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03-0298
PETITION FOR GRANT OF LETTERS Estate of Donald C. Steele also known as Deceased Harriet S. Steele No. Social Security No. 185-14-8033 Petitioner(s), who is/are 18 years of age or older, apply(les) for: (COMPLETE "A" OR "B" BELOW:} A. Probate and Grant of Letters and aver that Petitioner(s) is/are the execut trix F'~ Decedent, dated 4/9/89 and codicil(s) dated named in the Last Will of the State relevant circumstances, e.g., renunciation, death of executor, eto Except as follows, Decedent did not marry, was not divorced and did not have a child born or adopted after execution of the documents offered for probate; was not the victim of a killing and was never adjudicated incapacitated: B. Grant of Letters of Administration (c.t.a., d.b.n.c.t.a.: pendente kite, durante absentia; durante minoritate) Petitioner(s) after a proper search has/have ascertained the Decedent left no Will and was survived by the following spouse (if any) and heirs: Name Relationship Residence (COMPLETE IN ALL CASES:) Attach additional sheets if necessary. Decedent was domiciled at death in Cumberland County, Pennsylvania, with his/her last family or principal residence at 2805 Fairview Road, Camp Hill, PA 17011 (list street, number and municipality) Decedent, then 80 years of age, died March 21 ,2003 , at MS Hershey Medical Center (Location) Decedent at death owned property with estimated values as follows: (if domiciled in PA) All personal property ......................................... $ (if not domiciled in PA) Personal property in Pennsylvania .................... $ (~f not domiciled in PA) Personal property in County .............................. $ Value of real estate in Pennsylvania ........................................................................................ $ Total ..................................................................................................................... $ 675,000.00 675,000.00 Real Estate situated as follows: Wherefore, Petitioner(s) respectfully request(s) the probate of the Last Will and Codicil(s) presented with this Petition and the grant of letters in the appropriate form to the undersigned: Signature Typed or prin name and ce Harriet S. Steele 2805 Fairview Road Hill, PA 17011 RW-7 Y-I- tS?_- 12_ Oath of Personal Representative Commonwealth of Pennsylvania County of Cumberland The Petitioner(s) above-named swear(s) and affirm(s) that the statements in the foregoing Petition are true and correct to the best of the knowledge and belief of Petitioner(s) and that, as personal representative(s) of the Decedent, Petitioner(s) will well and truly administer the estate accor,.din_a to law. Sworn to and affirmed and subscribed .l¢.nr,~/P~ _-~//¢¢'z~r~. Harriet S. Steele' .,~ ,~..~'. before me this ~ ~ day of DECREE OF REGISTER Estate of Donald C. Steele also known as OF CUMBERLAND COUNTY, PENNSYLVANIA Deceased N o. _-,~ I- ~"~-q~ Social Security No: 185-14-8033 Date of Death: 3/21/03 AND NOW, ~ i~ '. ,-~O(b.~ 2003 , in consideration of the Petition on the reverse side hereon, satisfactory proof having been presented before me, IT IS DECREED that Letters i~1 Testamentary I--II of Administration ' · ~/.,4~//'.~ ,_~.:/'~,~.~'~¢~ /~.~ ~.~'~'*/~'~/'~'~'~/~' /z~Z/~'~ (o.t.a., dbn.c.t.; pendent~lite; durante ~[J~entia; dura.te minoritate) are hereby granted to Harriet S. Steele in the above estate and that the instrument(s), if any, dated April 9, 1989 described in the Petition be admitted to probate and filed of record as the last Will of Decedent. FEES Letters .................................... $ Short Certificate(s) ............... $ Renunciation .......................... $ Affidavit ( ) ....................... $ Extra Pages ( ) ..............$ Codicil ................................. $ JCP Fee ................................. $ Inventory & Tax Forms ............. $ Other ...................................... $ TOTAL ............................. $ RW-7A 410.00 30.00 30.00 10.00 480.00 Attorney: Dean A. Weidner, Esq./WIX, WENGER & WEIDNER I.D. No: 06363 Address: 508 North Second St/PO Box 845 Harrisbur¢ PA 17108-0845 Telephone: (717) 234-4182 DATE FILED: IJf_~O~ PETITION FOR GRANT OF LETTERS Estate of Donald C. Steele also known as Harriet Simpson Steele a/k/a Harriet S. Steele , Deceased No. 2003-00298 Social Security No. 185-14-8033 Petitioner(s), who is/are 18 years of age or older, apply(les) for: (COMPLETE "A" OR "B" BELOW:) A. Probate and Grant of Letters and aver that Petitioner(s) is/are the execut or ~ Decedent, dated 4/9/89 (probated) and codicil(s) dated 6/20/00 named in the Last Will of the State relevant circumstances, e.g., renunciation, death of executor, etc Except as follows, Decedent did not marry, was not divorced and did not have a child born or adopted after execution of the documents offered for probate; was not the victim of a killing and was never adjudicated incapacitated: B. Grant of Letters of Administration (c.t.a., db.n.c.t.a.: pendente lite, durante absentia; durante minoritate) Petitioner(s) after a proper search has/have ascertained the Decedent left no Will and was survived by the following spouse (if any) and heirs: Name Relationship Residence (COMPLETE IN ALL CASES:) Attach additional sheets if necessary. Decedent was domiciled at death in Cumberland County, Pennsylvania, with his/her last family or principal residence at 2805 Fairview Road, Camp Hill, PA 17011 (list street, number and municipality) Decedent, then 80 years of age, died March 21 ,2003, at MS Hershey Medical Center (Location) Decedent at death owned property with estimated values as follows: (if domiciled in PA) All personal property ......................................... $ (if not domiciled in PA) Personal property in Pennsylvania .................... $ (If not domiciled in PA) Personal property in County .............................. $ Value of real estate in Pennsylvania ........................................................................................ $ Total ..................................................................................................................... $ Real Estate situated as follows: Wherefore, Petitioner(s) respectfully request(s) the probate of the Last Will and Codicil(s) presented with this Petition and the grant of letters in the appropriate form to the undersigned: Harriet S. Steele Typed or printed name and residence 2805 Fairview Road Camp Hill, PA 17011 RW-7 Oath of Personal Representative Commonwealth of Pennsylvania County of Cumberland The Petitioner(s) above-named swear(s) and affirm(s) that the statements in the foregoing Petition are true and correct to the best of the knowledge and belief of Petitioner(s) and that, as personal representative(s) of the Decedent, Petitioner(s) will well and truly administer the estate according to law. ....~..- -_ to and affirmed and subscribed e~'''2~,'~¢~'~ Sworn Harriet Simpson Ste before me this /'¢_~ day of DECREE OF REGISTER OF WILLS OF CUMBERLAND COUNTY, PENNSYLVANIA Estate of Donald ¢. Steele Deceased No. 2(;)05-00298 also known as 3/21 /03 Social Security No: 185-14-8033 Date of Death: AND NOW, , 2003 , in cons~e,r, ation of the Petition on the reverse side hereon, satisfactory proof having been presented before me, IT IS DECREED that Letters I~ Testamentary I~ of Administration (c.t.a.. d.b.n.c.t.; pendentetite; durante ~'--ntia durante minodtate) are hereby granted to Harriet Simpson Steele a/k/a Harriet S. Steele in the above estate and that the instrument(s), if any, dated June 20, 2000 i.3 described in the Petition be admitted to probate and filed of record as the last Will of Decedent. ~ FEES Letters .................................... $ Short Certificate(s) ............... $ Renunciation .......................... $ Affidavit ( ) ....................... $ Extra Pages ( ) ..............$ Codicil ................................. $ JCP Fee ................................. $ Inventory & Tax Forms ............. $ Other ...................................... $ TOTAL ............................. $ RW-7A 10.50 10.50 Register of Wills Attorney Attorney: Dean A. Weidner, Esquire I.D. No: 06363 Address: Wix, Wenger & Weidner, P.O. Box 845 Harrisburg PA 17108-0845 Telephone: (717) 234-4182 DATE FILED: his is to certify that the information here given is correctly copied from an original certificate of death duly filed with me as Local Registrar. The original certificate will be forwarded to the State Vital Records Office for permanent filing. WARNING: It is illegal to duplicate this copy by photostat or photograph. Fee for this certificate, $2.00 P 9224246 No. Date Harriet Steele mos ~,.1 n~ ~a~7 COMMONWEALTH OF PENNSYLVANIA * DEPARTMENT OF HEALTH * VITAL RECORDS CERTIFICATE OF DEATH ~nald Clifton Steele ,. role [,. 185 -- 14 -- 8033 · o~,t..~ ~ ~,~ ~80 ~ -- ~I ~u~"'~i] --,.Feb'r~°~"~"'9, ' 231,.New~'~c~~'c~ ~mlexa~riapA ~'~'~ ~.,c~~ ~---- Daup~ ~ T~. M.S. }[ershey M~ic~ Cen~r ~CE~'SU~U~ ~7~s~ I U.S-~0~s* [ ~~e~ econm~s t. [,,2~a~e~~er I,, ...... P,. z. , 2805 Fai~iew Road i~~ ,,~ PA ~ ,,..0 ~p Hill~ PA 17011 ~ ,~.~.~rla~ ~ ,,.~~ ~p H~ll Jmes ~. Steele ~,,. Sara ~ 2805 Fai~ew Road~ ~p H~ll~ PA 17011 0,,~rch 24, 2~3 ,,..B~ Cr~tory ,,,.Grantville, PA OTHER: ~' rriet Kirc~of f ,. ~rri~ 17028 ~.e~'~~. Sty., 3125 Walnut St., Hbg. PA LAST WILL AND T~STAM~NT OF DONALD C. ST]~L~ I, DONALD C. STEELE, of Camp Hill, Pennsylvania, declare this to be my will and hereby revoke all prior wills and codicils and writings in the nature thereof, heretofore made by me. GIFTS I. Personal articles of automobiles, thereto, to survives me me, I give and Household Effects: I give all my personal or household use, including together with all insurance relating my wife, HARRIET SIMPSON STEELE, if she by six months. If she does not so survive all such property and insurance to my children from my prior marriage, SHERMAN M. STEELE and SUSAN ALLEGRA STEELE, to be divided among them as they may agree or, in the absence of agreement, as my executor may think appropriate. My executor may make whatever arrangements my executor deems appropriate for storing and delivering articles of personal or household use to the beneficiaries, and may pay the cost thereof and any related expenses including insurance from my residuary estate. I intend to leave a memorandum setting forth suggestions as to the distribution of certain items and, while the memorandum is not to be legally binding, I hope the suggestions in it will be carried out. II. Anatomical Gift: I give my body in its entirety to the Humanity Gifts Registry of the Commonwealth of Pennsylvania. III. Residuary Estate: real and personal: I give the residue of my estate, If my wife, HARRIET SIMPSON STEELE, survives me by six months, I give the following: 1. To my wife, HARRIET SIMPSON STEELE, the smallest amount which will result in the least possible federal estate tax payable by reason of my death, and 2. The remainder of my estate in equal shares to my children from my 2 prior marriage, SHERMAN M. STEELE and SUSAN ALLEGRA STEELE, if they survive me by six months; provided that if a child does not so survive me but leaves descendants who so survive me, such descendants shall receive, per stirpes, the share that child would have received had he or she survived me. Bt If my wife, HARRIET SIMPSON STEELE, does not survive me by six months, I give the following: 1. The sum of two hundred thousand dollars ($200,000) and my real property situate at 2805 Fairview Road, Camp Hill, Pennsylvania, in equal shares to the children of my wife's prior marriage, ALAN BRADFORD SIMPSON and DOUGLAS MICHAEL SIMPSON. 2. The remainder of my estate in equal shares to my children from my prior marriage, SHERMAN M. STEELE and SUSAN ALLEGRA STEELE, if they survive me by six months; provided that if a child does not so survive me but leaves descendants who so survive me, such 3 descendants shall receive, per stirpes, the share that child would have received had he or she survived me. IV. Powers of Appointment: No provision of this will shall exercise any power of appointment I may have. V. Adopted Persons: Persons adopted during minority shall be considered as children of their adoptive parents, and they and their descendants shall be considered as descendants of their adoptive parents. VI. Will Contests: If any beneficiary under this will in any manner, directly or indirectly, contests or attacks this will or any of its provisions, any share or interest in my estate given to that contesting beneficiary under this will is revoked and shall be disposed of in the same manner provided herein as if that contesting beneficiary had predeceased me without issue. TAX PROVISIONS VII. Survivorship: My wife shall be deemed to have survived me if the order of our deaths is not clear. VIII. taxes Death Taxes: Ail federal, state and other death payable because of my death on the property 4 forming my gross estate for tax purposes, whether or not it passes under this will, shall be paid out of the principal of my residuary estate, and none of those taxes shall be charged against any beneficiary or any outside fund; provided that no property which otherwise would be exempt from federal estate tax or state death taxes shall be used to pay any death taxes. IX. Tax Options: I direct my executor to exercise any options available in determining and paying death taxes in my estate in such a way as reasonably may be expected to achieve the greatest overall tax savings for my beneficiaries, without requiring adjustments between income and principal. ADMINISTRATIVE PROVISIONS X. Rights in Income: Ail beneficiary's death shall be accrued thereafter. income undistributed at a treated as if it had XI. Protective Provision: No beneficiary may sell, give or otherwise transfer his or her interest in income or principal hereunder. No person having a claim against a beneficiary may reach any such interest before actual payment to the beneficiary. XII · Management Provisions: I authorize my executor: A. To retain and to invest in all forms of real and personal property, without being confined to investments authorized by a statutory list, without being required to diversify and regardless of any principle of law limiting delegation of investment responsibility by executors or trustees; To compromise claims and to abandon any property which, in my executor's opinion, is of little or no value; De To sell at public or private sale, to exchange or to lease for any period of time, any real or personal property, and to give options for sales or leases; To borrow from anyone, even if the lender is an executor hereunder, and to pledge property as security for repayment of the funds borrowed; To join in any merger, reorganization, voting- trust plan or other concerted action of security holders, and to delegate discretionary duties with respect thereto; 6 Fe To employ and to rely upon advice given by investment counsel, to delegate discretionary authority to make changes in investments to investment counsel, and to pay investment counsel reasonable compensation in addition to any fees otherwise payable to my executor; To employ a custodian, to hold property unregistered or in the name of a nominee (including the nominee of any institution employed as custodianl, and to pay reasonable compensation to the custodian in addition to any fees otherwise payable to my executor; To procure and carry at the expense of my estate insurance of kinds, forms and amounts deemed advisable by my executor to protect my estate and my executor against any hazard; To commence or defend at the expense of my estate any litigation affecting my estate deemed advisable by my executor; To conduct alone or with others any business in which I am engaged or in which I have an interest at my death, with all the powers of any owner with respect thereto, including the power to delegate discretionary duties to others, to invest other property held thereunder in such business and to organize a partnership or corporation to carry on such business; and K. To distribute in cash or in kind. These time force property. All granted by this granted by law authorization. authorities shall extend to all property at any held by my executor and shall continue in full until the actual distribution of all such powers, authorities and discretion will shall be in addition to those and shall be exercisable without court XlII. Minor Beneficiaries: Any property passing under this will to a person under twenty-one years of age shall be paid to a custodian for the minor selected and appointed by my executor under the Pennsylvania Uniform Gifts to Minors Act. FIDUCIARIES XIV. Executors: I appoint my wife, HARRIET SIMPSON STEELE, executor under this will, and I direct that: Ae Be If my wife for any reason fails to qualify or ceases to act as executor, I appoint my son, SHERMAN M. STEELE, executor in her place. If he for any reason fails to qualify or ceases to act as executor, I appoint my daughter, SUSAN ALLEGRA STEELE, executor in his place. My executor may at any time by written instrument appoint a corporation with fiduciary powers as a co-executor or as agent or custodian for the executor and may enter into a binding agreement with it regarding its compensation; The words "my executor" shall refer to all those from time to time acting as such. Any individual executor may resign at any time without court approval; and E. No executor shall be required to give bond. Executed this ~/~ day of ~ ,1989. 9 In our presence the above-named testator signed this and declared it to be his will, and now at his request, in his presenoe, and in the presence of each other, we sign as witnesses: Witness W~tness ' - ! ?V:¢/~'/~.~'~j' ~ ~.zn ., fA- / ~-~ ~'~ ~ Address Address 10 COMMONWEALTH OF PENNSYLVANIA : COUNTY OF : SS. I, DONALD C. STEELE, having been duly qualified according to law, acknowledge that I signed the foregoing instrument as my will, and that I signed it as my free and voluntary act for the purposes therein expressed. ~,~ / -~' ~~ "~ON~D ~. STEELE. ' We, having been duly qualified according to law, depose and say that we were present and saw DONALD C. STEELE sign the foregoing instrument as his will; that he signed it as his free and voluntary act for the purposes therein expressed; that each of us in his sight and hearing and at his request signed the will as witnesses; and that to the best of our knowledge he was at that time 18 or more years of age, of sound mind and under no constraint or undue influence. Witness Witness Subscribed, sworn to or affirmed, and acknowledged before me by the above-named testator and by the witnesses .whose names appear opposite, on ~/f_ ~ , 1989. LMY COMMISSION EXFF{~:.:~ ~.; ,',,, '~[.