Parker Properties Joint Venture, PDW&A, Inc., A Partner Other Than The Tax Matters Partner - Page 4

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          Parker Properties                                                           
               Parker Properties was formed in August 1983 by Nicholson               
          Enterprises, Inc. (Nicholson Enterprises), Philip D. Winn &                 
          Associates, Inc. (PDW&A), and ESL.  Nicholson Enterprises and               
          PDW&A each received a 25-percent interest in Parker Properties,             
          and ESL received a 50-percent interest.  Parker Properties’                 
          initial capital contributions were as follows:  PDW&A, $500;                
          Nicholson Enterprises, $500; and ESL, $1,000.  There were few, if           
          any, additional capital contributions made by the partners over             
          the life of Parker Properties.                                              
               Parker Properties obtained financing from Empire for the               
          acquisition of real estate from Bankers Trust (the Bankers Trust            
          property).  Empire lent $10 million to Parker Properties to                 
          acquire the Bankers Trust property and an additional $2 million             
          for property improvement and operating expenses.  The loan was              
          evidenced by a $12 million promissory note dated August 30, 1983,           
          payable to Empire.  This note was signed by officers of the joint           
          venturers ESL, Nicholson Enterprises, and PDW&A; and by Messrs.             
          Gitlitz, Nicholson, and Winn, individually.  The $12 million note           
          was secured by the Bankers Trust property without recourse to               
          Parker Properties but with recourse to Mr. Nicholson as to 12.5             
          percent of the loan balance, and Messrs. Winn and Gitlitz each as           
          to 6.25 percent of the loan balance.  Parker Properties claimed             







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