(A) 11,472,870
Highland Park,
Highland Park, Illinois 3,491,603 26,123 - - 3,517,726
Tango Bay Suites,
Orlando, Florida 6,099,144 - 6,099,144 - -
Waterfall Plaza,
Orland Park, Illinois 1,570,086 69,318 - - 1,639,404
82
83
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
SCHEDULE XI - REAL ESTATE AND ACCUMULATED DEPRECIATION - Continued
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
BALANCE AT BALANCE
BEGINNING OF ADDITION OTHER CHARGES AT END
YEAR AT COST RETIREMENTS ADD (DEDUCT) OF YEAR
------------ ------------- ------------ --------------- ------------
Ten Strip Shopping Centers:
Oak Lawn Promenade,
Oak Lawn, Illinois $ 3,871,900 $ 8,489 $ - $ - $3,880,389
Oak Lawn Square,
Oak Lawn, Illinois 1,286,757 25,233 - - 1,311,990
Broadway Festival,
Chicago, Illinois 3,307,949 39,285 - - 3,347,234
Irving Kimball,
Chicago, Illinois 1,642,428 - - - 1,642,428
Melrose Kimball,
Chicago, Illinois 1,396,752 - - - 1,396,752
Archer Central,
Chicago, Illinois 2,617,546 - - - 2,617,546
Evergreen Commons,
Evergreen Park, Illinois 652,760 - - - 652,760
111 and Western,
Chicago, Illinois 686,652 - - - 686,652
Diversey and Sheffield,
Chicago, Illinois 2,302,638 - - - 2,302,638
Harlem North Shopping Center,
Oak Park, Illinois 2,790,000 86,817 - - 2,876,817
-------------- ---------- ----------- ------------- -----------
TOTAL $ 63,190,047 $ 849,118 $ 6,099,144 $ (1,400,000) $ 56,540,021
============== ========== =========== ============ ===========
(A) Reflects the write-down of the building based on
estimated loss on 1996 disposition (see Note 11 of
the financial statements).
83
84
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
SCHEDULE XI - REAL ESTATE AND ACCUMULATED DEPRECIATION - Continued
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
1 - RECONCILIATION OF COSTS OF REAL ESTATE DURING EACH
OF THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993 - Continued
BALANCE AT BALANCE
BEGINNING OF ADDITION OTHER CHARGES AT END
YEAR AT COST RETIREMENTS ADD (DEDUCT) OF YEAR
------------ ------------- ------------ --------------- ------------
BUILDING AND BUILDING IMPROVEMENTS -
YEAR ENDED DECEMBER 31, 1994
23 East Flagler - Department Store,
Miami, Florida $ 695,759 $ - $ - $ - $ 695,759
Fairplay Foods,
Chicago, Illinois 1,562,842 - - - 1,562,842
Naperville Office Court,
Naperville, Illinois 4,641,946 63,038 - - 4,704,984
180 North Michigan Avenue,
Chicago, Illinois 11,240,558 498,914 - - 11,739,472
Buschwood,
Carrollwood, Florida 7,558,414 - 7,558,414 - -
Freeport Office,
Dallas, Texas 12,536,909 233,866 - - 12,770,775
Highland Park,
Highland Park, Illinois 3,235,382 256,221 - - 3,491,603
Tango Bay Suites,
Orlando, Florida 6,063,222 35,922 - - 6,099,144
Waterfall Plaza,
Orland Park, Illinois 1,358,256 211,830 - - 1,570,086
84
85
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
SCHEDULE XI - REAL ESTATE AND ACCUMULATED DEPRECIATION - Continued
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
BALANCE AT BALANCE
BEGINNING OF ADDITION OTHER CHARGES AT END
YEAR AT COST RETIREMENTS ADD (DEDUCT) OF YEAR
-------------- ------------- ------------ --------------- ------------
Ten Strip Shopping Centers:
Oak Lawn Promenade,
Oak Lawn, Illinois $ 3,871,900 $ - $ - $ - $ 3,871,900
Oak Lawn Square,
Oak Lawn, Illinois 1,226,921 59,836 - - 1,286,757
Broadway Festival,
Chicago, Illinois 3,313,467 10,935 16,453 - 3,307,949
Irving Kimball,
Chicago, Illinois 1,642,428 - - - 1,642,428
Melrose Kimball,
Chicago, Illinois 1,396,752 - - - 1,396,752
Archer Central,
Chicago, Illinois 2,617,546 - - - 2,617,546
Evergreen Commons,
Evergreen Park, Illinois 652,760 - - - 652,760
111 and Western,
Chicago, Illinois 686,652 - - - 686,652
Diversey and Sheffield,
Chicago, Illinois 2,302,638 - - - 2,302,638
Harlem North Shopping Center
Oak Park, Illinois 2,790,000 - - - 2,790,000
-------------- ---------- ----------- ------------- -----------
TOTAL $ 69,394,352 $ 1,370,562 $ 7,574,867 $ - $ 63,190,047
============== ========== =========== ============= ===========
85
86
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
SCHEDULE XI - REAL ESTATE AND ACCUMULATED DEPRECIATION - Continued
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
1 - RECONCILIATION OF COSTS OF REAL ESTATE DURING EACH
OF THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993 - Continued