~ ~ >.~,, ~ ~ ani DONALD C. STEELE LAW OFFICES BAILEY, HARDY & HURSH ATTORNEYS AT LAW 2112 WALNUT STREET HARRISBURG, PENNSYLVANIA 17103-2421 TELEPHONE (717) 238-8900 FAX (717) 238-8600 DENNIS G. HURSH I 1105 West Powderhorn Road Mechanicsburg, PA 17055-2007 (717) 766-7273 ESTATE OF DONALD C. STEELE NO. 2003-00298 PA NO. 21-03-0298 OATH OF NON-SUBSCRIBING WITNESS Harriet S. Steele scribed before me this June, 2003 (each) a subscriber hereto, (each) being duly qualified according to law, depose(s) and say(s) that sine is familiar with the signature of Donald C. Steele codicil subscribing witnesses to) the ~ presented herewith and that she codicil ~ is in the handwriting of Donald C. Steele to the best of her knowledge and belief. Sworn to or affirmed and sub-~--~~--'-¢. ~,/r..-~~-~ (Name) day of Harriet S. Steele 2805 Fairview Rd, Camp Hill PA 17011 (Address) , testat or of (one of the believes the signature on the For the Register (Name) (Address) ~ ESTATE OF DONALD C. STEELE NO. 2003-00298 PA NO. 21-03-0298 OATH OF NON-SUBSCRIBING WITNESS Charles Fromer (each) a subscriber hereto, (each) being duly qualified according to law, depose(s) and say(s) that he is familiar with the signature of Donald C. Steele codicil subscribing witnesses to) the ~t~ presented herewith and that he codicil ~t~ is in the handwriting of Donald C. Steele to the best of his to or affirmed and sub- ___~/l'_~]/aJ Sworn scribed before me this day of June~2003 , testat or of (one of the believes the signature on the knowledge and belief. (Name) Charles Fromer ~ ~.~( ~ (Address) ~ For the Register (Name) (Address) IN THE REGISTER OF WILLS OFFICE FOR CUMBERLAND COUNTY, PENNSYLVANIA ESTATE OF DONALD C. STEELE, DATE OF DEATH: 3/21/2003 ESTATE NO. 2003-00298 CERTIFICATION OF NOTICE UNDER RULE 5.6(a) TO THE REGISTER OF WILLS OF CUMBERLAND COUNTY: I certify that notice of estate administration required by Rule 5.6(a) of the Orphans' Court Rules was served on or mailed to the following beneficiaries of the above-captioned estate on April 8, 2003: Harriet S. Steele 2805 Fairview Road Camp Hill, PA 1701 Sherman M. Steele 4804 Gina Court Voorhees, NJ 08043 Susan A. Steele 37 Evelyn Mansions Carlisle Place London, SWIP 1NH UK Alan B. Simpson 429 Haverford Road Wynnewood, PA 19096 Douglas M. Simpson 1030 Short Street #B New Orleans, LA 70118 Notice has now been given to all persons entitled thereto under Rule 5.6(a) except _None . Respectfully submitted, WIX, WE~GER & WEII~'NER By: l'i!'!~'':'/I''''! ~/''/~?! ' "'' Dean A. Weidner, ~squire Attorney ID No. 06363 508 No~h Second Street P.O. Box 845 Harrisburg, PA 17108-0845 (717) 234-4182 Dated' April 9,2003 Counsel for Personal Representative RICHARD H WIX THOMAS L. WENGER DEAN A. WEIDNER STEVEN C WILDS THERESA L. SHADE WiX * DAVID R. GETZ STEPHEN J. DZURANIN STEVEN R. WILLIAMS TRACY L UPDIKE JEFFREY C. CLARK · Also Member Massachusetts Bar WIX, WENGER & WEIDNER A PROFESSIONAL CORPORATION ATTORNEYS AT LAW 508 NORTH SECOND STREET POST OFFICE BOX 845 HARRISBURG, PENNSYLVANIA 17108-0845 (717) 234-4182 TELECOPIER (717) 234-4224 www.wwwpalaw.com 4705 DUKE STREET HARRISBURG, PA 17109-3099 (717) 652-8455 TELECOPIER(717) 652-6290 PLEASE REPLY TO DUKE STREET OFFICE( ) June 19, 2003 Donna M. Otto, Acting Register of Wills Cumberland County Courthouse One Courthouse Square Carlisle, PA 17013-3387 Re: Estate of Donald C. Steele File No. 2003-00298 Dear Ms. Otto: We enclose our client's check in the amount of $23,500.00, made payable to the "Register of Wills, Agent," representing payment of the estimated inheritance taxes due on behalf of the above-captioned estate. Please process this payment at your earliest convenience and forward a receipt to our office. Thank you for your assistance in this matter. If you have any questions regarding the above, please call me. Sincerely, WIX, WENGER & WEIDNER Paralegal /dbw Enclosure COMMONWEALTH OF PENNSYLVANIA DEPARTMENT OF REVENUE BUREAU OF INDIVIDUAL TAXES DEPT. 280601 HARRISBURG, PA 17128-0601 RECEIVED FROM: PENNSYLVANIA INHERITANCE AND ESTATE TAX OFFICIAL RECEIPT NO. REV-1162 EX(11-96) CD 002707 WIX WENGER & WEIDNER P O BOX 845 HARRISBURG, PA 17108-0845 ........ fold ESTATE INFORMATION: SSN: 185-14-8033 FILE NUMBER: 2103-0298 DECEDENT NAME: STEELE DONALD C DATE OF PAYMENT: 06/19/2003 POSTMARK DATE: 00/00/0000 COUNTY: CUMBERLAND DATE OF DEATH: 03/21/2003 ACN ASSESSMENT CONTROL NUMBER AMOUNT 101 $23,500.00 TOTAL AMOUNT PAID' $23,500.00 REMARKS: HARRIET S STEELE WIX ETAL SEAL CHECK//1001 INITIALS: DO RECEIVED BY: DONNA M. OTTO DEPUTY REGISTER OF WILLS REGISTER OF WILLS WENGER & WEIDNER ATTORNEYS A'F LAW 508 NORTH SECOND STREET POST OFFICE BOX 845 ISBURG, PENNSYLVANL'\ 17108-0845 a M. Otto, Acting Register of Wills }erland County Courthouse ;ourthouse Square lie, PA 17013-3387 COMMONWEALTH OF PENNSYLVANtA DEPARTMENT OF REVENUE BUREAU OF iNDIWDUAL TAXES DEPT. 280601 HARRISBURG, PA 17128-0601 RECEIVED FROM: PENNSYLVANIA INHERITANCE AND ESTATE TAX OFFICIAL RECEIPT NO. REV-1162 EX(11-96) CD 003367 WEIDNER DEAN A ESQ WIX WENGER & WEIDNER 508 NORTH SECOND ST HARRISBURG, PA 17101 ........ fold ESTATE INFORMATION: SSN: 185-14-8033 :ILE NUMBER: 2103-0298 DECEDENT NAME: STEELE DONALD C DATE OF PAYMENT: I 2/23/2003 POSTMARK DATE: 12/22/2003 COUNTY: CUMBERLAND DATE OF DEATH: 03/21/2003 DUPLICATE ACN ASSESSMENT CONTROL NUMBER AMOUNT 101 $13.16 TOTAL AMOUNT PAID: $13.16 REMARKS: DEAN WEIDNER ESQUIRE SEAL CHECK# 302 INITIALS: VZ RECEIVED BY: DONNA M. OTTO DEPUTY REGISTER OF WILLS REGISTER OF WILLS 6-00) UJ Z Z 0 COMMONWEALTH OF PENNSYLVANIA DEPARTMENT OF REVENUE DEPT. 280601 HARRISBURG, PA 17128-0601 DECEDENT'S NAME (LAST, FIRST, AND MIDDLE INITIAL Steele, Donald C. DATE OF DEATH (MM-DD-Year) 03/21/2003 REV-1500 INHERITANCE TAX RETURN RESIDENT DECEDENT IDATE OF BIRTH (MM-DD-Year) 02/09/2023 (IF APPLICABLE) SURVIVING SPOUSE'S NAME (LAST, FIRST, AND MIDDLE INITIAL) Steele, Harriet S. FiLE NUMBER 2 1 -0 3 0 2 9 8 COUNTY CODE YEAR NUMBER SOCIAL SECURITY NUMBER 1 8 5- I 4-8 0 3 3 THIS RETURN MUST BE FILED IN DUPLICATE wrrH THE REGISTER OF WILLS SOCIAL SECURITY NUMBER 3 9 8-3 0-2 7 9 0 r~-'] 1. Original Return --14. Limited Estate [~-16 Decedent Died Testate (Attach copyof Will) E~9. Litigation Proceeds Received THiS ~i~usT BEi COMPEteD, ALL NAME Dean A. Weidner, Esquire FIRM NAME (If Applicable) WIX, WENGER & WEIDNER TELEPHONE NUMBER {717) 234-4182 [-"~ 2. Supplemental Return [~4a. Future Interest Compromise (date of death after 12-12-82) --"]7. Decedent Maintained a Living Trust (A~,~ch copy of Trust) ] 10. SpousalPoverty Credit(dateofdeathbe~een12-31-91andl-l-95) COMPLETE MAILING ADDRESS 508 North Second Street P.O. Box 845 Harrisbur~l ] 3. Remainder Return (date of death prior to 12-13-82) r--~ 5. Federal Estate Tax Return Required ~ 8. Total Number of Safe Deposit Boxes [~11. Election to tax under Sec. 9113(A) (Attach Sch O) PA 17108-0845 1. Real Estate (Schedule A) (1) 2. Stocks and Bonds (Schedule B) (2) 3. Closely Held Corporation, Partnership or Sole-Proprietorship (3) 4. Mortgages & Notes Receivable (Schedule D) (4) 5. Cash, Bank Deposits & Miscellaneous Personal Property (5) (Schedule E) 6. Jointly Owned Property (Schedule F) (6) ] Separate Billing Requested 7. Inter-Vivos Transfers & Miscellaneous Non-Probate Property (7) (Schedule G or L) 8. Total Gross Assets (total Lines 1-7) 9. Funeral Expenses & Administrative Costs (Schedule H) (9) 10. Debts of Decedent, Mortgage Liabilities, & Liens (Schedule I) (10) 11. Total Deductions (total Lines 9 & 10) 12. Net Value of Estate (Line 8 minus Line 11) 13. Charitable and Governmental Bequests/Sec 9113 Trusts for which an election to tax has not been made (Schedule J) 14. Net Value Subject to Tax (Line 12 minus Line 13) 783,570.22 170.0~, 44,630.00 OFFICIAL USE ONLY 25,979.99 (8) 854,350.21 24,088.78 6,488.08 (11) 30,576.86 823,773.35 823,773.35 (12) (13) (14) SEE INSTRUCTIONS ON REVERSE SIDE FOR APPLICABLE RATES 15. Amount of Line 14 taxable at the spousal tax rate, or transfers under Sec. 9116 (a)(1.2) 16. Amount of Line 14 taxable at lineal rate 17. Amount of Line 14 taxable at sibling rate 18. Amount of Line 14 taxable at collateral rate 19. Tax Due 20. 273,773.35 x 0 (15) 550,000.00 x .045 (18) 24,750.00 x .12 (17) x .15 (18) (19) 24,750.00 Decedent's Complete Address: STREET ADDRESS 2805 Fairview Road CITY I STATE Hill ZIP L;amp I PA 17011 Tax Payments and Credits: 1. Tax Due(Page 1 Line 19) Credits/Payments A. Spousal Poverty Credit B. Prior Payments C. Discount 23T500.00 1 T236.84 Total Credits ( A + B + C ) (1) No (2) Interest/Penalty if applicable D. Interest E. Penalty Total Interest/Penalty ( D + E ) (3) If Line 2 is greater than Line 1 + Line 3, enter the difference. This is the OVERPAYMENT. Check box on Page 1 Line 20 to request a refund (4) If Line 1 + Line 3 is greater than Line 2, enter the difference. This is the TAX DUE. (5) A. Enter the interest on the tax due. (5A) B. Enter the total of Line 5 + 5A. This is the BALANCE DUE. (SD) Make Check Payable to: REGISTER OF WILLS, AGENT PLEASE ANSWER THE FOLLOWING QUESTIONS BY PLACING AN "X" IN THE APPROPRIATE BLOCKS 1. Did decedent make a transfer and: Yes a. retain the use or income of the property transferred; ........................................................................... [] b. retain the right to designate who shall use the property transferred or its income; ........................................ [] c. retain a reversionary interest; or ...................................................................................................... [] d. receive the promise for life of either payments, benefits or care? ............................................................. [] 2. tf death occurred after December 12, 1982, did decedent transfer property within one year of death without receiving adequate consideration? ............................................................................................... [] 3. Did decedent own an "in trust for" or payable upon death bank account or security at his or her death? ................. [] 4. Did decedent own an Individual Retirement Account, annuity, or other non-probate property which contains a beneficiary designation? ....................................................................................................... [] IF THE ANSWER TO ANY OF THE ABOVE QUESTIONS IS YES, YOU MUST COMPLETE SCHEDULE G AND FILE IT AS PART OF THE RETURN. Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct and complete, Declaration of preparer other than the personal representative is based on all information of which preparer has any knowledge, 24,750.00 24,736.84 0.00 13.16 13.16 SIGNATURE OF PF.~SON RESPO..NS, IBLE FOR FILING RETURN ADDRESS Harriet S. Steele, Executor 2805 Fairview Road, Camp,-Hill SIGNATURE OF PRI~ARER OTHEEfq'H/),I~rEPRESFNTATIVE ADDRESS D(~a~ A. Weidrf'e~, E~squire/WIX, WENGER & WEIDNER 508 North Second Street/PO Box 845, Harrisbur~ DATE PA 17011 DATE PA 17108-0845 For dates of death on or after July 1, 1994 and before January 1, 1995, the tax rate imposed on the net value of transfers to or for the use of the surviving spouse is 3% [72 P.S. §9116 (a) (1.1) (i)]. For dates of death on or after January 1, 1995, the tax rate imposed on the net value of transfers to or for the use of the surviving spouse ~s 0% [72 P.S. §9116 (a) (1.1) (ii)]. The statute does not exempt a transfer to a surviving spouse from tax, and the statutory requirements for disclosure of assets and filing a tax return are still applicable even if the surviving spouse is the only beneficiary. For dates of death on or after July 1, 2000: The tax rate imposed on the net value of transfers from a deceased child twenty-one years of age or younger at death to or for the use of a natural parent, an adoptive parent, or a stepparent of the child is 0% [72 P.S. §9116(a)(1.2)]. The tax rate imposed on the net value of transfers to or for the use of the decedent's lineal beneficiaries is 4.5%, except as noted in 72 P.S. §9116(1.2) [72 P.S. §9116(a)(1)]. The tax rate imposed on the net value of transfers to or for the use of the decedent's siblings is 12% [72 P.S. §9116(a)(1.3)]. A sibling is defined, under Section 9102, as an individual who has at least one parent in common with the decedent, whether by blood or adoption. REV-1502 EX + (6-98) COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT SCHEDULE A REAL ESTATE ESTATE OF FILE NUMBER Steele. Donald ~, 21 03 02~)~ All real property owned solely or as a tenant in common must be reported at fair market value, Fair market value is defined as the pdce at which property would be exchanged between a willing buyer and a willing seller, neither being compelled to buy or sell, both having reasonable knowledge of the relevant facts. Real propert~ which is jointly-owned with ri~lht of survivorship must be disc!o_.ed on Schedule F. ITEM VALUE AT DATE NUMBER DESCRIPTION OF DEATH 1, None TOTAL (Also enter on line 1, Recapitulation) $ 0.00 REV-1503 EX + (1-97) COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT SCHEDULE B STOCKS & BONDS ESTATE OF FILE NUMBER Steele, Donald C 21-2003-0298 All property jointly-owned with right of survivorship must be disclosed on Schedule F. ITEM VALUE AT DATE NUMBER DESCRIPTION OF DEATH 1. 1527 shares Bank of America Corp (BAC) at $70.0l/share, held 106,905.27 10 11 12 13 14! 15 in Morgan Stanley brokerage account Bank of American Corporation unpaid dividend DIV $0.6400 EX 3/5/2003 REC 3/7/2003 PAY 3/28/2003 1400 shares First Data Corporation (FDC) at $37.565/share, held in Morgan Stanley brokerage account 300 shares Verizon (VZ) at $37.005/share, held in Morgan Stanley brokerage account 230 shares Workflow Management (WORK) at $2.875/share, held in Morgan Stanley brokerage account 172 shares Navigant International (FLYR) at 10.875/share, held in Morgan Stanley brokerage account 491 shares School Specialty Inc. (SCHS) at $18.4125/share 2,882 shares Morgan Stanley (MWD) at $40.89/share, held in Morgan Stanley brokerage account 1,000 shares Tyco Intl LTD New (TYC) at $13.33/share, held in Morgan Stanley brokerage account 1,000 shares American Italian Pasta Co (PLB) at $44.89/share, held in Morgan Stanley brokerage account 900 shares Mirant Corporation (MIR) at $1.70/share, held in Morgan Stanley brokerage account 2,290 shares Conseco Inc. (CNCEQ) at $.0375/share, held in Morgan Stanley brokerage account 4,000 shares Forest Labs (FRX) at $53.63/share, held in Morgan Stanley brokerage account 500 shares International Game Tech (IGT) at $86.025/share, held in Morgan Stanley brokerage account 1,226 shares Pfizer Inc (PFE) at $31.52/share, held in Morgan Stanley brokerage account Total from continuation pages .... TOTAL (Also enter on line 2, Recapitulation) $ 977.28 52,591.00 11,101.50 661.25 1,870.50 9,040.54 117,844 98 13,330 00 44,890 00 1,530 00 85 88 214,520 O0 43,012 50 38,643.52 126,566.00 783,570.22 2W4096 3000 (if more space is needed, insert additional sheets of the same size) Page 2 Estate of: Steele, Donald C 21-2003-0298 Schedule B -- Stocks & Bonds Item No. Description Value at Date of Death 16 400 shares Tidewater Inc. (TDW) at $29.255/share, held in Morgan Stanley brokerage account 11,702.00 17 600 shares Atmel at 2.060/share, held at T.D. Waterhouse 1,236.00 18 68 shares Avaya at 2.415/share, held at T.D. Waterhouse 164.22 19 300 shares BMC Software at 16.965/share, held at T.D. Waterhouse 5,089.50 20 250 shares International Game Technology at 86.025/share, held at T.D. Waterhouse 21,506.25 21 176 shares Medquist Inc. at $16.77/share, held at T. D. Waterhouse 2,951.52 22 750 shares Quintiles Transnational Corp at $12.345/share, held at T.D. Waterhouse 9,258.75 23 1,163.7999 shares TOTAL S.A., at $64.15/share (Bank of New York) 74,657.76 TOTAL. (Carry forward to main schedule) ...... 126,566.00 REV-1504 EX + (1-97) COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT SCHEDULE C CLOSELY-HELD CORPORATION, PARTNERSHIP or SOLE-PROPRIETORSHIP ESTATE OF FILE NUMBER Steele, Donald C 21-2003-0298 Schedule C-1 or C-2 (Including all supporting information) must be attached for each closely-held corporation/partnership interest of the decedent, other than a sole-proprietorship. See instructions for the supporting information to be submitted for sole-proprietorships. ITEM VALUE AT NUMBER DESCRIPTION DATE OF DEATH 1. 170.00 Interest in Winthrop Residential Associates I Limited Partnership (valuation letter and annual audit reports attached) TOTAL (Also enter on line 3, Recapitulation) $ 170. O0 2w4697 2 000 (If more space is needed, insert additional sheets of the same size) REV-1506 EX + (9-00) COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT SCHEDULE C-2 PARTNERSHIP INFORMATION REPORT ESTATE OF FILE NUMBER Steele, Donald C 21-2003-0298 1. Name of Partnership Date Business Commenced Address 2401 Kerner Blvd. Business Reporting Year City San Rafael State CA. Zip Code 94901 2. Federal Employer I.D. Number 04-2720493 3. Type ofBusiness 10 unit investment Product/Service 4. Decedent was a [] General [] Limited partner. If decedent was a limited partner, provide initial investment $10,000.00 PERCENT OF pERCENT OF BALANCE OF PARTNER NAME INCOME OWNERSHIP CAPITAL ACCOUNT A. 0 0 0.00 B. 0 0 0.00 C. 0 0 0.00 D. 0 0 0.00 6. Value of the decedent's interest $ 170. O0 7. Was the Partnership indebted to the decedent? ...................... [] Yes If yes, provide amount of indebtedness $ 8. Was there life insurance payable to the partnership upon the death of the decedent? . [] Yes If yes, Cash Surrender Value $ Net proceeds payable $ Owner of the policy [] No [] No 10. 11. Did the decedent sell or transfer an interest in this partnership within one year prior to death or within two years if the date of death was prior to 12-31-827 [] Yes [] No If yes, [] Transfer [] Sale Percentage transferred/sold Transferee or Purchaser Consideration $ Date Attach a separate sheet for additional transfers and/or sales. Was there a written partnership agreement in effect at the time of the decedent's death? ...... [] Yes [] No If yes, provide a copy of the agreement. Was the decedent's partnership interest sold? .............................. [] Yes [] No If yes, provide a copy of the agreement of sale, etc. 12 [] No 13. Was the decedent related to any of the partners? ............................ [] Yes [] No If yes, explain 14. Did the partnership have an interest in other corporations or partnerships? .............. [] Yes [] No If yes, report the necessary information on a separate sheet, including a Schedule C-1 or C-2 for each interest I THE FOLLOWING INFORMATION MUST BE SUBMI~ED WITH THIS SCHEDULE I Was the partnership dissolved or liquidated after the decedent's death? ................ [] Yes If yes, provide a breakdown of distributions received by the estate, including dates and amounts received. A. Detailed calculations used in the valuation of the decedent's partnership interest. B. Complete copies of financial statements or Federal Partnership Income Tax returns (Form 1065) for the year of death and 4 preceding years. C. If the partnership owned real estate, submit a list showing the complete address/es and estimated fair market value/s. If real estate appraisals have been secured, attach copies. D. Any other information relating to the valuation of the decedent's partnership interest. 2W4699 0010 REV-1507 EX + (6-98) COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT SCHEDULE D MORTGAGES & NOTES RECEIVABLE ESTATE OF FILE NUMBER Steele. Donpld C. 21 03 029{~ All property jointly-owned with the right of survivorship must be disclosed on Schedule F. ITEM VALUE AT DATE NUMBER DESCRIPTION OF DEATH 1. None 0.00 TOTAL (Also enter on line 4, Recapitulation) $ REV-1508 EX + (6-98) COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT SCHEDULE E CASH, BANK DEPOSITS, & MISC. PERSONAL PROPERTY ESTATE OF Steele. Donald FILE NUMBER 21 03 Include the proceeds of litigation and the date the proceeds were received by the estate. All property jointly-owned with right of survivorship must be disclosed on Schedule F. 0298 ITEM NUMBER Cash on hand DESCRIPTION Ordinary household goods and furnishings Ordinary clothing 998 Mercedes-Benz E320 (Kelley Blue Book valuation attached) ~,rt Collection (appraisal attached) TOTAL (Also enter on line 5, Recapitulation) ~ $ VALUE AT DATE OF DEATH 50.00 1,000.00 1,000.00 24,200.00 18,380.00 44,630.00 (If more space is needed, insert additional sheets of the same size) REV-1509 EX + (1-97) COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT SCHEDULE F JOINTLY-OWNED PROPERTY ESTATE OF FILE NUMBER Steele, Donald C 21-2003-0298 If an asset was made joint within one year of the decedent's date of death, it must be reported on Schedule G. SURVIVING JOINT TENANT(S) NAME ADDRESS RELATIONSHIP TO DECEDENT LET'm~ DATE ~.DESCRIP']']ON OF PROPERTY % OF DATE OF DEATH ITEM FOR JOINT MADE Include name ~inancial institution and bank account number or DATE OF DEATH DECD'S VALUE OF NUMBER TENANT JOINT similar ide VALUE OF ASSET INTEREST DECEDENTS INTEREST 1. TOTAL (Also enter on line 6, Recapitulation) $ 0.0 0 2W46AE 2000 (If more space is needed, insed additional sheets of same size) REV~1510 EX + (6-98) COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT SCHEDULE G INTER-VIVOS TRANSFERS & MISC. NON-PROBATE PROPERTY ESTATE OF FILE NUMBER Steele. Donald (;. 21 Q;~ Q2~ This schedule must be completed and filed if the answer to any of questions 1 throu h 4 on the reverse side of the REV-1500 COVER SHEET is yes. DESCRIPTION OF PROPERTY ITEM INCLUDE THE NAME OF THE TRANSFEREE, THEIR RELATIONSHIP TO DECEDENT AND DATE OF DEATH % OF DECD'S EXCLUSION TAXABLE NUMBER THE DATE OF TRANSFER. ATTACH A COPY OF THE DEED FOR REAL ESTATE VALUE OF ASSET INTEREST (IF APPLICAOLE) VALUE 1. 3,074.774 shares Fidelity High Income Fund held in Fidelity 24,422.66 100. 24,422.6( IRA Account No. 2BN-607029 at $7.91/share DOD value: $24,321.46; unpaid dividends: $101.20 Beneficiary: Harriet S. Steele 2. Commerce Bank Checking Account held jointly with 9,114.65 50. 3,000.00 1,557.3~ spouse (created within one year from date of death) Date of death balance: $9,111.55 Accrued Interest: $3.10 TOTAL (Also enter on line 7 Recapitulation) $ 25,979.9~c REV-1511 EX + (12-99) COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT SCHEDULE H FUNERAL EXPENSES & ADMINISTRATIVE COSTS ESTATE OF FILE NUMBER Steele. Donald C. 21 03 0298 Debts of decedent must be reported on Schedule I. ITEM NUMBER DESCRIPTION AMOUNT 2. 3. 8. 9. 10. 11. 12. 13. 14. FUNERAL EXPENSES: Central Pennsylvania Cremation Society Dinners By Design (reception) Additional reception costs, including food, drink, note cards ADMINISTRATIVE COSTS: Personal Representative's Commissions Name of Personal Representative (s) Social Security Number(s)/EIN Number of Personal Representative(s) Street Address city State Year(s) Commission Paid: Attorney Fees Wix, Wenger & Weidner (estimated) Family Exemption: (If decedent's address is not the same as claimant's, attach explanation) Claimant Harriet S. Steele Zip Street Address 2805 Fairview Road City Camp Hill Relationship of Claimantto Becedent Spouse State PA Zip 17011 Probate Fees Cumberland County Register of Wills Accountant's Fees Tax Return Preparer's Fees Cumberland Law Journal Sentinel Cordier Antiques & Fine Art (appraisal fee) PA Dept of Transportation (transfer fee) John Glise (real estate appraisal fee) Harriet S. Steele (reimbursement for misc estate admin expenses) Sun Motor Cars Wix, Wenger & Weidner (estimated out-of-pocket expenses) 1,454.55 723.45 419.76 15,000.00 3,500.00 480.00 75.00 102.11 600.00 6.00 300.00 805.12 222.79 400.00 TOTAL (Also enter on line 9, Recapitulation) $ 24,088.78 (If more space is needed, insert additional sheets of the same size) REV-1512 EX + (6-98) COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT SCHEDULE I DEBTS OF DECEDENT, MORTGAGE LIABILITIES & LIENS ESTATE OF FILE NUMBER Steele. DonCd ¢. 21 03 029~ Include unreimbursed medical expenses. ITEM VALUE AT DATE NUMBER DESCRIPTION OF DEATH 1. 1,597.23 10. 12. 13. 14. 15. Citi AAdvantage World Mastercard Account No. 5466 1601 8137 9122 Citi AAdvantage World Mastercard Account No. 5466 1601 8946 4280 Verizon Loucas C. Tzanis, M.D. Medical Bill Zlator, Gilfirt & Gold Medical Bill Schultz's Landscaping Straley & Associates (2002 personal income tax preparation) IRS - 2002 federal income taxes PA Department of Revenue - 2002 state income taxes West Shore Tax Bureau Hershey Medical Center Physicians Medical Bill Medco Health Medical Bill (medications) West Shore Country Club AT&T Waypoint Bank 1,328.82 25.06 45.00 18.00 50.00 425.00 1,216.00 79.00 197.40 57.80 159.27 201.64 97.03 873.83 TOTAL (Also enter on line 10, Recapitulation) $ 6,488.08 (If more space is needed, insert additional sheets of the same size) Steele, Donald C. Decedent's Name Continuation of' '~V-1500 Inheritance Tax Return F Pa~e 1 Schedule I - Debts of Decedent, Mortgage Liabilities, & Liens ident Decedent 21 O3 0298 Decedent's Social Security Number ITEM NUMBER DESCRIPTION AMOUNT 16. Camp Hill Fire Company (Ambulance) 117.00 SUBTOTAL SCHEDULE I 117.00 GRANDTOTALSCHEDULEI $ 6,488.08 REV-1513 EX + (9-00) COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT SCHEDULE J BENEFICIARIES ESTATE OF Steele. D )nald (~, NUMBER I. 1. 2. 3. 4. 5. 6. II. NAME AND ADDRESS OF PERSON(S) RECEIVING PROPERTY TAXABLE DISTRIBUTIONS [include outright spousal distributions, and transfers under Sec. 9116 (a) (1.2)] Harriet S. Steele 2805 Fairview Road Camp Hill, PA 17011 Alan B. Simpson 429 Haverford Road Wynnewood, PA 19096 Douglas M. Simpson 1030 Short Street fiB New Orleans, LA 70118 Alex Simpson c/o Alan B. Simpson 429 Haverford Road, Wynnewood, PA 19096 Susan A. Steele 37 Evelyn Mansions, Carlisle Place London, SWIP 1NH, UK Sherman M. Steele 4804 Gina Court Voorhees, NJ 08043 FILE NUMBER 21 03 RELATIONSHIP TO DECEDENT Do Not List Trustee(s) Spouse Stepson Stepson Step-Grandson Daughter Son 029~ AMOUNT OR SHARE OF ESTATE Residue 70,000.00 70,000.00 10,000.00 150,000.00 250,000.00 TOTAL OF PART II - ENTER TOTAL NON-TAXABLE DISTRIBUTIONS ON LINE 13 OF REV-1500 COVER SHEET $ (If more space is needed, insert additional sheets of the same size) B. CHARITABLE AND GOVERNMENTAL DISTRIBUTIONS NON-TAXABLE DISTRIBUTIONS: A. SPOUSAL DISTRIBUTIONS UNDER SECTION 9113 FOR WHICH AN ELECTION TO TAX IS NOT BEING MADE ENTER DOLLAR AMOUNTS FOR DISTRIBUTIONS SHOWN ABOVE ON LINES 15 THROUGH 18, AS APPROPRIATE, ON REV-1500 COVER SHEET A TRUE COPY FROM RECORD In Testimony wherof, I hereunto set .my hand and the seal · of said Court {~t Carlisle, PA Clerk of-the Orphans C~urt ~ Cumberland Count~, LAST WILL AND T~STAM~NT OF ST~L~ I, DONALD C. STEELE, of Camp Hill, Pennsylvania, declare this to be my will and hereby revoke all prior wills and codicils and writings in the nature thereof, heretofore made by me. GIFTS I. Personal articles of automobiles, thereto, to survives me me, I give and Household Effects: I give all my personal or household use, including together with all insurance relating my wife, HARRIET SIMPSON STEELE, if she by six months. If she does not so survive all such property and insurance to my children from my prior marriage, SHERMAN M. STEELE and SUSAN ALLEGRA STEELE, to be divided among them as they may agree or, in the absence of agreement, as my executor may think appropriate. A TRUE COPY FROM RECORD In Testimony wherof, I hereunto set my hand and the seal of said Court .at Carli.Ne, PA ~hi~;~ dayq~./~.. 200,~ Clerk of the Orphans Co[Jrt Cumberland County My executor may make whatever arrangements my executor deems appropriate for storing and delivering articles of personal or household use to the beneficiaries, and may pay the cost thereof and any related expenses including insurance from my residuary estate. I intend to leave a memorandum setting forth suggestions as to the distribution of certain' items and, while the memorandum is not to be legally binding, I hope the suggestions in it will be carried out. II. Anatomical Gift: the Humanity Gifts Pennsylvania. I give my body in its entirety to Registry of the Commonwealth of III. Residuary Estate: real and personal: I give the residue of my estate, A0 If my wife, HARRIET SIMPSON STEELE, survives me by six months, I give the following: 1. To my wife, HARRIET SIMPSON STEELE, the smallest amount which will result in the least possible federal estate tax payable by reason of my death, and 2. The remainder of my estate in equal shares to my children from my prior marriage, SHERMAN M. STEELE and SUSAN ALLEGRA STEELE, if they survive me by six months; provided that if a child does not so survive me but leaves descendants who so survive me, such descendants shall receive, per stirpes, the share that child would have received had he or she survived me. If my wife, HARRIET SIMPSON STEELE, does not survive me by six months, I give the following: 1. The sum of two hundred thousand dollars ($200,000) and my real property situate at 2805 Fairview Road, Camp Hill, Pennsylvania, in equal shares to the children of my wife's prior marriage, ALAN BRADFORD SIMPSON and DOUGLAS MICHAEL SIMPSON. 2. The remainder of my estate in equal shares to my children from my prior marriage, SHERMAN M. STEELE and SUSAN ALLEGRA STEELE, if they survive me by six months; provided that if a child does not so survive me but leaves descendants who so survive me, such 3 descendants shall receive, per stirpes, the share that child would have received had he or she survived me. IV. Powers of Appointment: No provision of this will shall exercise any power of appointment I may have. V. Adopted Persons: Persons adopted during minority shall be considered as children of their adoptive parents, and they and their descendants shall be considered as descendants of their adoptive parents. VI. Will Contests: If any beneficiary under this will in any manner, directly or indirectly, contests or attacks this will or any of its provisions, any share or interest in my estate given to that contesting beneficiary under this will is revoked and shall be disposed of in the same manner provided herein as if that contesting beneficiary had predeceased me without issue. TAX PROVISIONS VII. Survivorship: My wife shall be deemed to have survived me if the order of our deaths is not clear. VIII. Death Taxes: All federal, state and other death taxes payable because of my death on the property 4 forming my gross estate for tax purposes, whether or not it passes under this will, shall be paid out of the principal of my residuary estate, and none of those taxes shall be charged against any beneficiary or any outside fund; provided that no property which otherwise would be exempt from federal estate tax or state death taxes shall be used to pay any death taxes. IX. Tax Options: I direct my executor to exercise any options available in determining and paying death taxes in my estate in such a way as reasonably may be expected to achieve the greatest overall tax savings for my beneficiaries, without requiring adjustments between income and principal. ADMINISTRATIVE PROVISIONS X. Rights in Income: Ail beneficiary's death shall be accrued thereafter. income undistributed at a treated as if it had XI. Protective Provision: No beneficiary may sell, give or otherwise transfer his or her interest in income or principal hereunder. No person having a claim against a beneficiary may reach any such interest before actual payment to the beneficiary. XII. Management Provisions: I authorize my executor: A. To retain and to invest in all forms of real and personal property, without being confined to investments authorized by a statutory list, without being required to diversify and regardless of any principle of law limiting delegation of investment responsibility by executors or trustees; To compromise claims and to abandon any property which, in my executor's opinion, is of little or no value; De To sell at public or private sale, to exchange or to lease for any period of time, any real or personal property, and to give options for sales or leases; To borrow from anyone, even if the lender is an executor hereunder, and to pledge property as security for repayment of the funds borrowed; To join in any merger, reorganization, voting- trust plan or other concerted action of security holders, and to delegate discretionary duties with respect thereto; Fe To employ and to rely upon advice given by investment counsel, to delegate discretionary authority to make changes in investments to investment counsel, and to pay investment counsel reasonable compensation in addition to any fees otherwise payable to my executor; To employ a custodian, to hold property unregistered or in the name of a nominee (including the nominee of any institution employed as custodian), and to pay reasonable compensation to the custodian in addition to any fees otherwise payable to my executor; He To procure and carry at the expense of my estate insurance of kinds, forms and amounts deemed advisable by my executor to protect my estate and my executor against any hazard; To commence or defend at the expense of my estate any litigation affecting my estate deemed advisable by my executor; To conduct alone or with others any business in which I am engaged or in which I have an interest at my death, with all the powers of any owner with respect thereto, including the power to delegate discretionary duties to others, to invest other property held thereunder in such business and to organize a partnership or corporation to carry on such business; and K. To distribute in cash or in kind. These time force property. All granted by this granted by law and authorization. authorities shall extend to all property at any held by my executor and shall continue in full until the actual distribution of all such powers, authorities and discretion will shall be in addition to those shall be exercisable without court XIII. Minor Beneficiaries: Any property passing under this will to a person under twenty-one years of age shall be paid to a custodian for the minor selected and appointed by my executor under the Pennsylvania Uniform Gifts to Minors Act. FIDUCIARIES XIV. Executors: I appoint my wife, HARRIET SIMPSON STEELE, executor under this will, and I direct that: 8 If my wife for any reason fails to qualify or ceases to act as executor, I appoint my son, SHERMAN M. STEELE, executor in her place. If he for any reason fails to qualify or ceases to act as executor, I appoint my daughter, SUSAN ALLEGRA STEELE, executor in his place. Be My executor may at any time by written instrument appoint a corporation with fiduciary powers as a co-executor or as agent or custodian for the executor and may enter into a binding agreement with it regarding its compensation; The words "my executor" shall refer to all those from time to time acting as such. Any individual executor may resign at any time without court approval; and Executed No executor shall be required to give bond. this ~ ,~4 day of ~ ,1989. In our presence the above-named testator signed this and declared it to be his will, and now at his request, in his presence, and in the presence of each other, we sign as witnesses: Witness Address Address 10 COMMONWEALTH OF PENNSYLVANIA : : COUNTY OF : SS. It according foregoing my free expressed. DONALD C. STEELE, having been duly qualified to law, acknowledge that I signed the instrument as my will, and that I signed it as and voluntary act for the purposes therein DONALD C. STEELE ' We, having been duly qualified according to law, depose and say that we were present and saw DONALD C. STEELE sign the foregoing instrument as his will; that he signed it as his free and voluntary act for the purposes therein expressed; that each of us in his sight and hearing and at his request signed the will as witnesses; and that to the best of our knowledge he was at that time 18 or more years of age, of sound mind and under no constraint or undue influence. Witness Subscribed, sworn to or affirmed, and acknowledged before me by the above-named testator and by the witne~%ses .whose names appear opposite, on ~.~..~,.r ~, ..~ ~ , 1989. ' ............ ' - MY COMMISSION EX~:;: iS ,.. "?.'. ':.