BALANCE AT BALANCE
BEGINNING OF ADDITION OTHER CHARGES AT END
YEAR AT COST RETIREMENTS ADD (DEDUCT) OF YEAR
------------- ------------- ------------ --------------- ------------
BUILDING AND BUILDING IMPROVEMENTS -
YEAR ENDED DECEMBER 31, 1993
23 East Flagler - Department Store,
Miami, Florida $ 695,759 $ - $ - $ - $ 695,759
Fairplay Foods,
Chicago, Illinois 1,562,842 - - - 1,562,842
Woolco Department Store,
Millbury, Ohio 1,782,709 - 1,782,709 - -
Naperville Office Court,
Naperville, Illinois 4,517,447 124,499 - - 4,641,946
180 North Michigan Avenue,
Chicago, Illinois 10,450,358 790,200 - - 11,240,558
Buschwood,
Carrollwood, Florida 8,982,400 176,014 - (1,600,000)(A) 7,558,414
Freeport Office,
Dallas, Texas 12,459,696 77,213 - - 12,536,909
Highland Park,
Highland Park, Illinois 3,229,762 5,620 - - 3,235,382
Tango Bay Suites,
Orlando, Florida - 6,658,711 595,489 - 6,063,222
Waterfall Plaza,
Orland Park, Illinois - 1,358,256 - - 1,358,256
86
87
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
SCHEDULE XI - REAL ESTATE AND ACCUMULATED DEPRECIATION - Continued
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
BALANCE AT BALANCE
BEGINNING OF ADDITION OTHER CHARGES AT END
YEAR AT COST RETIREMENTS ADD (DEDUCT) OF YEAR
------------- ------------- ------------ --------------- ------------
Ten Strip Shopping Centers:
Oak Lawn Promenade,
Oak Lawn, Illinois $ 3,871,900 $ - $ - $ - $ 3,871,900
Oak Lawn Square,
Oak Lawn, Illinois 1,226,921 - - - 1,226,921
Broadway Festival,
Chicago, Illinois 3,307,461 6,006 - - 3,313,467
Irving Kimball,
Chicago, Illinois 1,642,428 - - - 1,642,428
Melrose Kimball,
Chicago, Illinois 1,396,752 - - - 1,396,752
Archer Central,
Chicago, Illinois 2,542,296 75,250 - - 2,617,546
Evergreen Commons,
Evergreen Park, Illinois 632,760 20,000 - - 652,760
111 and Western,
Chicago, Illinois 686,652 - - - 686,652
Diversey and Sheffield,
Chicago, Illinois 2,302,638 - - - 2,302,638
Harlem North Shopping Center,
Oak Park, Illinois - 2,790,000 - - 2,790,000
-------------- ---------- ----------- ------------- -----------
TOTAL $ 61,290,781 $12,081,769 $ 2,378,198 $ (1,600,000) $ 69,394,352
============== ========== =========== ============ ===========
(A) Reflects the building portion of a $1,900,000 write-down
of the property based on current market conditions (see
Note 11 of the financial statements).
87
88
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
SCHEDULE XI - REAL ESTATE AND ACCUMULATED DEPRECIATION - Continued
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
2 - RECONCILIATIONS OF ACCUMULATED DEPRECIATION OF REAL ESTATE
DURING EACH OF THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
BALANCE AT BALANCE
BEGINNING OF ADDITION OTHER CHARGES AT END
YEAR AT COST RETIREMENTS ADD (DEDUCT) OF YEAR
------------ ------------- ------------ --------------- ------------
YEAR ENDED DECEMBER 31, 1995
23 East Flagler - Department Store,
Miami, Florida $ 695,759 $ - $ - $ - $ 695,759
Fairplay Foods,
Chicago, Illinois 1,562,842 - - - 1,562,842
Naperville Office Court,
Naperville, Illinois 1,335,365 193,541 - - 1,528,906
180 North Michigan Avenue,
Chicago, Illinois 6,244,563 460,100 - - 6,704,663
Buschwood,
Carrollwood, Florida - - - - -
Freeport Office,
Dallas, Texas 3,970,515 400,355 - - 4,370,870
Highland Park,
Highland Park, Illinois 648,402 121,217 - - 769,619
Tango Bay Suites,
Orlando, Florida 276,423 - 276,423 - -
Waterfall Plaza,
Orland Park, Illinois 61,840 39,874 - - 101,714
88
89
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
SCHEDULE XI - REAL ESTATE AND ACCUMULATED DEPRECIATION - Continued
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
BALANCE AT BALANCE
BEGINNING OF ADDITION OTHER CHARGES AT END
YEAR AT COST RETIREMENTS ADD (DEDUCT) OF YEAR
--------------- ------------- ------------ --------------- ------------
Ten Strip Shopping Centers:
Oak Lawn Promenade,
Oak Lawn, Illinois $ 765,819 $ 96,872 $ - $ - $ 862,691
Oak Lawn Square,
Oak Lawn, Illinois 243,307 32,332 - - 275,639
Broadway Festival,
Chicago, Illinois 613,687 83,301 - - 696,988
Irving Kimball,
Chicago, Illinois 276,532 41,060 - - 317,592
Melrose Kimball,
Chicago, Illinois 235,704 34,919 - - 270,623
Archer Central,
Chicago, Illinois 419,629 66,381 - - 486,010
Evergreen Commons,
Evergreen Park, Illinois 107,529 16,319 - - 123,848