~ . ? ~ ~ ~ Fhis is to certify that the information I,~re given is correctly copied from an original l,ocal Registrar. The original certificat ,11 be forwarded to the State Vital Records -'rtificate of death duly filed With me as .ice for permanent filing. WARNING: It is illegal to duplicate this copy by photostat or photograph. Fee for this certificate, $2.00 No. ~ Date COMMONWEALTH OF PENNSYLVANIA · DEPARTMENT OF HEALTH * VITAL RECORDS CERTIFICATE OF DEATH Donald Clifton Steele ,. male ,. 185 -- 14 -- 8033 80 ~. i : Feb. 9, '23 New Alexandria . E~o..,--.~ oo.D ~E] I~ ~. PA Daup~ ~ T~. M.S. Hemhey M~ic~ Cen~r ~ ~.~. ~~ ,,,~tate :gove~en~ u.s.~o~ , ,~ ..... ,,~ ~on~ist . ~,~ ~,,. ~'~12 ~ 8 "~'~" ..~rri~' ~iet Kirc~off 2805 Fai~ew R~d ~._ . ,,~ PA ~ ,..~ ~.~ ~ Hill, PA 17011 ~ ,t ,me.~ ~rland ~' ,..~ ~ ~ Hill ,t J~s M. Steele . S~a ~Willi~s ~ ~riet Steele ~ 2805 Fai~ew Road~ ~ Hill~ PA 17011 ~0 ~ ~0 .~'.~' ~0 ~ Ol,,~rch 24, 2~3 I,,. B~ Cr~tory [,,. Grantville, PA 17028 I~. Im. ESTATE TAX SECURITIES VALUATION PAGE NO. 1 ACCOUNT: T8HXHX Name of Estate: STEELE - MORGAN STANLEY DATE OF DEATH= Friday, March 21 2003 ITEM CUSIP NO/ SHARES/ DESCRIPTION PRICE HIGH/ASK LOW/BID MEAN SECURITY ACCRUED COMMENTS TICKER PAR VALUE DATE PRICE PRICE PRICE VALUE DIV/INT 1) 060505104 1,527 BANK OF AMERICA CORPORATION 03/21 70.5000 69.5200 70.01000 106,905.27 NYSE COM DIV $0.6400 EX 03/05/2003 REC 03/07/2003 PAY 03/28/2003 977.28 2) 319963104 1,400 3) 92343V104 300 4) 98137N109 230 5) 63935R108 172 6) 807863105 491 7) 617446448 2,882 8) 902124106 1,000 9) 027070101 1,000 10) 604675108 900 11) 208464107 2,290 12) 345838106 4,000 FIRST DATA CORP 03/21 38.3000 36.8300 37.56500 52,591.00 NYSE COM VERI ZON COMMUNICATIONS 03/21 37.7600 36.2500 37.00500 11,101.50 NYSE COM WORKFLOW MG~TT INC 03/21 3.0000 2.7500 2.87500 661.25 NASDAQ COM NAVIGANT INTL INC 03/21 11.2400 10.5100 10.87500 1,870.50 NASDAQ COM SCHOOL SPECIALTY INC 03/21 18.8300 17.9950 18.41250 9,040.54 NASDAQ COM MORGAN STANLEY 03/21 41.7300 40.0500 40.89000 117,844.98 NYSE COM NEW TYCO INTL LTD NEW 03/21 13.7500 12.9100 13.33000 13,330.00 NYSE COM AMERICAN ITALIAN PASTA CO 03/21 45.7800 44.0000 44.89000 44,890.00 NYSE CL A MI RANT CORP 03/21 1.7300 1.6700 1.70000 1,530.00 COM CONSECO INC 03/21 0.0390 0.0360 0.03750 85.88 NASDAQ COM FOREST LABS INC 03/21 54.1600 53.1000 53.63000 214,520.00 NYSE COM ESTATE TAX SECURITIES VALUATION PAGE NO. 2 ACCOUNT: TSHXHX Name of Estate: STEELE - MORGAN STANLEY DATE OF DEATH: Friday, March 21 2003 ITEM CUSIP NO/ SHARES/ DESCRIPTION PRICE HIGH/ASK LOW/BID MEAN SECURITY ACCRUED COMMENTS TICKER PAR VALUE DATE PRICE PRICE PRICE VALUE DIV/INT 13) 459902102 500 INTERNATIONAL GAME TECHNOLOGY 03/21 87.2000 84.8500 86.02500 43,012.50 NYSE COM 14) 717081103 1,226 PFIZER INC 03/21 31.9900 31.0500 31.52000 38,643.52 NYSE COM 15) 886423102 400 TIDEWATER INC 03/21 29.8500 28.6600 29.25500 11,702.00 NYSE COM Grand Totals Total Principal plus Accrued interest and dividends 667,728.94 977.28 668,706.22 This report was prepared using APPRAISE Vet. 7.1.402 software, an EVALUATION SERVICES, INC. product. Visit our web site at WWW.APPRAISENJ.COM. This report is for information purposes only. The information is based upon sources we believe to be reliable, but have not been independently verified by us. The information is not intended to be, and should not be, relied upon as complete. All expressions of opinions are subject to change without notice. Totals may not add due to rounding. ESTATE TAX SECURITIES VALUATION PA~E NO. 1 ACCOUNT: T8KHKH Name of Estate: STEELE TD WATERHOUSE DATE OF DEATH: Friday, March 21 2003 ITEM CUSIP NO/ SHARES/ DESCRIPTION PRICE HIGH/ASK LOW/BID MEAN SECURITY ACCRUED CO~4ENTS TICKER PAR VALUE DATE PRICE PRICE PRICE VALUE DIV/INT ................................................................................................................................. 1) 049513104 600 ATMEL CORP 03/21 2.1500 1.9700 2.06000 1,236.00 NASDAQ COM 2) 053499109 68 AVAYA INC 03/21 2. 4800 2. 3500 2.41500 164.22 NYSE COM 3) 055921100 300 BMC SOFTWARE INC 03/21 17.4900 16.4400 16.96500 5,089.50 NYSE COM 4) 459902102 250 INTERNATIONAL GAME TECHNOLOGY 03/21 87.2000 84.8500 86.02500 21,506.25 NYSE COM 5) 584949101 176 MEDQUIST INC 03/21 17.4100 16.1300 16.77000 2,951.52 NASDAQ COM 6) 748767100 750 QUINTILES TRANSNATIONAL CORP 03/21 12.4400 12.2500 12.34500 9,258.75 NASDAQ COM Grand Totals Total Principal plus Accrued interest and dividends 40,206.24 0.00 40,206.24 This report was prepared using A~PRAISE Vet. 7.1.402 software, an EVALUATION SERVICES, INC. product. Visit our web site at WWW.A~P~tISENJ.COM. This report is for information purposes only. The information is based upon sources we believe to be reliable, but have not been independently verified by us. The information is not intended to be, and should not be, relied upon as complete. 2%11 expressions of opinions are subject to change without notice. Totals may not add due to rounding. Investor Relations Department Church Street Station P O Box 11258 New York, NY 10286-1258 (800) 524-4458 shareowners~banko fny.com www.stockbn¥.¢om October 2, 2003 WIX, WENGER & WEIDNER 508 NORTH SECOND STREET POST OFFICE BOX 845 HARRISBURG, PENNSYLVANIA 17108-0845 ATTN: DEAN A. WEIDNER Re: TOTAL S.A. Ticket # 2190725-DR16 a/c # 2675-0000045260 DONALD C STEELE Dear Mr. Weidner: Thank you for your inquiry regarding the status of the above referenced account. A review of our records indicates that as of the date requested, the above account maintained the following balance: Date Certificated/DRS Div. Reinv. Total Per share Total Value Balance Balance Shares Value March 21, 2003 1,163.7999 1,163.7999 $ 64.15 $ 74,657.76 Please be advised that as of October 1, 2003 the above account has a balance of 1,193.8560 shares in the Dividend Reinvestment Plan. We are enclosing transfer instructions for your convenience. We hope this information is helpful to you. If we may be of further assistance, please contact us at the above toll-free number. You can also view your stock account at: http://stockbny.com/ Sincerely, Investor Relations Enclosure Fideli~j~ 0 Mw~Ms' May 2, 2003 WIX WENGER & WEIDNER ATTN: DENISE B WILLIAMSON POST OFFICE BOX 845 HARRISBURG PA 17108-0845 Dear Ms. Williamson: We are responding to your request for information about Donald C. Steele's account with Fidelity. The table below list the account holdings and values as of 03/21/2003. Fidelity account 2BN-607029: DONALD C STEELE-TRADITIONAL IRA Security Description CUSIP Quantity Unit Value Market Value Fidelity High Income 316146406 3074.774 $7.91 $24,321.46 Total Value $24,321.46 The table below shows the accrued unpaid dividends from 3/1/2003 through 3/21/2003 Security Description Fidelity High Income Dividends $101.20 We hope this information is helpful. For questions concerning account holdings or instructions on how to transfer the ownership of the accounts, please call our Inheritor Services Group at 800-544-0003 between 9:00 A.M. and 7:00 P.M. Eastern time Monday through Friday or visit our website at www.fidelity.com. Sincerely, Fidelity Investments Our file: W005281-17APR03 3,-,~-erege 5er,.,ces Fr~'~ided by Fidelity Brokerage Services LLC, Member :'iv~E custody, and setdemenr serwces by National Financial Se~ices LLC, Member ~ccouPt ReRegistratio~ Servicas, Re. Box 650276, Dallas, Texas 75265-g276 Commerce Bank. October 17, 2003 Wix, Wenger & Weidner Attorneys At Law 508 N 2nd St P O Box 845 Harrisburg, PA 17108-0845 RE: Estate of: Donald C Steele Social Security #: 185-14-8033 Date of Death: March 21, 2003 Dear Sir/Madam: In reference to the letter regarding the above mentioned Estate, we would like to inform you of the information that we have researched and found. Type: Checking Account #: 536171226 Date Opened: 8/14/02 Date Changed: 5/1/03 Donald removed from account Primary Owner: Harriet S Steele Secondary Owner: Donald C Steele Date of Death Balance: $9,111.55 Accrued Interest: $3.10 If there are any questions or additional information that is needed, please feel free to contact me at (717) 795-7118 ext. 3151. Sincerely, Wanda J. Morris CIF Team Leader Commerce Bank / Harrisburg, N.A. P.O. Box 8599 100 Senate Avenue Camp Hill, Pennsylvania 17001-8599 CORDIER ES Appraisal Report Estate of Mr. Donald Steele D C Steele Estate Art 2805 Fairview Road Camp Hill, Pennsylvania 17011 Prepared for:. Ms. Harriet Steele Prepared by: David J. Cordier Erica S. W'meske Cordier Antiques & Fine Art 2201 Market Street Camp Hill. Pennsyl~a 17011 Phone: (717) 731-1740 Fax.' (717) 731-9830 Member:. Certified Appraisers Guild of America Table of Contents Title Page Table of Contents Summary Analysis Conditions of Appraisal Certification Purpose of Report Method of Valuation Definition of Value Basis of Appraisal Description Appraiser Qualifications Value Listings Photographs 1 2 3 4 5 5 6 6 6 6 6 7 Appendix A Appendix B Page: 2 of 17 Summary On April 28, 2003, at the request of Ms. Hariet Steele, I personally inspected the assets olD C Steele Estate Art, 2805 Fairview Road, Camp Hill, l~ennsylYa~ia Value Fair Market Value The Fair Market Value for the property in total is: $t8,380.00 This is not the appraisal report. The appraisal report must be read in its entirety. Page: 3 of 17 Analysis Condition All artwork viewed in this appraisal was in good condition when inspected by the Appraiser. Artwork was not viewed out of the frames. Demand There is a limited resale market for artwOrk of local interest. Prices are based on information supplied by the client and in the best judgment of the Appraiser. Artist Biographies of the artists represented are located in Appendix A of this report where applicable. Page: 4 of 17 Conditions of Appraisal The value stated in this Appraisal Report is based on the best judgment of the appraiser given the facts and condition available at the date of valuation. The use of this report is limited to the purpose of determining the value of personal property for Estate Tax purposes. Any additional research of testimony required by the client or the court will be billed at the current rates. Disclosure of the contents of the report is governed by the Standards and Practices of the Certified Appraisers Guild of America. Certification of Report Neither David J. Cordier, Erica S. Wineske, Cordier Antiques & Fine Art nor any of its employees have any present or future interest in the subject property. No prohibited fee was assessed for this report. David J. Cordier and Erica S. Wineske of Cordier Antiques & Fine Art have successfully completed the personal property appraiser certification program with the Certified Appraisers Guild of America and are members in good standing. This report was prepared in accordance with the Uniform Standards of Professional Appraisal Practice and with the Standards and Practices of the Certified Appraisers Guild of America which has review authority of this report. Erica S. Wineske has personally examined the subject property. The statements of fact contained in this report are true and correct to the best knowledge and belief of the appraisers. B~ E/a/v~d~ J.t-~orc~er, ~'.A.G~.A. Cordier Antiques & Fine Art Erica S. Wineske, C.A.G.A. Cordier Antiques & Fine Art Page: 5 of 17 Purpose of the Report The purpose of this report is to determine the value for Estate Tax purposes for Ms. Hariet Steele. Method of Valuation The method of valuation used for this appraisal is the Fair Market Value. Definition of Value Fair Market Value Under the United States Treasury regulation 1.170-1c Fair Market value is defined as: The price at which the property would change hands between a willing buyer and a willing seller, neither being under compulsion to buy or compulsion to sell and both having reasonable knowledge. Basis of Appraisal Valuation Date The date of valuation for determining the value estimation is April 28, 2003. Date A~raisal Conducted This appraisal was conducted on April 28, 2003. Limitations of Property There were no limitations on use or disposition of this property. Description An itemized list with descriptions is in Appendix A. Page: 6 of 17 Cordier Antiques & Fine Art Cordier Antiques & Fine Art was established in 1984. The company specializes in appraisals of antiques, fine art and personal property, estate liquidations and the purchase and sale of f'me antiques and art. Cordier Antiques & Fine Art maintains membership in the Certified Appraisers Guild of America, The Antiques and Collectibles Dealers Association, Inc., The Dauphin County Historical Society, The Cumberland County Historical Society, The Friends of Pennsylvania State Museum, The Antique Dealers Association of Pennsylvania, The Capital Region Antiques Dealers Association and the National Association of Watch and Clock Collectors. Cordier Antiques & Fine Art has conducted appraisal clinics for such organizations as The Harrisburg Area Community College's Older American Days, The Questers, Rohrer Bus Antiquing Road Show Tour, Millersburg Historical Society, Friends of Fort Hunter, West Shore Country Club and The Friends of the Pennsylvania State Museum. Cordier Antiques & Fine Art is an underwriter of The Antiques Road Show on WITF, public television. David J. Cordier, C.A.G~A David J. Cordier is co-owner of Cordier Antiques & Fine Art located in Camp Hill, PA. Mr. Cordier has been an antiques and jewelry dealer since 1980 and an appraiser since 1990. David Cordier of Cordier Antiques & Fine Art has successfully completed the personal property appraiser certification program with the Certified Appraisers Guild of America. Mr. Cordier is a graduate of Winterthur Museum's Winter Institute, a graduate level program in American Decorative Arts. David Cordier has attended classes in appraisal studies in the fine and decorative arts at George Washington University, Washington D.C. and the appraisal studies program at New York University, New York. Mr. Cordier studied the arts and decorative arts in Pennsylvania at Penn State University and holds a Master's degree in Business Administration from Penn State Capital Campus. Mr. Cordier writes a bi-weekly feature column, "Eye on Antiques", for Harrisburg's Daily paper, The Patriot News, which focuses on antiques and related events in central Pennsylvania. Erica Shea Wineske~ C.A.G.A. Erica Wineske joined Cordier Antiques and Fine Art in February of 20021 Ms. Wineske holds a Bachelor's degree in Arts Management from Lebanon Valley College where she studied art history and business management. Ms. Wineske has successfully completed the personal property certification program with the Certified Appraisers Guild of America and is CUl-renfly taking graduate classes in Appraisal Studies at New York University. In November of 2003, Ms. Wineske completed the Uniform Standards of Professional Appraisal Practice (USPAP) course in conjunction with the Appraisers Association of America. Erica Wineske is a graduate of the Harrisburg Area Community College Auctioneer's Program and is a licensed Pennsylvania Auctioneer and member of the Pennsylvania Auctioneer's Association. She is also an active member of the American Business Women's Association and the Hamsburg Young Professionals. Ms. Wineske has worked as a tour guide and exhibit worker at the Suzanne H. Arnold Gallery at Lebanon Valley College and has worked at Fortna's Auction Company and Gallery in Annville, PA, The Classic Edge Auction Company of Manheim, PA and Boltz and Snider Auction Company in Lancaster, PA. Page: 7 of 17 Fair Market Value Richard (Dick) EHiott 1. Appendix A $200.00 Painting, Oil on Canvas. Abstract. Image: 38" x 26-1/2". Signed lower fight "D Elliott 78". Framed in thin wood frame painted silver, c. 1978. 2. $150.00 3. $75.OO 4. $125.00 5. $185.00 Notes: Purchased fi'om the artist in 1980. Mixed Media on Board, Image: 18-1/4" x 19", Overall: 23-1/4".x 22-1/4". Signed "E" in lower right comer. Framed in thin gold metal frame, c. 1980. Notes: Purchased from the artist in 1980. Mixed Media on Paper, Image: 18-3/4" x 23-3/4". Marbleized abstract pattern on black, gray and yellow on white paper. Mixed Media on Cast Plaster, Image: 22-3/4" x 14-1/2". Signed in lower right "D. Elliott". c. 1980. Oil on canvas, Abstract, Set of Three Image: 12" x 9". Each signed lower right "E 69". Contemporary mats and frames, c. 1969. Jean Kritzer 6. $45.00 Portrait, Pastel on Paper. "Donald Steele". Image: 16-1/4" x 11". Signed lower right "Jean Kritzer". Matted and framed'in comemporary wood frame with blue wash. c. 1970. Notes: Local Pennsylvania artist. Edith Sokolow 7. $125.00 Painting, Oil on Canvas. "Abstract Landscape". Image: 23-1/2" x 29-1/2". Signed lower right "E U Sokolow" (Edith Sokolow). Framed in thin metal frame with blue line accent, c. 1978. Notes: Purchased at WlTF Art Auction in 1978. Local Pennsylvania artist. Page: 8 of 17 Paul Maxwell 9. 10. Ursula Curtis 11. $85.00 Oil on Canvas, "Dock". Image: 16-1/4" x 20". Signed lower fight "Edith Socolow 64". Framed in thin silver wood frame, c. 1964. Notes: Purchased at WITF Art Auction in 1970. Local Pennsylvania artist. $150.00 Embossed/Raised Print. Paper: 21-3/4" x 29", Overall: 28-1/4" x 36". White ground with raised gray abstract design overall. Signed in pencil in lower left "65/75" and lower right "Maxwell". Paul Maxwell (American, b. 1926) $85.00 Raised Screen Print, Acrylic on Paper, "Composkion 704". Image: 11" x 11". Signed in pencil in lower right "Maxwell" and in lower left "70/220". Notes: Purchased from Parkwest Gallery. $700.00 Watercolor on Paper, "Mexican Potpourri". Image: 28" x 21", Overall: 35" x 28". Signed lower left "Ursala Curtis". Matted and framed in contemporary thin gold metal frame, c. 1997. Notes: Purchased from Harrisburg Art Association in September 1997. Reuter 12. H. Polermo 13. $775.00 Serigraph, "Upstream". Image: 33-1/2" x 24", Overall: 46-1/4" x 36-1/2". Signed in pencil in lower left "184/350" and lower right "Reuter". Contemporary matting and 2" wide bracket frame, c. 1991. Notes: Purchased from La Petite Gallery, Harrisburg, Pennsylvania in January 1991. $75.00 Lithograph, Abstract. 