111 and Western,
Chicago, Illinois 115,873 17,166 - - 133,039
Diversey and Sheffield,
Chicago, Illinois 344,313 57,773 - - 402,086
Harlem North Shopping Center,
Oak Park, Illinois 104,625 69,996 - - 174,621
-------------- ---------- ----------- ------------- -----------
TOTAL $ 18,022,727 $1,731,206 $ 276,423 $ - $19,477,510
============== ========== =========== ============= ===========
89
90
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
SCHEDULE XI - REAL ESTATE AND ACCUMULATED DEPRECIATION - Continued
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
2 - RECONCILIATIONS OF ACCUMULATED DEPRECIATION OF REAL ESTATE
DURING EACH OF THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993 - Continued
BALANCE AT BALANCE
BEGINNING OF ADDITION OTHER CHARGES AT END
YEAR AT COST RETIREMENTS ADD (DEDUCT) OF YEAR
--------------- ------------- ------------ --------------- ------------
YEAR ENDED DECEMBER 31, 1994
23 East Flagler - Department Store,
Miami, Florida $ 695,759 $ - $ - $ - $ 695,759
Fairplay Foods,
Chicago, Illinois 1,562,842 - - - 1,562,842
Naperville Office Court,
Naperville, Illinois 1,153,281 182,084 - - 1,335,365
180 North Michigan Avenue,
Chicago, Illinois 5,778,352 466,211 - - 6,244,563
Buschwood,
Carrollwood, Florida 1,596,728 112,719 1,709,447 - -
Freeport Office,
Dallas, Texas 3,673,175 297,340 - - 3,970,515
Highland Park,
Highland Park, Illinois 536,482 111,920 - - 648,402
Tango Bay Suites,
Orlando, Florida 125,647 150,776 - - 276,423
Waterfall Plaza,
Orland Park, Illinois 24,743 37,097 - - 61,840
90
91
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
SCHEDULE XI - REAL ESTATE AND ACCUMULATED DEPRECIATION - Continued
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
BALANCE AT BALANCE
BEGINNING OF ADDITION OTHER CHARGES AT END
YEAR AT COST RETIREMENTS ADD (DEDUCT) OF YEAR
--------------- ------------ ------------ --------------- ------------
Ten Strip Shopping Centers:
Oak Lawn Promenade,
Oak Lawn, Illinois $ 669,023 $ 96,796 $ - $ - $ 765,819
Oak Lawn Square,
Oak Lawn, Illinois 212,155 31,152 - - 243,307
Broadway Festival,
Chicago, Illinois 531,641 92,493 10,447 - 613,687
Irving Kimball,
Chicago, Illinois 235,472 41,060 - - 276,532
Melrose Kimball,
Chicago, Illinois 200,785 34,919 - - 235,704
Archer Central,
Chicago, Illinois 355,130 64,499 - - 419,629
Evergreen Commons,
Evergreen Park, Illinois 91,210 16,319 - - 107,529
111 and Western,
Chicago, Illinois 98,707 17,166 - - 115,873
Diversey and Sheffield,
Chicago, Illinois 286,849 57,464 - - 344,313
Harlem North Shopping Center,
Oak Park, Illinois 34,875 69,750 - - 104,625
-------------- ---------- ----------- ------------- -----------
TOTAL $ 17,862,856 $1,879,765 $ 1,719,894 $ - $18,022,727
============== ========== =========== ============= ===========
91
92
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
SCHEDULE XI - REAL ESTATE AND ACCUMULATED DEPRECIATION - Continued
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
2 - RECONCILIATIONS OF ACCUMULATED DEPRECIATION OF REAL ESTATE
DURING EACH OF THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993 - Continued
BALANCE AT BALANCE
BEGINNING OF ADDITION OTHER CHARGES AT END
YEAR AT COST RETIREMENTS ADD (DEDUCT) OF YEAR
--------------- ------------ ------------ --------------- ------------
YEAR ENDED DECEMBER 31, 1993
23 East Flagler - Department Store,
Miami, Florida $ 695,759 $ - $ - $ - $ 695,759
Fairplay Foods,
Chicago, Illinois 1,515,786 47,056 - - 1,562,842
Woolco Department Store,
Millbury, Ohio 1,294,914 57,163 1,352,077 - -
Naperville Office Court,
Naperville, Illinois 974,838 178,443 - - 1,153,281
180 North Michigan Avenue,
Chicago, Illinois 5,352,462 425,890 - - 5,778,352
Buschwood,
Carrollwood, Florida 1,365,587 231,141 - - 1,596,728
Freeport Office,
Dallas, Texas 3,238,226 434,949 - - 3,673,175
Highland Park,
Highland Park, Illinois 425,506 110,976 - - 536,482
Tango Bay Suites,
Orlando, Florida - 137,987 12,340 - 125,647
Waterfall Plaza,
Orland Park, Illinois - 24,743 - - 24,743
Harlem North Shopping Center,
Oak Park, Illinois - 34,875 - - 34,875
92
93
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
SCHEDULE XI - REAL ESTATE AND ACCUMULATED DEPRECIATION - Continued
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
BALANCE AT BALANCE
BEGINNING OF ADDITION OTHER CHARGES AT END
YEAR AT COST RETIREMENTS ADD (DEDUCT) OF YEAR
----------- ---------- ----------- ----------- -----------
Nine Strip Shopping Centers:
Oak Lawn Promenade,
Oak Lawn, Illinois $ 572,226 $ 96,797 $ - $ - $ 669,023
Oak Lawn Square,
Oak Lawn, Illinois 181,482 30,673 - - 212,155
Broadway Festival,
Chicago, Illinois 448,954 82,687 - - 531,641
Irving Kimball,
Chicago, Illinois 194,412 41,060 - - 235,472
Melrose Kimball,
Chicago, Illinois 165,866 34,919 - - 200,785
Archer Central,
Chicago, Illinois 290,631 64,499 - - 355,130
Evergreen Commons,
Evergreen Park, Illinois 75,141 16,069 - - 91,210
111 and Western,
Chicago, Illinois 81,541 17,166 - - 98,707
Diversey and Sheffield,
Chicago, Illinois 229,386 57,463 - - 286,849
----------- ---------- ---------- ------------- -----------
TOTAL $17,102,717 $2,124,556 $1,364,417 $ - $17,862,856
=========== ========== ========== ============= ===========
93
94
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
SCHEDULE XI - REAL ESTATE AND ACCUMULATED DEPRECIATION - Continued
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
3 - BASIS OF REAL ESTATE FOR FEDERAL INCOME TAX PURPOSES
BUILDING
AND
LAND IMPROVEMENTS
------------ --------------
First Wilkow Venture:
23 East Flagler - Department Store $ 266,738 $ 800,211
Fairplay Foods 502,093 1,825,386
180 North Michigan Avenue 1,079,535 10,600,731
Naperville Office Court 299,723 2,687,976
Fort Myers 1,080,745 --
Waterfall Plaza 243,321 666,347
---------- -----------
Subtotal 3,752,697 16,580,651
---------- -----------
Subsidiaries:
8505 Freeport 1,340,578 3,852,883
Highland Park 158,000 2,877,140
Ten Strip Centers:
Harlem North 321,384 2,702,194
Oak Lawn Promenade 429,456 3,017,697
Oak Lawn Square 136,325 1,036,344
Broadway Festival 355,696 2,650,245
Irving Kimball 180,521 1,325,035
Melrose Kimball 155,195 1,126,129
Archer Central 267,483 2,131,536
Evergreen Commons 70,307 528,902
111 and Western 76,295 553,613
Diversey and Sheffield 254,657 1,900,555
---------- -----------
Subtotal 3,745,897 23,702,273
---------- -----------
Total Consolidated $7,498,594 $40,282,924
========== ===========
94
95
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
SCHEDULE XIII - INVESTMENTS IN, EQUITY IN EARNINGS OF, AND
DRAWINGS RECEIVED FROM AFFILIATES AND OTHER PERSONS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
YEAR ENDED DECEMBER 31, 1995:
COLUMN A COLUMN B COLUMN C
--------- -------- --------
BALANCE AT ADDITIONS
BEGINNING OF ---------------------------
YEAR INCOME OTHER
------------- ---------- -----------
INVESTMENTS IN PARTNERSHIPS ACCOUNTED
FOR BY THE EQUITY METHOD
Registrant:
L-C Office Partnership IV $ - $ - $ -
Realdal Venture - - -
M&J/Westwood Limited Partnership - - -
XXI Office Plaza Associates 278,602 128,042 -
DB/F Office Ltd. Partnership - - -
M&J/Quorum Associates - - -
Hawdel Ltd. Partnership 888,365 - -
M&J/Grove Ltd. Partnership 327,530 - -
Rosemont 28 Ltd. Partnership 554,383 49 2,750(A)
First Ron Venture - - -
TOP Investors Ltd. Partnership - - -
First MW Associates 18,462 900 -
------------ --------- --------
Total Registrant 2,067,342 128,991 2,750
M&J/Crossroads L.P. - - 297,000(C)
------------ --------- --------
TOTAL INVESTMENTS - EQUITY METHOD $ 2,067,342 $ 128,991 $ 299,750
============= ========= ========
COLUMN A COLUMN D COLUMN E
--------- -------- --------
DEDUCTIONS BALANCE
------------------------------------------ AT END
LOSS DRAWS OTHER OF YEAR
---------- ----------- ----------- ---------
INVESTMENTS IN PARTNERSHIPS ACCOUNTED
FOR BY THE EQUITY METHOD
Registrant:
L-C Office Partnership IV $ - $ - $ - $ -
Realdal Venture - - - -
M&J/Westwood Limited Partnership - - - -
XXI Office Plaza Associates - - - 406,644
DB/F Office Ltd. Partnership - - - -
M&J/Quorum Associates - - - -
Hawdel Ltd. Partnership 34,351 - - 854,014
M&J/Grove Ltd. Partnership 31,206 - - 296,324
Rosemont 28 Ltd. Partnership - - - 557,182
First Ron Venture - - - -
TOP Investors Ltd. Partnership - - - -
First MW Associates - 8,650 10,712(B) -
-------- -------- --------- ---------
Total Registrant 65,557 8,650 10,712 2,114,164
M&J/Crossroads L.P. - - - 297,000
-------- -------- --------- ---------
TOTAL INVESTMENTS - EQUITY METHOD $ 65,557 $ 8,650 $ 10,712 $ 2,411,164
======== ======== ========= ==========
(A) Additional investment.