21" x 28". Signed in pencil lower right "Polermo" and numbered lower left "40/770". German. c. 1969. Notes: Received as a gift in 1969. Bruce Johnson Page: 9 of 17 14. $165.00 Watercolor on Paper, "Dock Scene". Image: 12-1/4" x 21-1/4". Signed lower right "B. Johnson 75". Bruce Johnson. Matted and framed in thin blue painted wood frame, c. 1975. Bruce Johnson (Pennsylvania) Johnson is a graduate of the Philadelphia College of Art where he studied under Walter Baum, Will Barnet and Edna Andrade. Johnson has worked for WITF-TV, Armstrong World as a commercial graphic artist and owned and operated Gallery 444 and Chimneys Gallery in Hershey, Pennsylvania. His work is featured in the corporate collections of Pennsylvania State University, Hershey Foods Corporation and Children's Miracle Network to name a few. Nick T. Ruggieri 15. $175.00 Keith Lindberg 16. $825.00 Oil on Canvas, "Abstract Dock Scene"· Image: 15-1/2" x 29-1/2" Signed lower right "Ruggiere". Framed in contemporary wood frame with linen liner, c. 1971. Nick T. Ruggieri Ruggieri received his formal art training at the Art Student's League in New York City and furthered his study of the Masters at the Academy in Florence, Italy. He worked as the Art Director of The Patriot News and was on the Board of Trustees of The Harrisburg Art Association. Oil on Canvas, "Favorite Things". Image: 11" x 11 ". Signed lower left "Lindberg". Framed in contemporary silver wood frame with linen liner. c. 1994. ($800) Notes: Purchasexi at El Prado Galleries, Sedona, Arizona. Includes Bill of Sale and Certificate of Title. Keith Lindberg (b. 1938) Lindberg studied at the Kansas City An Institute and became an Abstract Expressionist. He also studied at the Chicago Art Institute. Later in life, Lindberg moved to California and made his living as a professional artist. Lindberg's work is in many corporate and private collections, including Former First Lady Betty Ford, Tom SeHeck, Leonard Firestone, Martha's Vineyard, and Sherwin-Williams. Page: 10 of 17 Barker 17. $45.00 Watercolor on Paper, "Academy of Music with Mercedes Coupe, Philadelphia". Image: 14-1/2" x 21-1/2". Signed in ink in lower fight "Barker 90 Academy of Music". Notes: Philadelphia street artist, received as a girl. James Myford 18. $425.00 Aluminum Sculpture, "Couple". 14-1/2" high. Mounted on cast metal base. Sculpture signed "Myford 78". c. 1978. Notes: Purchased at Penn State Art Fair. James Myford (b. 1940) Myf'ord holds a Master of Art Education and Master of Arts in Sculpture fi.om Indiana University of Pennsylvania. His sculpture is found in corporate, museum, university and private collections throughout the United States. Myford's cast and fabricated aluminum sculptures, though often outwardly abstract, are closely linked to nature and reality. Miro 19. $35.00 Print, Abstract. Image: 10-1/2" x 21-1/4". Signed in print in lower right "Miro". Framed in contemporary black wood frame. Open edition. c. 1981. Notes: Purchased at Bucknell University in 1981. Yrjo Edelmann 20. $6,500.00 Oil on Canvas, "20 Easy Pieces". Image: 47" x 55". in pencil "Y. Edelmann 83". Unframed. c. 1983. Signed lower right Notes: Lillian Heidenberg Gallery, New York, New York. Yrjo Edelmann (Swedish, b. 1941) Edelmann was born in Helsinki, Finland and studied at the Institute of Industrial Arts. As a painter, he is self-taught. His one-man shows have been held in Sweden, Germany and the United States and his works are in the collections of the Malmo Art Museum (Sweden), Kalmar Art Museum (Sweden) and the Museum of Contemporary Art (Holland) as well as many private collections. Page: 11 of 17 Monique Mercier 21. $950.00 Acrylic on Canvas, "Un Momem dans la Ville". Image: 39-1/2" x 30". Signed lower right "Mercier 81'. Framed in contemporary wood frame with linen liner, c. 1981. Notes: Galefie Martal LTEE Ouest, Rue Sherbrooke, Montreal, QUEH3G, Canada. Monique Mercier a Nicolet (b. 1934) Mercier was born in Quebec, Canada and attended the Institution des Soeurs de l'Assomption, University Laval and the Beaux-Arts de Quebec. Mercier's work is on public display at the Ecole des Beaux-Arts de Quebec, Musee du Quebec and Instimt des Arts au Saguenay. Wait Huber 22. $500.00 Oil on Canvas, "Street Scene". Image: 29-3/4" x 23-1/2". Signed lower right "Walt Huber". Framed in 4-1/2" wide bracket frame. 20th century. Notes: Purchased at Ruggiere-Hanuner Gallery in Harrisburg, Pennsylvania in 1982. Walt Huber (Harrisburg, Pennsylvania, b. 1886) Huber was born in Chambersburg, Pennsylvania and studied at Drexel Institute and the Pennsylvania Academy of Fine Arts in Philadelphia. He worked as an illustrator for a number of newspapers, including The Philadelphia Inquirer, The Philadelphia Press, The Washington Times, and The Harrisburg Patriot News. He resided in Harrisburg, Pennsylvania where he was the Art Director of the J. Horace McFarland Company. ~ Fabric Wall Hanging 23. $50.00 Hand Dyed Fabric Wall Hanging, 43-1/2" x 16". Image of bird with foliage. Signed "H Heulia Chile". Gale Waddeil 24. $150.00 Watercolor on Paper, "New Mexico Landscape". Image: 10" x 14" Signed lower right "Gale Waddell". Matted and flamed in contemporary thin silver metal frame, c. 1993. Notes: Purchased at Artist Cooperative, Albuquerque, New Mexico. Page: 12 of 17 ltzchak Tarkay 25. $900.00 Print, "Gossip". Image: 26-1/2" x 26-1/2". fight "Tarkay" and in lower lef~ "209/300". Signed in pencil in lower Notes: Purchased at La Petite Gallery in Harrisburg, Pennsylvania. Itzchak Tarkay (b. 1935) At the age of nine, Tarkay and his family were sent to Mathausen Concentration Camp until fi'eed a year later. In 1949, his family emigrated to Israel where Tarkay studied at the Bezalel Art Academy. Tarkay has achieved recognition as a leading representative of a new generation of figurative artists. This inspiration for his work lies with French Impressionism with influences of Matisse and Toulouse-Lautrec. Tarkay received recognition at the Art Expo in New York in 1986 and 1987 for works in several forms of media, including oil, acrylic and watercolor. Jerry Fox 26. $75.00 Metal Sculpture, "Tree". 10" high. Mounted on square wooden base with brass plate engraved "Jerry Fox". c. 1969. Notes: Purchased bom America House, New York City, New York. Arp 27. $25.00 Mounted Poster, Abstract. Image: 40" x 11-3/4". White ground with bold black abstract pattern. Comemporary. Pittsburgh Weaving 28. $50.00 Weaving, "Pittsburgh". frame. 20th century. Image: 19" x 10-3/4". Framed in 3-1/2" wide Page: 13 of 17 John Waller 29. $2,200.00 Acrylic, Gouache and Oil Pastel on Paper, "Interior with Two Figures". Image: 29" x 39-1/2". Signed lower right "Waller". Framed in contemporary gold wood frame, c. 1993. Notes: Lyttleton Gallery, Melbourne, Australia. John Waller (Australia, b. 1951) Waller studied at the Royal Melbourne Institute of Technology. He worked as head of faculty of Visual and Performing Arts at Whitefriars College. His paintings are recognized as colorthl, confident interpretations of the landscape, figures and interiors. Lackhove 30. 31. 32. $65.00 Watercolor on Paper, "Sailboats in Harbor". Image: 18-1/2" x 14-3/4". Signed lower right "Lackhove". Matted and framed in contemporary thin wood bracket frame. Notes: Local Pennsylvania artist. $75.00 Watercolor on Paper, "Farm Scene". Image: 10-1/4" x 17-3/4". Signed in pencil in lower right "Lackhove". Matted and framed in comemporary thin silvered wood frame, c. 1978. $65.00 Watercolor on Paper, "Waterfrom Scene". Image: 10-1/4" x 14-1/4". Signed in lower right "Lackhove". Matted and framed in comemporary wood frame, c. 1978. Enamel on Wood 33. $40.00 Enamel on Wood, "Bowl of Fruit". Image: 5-3/4" x 14". right "Jr". Framed in wood frame. Artist unidentified. Signed lower Ginger Wright 34. $45.00 Watercolor on Paper, "Montmarte". Image: 10" x 8". Titled lower left and signed lower right "Ginger 81 ". Matted and framed in contemporary thin silver metal frame, c. 1981. Notes: Artist of local interest. Page: 14 of 17 Vasarely 35. Lucy Jones 36. $325.00 Silkscreen, Abstract. Image: 24-1/2" x 23-1/4". Signed in pencil lower right "Vasarely". Matted and flamed in thin silver metal frame. Notes: Purchased at Brentano's, New York. $125.00 Wood Block Print, "Chittera Street London". Image: 12" x 18". Signed in pencil in lower left "6/30" and in lower right "Lucy Jones". c. 1991. Notes: Angela Flowers Gallery, London. Lucy Jones (London, b. 1955) Jones attended the Byam Shaw School of Drawing and Painting and later the Camberwell School of Art and the Royal College of Art. She later held several one-person exhibitions throughout London and participated in several group exhibitions. Jones has been awarded prizes for painting and her works are included in several public collections throughout England, Germany and the United States. Ethel 37. $85.00 Watercolor on Paper, "Rural Farm Scene". Image: 6-1/2" x 9". Signed lower right "Ethel". Matted and framed in contemporary frame. Notes: Artist unidentified, Local Pennsylvania artist. Matisse 38. $225.00 Linocut Prints, Image: 12-1/2" x 9-3/4". Signed in pencil lower left "XIV/XXV". Contemporary matting and frame, c. 1996. Notes: Contemporary Matisse Linocut prints. Framed at Tangerine Galleries, Harrisburg, Pennsylvania. Page: 15 of 17 John Hoyland 39. $275.00 Print, "Kinor". Image: 10-3/4" x 9-3/4". Signed in pencil in lower right "John Hoyland 86" and numbered lower left "35/40". c. 1986. Notes: Purchased from Waddington Graphics, Cork Street, London. John Hoyland (Sheffield, England, b. 1934) Hoyland attended the Sheffield College of Art, Royal Academy Schools and later Central School of Art. He has had one-man exhibitions in London, Munich, Los Angeles, New York, Milan, Boston and Montreal. His work is featured in the public collections of Albright-Knox Art Gallery (Buffalo), Arts Council of Great Britain (London), Royal Academy (London) and The Art Gallery of South Australia. Mimi Conrey 40. $85.00 Oil on Canvas, "Rural Wimer Scene". Image: 15" x 24". Signed lower left "lWtmi Conrey". Framed in thin wood and gold metal frame. Notes: Artist of local interest. Russell G. Secrist 41. $250.00 Metal Sculpture, "Stabile, Two Figures in Balance". c. 1967. Notes: Purchased at America House, New York City, New York. Gianni Frassati 42. $675.OO Oil on Canvas, "Vision Esteique du Temps No 18" Image: 28-1/2" x 23". Signed lower right "Gianni Frassati". Framed in comemporary wood frame with linen liner, c. 1964. Notes: Purchased at Beilen Gallery, 655 Madison Avenue, New York in 1964. Gianni Frassati (Italian, b. 1924) Compositions, figures and objects. Boggs 43. $150.00 Oil on Canvas, "Masquerade". Image: 24" x 48". Signed lower left "Boggs". Framed in thin wood frame, c. 1991. Notes: Artist unidentified. Page: 16 of 17 Framed French Maps 44. $50.00 Pair of Maps, Overall: 16" x 37". Maps of Burgundy Region, France. Framed in blue painted wood frames. Contemporary. $18.380.0~) Total Page: 17 of 17 Appendix B #2 #5 #9 #12 #13 =!4 #15 ~20 #21 -~25 #28 #31 #36 #39 #34 #38 ~43 #44 Kelley Blue Book Used Car Values Page I oI 2 The Trusted Resource New Car Pri~ng Build a Car QualiW Ratings Owne~hip Cost My Car's Value U~d Ca~ Retail Free P~e Quote Buy a Used Car Sell Your Car Motorcycles Financing Insurance Lemon Check Warran~es Car Reviews Car Previews Decision Guides Advice Email Updates About kbb Home Pennsylvania · April 9, 2003 1998 Mercedes-Benz E-Class E320 Sedan 4D Engine: V6 3.2 Liter Trans: Automatic Drive: Rear Wheel Drive Mileage: 67,000 Equipment Slip Control Air Conditioning Power Steering Power Windows Power Door Locks Buy a Used Car Locate this Mercedes-Benz Free Lemon Check Auto Loans from 3.99% APR Insurance Quote Warranty Quote Payment Calculator Review of This Car Find this car on eBay Motors Telescoping Wheel Cruise Control AM/FM Stereo Cassette Dual Front Air Bags ABS (4-Wheel) Leather Dual Power Seats Moon Roof Alloy Wheels Retail Value $24,200 The Kelley Blue Book Suggested Retail Value represents the amount an auto dealer might ask for a specific vehicle. The Suggested Retail Value is a starting point for negotiation therefore the actual sale price will vary. Popularity, condition, warranty, color and local market conditions will be factors involved in determining a final price. This retail value is not a trade-in or private party value. This Suggested Retail Value assumes that the vehicle has been fully reconditioned and has a clean title history. The Suggested Retail Value also allows for advertising, sale commissions, insurance and other costs of doing business as a dealer. Most vehicles being offered at this price have passed an inspection and some may carry a warranty. Get a Private Party Value Subscribe to Blue Book i~t~r;t~t W~J~ch Get Invoice & MSRP on New Cars Get Financing Before You Shop CONOlIiONS AND CLCK FC, F~ DE &IL~< Copyright © 2003 by Kelley Blue Book Co., All Rights Reserved. HarApr 2003 Edition. The specific information required to determine the value for this particular vehicle was supplied by the person generating this report. Vehicle valuations are opinions and may vary from vehicle to vehicle. Actual valuations will vary based upon market conditions, specifications, vehicle condition or other particular circumstances pertinent to this particular vehicle or the transaction or the parties to the transaction. This report is intended for the individual use of the person generating this report only and shall not be Coordinated ~Cervices of q/'aldosta LLC May 23, 2003 Wix, Wenger & Weidner Attn: Donald C. Steele 508 North Second Street P.O. Box 845 Harrisburg, PA 17108-0845 RE: Winthrop Residential Associates I Limited Partnership Dear Ms. Williamson: This letter responds to your request for a valuation of the 1 O-unit investment in Winthrop Residential Associates I Limited Partnership in the name of Donald C. Steele. The most accurate method of valuing this investment would be the determination of price by an active secondary market or analysis by independent appraisal. Since neither exists for this partnership, we have estimated a value for this investment. In estimating the value, we have not performed many of the steps ordinarily performed by an appraiser, including investigating recent property sales and examining comparable properties. Instead, we have based our estimate on our knowledge of general market conditions and current property operations for year ending December 31, 2002. Subject to the foregoing, we estimate the value of a 1 O-unit investment in Winthrop Residential Associates I Limited Partnership to be approximately $170 (or $17 per investment unit) as of March 21, 2003. One may, however, realize more or less than this amount from ownership of the investment. I am enclosing a copy of the partnership's annual audited financial statements for 2001 and 2000, and the third quarter 2002 report. The 2002 annual report is expected to be mailed to the partners in the next couple weeks, and will be available at that time. The 2003 audited annual report will not be available until after the close of the year and preparation time. Winthrop Residential Associates I Limited Partnership does not own real estate. But rather, the partnership owns limited partner interest in three operating partnerships that own apartment property. The Schedule C-2 that you provided will not be completed, as it is unclear if it applies to Mr. Steele's interest. In lieu, I am enclosing a copy of the decedent's 2002 Schedule K-1 and an Investor Confirmation that provides information regarding his initial investment (date and 2409 Bemiss Road / Post Office Box 2285 / Valdosta, Georgia 31604-2285 / (229) 242-7759 / FAX (229) 247-1899 e-mail: csv@datasys.net capital). Furthermore, the partnership is still in existence. The partnership's Tax ID number is 04-2720493. If I can be of further assistance, do not hesitate to contact me. Sincerely, Theresa Crumley Investor Service Departmem enclosure Donald C. Steele 2805 Fairview Rd, Camp Hill, PA 17011 INVESTOR CONFIRMATION FUND: WINTHROP RESIDENTIAL ASSOCIATES I INVESTOR REGISTPJNTION Donald C. Steele 2805 Fairview Rd. Camp Hill, PA 17011 ACCOUNT EXECUTIVE House Account Winthrop Securities Co., Inc. HAND DELIVER Cambridge, MA 02142 DISTRIBUTION PAYEE Donald C. Steele 2805 Fairview Rd. Camp Hill, PA 17011 DUPLICATE MAIL RECIPIENT # OF UNITS: 10.0000 INITIAL INVESTMENT: $10,000.00 ADMIT DATE: 07/22/1981 OWNERSHIP TYPE: Individual INVESTOR #: 53195 SUBSCRIPTION #: W10-00640 STATUS: ACTIVE IF THIS FORM CONTAINS INCORRECT INFORMATION, PLEASE INDICATE THE CHANGES AND RETURN VIA MAIL OR FAX TO (415)485-4553. IF THE CF~qNGE AFFECTS THE DISTRIBUTION PAYEE, IT MUST BE SUBMITTED IN WRITING WITH ALL TITLEHOLDERS SIGNATURES BELOW. IF YOU HAVE ANY QUESTIONS REGARDING YOUR INVESTMENT, PLEASE CONTACT OUR INVESTOR SERVICES DEPARTMENT AT (229) 242-7759. CSV SCHEDULE K-1 (Form 1065) Department of the Treasun/ In,err/al Revellue Seivlce Partner's _,rare of Income, Credits, Deductions, etc. See separate instructions For calendar year 2002 or tax year beginning 2002 and ending, ,20 OMB No. 1545-0099 2002 Partner's identifying number 185-14-8033 Partnership's Identifying number 04-2720493 Partner's name. add~ess, and ZIP code Donald C. Steele 2805 Fairview Rd. Camp Hill, PA 17011 53195 Units Owned: 10.0000 Partnership's name, address, and ZIP code WINTHROP RESIDENTIAL ASSOCIATES I C/O PHOENIX AMERICAN, 2401 KERNER BLVD SAN RAFAEL, CA 94901 A This padner is a ~ general partner X limited partner F Partner's share of liabilities (See instructions) ~ limited liability company member B What type of entity is this partner? Individual C Is this partner a X domestic or a D Enter partner's percentage of: (I) Before change or terminatmn Profit shadng 0.0352 % Loss Shadng 0.0352 % Ownership of capital 0.0384 % E IRS Center where partnership filed return: OGDEN UT Wl0 foreign partner? (ii) End of year 0.0371 % 0.0371 % 0.0384 % Nonrecourse $ 0 Qualified nonrecourse financing $ 3,187 Other $ 0 Tax shelter registration number = Check here if this partnership is for a publicly traded partnership as defined in section 469(k) (2) Check applicable boxes: _ Final K-1 Amended K-1 .J.. Analysis of partner's capital account: (a) Capital account at beginning of (b) Capital contributed during year (c) Partner's share of lines 3,4, (d) Withdrawals and distributions (e) Capital account at end of year year and 7, Form 1065, Schedule M- (Combine columns (a) through 2 (1,913) 0 (91) 0 (2,004) C. 1040 filers enter the amount in a. Distributive share item b. Amount column b on: 1 Ordinary income (loss) from trade or business activities 1 0 See Partner's 2 Net income (loss) from rental real estate activities 2 (150) instructions for 3 Net income (loss) from other rental activities 3 0 Schedule K-1 (Form 1065) 4 Portfolio income (loss): a Interest 4a 6 Sch B, Part I, Line 1 bOrdinary dividends 4b 0 Sch B, Part II, Line 5 e Net long-term capital gain (loss) (1) Net long-term capital gain (loss) e(ll 0 Sch D, line 12, col. (f) (2) 28% rate gain (loss) e(2) 0 Sch D, line 12, col. (g) 5 Guaranteed payments to partner 5 0 See Partner's Instructions 6 Net sec. 1231 gain (loss) (other than due to casualty or theft) 6 201 for Schedule K-1 7 Other Income (loss) (attach schedule) 7 (148) Enter on applicable line on your return 8 Charitable contributions (see instructions) (attach schedule) 8 0 Schedule A, line 15 or 16 11 Other deductions (attach schedule) 11 0 See Partner's Instructions. 14a Interest expense on investment debts 14a 0 Form 4952, line 1. b (1) Investment Income included on lines 4a, 4b, 4c, and 4f above b(1) 6 See Partner's 16a Depreciation adjustment on property placed in service after 1986 16a 9 Schedule K-1 b Adjusted gain or loss 16b (65) (Form 1065) and e Other adjustments and tax preference items (attach schedule) 16e (23) Form 6251. 21 Nondeductible expenses 21 0 See Partner's Instructions. 22 Distributions of money (cash and marketable securities) 22 0 See Partner's Instructions. Ipl: Information Unrelated Business Income 0 I See Partner's Unrelated Business Taxable Income 0 I Instructions for Interest from U.S. Obligations 0 Schedule K-1 Other State Information Passive Portfolio 1231 Other State Taxes Apportionment Income Income Gain/(Loss) Income Withheld % (64} 42.85 (72) 47.75 (17) 201 9 10.99 Alabama Michigan North Carolina South Carolina Texas CSV WINTHROP RESIDENTIAL ASSOCIATES I LIMITED PARTNERSHIP Audited Financial Statements Annual Partnership Report December 31, 2000 To the Limited Partners of WINTHROP RESIDENTIAL ASSOCIATES I LIMITED PARTNERSHIP: Enclosed is a copy of the Partnership's 2000 audited financial statements. Included as part of this Report is Item 6 excerpted from the Partnership's 2000 Form 10-KSB, as filed with the Securities and Exchange Commission. This excerpt is entitled "Management's Discussion and Analysis or Plan of Operation" and provides a detailed analysis of the information presented in the financial statements included as part of this Report. Questions concerning services for your investment, including those related to transfers and address changes should be directed to ReSource/Phoenix, the Parmership's investor service representative at (415) 256-8561. Should you have questions regarding property performance or information included in this letter, please contact the Investor Service Department of Coordinated Services of Valdosta, LLC at (912) 242-7759. Excerpt from 2000 Form 10-KSB filed with the Securities and Exchange Commission. Item 6. Management's Discussion and Analysis or Plan of Operation The matters discussed in this Form 10-KSB contain certain forward-looking statements and involve risks and uncertainties (including changing market conditions, competitive and regulatory matters, etc.) detailed in the disclosure contained in this Form 10-KSB and the other filings with the Securities and Exchange Commission made by the Partnership from time to time. The discussion of the Partnership's liquidity, capital resources and results of operations, including forward-looking statements pertaining to such matters, does not take into account the effects of any changes to' the Partnership's operations. Accordingly, actual results could differ materially from those projected in the forward-looking statements as a result of a number of factors, including those identified herein. This Item should be read in conjunction with the financial statements and other items contained elsewhere in the report. Liquidity and Capital Resources As of December 31, 2000, the Partnership retained an equity interest in five Local Limited Partnerships, each of which owns one apartment complex. The properties are located throughout the United States. The level of liquidity based on cash and cash equivalents experienced a $23,000 decrease for the year ended December 31, 2000, as compared to December 31, 1999. The Partnership's distribution received from a Local Limited Partnership of $68,000 (investing activities) was more than offset by $91,000 of net cash used in operating activities. At December 31, 2000, the Partnership had $423,000 in cash and cash equivalents, which had been invested primarily in repurchase agreements and a money market account. The Parmership's primary source of income is distributions from the Local Limited Partnerships. The Parmership requires cash to pay management fees, general and administrative expenses and to make capital contributions to any of the Local Limited Partnerships which the Managing General Partner deems to be in the Partnership's best interest to preserve its ownership interest. To date, all cash requirements have been satisfied by interest income, cash distributed by the Local Limited Partnerships to the Partnership or by loans. The loan payable to an affiliate of the Managing General Partner which bears interest at prime plus 1% is repayable fi'om cash flows generated by the Local Limited Partnerships and the proceeds of any sales of real estate owned by the Local Limited Partnerships. The outstanding principal balance and accrued interest on the loan was approximately $384,000 and $354,000 at December 31, 2000 and 1999, respectively. The Partnership did not make cash distributions to its parmers during 2000 or 1999. The Partnership does not intend to make advances to fund future operating deficits incurred by any Local Limited Partnership, but retains its prerogative to exercise business judgment to reverse this position if circumstances change. Moreover, the Partnership is not obligated to provide any additional funds to the Local Limited Partnerships to fund operating deficits. If a Local Limited Partnership sustains continuing operating deficits and has no other sources of funding, it is likely that it will eventually default on its mortgage obligations and risk a foreclosure on/ts property by the lender. If a foreclosure were to occur, the Local Limited Partnership would lose/ts investment in the property and would incur a tax liability due to the recapture of tax benefits taken in prior years. The Partnership, as an owner of the Local Limited Partnership, would share these consequences in proportion to its Ownership interest in the Local Limited Partnership. The Cedar Lake Ltd. Local Limited Partnership has incurred significant operating losses and cash flow deficits, and is currently in default on its mortgage. The Department of Housing and Urban Development has initiated foreclosure procedures. Therefore, it is anticipated that this .property will be lost through foreclosure. For financial reporting purposes, the Partnership's investment in this Local Limited Partnership had previously been written down to zero. For tax reporting purposes, the Partnership would incur a tax liability due to the recapture of tax benefits taken in prior years in proportion to/ts Ownership interest in the Local Limited Partnership. The Partnership,s net loss decreased by $66,000 for the year ended December 31, 2000, as Compared to 1999, due to an increase in revenues of $67,000 which was partially offset by an increase in expenses of $1,000. Income increased Primarily due to a decrease of $68,000 in equity in loss from the Local Partnership owning Copperfield Apartments. During the years ended December 31, 2000 and 1999 the Partnership received $68,000 and $73,000, respectively fi.om the Local Limited Partnership which owns the Lynwood Park Apartments property. The Financial Accountin St Derivative Ins g. andards Board issu ,-ax~cuve Date of SFAS No. trurnents and Hed~qno a~,:..:,. _ ed SFAS No. 137 "~- .. - 1337 .The Statement deferred for one year the effective date of SFAS No. 133, "Accounting for o e, ~,,uvmes - Deferral of the ~:cc__~. _,, Accounting t0r Denvatlve Instruments and Hedging Activities". The Statement re uires corn anie · all derivatives on the balance sheet as assets or liabilities, measure resulting fi.om ;qat fair val~'e GSa~n°sroe~o~ss~eZ~ changes in the values of those derivatives would be accounted ~or depending ii~itivece?foo the derivative and Whether they qualify for hedge account r, risc.a.1 years beginning al~er 3un,~ ,~ .... ing This c~ ...... o.n ---o ,aa on/ts fiuanciW ..... "~''' zoo0. The Partn~,-~,:- ,- ',. o,-,t~rnent is , ~ta~ements will be immaterial ,~,omp oeneves that the effect The Partnership does not have any financial instruments that would expose it to market risk associated with the risk of loss arising fi.om adverse changes in market rates and Prices except for the Partnership,s loan payable to an affiliate Which is subject to changes in the prime rate of interest. Item 7. Financial Statements WINTHROP RESIDENTIAL ASSOCIATES I~ A LIMITED PARTNERSHIP FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2000 and 1999 INDEX Independent Auditors' Report .................................................................................................................. Financial Statements: Balance Sheets as of December 31, 2000 and 1999 ................................................................................ Statements of Operations for the Years Ended December 31, 2000 and 1999 ............................................................................................................ Statements of Parmers' Capital for the Years Ended December 31, 2000 and 1999 ............................................................................................................ Statements of Cash Flows for the Years Ended December 31, 2000 and 1999 ............................................................................................................ Notes to Financial Statements .................................................................................................................. Imowitz Koenig & Co., LLi' Certified Public Accountants Independent Auditors' Report To the Partners Winthrop Residential Associates I, A Limited Partnership We have audited the accompanying balance sheets of Winthrop Residential Associates I, A Limited Parmership (a Maryland limited parmership) as of December 31, 2000 and 1999, and the related statements of operations, partners' capital and cash flows for the years then ended. These flnancia.1 statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We did not audit the financial statements of certain Local Limited Partnerships, the investments in which are reflected in the accompanying financial statements using the equity method of accounting. Those statements were audited by other auditors whose reports have been furnished to us, and in our opinion, insofar as it relates to the amounts included for those Local Limited Partnerships, is based solely on the reports of other auditors. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the 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 and the reports of other auditors provide a reasonable basis for our opinion. In our opinion, based on our audits and the reports of other auditors, the financial statements referred to above present fairly, in all material respects, the financial position of Winthrop Residential Associates I, A Limited Partnership as of December 31, 2000 and 1999, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America. New York, New York March 1, 2001 Certified Public Accountants 125 Park Avenue, New York, New York lO017 Telephone 212-867-8711 WINTHROP RESIDENTIAL ASSOCIATES Il A LIMITED PARTNERSHIP BALANCE SHEETS (In Thousands, Except Unit Data) ASSETS Cash and cash equivalents Note receivable and accrued interest Investment in Local Limited Partnership Total Assets LIABILITIES AND PARTNERS' CAPITAL Liabilities: Accrued expenses Loan payable and accrued interest - affiliate Total Liabilities Partners' Capital: Limited Partners - Units of Limited Partnership Interest, $1,000 stated value per unit; 25,676 tm/ts authorized; 25,595 units issued and outstanding General Partners' deficit Total Partners' Capital Total Liabilities and Partners' Capital DECEMBER 31, 2000 1999 423 $ 446 124 116 209 235 $ 756 $ 797 $ 10 $ 18 384 354 394 372 1,462 (1,100) 1,522 (1,097) 362 425 $ 756 $ 797 See notes to fmancial statements. WINTHROP RESIDENTIAL ASSOCIATES I~ A LIMITED PARTNERSHIP STATEMENTS OF OPERATIONS (In Thousands, Except Unit Data) YEARS ENDED DECEMBER 31, 2000 1999 Income: Income from Local Limited Parmership cash distributions Equity in loss of Local Limited Parmership Interest Other income Total Income Expenses: Interest General and administrative Management fees Total Expenses Net Loss Net Loss allocated to General Parmers Net Loss allocated to Limited Partners Net Loss per Unit of Limited Partnership Interest 68 $ 73 (26) (94) 24 24 4 - 70 3 30 26 96 99 7 7 133 132 (63) $ (129) (3) $ (6) (60) $ (123) (2.34) $ (4.81) See notes to financial statements. WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP STATEMENTS OF PARTNERS' CAPITAL YEARS ENDED DECEMBER 31, 2000 AND 1999 (In Thousands, Except Unit Data) Units of Limited General Limited Total Partnership Partners' Partners' Partners' Interest Deficit Capital Capital Balance- January 1, 1999 Net Loss Balance - December 31, 1999 Net Loss Balance - December 31, 2000 25,595 25,595 25,595 $ (1,091) $ 1,645 (6) (123) $ 554 (129) (1,097) 1,522 425 (3) (60) (63) $ (1,100) $ 1,462 $ 362 See notes to financial statements. WINTHROP RESIDENTIAL ASSOCIATES I~ A LIMITED PARTNERSHIP STATEMENTS OF CASH FLOWS (In Thousands) YEARS ENDED DECEMBER 31, CASH FLOWS FROM OPERATING ACTIVITIES: Net loss Adjustments to reconcile net loss to net cash used in operating activities: Income from Local Limited Partnership cash distributions Equity in loss of Local Limited Partnership Changes in assets and liabilities: Increase in accrued interest receivable (Decrease) increase in accrued expenses Increase in accrued interest payable Net cash used in operating activities CASH FLOWS FROM INVESTING ACTIVITIES: 2000 1999 $ (63) $ (129) (68) (73) 26 94 (8) (9) (8) 9 30 26 (91) (82) Distributions received from Local Limited Parmerships Cash provided by investing activities Net decrease in cash and cash equivalents Cash and cash equivalents, Beginning of Year Cash and cash equivalems, End of Year 68 73 68 73 (23) (9) 446 455 $ 423 $ 446 See notes to financial statements. WINTHROP RESIDENTIAL ASSOCIATES Ir A LIMITED PARTNERSHIP NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2000 AND 1999 ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization Winthrop Residential Associates I, A Limited Partnership (the "Partnership") was organized on January 30, 1981 under the Uniform Limited Partnership Act of the State of Maryland to invest in limited parmerships (the "Local Limited Partnerships") that develop, manage, operate and otherwise deal in government-assisted apartment complexes. At December 31, 2000, the Partnership has investments in five Local Limited Partnerships, each of which owns one apartment complex. The properties are located throughout the United States. The Partnership was capitalized with approximately $25,667,000 of contributions representing 25,666 investor limited partnership units. The offering closed in September 1981. The general partners and the initial limited partner (10 units) contributed $12,000. At December 31, 2000 and 1999 there were 25,595 limited parmership units issued and outstanding. Cash and Cash Equivalents The Partnership considers all highly liquid investments with an original maturity of three months or less at the time of purchase to be cash equivalents. The carrying amount of cash and cash equivalents approximates its fair value due to the short term nature of such instruments. Uses of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect 'the amounts in the financial statements and accompanying notes. Actual results could differ from those estimates. Investments in Local Limited Partnerships The Partnership accounts for its investment in each Local Limited Parmership using the equity method. Under the equity method of accounting, the investment cost is subsequently adjusted by the Partnership's share of the Local Limited Partnership's results of operations and by distributions received. Costs relating to the acquisition and selection of the investment in the Local Limited Partnerships are capitalized to the investment account and amortized over the life of the investment or until the investment balance has been written down to zero. Costs in excess of the Partnership's initial basis in the net assets of the Local Limited Partnership are amortized over the estimated useful lives of the underlying assets. Equity in the loss of Local Limited Partnerships is not recognized to the extent that the WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2000 AND 1999 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Investments in Local Limited Partnerships (continued) investment balance would become negative since the Partnership is not obligated to advance funds to the Local Limited Partnerships. Net Loss Per Limited Partnership Unit Net loss per limited parmership unit is computed by dividing net loss allocated to the limited partners by the 25,595 units outstanding. Income Taxes Taxable income or loss of the Partnership is reported in the income tax returns of its partners. Accordingly, no provision for income taxes is made in the financial statements of the Partnership. Concentration of Credit Risk Principally all of the Partnership's cash and cash equivalents consist of repurchase agreements and a money market account, with original maturity dates of three months or less. Segment Reporting The Partnership has one reportable segment, residential real estate. The Partnership evaluates performance based on net operating income, which is income before depreciation, amortization, interest and non-operating items. Recently Issued Accounting Standards The Financial Accounting Standards Board issued SFAS No. 137, "Accounting for Derivative Instruments and Hedging Activities - Deferral of the Effective Date of SFAS No. 133." The Statement deferred for one year the effective date of SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities". The Statement requires companies to recognize all derivatives on the balance sheet as assets or liabilities, measured at fair value. Gains or losses resulting from changes in the values of those derivatives would be accounted for depending on the use of the derivative and whether they qualify for hedge accounting. This Statement is effective for fiscal years beginning after June 15, 2000. The Partnership believes that the effect of SFAS 133 on its financial statements will be immaterial. WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2000 AND 1999 2. ALLOCATION OF PROFITS, LOSSES AND DISTRIBUTIONS In accordance with the partnership agreement, profits and losses not arising from a sale and cash available for distribution from operations shall be allocated 5% to the general partners and 95% to the limited partners. Gains and distributions of proceeds arising from a sale or refinancing are allocated first to the limited partners to the extent of their Adjusted Capital Contribution (as defined) and then in accordance with the partnership agreement, however, the general parmer is allocated at least 1% of the gain. Losses from a sale or refinancing are allocated 1% to the general partners and 99% to the limited partners. If there are no sale. proceeds, gains from a sale are allocated 5% to the general partners and 95% to the limited partners. 