(B) Investment was disposed of in 1995.
(C) Investment is owned by M&J/Retail L.P., which is consolidated with
the Registrant.
95
96
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
SCHEDULE XIII - INVESTMENTS IN, EQUITY IN EARNINGS OF, AND
DRAWINGS RECEIVED FROM AFFILIATES AND OTHER PERSONS - Continued
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
YEAR ENDED DECEMBER 31, 1995:
COLUMN A COLUMN B COLUMN C
-------- -------- --------
BALANCE AT ADDITIONS
BEGINNING OF --------------------------
YEAR INCOME OTHER
------------- ---------- ----------
INVESTMENTS IN PARTNERSHIPS ACCOUNTED
FOR BY THE COST METHOD
Duke Realty L.P. $ 468,904 $ 134,752 $ -
Metro Class A Investors L.P. - - -
Park 100 Equity Investors Ltd. - - -
Park 100 Mortgage Investors Ltd. - - -
M&J/Largo Ltd. Partnership 694,227 - -
North LaSalle Street Ltd. Partnership - - -
Second Daltex Venture - - -
21st M&J Associates 99,900 - -
222 Fee Associates 6,728 406 -
5601 N. Sheridan Associates 28,254 544 1,662 (D)
First Candlewick Associates 116,050 3,000 9,900 (D)
M&J/Two Market Limited Partnership - - -
Orhow Associates 70,000 - -
S & S Venture 65,718 918 34,290 (C)
Second Chase Venture 56,100 450 3,875 (C)
Second Wilkow Venture 64,813 2,364 -
Wilkow/Retail Partners L.P. 2,799 120 -
544 Arizona Associates - - -
COLUMN A COLUMN D COLUMN E
-------- -------- --------
DEDUCTIONS BALANCE
------------------------------------------ AT END
LOSS DRAWS OTHER OF YEAR
----------- ----------- ---------- ------------
INVESTMENTS IN PARTNERSHIPS ACCOUNTED
FOR BY THE COST METHOD
Duke Realty L.P. $ - $ 134,752 $ - $468,904
Metro Class A Investors L.P. - - - -
Park 100 Equity Investors Ltd. - - - -
Park 100 Mortgage Investors Ltd. - - - -
M&J/Largo Ltd. Partnership - - - 694,227
North LaSalle Street Ltd. Partnership - - - -
Second Daltex Venture - - - -
21st M&J Associates - - - 99,900
222 Fee Associates - 406 - 6,728
5601 N. Sheridan Associates - 544 - 29,916
First Candlewick Associates - 3,000 - 125,950
M&J/Two Market Limited Partnership - - - -
Orhow Associates - - - 70,000
S & S Venture - 100,926 - -
Second Chase Venture - 60,425 - -
Second Wilkow Venture - 2,364 - 64,813
Wilkow/Retail Partners L.P. - 120 - 2,799
544 Arizona Associates - - - -
96
97
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
SCHEDULE XIII - INVESTMENTS IN, EQUITY IN EARNINGS OF, AND
DRAWINGS RECEIVED FROM AFFILIATES AND OTHER PERSONS - Continued
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
YEAR ENDED DECEMBER 31, 1995:
COLUMN A COLUMN B COLUMN C
-------- -------- --------
BALANCE AT ADDITIONS
BEGINNING OF --------------------------
YEAR INCOME OTHER
------------- ---------- ----------
INVESTMENTS IN PARTNERSHIPS ACCOUNTED
FOR BY THE COST METHOD - Continued
Registrant:
Fifth Arizona Associates $ - $ - $ -
Fifth Orlando Associates - - -
Monterey Village Associates - - -
Pre-Vest Associates - - -
Seventh M&J Associates - - -
First Apollo Associates - - -
M&J/LaSalle L.P. - - 6,480 (B)
Wilkow/Grove L.P. - - -
Wilkow/Metro Partners L.P. - - -
------------ --------- ---------
Total Registrant 1,673,493 142,554 56,207
Northlake Tower L.P. - - 1,149,641(A)
------------- --------- ---------
TOTAL INVESTMENTS - COST METHOD $ 1,673,493 $ 142,554 $1,205,848
============ ========= =========
COLUMN A COLUMN D COLUMN E
-------- ---------- ----------
DEDUCTIONS BALANCE
-------------------------------------- AT END
LOSS DRAWS OTHER OF YEAR
-------- ----------- ---------- ------------
INVESTMENTS IN PARTNERSHIPS ACCOUNTED
FOR BY THE COST METHOD - Continued
Registrant:
Fifth Arizona Associates $ - $ - $ - $ -
Fifth Orlando Associates - - - -
Monterey Village Associates - - - -
Pre-Vest Associates - - - -
Seventh M&J Associates - - - -
First Apollo Associates - - - -
M&J/LaSalle L.P. - - - 6,480
Wilkow/Grove L.P. - - - -
Wilkow/Metro Partners L.P. - - - -
---------- ---------- ------------ -----
Total Registrant - 302,537 - 1,569,717
Northlake Tower L.P. - - - 1,149,641
---------- ---------- ------------ ---------
TOTAL INVESTMENTS - COST METHOD $ - $ 302,537 $ - $2,719,358
========== ============ ============ =========
(A) Investment is owned by M&J/Retail L.P., which is consolidated
with the Registrant.
(B) Additional investment.
(C) Investment was disposed of in 1995.
(D) Distribution of assets from the liquidation of First MW
Associates.
97
98
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
SCHEDULE XIII - INVESTMENTS IN, EQUITY IN EARNINGS OF, AND
DRAWINGS RECEIVED FROM AFFILIATES AND OTHER PERSONS
- --------------------------------------------
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
- --------------------------------------------
YEAR ENDED DECEMBER 31, 1994:
COLUMN A COLUMN B COLUMN C
-------- -------- --------
BALANCE AT ADDITIONS
BEGINNING OF --------------------------
YEAR INCOME OTHER
------------ ---------- ----------
INVESTMENTS IN PARTNERSHIPS ACCOUNTED
FOR BY THE EQUITY METHOD
L-C Office Partnership IV $ - $ - $ -
Realdal Venture - - -
M&J/Westwood Limited Partnership - - -
XXI Office Plaza Associates 221,863 103,989 -
DB/F Office Ltd. Partnership - - -
M&J/Quorum Associates - - -
Hawdel Ltd. Partnership 959,799 - -
M&J/Grove Ltd. Partnership 495,709 - -
Rosemont 28 Ltd. Partnership 550,995 - 14,896 (A)
First Ron Venture - - -
TOP Investors Ltd. Partnership - - -
First MW Associates 18,462 - -
----------- -------- --------
TOTAL $ 2,246,828 $ 103,989 $ 14,896
=========== ======== ========
COLUMN D COLUMN E
-------- --------
DEDUCTIONS BALANCE
------------------------------------------ AT END
LOSS DRAWS OTHER OF YEAR
----------- ----------- ---------- -------------
INVESTMENTS IN PARTNERSHIPS ACCOUNTED
FOR BY THE EQUITY METHOD
L-C Office Partnership IV $ - $ - $ - $ -
Realdal Venture - - - -
M&J/Westwood Limited Partnership - - - -
XXI Office Plaza Associates - 47,250 - 278,602
DB/F Office Ltd. Partnership - - - -
M&J/Quorum Associates - - - -
Hawdel Ltd. Partnership 71,434 - 888,365
M&J/Grove Ltd. Partnership 168,179 - - 327,530
Rosemont 28 Ltd. Partnership 11,508 - - 554,383
First Ron Venture - - - -
TOP Investors Ltd. Partnership - - - -
First MW Associates - - - 18,462
---------- ---------- --------- ------------
TOTAL $ 251,121 $ 47,250 $ - $ 2,067,342
========== ========== ========= ============
(A) Additional investment.
98
99
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
SCHEDULE XIII - INVESTMENTS IN, EQUITY IN EARNINGS OF, AND
DRAWINGS RECEIVED FROM AFFILIATES AND OTHER PERSONS - Continued
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
YEAR ENDED DECEMBER 31, 1994:
COLUMN A COLUMN B COLUMN C
-------- -------- --------
BALANCE AT ADDITIONS
BEGINNING OF -------------------------
YEAR INCOME OTHER
------------- ---------- ----------
INVESTMENTS IN PARTNERSHIPS ACCOUNTED
FOR BY THE COST METHOD
Duke Realty L.P. $ - $ - $ 468,904 (A)
Metro Class A Investors L.P. - - -
Park 100 Equity Investors Ltd. 506,944 - -
Park 100 Mortgage Investors Ltd. 5,313 - -
M&J/Largo Ltd. Partnership 694,227 - -
North LaSalle Street Ltd. Partnership 962,991 - -
Second Daltex Venture - - -
21st M&J Associates 99,900 1,000 -
222 Fee Associates 7,424 305 -
5601 N. Sheridan Associates 28,254 408 -
First Candlewick Associates 116,050 2,250 -
M&J/Two Market Limited Partnership 19,880 800 -
Orhow Associates 70,000 700 -
S & S Venture 65,718 2,754 -
Second Chase Venture 56,100 675 -
Second Wilkow Venture 64,813 2,068 -
Wilkow/Retail Partners L.P. 2,799 90 -
544 Arizona Associates - - -
COLUMN A COLUMN D COLUMN E
-------- -------- --------
DEDUCTIONS BALANCE
--------------------------------------------- AT END
LOSS DRAWS OTHER OF YEAR
---------- ----------- ---------- ------------
INVESTMENTS IN PARTNERSHIPS ACCOUNTED
FOR BY THE COST METHOD
Duke Realty L.P. $ - $ - $ - $468,904
Metro Class A Investors L.P. - - - -
Park 100 Equity Investors Ltd. - 60,600 446,344 (A) -
Park 100 Mortgage Investors Ltd. - 2,633 2,680 (A) -
M&J/Largo Ltd. Partnership - - - 694,227
North LaSalle Street Ltd. Partnership 962,991 (C) - - -
Second Daltex Venture - - - -
21st M&J Associates - 1,000 - 99,900
222 Fee Associates - 305 696 (B) 6,728
5601 N. Sheridan Associates - 408 - 28,254
First Candlewick Associates - 2,250 - 116,050
M&J/Two Market Limited Partnership - 800 19,880 (A) -
Orhow Associates - 700 - 70,000
S & S Venture - 2,754 - 65,718
Second Chase Venture - 675 - 56,100
Second Wilkow Venture - 2,068 - 64,813
Wilkow/Retail Partners L.P. - 90 - 2,799
544 Arizona Associates - - - -
99
100
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
SCHEDULE XIII - INVESTMENTS IN, EQUITY IN EARNINGS OF, AND
DRAWINGS RECEIVED FROM AFFILIATES AND OTHER PERSONS - Continued
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
YEAR ENDED DECEMBER 31, 1994:
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
-------- -------- -------- -------- --------
BALANCE AT ADDITIONS DEDUCTIONS BALANCE
BEGINNING OF ---------------- ------------------------ AT END
YEAR INCOME OTHER LOSS DRAWS OTHER OF YEAR
------------- ------ ----- ---- ------ ----- -------
INVESTMENTS IN PARTNERSHIPS ACCOUNTED
FOR BY THE COST METHOD - Continued
Fifth Arizona Associates $ - $ - $ - $ - $ - $ - $ -
Fifth Orlando Associates - - - - - - -
Monterey Village Associates - - - - - - -
Pre-Vest Associates - - - - - - -
Seventh M&J Associates - - - - - - -
First Apollo Associates - - - - - - -
M&J/LaSalle L.P. - - - - - - -
Wilkow/Grove L.P. - - - - - - -
Wilkow/Metro Partners L.P. - - - - - - -
------------ --------- --------- --------- ---------- --------- -----------
TOTAL $ 2,700,413 $ 11,050 $ 468,904 $ 962,99 $ 74,283 $ 469,600 $ 1,673,493
============ ========= ========= ========= ========== ========= ===========
(A) Investments were exchanged for interest in Duke Realty L.P.
(B) A portion of the investment was sold in 1994.
(C) Investment was disposed of in 1994.
100
101
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
SCHEDULE XIII - INVESTMENTS IN, EQUITY IN EARNINGS OF, AND
DRAWINGS RECEIVED FROM AFFILIATES AND OTHER PERSONS - Continued
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
YEAR ENDED DECEMBER 31, 1993:
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
-------- -------- -------- -------- --------
BALANCE AT ADDITIONS DEDUCTIONS BALANCE
BEGINNING OF ---------------- ---------------------------- AT END
YEAR INCOME OTHER LOSS DRAWS OTHER OF YEAR
------------- ------ ----- ---- ----- ----- -------
INVESTMENTS IN PARTNERSHIPS ACCOUNTED
FOR BY THE EQUITY METHOD
L-C Office Partnership IV $( 223,680) $ - $ 223,680 (A) $ - $ - $ - $ -
Realdal Venture - - - - - - -
M&J/Westwood - - - - - - -
XXI Office Plaza Associates 178,943 66,545 - - 23,625 - 221,863
DB/F Office Ltd. Partnership - - - - - - -
M&J/Quorum Associates - - - - - - -
Hawdel Ltd. Partnership 1,110,735 - - 54,186 96,750 - 959,799
M&J/Grove Ltd. Partnership 606,662 - - 110,953 - - 495,709
Rosemont 28 Ltd. Partnership 552,416 - 10,085 (A) 11,506 - - 550,995
First Ron Venture - - - - - - -
TOP Investors Ltd. Partnership - - - - - - -
First MW Associates - - 18,462 (B) - - - 18,462
------------ ------- --------- -------- --------- --------- ----------
TOTAL $ 2,225,076 $66,545 $ 252,227 $176,645 $ 120,375 $ - $2,246,828
============ ======= ========= ======== ========= ========= ==========
(A) Additional investment.
(B) Investment was acquired from various former limited partners of
the Registrant.
101
102
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
SCHEDULE XIII - INVESTMENTS IN, EQUITY IN EARNINGS OF, AND
DRAWINGS RECEIVED FROM AFFILIATES AND OTHER PERSONS - Continued
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
YEAR ENDED DECEMBER 31, 1993:
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
-------- -------- -------- -------- --------
BALANCE AT ADDITIONS DEDUCTIONS BALANCE
BEGINNING OF ---------------- --------------------------- AT END
YEAR INCOME OTHER LOSS DRAWS OTHER OF YEAR
------------- ------ ----- ---- ----- ----- -------
INVESTMENTS IN PARTNERSHIPS ACCOUNTED
FOR BY THE COST METHOD
Metro Class A Investors L.P. $ - $ - $ - $ - $ - $ - $ -
Park 100 Equity Investors Ltd. 479,104 - 27,840 (A) - - - 506,944
Park 100 Mortgage Investors Ltd. - - 5,313 (A) - - - 5,313
M&J/Largo Ltd. Partnership 579,000 13,896 115,227 (A) - 13,896 - 694,227
North LaSalle Street Ltd. Partnership 962,991 - - - - - 962,991
Second Daltex Venture - - - - - - -
21st M&J Associates - - 99,900 (A) - - - 99,900
222 Fee Associates - - 7,424 (A) - - - 7,424
5601 N. Sheridan Associates - - 28,254 (A) - - - 28,254
First Candlewick Associates - - 116,050 (A) - - - 116,050
M&J/Two Market Limited Partnership - - 19,880 (A) - - - 19,880
Orhow Associates - - 70,000 (A) - - - 70,000
S & S Venture - - 65,718 (A) - - - 65,718
Second Chase Venture - - 56,100 (A) - - - 56,100
Second Wilkow Venture - - 64,813 (A) - - - 64,813
Wilkow/Retail Partners L.P. - - 2,799 (A) - - - 2,799
544 Arizona Associates - - - - - - -
102
103
FIRST WILKOW VENTURE
(A LIMITED PARTNERSHIP)
SCHEDULE XIII - INVESTMENTS IN, EQUITY IN EARNINGS OF, AND
DRAWINGS RECEIVED FROM AFFILIATES AND OTHER PERSONS - Continued
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
YEAR ENDED DECEMBER 31, 1993:
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
- -------- -------- -------- -------- --------
BALANCE AT ADDITIONS DEDUCTIONS BALANCE
BEGINNING OF ------------------ ------------------------------ AT END
YEAR INCOME OTHER LOSS DRAWS OTHER OF YEAR
------------ ------ ----- ---- ----- ----- -------
INVESTMENTS IN PARTNERSHIPS ACCOUNTED
FOR BY THE COST METHOD - Continued
Fifth Arizona Associates $ - $ - $ - $ - $ - $ - $ -
Fifth Orlando Associates - - - - - - -
Monterey Village Associates - - - - - - -
Pre-Vest Associates - - - - - - -
Seventh M&J Associates - - - - - - -
First Apollo Associates - - - - - - -
M&J/LaSalle L.P. - - - - - - -
Wilkow/Grove L.P. - - - - - - -
Wilkow/Metro Partners L.P. - - - - - - -
---------- ------- -------- -------- ------- -------- ----------
TOTAL $2,021,095 $13,896 $679,318 $ - $13,896 $ - $2,700,413
========== ======= ======== ======== ======= ======== ==========
(A) Investments were acquired from various former limited partners of
the Registrant.
103
104
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.
FIRST WILKOW VENTURE
By: Marc Wilkow
--------------------------------------
Marc Wilkow, General Partner and
President of M&J Wilkow, Ltd., its
Managing Agent
DATED:
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, in the capacities indicated, on 1996.
Clifton J. Wilkow
-----------------------------------------
Clifton J. Wilkow, General Partner and
Executive Vice President of
M&J Wilkow, Ltd.
Thomas Harrigan
-----------------------------------------
Thomas Harrigan, Vice President of
M&J Wilkow, Ltd.
104
105
INDEX TO EXHIBITS
-----------------
Exhibit No. Description
----------- -----------
(A) Agreement of Limited Partnership of First Wilkow Venture (filed as
Exhibit A or Prospectus for Exchange Offer of First Wilkow Venture
dated July 2, 1973).
(B) Amendments to Certificate of Limited Partnership filed as an
Exhibit to Annual Report on Form 10-K for 1983 which is hereby
incorporated by reference.
(C) Proxy Statement issued October 20, 1986, filed as Exhibit D to the
Annual Report on 10-K for 1986 which is hereby incorporated by
reference.
105