3. TRANSACTIONS WITH RELATED PARTIES One Winthrop Properties, Inc. (the "Managing General Partner") is a wholly owned subsidiary of First Winthrop Corporation, which in turn is controlled by Winthrop Financial Associates, A Limited Parmership. The Managing General Partner and certain of its affiliates have a Services Agreement with Coordinated Services of Valdosta, LLC ("Coordinated Services") pursuant to which Coordinated Services provides asset management and investor services to the Partnership and certain affiliated partnerships. As a result of this agreement, Coordinated Services has the right to direct the day to day affairs of the Partnership. Coordinated Services is not permitted, however, without the consent of the Managing General Partner, or as otherwise required under the terms of the partnership agreement to, among other things, cause the Partnership to consent to a sale of an asset or cause the Partnership to file for bankruptcy. Coordinated Services is entitled to a management fee for these services equal to 10% of the Partnership's share of cash distributions' from the Local Limited Partnerships, not to exceed one half of 1% of the sum of (a) the amount of the Partnership's aggregate total investment in all Local Limited Partnerships, plus (b) the Partnership's allocable share of all liens and mortgages secured by the projects of all Local Limited Partnerships. Coordinated Services, which is a related party for financial reporting purposes only, earned management fees of $7,000 for the years ended December 31, 2000 and I999. WINTHROP I~IDENTIAL ASSOCIATES I, A LI1Vrt CED PARTNERSHIP NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2000 AND 1999 3. TRANSACTIONS WITH RELATED PARTIES (Continued) The Partnership has a loan payable to an affiliate in the amount of $289,000 which bears interest at the prime rate plus 1% (10.5% and 9.5% at December 31, 2000 and 1999, respectively), and is repayable fi.om cash flows generated by the Local Limited Partnerships and the proceeds of any sales of real estate owned by the Local Limited Partnerships. The principal balance and accrued interest on the loan was $384,000 and $354,000 at December 31, 2000 and 1999, respectively. Due to the nature of the loan payable, it is not practicable to estimate fair value because it cannot be determined whether financing with similar terms and conditions would be available to the Partnership. 4. INVESTMENTS IN LOCAL LIMITED PARTNERSHIPS As of December 31, 2000, the Partnership has Limited Partnership equity interests in five Local Limited Parmerships each owning one apartment complex. Such interests are summarized as follows: Local Limited Partnership Percentage Ownership Lyrmdale Apartments, Ltd. (Lynwood Park Apartments) Stonegate Apartments Limited Partnership (Stonegate Apartments) Cedar Lake, Ltd. (Albany Landing Apartments) College Green Limited Partnership (College Green Apartments) First Investment Limited Parmership I (Copperfield Apartments) 50% 93% 99% 95% 50% The above Local Limited Partnerships have outstanding mortgages totaling $15,062,000, which are secured by the Local Limited Partnerships' real property, security interests, liens and endorsements common to first mortgage loans. WINTHROP RESIDENTIAL ASSOCIATES Iv A LIMITED PARTNERSHIP NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2000 AND 1999 4. INVESTMENTS IN LOCAL LIMITED PARTNERSHIPS (Continued) On May 1, 1998, the Partnership sold a portion of its interest in First Investment Limited Partnership I ("Copperfield Apartments") to the general parmer of the Local Limited Parmership. As a result, the Parmership's interest in Copperfield Apartments was reduced to a 50% interest. The sales price was $175,000, payable with a promissory note (the "Note"), maturing on December 31, 2008, and secured by the interest in the Local Limited Partnership. The promissory note accrues interest at 8% per annum. As specified in the Note, one half of the general partner's future distributions from Copperfield Apartments are required to repay the note. On August 31, 1998, Copperfield Apartments refinanced its mortgage. During September 1998, Copperfield Apartments distributed $150,000 of refinancing proceeds to the Partnership and the general parmer of Copperfield Apartments repaid $70,000 of the principal balance and $5,000 of accrued interest due on the note. There were no distributions made by Copperfield Apartments during 2000 or 1999. The balance of the note receivable consists of principal of $105,000 and accrued interest of $19,000 at December 31, 2000. During 2000 and 1999, the Partnership made no additional investments in the Local Limited Partnerships. As of December 31, 2000, the net cumulative operating deficit funded by the Partnership to the Local Limited Partnerships was $3,249,000, which the Partnership has recorded as capital contributions. However, the Local Limited Parmerships have accounted for $2,213,000 of these investments as operating deficit advances and $898,000 as capital contributions. The remaining $138,000 represents a purchase of interests in a Local Limited Partnership, which is not accounted for by the Local Limited Partnership. The Local Limited Partnership which owned The Villas Apartments was foreclosed upon by the Department of Housing and Urban Development in December 1999. For financial reporting purposes, the Partnership's investment in this Local Limited Partnership had previously been written down to zero. The Cedar Lake Ltd. Local Limited Partnership has incurred significant operating losses and cash flow deficits and is currently in default on its mortgage. The Department of Housing and Urban Development has initiated foreclosure procedures. Therefore, it is anticipated that this property will be lost through foreclosure. For financial reporting purposes, the Parmership's investment in this Local Limited Parmership had previously been written down to zero. WINTHROP RESIDENTIAL ASSOCIATES I~ A LIMITED PARTNERSHIP NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2000 AND 1999 4. INVESTMENTS IN LOCAL LIMITED PARTNERSHIPS (Continued) The combined balance sheets of the Local Limited Partnerships are as follows (in thousands): ASSETS Real estate, at cost: Land Buildings, net of accumulated depreciation of $12,605 and $11,954 in 2000 and 1999, respectively Cash and cash equivalents Other assets, net of accumulated amortization of $823 and $701 in 2000 and 1999, respectively Total Assets LIABILITIES AND pARTNERS' CAPITAL Liabilities: Notes payable Mortgage notes payable Accounts payable and accrued expenses Total Liabilities Partners' Deficit: Winthrop Residential Associates I Other parmers Total Liabilities and Partners' Deficit December 31, 2000 1999 $ 788 $ 788 6,001 6,615 483 563 772 1,026 $ 8,044 $ 8,992 336 $336 15,062 15,276 480 774 15,878 16,386 (5,786) (5,885) (2,048) (1,509) (7,834) $ 8,044 (7,394) $ 8,992 WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2000 AND 1999 4. INVESTMENTS IN LOCAL LIMITED PARTNERSHIPS (Continued) The combined statements of operations of the Local Limited Partnerships are as follows (in thousands): Income: Rental income $ Other income Total income Expenses: Interest Depreciation and amortization Taxes and insurance Other operating expenses Total expenses Loss from operations Other income (loss): Gain on transfer of foreclosed property Extraordinary gain on extinguishment of debt Loss on disposition of assets Net (loss) income $ Net (loss) income allocated to $ Winthrop Residential Associates I Net loss allocated to other partners $ YEARS ENDED DECEMBER 31, 2000 1999 3,623 $ 4,197 444 341 4,067 4,538 923 1,397 769 866 355 410 2,374 2,384 4,421 5,057 (354) (519) 1,066 1,397 (5) (354) $ , 1,939 (231) $ 1,978 (123) $ (39) WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2000 AND 1999 5. TAXABLE INCOME The Parmership's taxable (loss) income differs from the net loss for financial reporting purposes, as follows (in thousands): 2O0O 1999 Net loss for financial reporting purposes Differences in equity in Local Limited Partnerships' income/loss for financial reporting and tax reporting purposes Income from Local Limited Partnerships Cash distributions Taxable (loss) income $ (63) $ (129) 130 3,835 (68) $ (1) (73) $ 3,633 WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP DECEMBER 31, 2000 Exhibit 99 Supplementary Information Required Pursuant to Section 9.4 of the Partnership Agreement (Unaudited) 1. Statement of Cash Available for Distribution for the: Year Ended December 31, 2000 Three Months Ended December 31, 2000 Net loss Add: Equity in loss of Local Limited Partnership Cash from reserves Cash Available for Distribution (63,000) $ (78,000) 26,000 61,000 37,000 17,000 $ - $ 2. Fees and other compensation paid or accrued by the Partnership to the General Parmers, or their affiliates, during the three months ended December 31, 2000: Entity Compensation Receiving Form of Compensation Amount None WINTHROP RESIDENTIAL ASSOCIATES I LIMITED PARTNERSHIP Audited Financial Statements Annual Partnership Report December 31, 2001 To the Limited Partners of WINTHROP RESIDENTIAL ASSOCIATES I LIMITED PARTNERSHIP: Enclosed is a copy of the Partnership's 2001 audited financial statements. Included as part of this Report is Item 6 excerpted from the Partnership's 2001 Form 10-KSB, as filed with the Securities and Exchange Commission. This excerpt is entitled "Management's Discussion and Analysis or Plan of Operation" and provides a detailed analysis of the information presented in the financial statements included as part of this Report. Questions concerning services for your investment, including those related to transfers and address changes should be directed to ReSource/Phoenix, the Partnership's investor service representative at (415) 256-8561. Should you have questions regarding property performance or information included in this letter, please contact the Investor Service Department of Coordinated Services of Valdosta, LLC at (229) 242-7759. Excerpt fi.om 2001 Form 10-KSB filed with the Securities and Exchange Commission. Item 6. Management's DiscUSsion and Analysis or Plan of Operation The matters discussed in this Form 10-KSB contain certain forward-looking statements and involve risks and uncertainties (including changing market conditions, competitive and regulatory matters, etc.) detailed in the disclosure contained in this Form 10-KSB and the other filings with the Securities and Exchange Commission made by the Partnership fi.om time to time. The discussion of the Parmership's liquidity, capital resources and results of operations, including forward-looking statements pertaining to such matters, does not take into account the effects of any changes to the Partnership's operations. Accordingly, actual results could differ materially fi.om those projected in the forward- looking statements as a result of a number of factors, including those identified herein. This Item should be read in conjunction with the financial statements and other items contained elsewhere in the report. Liquidity and Capital Resources As of December 31, 2001, the Partnership retained an equity interest in four Local Limited Parmerships, each of which owns one apartment complex. The properties are located in Michigan, North Carolina (2) and South Carolina. The level of liquidity based on cash and cash equivalents experienced an $82,000 decrease for the year ended December 31, 2001, as compared to December 31, 2000, due to net cash used in operating activities. The Parmership did not receive any distributions fi.om the Local Limited Parmerships during 2001. At December 31, 2001, the Parmership had $341,000 in cash and cash equivalents, which had been invested primarily in repurchase agreements and a money market account. The Partnership's primary soume of income is distributions fi.om the Local Limited Parmerships. The Parmership requires cash to pay management fees, general and administrative expenses and to make capital contributions to any of the Local Limited Partnerships which the Managing General Partner deems to be in the Partnership's best interest to preserve its ownership interest. To date, all cash requirements have been satisfied by interest income, cash distributed by the Local Limited Partnerships to the Partnership or by loans. The loan payable to an affiliate of the Managing General Parmer which bears interest at prime plus 1% is repayable fi.om cash flows generated by the Local Limited Partnerships and the proceeds of any sales of real estate owned by the Local Limited Partnerships. The outstanding principal balance and accrued interest on the loan was approximately $405,000 and $384,000 at December 31,2001 and 2000, respectively. The Partnership did not make cash distributions to its partners during 2001 or 2000. The Partnership does not intend to make advances to fund future operating deficits incurred by any Local Limited' Partnership, but retains its prerogative to exercise business judgment to reverse this position if circumstances change. Moreover, the Partnership is not obligated to provide any additional funds to the Local Limited Partnerships to fund operating deficits. If a Local Limited Partnership sustains continuing operating deficits and has no other sources of funding, it is likely that it will eventually default on its mortgage obligations and risk a foreclosure on its property by the lender. If a foreclosure were to occur, the Local Limited Partnership would lose its investment in the property and would incur a tax liability due to the recapture of tax benefits taken in prior years. The Partnership, as an owner of the Local Limited Partnership, would share these consequences in proportion to its ownership interest in the Local Limited Parmership. The Cedar Lake Ltd. Local Limited Partnership, which owned the Albany Landing Apartments, was foreclosed upon by the Department of Housing and Urban Development in July 2001. For financial reporting purposes, the Partnership's investment in this Local Limited Partnership had previously been written down to zero. For tax reporting purposes, the Partnership incurred a tax liability due to the recapture of tax benefits taken in prior years in proportion to its ownership interest in the Local Limited Parmership. The amount of the recapture income was approximately $100 per unit of Limited Partnership Interest. Results of Operations The Partnership's net loss increased by $136,000 for the year ended December 31, 2001, as compared to 2000, due to a decrease in income of $153,000 which was partially offset by a decrease in expenses of $17,000. Income decreased primarily due to a decrease in income from Local Limited Partnership cash distributions of $68,000 and an increase of $77,000 in equity in loss from the Local Partnership owning Copperfield Apartments. The Partnership did not receive any distributions from the Local Limited Partnerships during 2001. During the year ended December 31, 2000 the Parmership received $68,000 from the Local Limited Partnership which owns the Lynwood Park Apartments property. Expenses decreased primarily due to a decrease in interest expense of $9,000 and a decrease in management fees of $7,000. Recently Issued Accounting Standards The Financial Accounting Standards Board ("FASB") issued SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities" and SFAS No. 138, "Accounting for Certain Derivative Instruments and Certain Hedging Activities - an amendment of SFAS No. 133." These statements require companies to recognize all derivatives on the balance sheet as assets or liabilities, measured at fair value. Gains or losses resulting from changes in the values of those derivatives would be accounted for depending on the use of the derivative and whether they qualify for hedge accounting. These statements were effective for fiscal years beginning after June 15, 2000. There was no effect from these statements on the Partnership's financial statements. In July 2001, the FASB issued SFAS No. 141 "Business Combinations". SFAS No. 141 requires that all business combinations be accounted for under the purchase method of accounting. SFAS No. 141 also changes the criteria for the separate recognition of intangible assets acquired in a business combination. SFAS No. 141 is effective for all business combinations initiated after June 30, 2001. There was no effect from this statement on the Parmership's f'mancial statements. In July 2001, the FASB issued SFAS No. 142 "Goodwill and Other Intangible Assets". SFAS No. 142 addresses accounting and reporting for intangible assets acquired, except for those acquired in a business combination. SFAS No. 142 presumes that goodwill and certain intangible assets have indefinite useful lives. Accordingly, goodwill and certain intangibles will not be amortized but rather will be tested at least annually for impairment. SFAS No. 142 also addresses accounting and reporting for goodwill and other intangible assets subsequent to their acquisition. SFAS No. 142 is effective for fiscal years beginning after December 15, 2001. This statement will not affect the Parmership's financial statements. In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets", which addresses financial accounting and reporting for the impairment or disposal of long-lived assets. This statement supersedes SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of" and the accounting and reporting provisions of APB Opinion No. 30, "Reporting the Results of Operations '- Reporting the Effects of a Disposal of a Business and Extraordinary, Unusual and Infrequently Occurring Events and Transactions," for the disposal of a segment of a business. This statement also amends ARB No. 51, "Consolidated Financial Statements," to eliminate the exception to consolidation for a subsidiary for which control is likely to be temporary. SFAS No. 144 is effective for fiscal years beginning after December 15, 2001, and interim periods within those fiscal years. The provisions of this statement are generally to be applied prospectively. The Partnership does not expect that this statement will have a material effect on the Partnership's financial statements. Quantitative and Qualitative Disclosures of Market Risk The Parmership does not have any financial instruments that would expose it to market risk associated with the risk of loss arising from adverse changes in market rates and prices except for the Parmership's loan payable to an affiliate which is subject to changes in the prime rate of interest. Item 7. Financial Statements WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2001 and 2000 INDEX Independent Auditors' Report .................................................................................................................. Financial Statements: Balance Sheets as of December 31, 2001 and 2000 ................................................................................ Statements of Operations for the Years Ended December 31, 2001 and 2000 ............................................................................................................ Statements of Parmers' Capital for the Years Ended December 31, 2001 and 2000 ............................................................................................................ Statements of Cash Flows for the Years Ended December 31, 2001 and 2000 ............................................................................................................ Notes to Financial Statements .................................................................................................................. Imowitz Koenig & Co., LL? Certified Public Accountants Independent Auditors' Report To the Partners Winthrop Residential Associates I, A Limited Partnership We have audited the accompanying balance sheets of Winthrop Residential Associates I, A Limited Partnership (a Maryland limited partnership) as of December 31, 2001 and 2000, and the related statements of operations, parmers' capital and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We did not audit the financial statements of certain Local Limited Parmerships, the investments in which are reflected in the accompanying financial statements using the equity method of accounting. Those statements were audited by other auditors whose reports have been furnished to us, and in our opinion, insofar as it relates to the amounts included for those Local Limited Partnerships, is based solely on the reports of other auditors. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the 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 and the reports of other auditors provide a reasonable basis for our opinion. In our opinion, based on our audits and the reports of other auditors, the financial statements referred to above present fairly, in all material respects, the financial position of Winthrop Residential Associates I, A Limited Partnership as of December 31, 2001 and 2000, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America. Certified Public Accountants New York, New York March 1, 2002 125 Park Avenue, New York, New York 10017 Telephone 212-867-8711 Facsimile 212-867-8723 WINTHROP RESIDENTIAL ASSOCIATES I~ A LIMITED PARTNERSHIP BALANCE SHEETS (In Thousands, Except Unit Data) ASSETS Cash and cash equivalents Note receivable and accrued interest Investment in Local Limited Partnership Total Assets LIABILITIES AND PARTNERS' CAPITAL Liabilities: Accrued expenses Loan payable and accrued interest - affiliate Total Liabilities Partners' Capital: Limited Partners - Units of Limited Partnership Interest, $1,000 stated value per unit; 25,676 units authorized; 25,595 units issued and outstanding General Partners' deficit Total Partners' Capital Total Liabilities and Partners' Capital DECEMBER 31, 2001 2000 341 $ 423 133 124 106 209 $ 580 $ 756 $ 12 $ 10 405 384 417 394 1,273 (1,110) 1,462 (1,100) 163 362 $ 580 $ 756 See notes to financial statements. WINTHROP RESIDENTIAL ASSOCIATES Iv A LIMITED PARTNERSHIP STATEMENTS OF OPERATIONS (In Thousands, Except Unit Data) YEARS ENDED DECEMBER 31, 2001 2000 Income: Income from Local Limited Parmership cash distributions Equity in loss of Local Limited Partnership Interest Other income Total Income Expenses: Interest General and administrative Management fees Total Expenses Net Loss Net Loss allocated to General Partners Net Loss allocated to Limited Parmers Net Loss per Unit of Limited Partnership Interest - $ 68 (103) (26) 20 24 - 4 (83) 21 95 116 133 $ (199) $ (63) $ (lO) $ (3) $ (189) $ (60) $ (7.38) $ (2.34) See notes to financial statements. WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP STATEMENTS OF PARTNERS' CAPITAL YEARS ENDED DECEMBER 31,2001 AND 2000 (In Thousands, Except Unit Data) Units of Limited General Limited Total Partnership Partners' Partners' Partners' Interest Deficit Capital Capital Balance - January 1, 2000 Net Loss Balance - December 31, 2000 Net Loss Balance - December 31, 2001 25,595 25,595 $ (1,097) $ 1,522 (3) (60) (1,100) 1,462 (lO) (189) 25,595 $ (1,110) $ 1,273 $ 425 (63) 362 (199) $ 163 See notes to financial statements. WINTHROP RESIDENTIAL ASSOCIATES I A LIMITED PARTNERSHIP STATEMENTS OF CASH FLOW_S (In Thousands) YEARS ENDED DECEMBER 31, CASH FLOWS FROM OPERATING ACTIVITIES: Net loss Adjustments to reconcile net loss to net cash used in operating activities: Income from Local Limited Partnership cash distributions Equity in loss of Local Limited Parmership Changes in assets and liabilities: Increase in accrued interest receivable Increase (decrease) in accrued expenses Increase in accrued interest payable Net cash used in operating activities CASH FLOWS FROM INVESTING ACTIVITIES: Distributions received from Local Limited Parmerships Cash provided by investing activities Net decrease in cash and cash equivalents Cash and cash equivalents, Beginning of Year Cash and cash equivalents, End of Year 2001 (199) 2000 (82) 423 $ 341 $ (63) (68) 103 26 (9) (8) 2 (8) 21 30 (82).. (91) 68 68 (23) 446 423 See notes to financial statements. WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITEd, PARTNERSHIP NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2001 AND 2000 ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization Winthrop Residential Associates I, A Limited Partnership (the "Partnership") was organized on January 30, 1981 under the Uniform Limited Partnership Act of the State of Maryland to invest in limited partnerships (the "Local Limited Partnerships") that develop, manage, operate and otherwise deal in government-assisted apartment complexes. At December 31, 2001, the Partnership has investments in four Local Limited Partnerships, each of which owns one apartment complex. The properties are located in Michigan, North Carolina (2) and South Carolina. The Partnership was capitalized with approximately $25,667,000 of contributions representing 25,666 investor limited partnership units. The offering closed in September 1981. The general partners and the initial limited partner (10 units) contributed $12,000. At December 31, 2001 and 2000 there were 25,595 limited partnership units issued and outstanding. Cash and Cash Equivalents The Partnership considers all highly liquid investments with an original maturity of three months or less at the time of purchase to be cash equivalents. The carrying amount of cash and cash equivalents approximates its fair value due to the short term nature of such instruments. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts in the financial statements and accompanying notes. Actual results could differ from those estimates. Investments in Local Limited Parmerships.. The Partnership accounts for its investment in each Local Limited Partnership using the equity method. Under the equity method of accounting, the investment cost is subsequently adjusted by the Partnership's share of the Local Limited Partnershi'p's results of operations and by distributions received. Costs relating to the acquisition and selection of the investment in the Local Limited partnerships are capitalized to the investment account and amortized over the life of the investment or until the investment balance has been written WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2001 AND 2000 ORGANIZATION AND SUMMARY OF SIGNIFICANT AcCouNTING POLICIES (Continued) Inveshnents in Local Limited Partnerships (Continued} down to zero. Equity in the loss of Local Limited Partnerships is not recognized to the extent that the investment balance would become negative since the Parmership is not obligated to advance funds to the Local Limited Parmerships. Net Loss Per Lknited Partnership Unit Net loss per limited partnership unit is computed by dividing net loss allocated to the limited partners by the 25,595 units outstanding. Income Taxes Taxable income or loss of the Partnership is reported in the income tax returns of its partners. Accordingly, no provision for income taxes is made in the f'mancial statements of the Partnership. Concentration of Credit Risk Principally all of the Partnership's cash and cash equivalents consist of repurchase agreements and a money market account, with original maturity dates of three months or less. Segment Reporting The Partnership has one reportable segment, residential real estate. The Partnership evaluates performance based on net operating income, which is income before depreciation, amortization, interest and non-operating items. Recently Issued Accounting Standards The Financial Accounting Standards Board ("FASB") issued SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities" and SFAS No. 138, "Accounting for Certain Derivative Instruments and Certain Hedging Activities - an amendment of SFAS No. 133." These statements require companies to recognize all derivatives on the balance sheet as assets or liabilities, measured at fair value. Gains or losses resulting fi:om changes in the values of those derivatives would be accounted for depending on the use of the derivative and whether they qualify for hedge accounting. These statements were effective for fiscal years beginning after June 15, 2000. There was no effect fi:om these statements on the Partnership's financial statements. WINTHROP RESIDENTIAL ASSOCIATES I, A I JlMITED PARTNERSHIP NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2001 AND 2000 ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Recently Issued Accounting Standards (Continued In July 2001, the FASB issued SFAS No. 141 "Business Combinations". SFAS No. 141 requires that all business combinations be accounted for under the purchase method of accounting. SFAS No. 141 also changes the criteria for the separate recognition of intangible assets acquired in a business combination. SFAS No. 141 is effective for all business combinations initiated after June 30, 2001. There was no effect from this statement on the Partnership's financial statements. In July 2001, the FASB issued SFAS No. 142 "Goodwill and Other Intangible Assets". SFAS No. 142 addresses accounting and reporting for intangible assets acquired, except for those acquired in a business combination. SFAS No. 142 presumes that goodwill and certain intangible assets have indefinite useful lives. Accordingly, goodwill and certain intangibles will not be amortized but rather will be tested at least annually for impairment. SFAS No, 142 also addresses accounting and reporting for goodwill and other intangible assets subsequent to their acquisition. SFAS No. 142 is effective for fiscal years beginning after December 15, 2001. This statement will not affect the Partnership's financial statements. In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets," which addresses financial accounting and reporting for the impairment or disposal of long-lived assets. This statement supersedes SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of' and the accounting and reporting provisions of APB Opinion No. 30, "Reporting the Results of Operations-Reporting the Effects of a Disposal of a Business and Extraordinary, Unusual and Infrequently Occurring Events and Transactions," for the disposal of a segment of a business. This statement also amends ARB No. 51, "Consolidated Financial Statements," to eliminate the exception to consolidation for a subsidiary for which control is likely to be temporary. SFAS No. 144 is effective for fiscal years beginning after December 15, 2001, and interim periods within those fiscal years. The provisions of this statement are generally to be applied prospectively. The Parmership does not expect that this statement will have a material effect on the Parmership's financial statements. 2. ALLOCATION OF PROFITS_LOSSES AND DISTRIBUTIONS In accordance with the partnership agreement, profits and losses not arising from a sale and cash available for distribution from operations shall be allocated 5% to the general partners and 95% to the limited partners. Gains and distributions of proceeds arising from a sale or refinancing are allocated fzrst to the limited partners to the extent of their Adjusted Capital Contribution (as defined) and then, in accordance with the parmership agreement, however, WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2001 AND 2000 2. ALLOCATION OF PROFITS, LOSSES AND DISTRIBUTIONS (Continued) the general partner is allocated at least 1% of the gain. Losses from a sale or refinancing are allocated 1% to the general partners and 99% to the limited partners. If there are no sale proceeds, gains from a sale are allocated 5% to the general partners and 95% to the limited partners. 3. TRANSACTIONS WITH RELATED PARTIES One Winthrop Properties, Inc. (the "Managing General Partner") is a wholly owned subsidiary of First Winthrop Corporation, which in turn is controlled by Winthrop Financial Associates, A Limited Parmership. The Managing General Partner and certain of its affiliates have a Services Agreement with Coordinated Services of Valdosta, LLC ("Coordinated Services") pursuant to which Coordinated Services provides asset management and investor services to the Partnership and certain affiliated partnerships. As a result of this agreement, Coordinated Services has the right to direct the day to day affairs of the Partnership. Coordinated Services is not permitted, however, without the consent of the Managing General Partner, or as otherwise required under the terms of the partnership agreement to, among other things, cause the Partnership to consent to a sale of an asset or cause the Parmership to file for bankruptcy. Coordinated' Services is entitled to a management fee for these services equal to 10% of the Partnership's share of cash distributions from the Local Limited Partnerships, not to exceed one half of 1% of the sum of (a) the amount of the Partnership's aggregate total investment in all Local Limited Partnerships, plus Co) the Partnership's allocable share of all liens and mortgages secured by the projects of all Local Limited Partnerships. Coordinated Services, which is a related party for financial reporting purposes only, earned management fees of $0 and $7,000, for the years ended December 31, 2001 and 2000, respectively. The Parmership has a loan payable to an affiliate in the amount of $289,000 which bears interest at the prime rate plus 1% (5.75% and 10.5% at December 31, 2001 and 2000, respectively), and is repayable from cash flows generated by the Local Limited Parmerships and the proceeds of any sales of real estate owned by the Local Limited Partnerships. The principal balance and accrued interest on the loan was $405,000 and $384,000 at December 31, 2001 and 2000, respectively. Due to the nature of the loan payable, it is not practicable to estimate .fair value because it cannot be determined whether financing with similar terms and conditions would be aVailable to the Partnership. WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2001 AND 2000 4. INVESTMENTS IN LOCAL LIMITED PARTNERSHIPS As of December 31, 2001, the Partnership has Limited Partnership equity interests in four Local Limited Partnerships each owning one apartment complex. Such interests are summarized as follows: Local Limited Partnership Percentage Ownership Lynndale Apartments, Ltd. (Lynwood Park Apartments) Stonegate Apartments Limited Partnership (Stonegate Apartments) College Green Limited Partnership (College Green Apartments) First Investment Limited Partnership I (Copperfield Apartments) 50% 93% 95% 50% The above Local Limited Partnerships have outstanding mortgages totaling $12,089,000, which are secured by the Local Limited Partnerships' real property, security interests, liens and endorsements common to first mortgage loans. On May 1, 1998, the Partnership sold a portion of its interest in First Investment Limited Partnership I ("Copperfield Apartments") to the general partner of the Local Limited Partnership. As a result, the Partnership's interest in Copperfield Apartments was reduced to a 50% interest. The sales price was $175,000, payable with a promissory note (the "Note"), maturing on December 31, 2008, and secured by the interest in the Local Limited Partnership. The promissory note accrues interest at 8% per annum. As specified in the Note, one half of the general partner's future distributions from Copperfield Apartments are required to repay the note. On August 31, 1998, Copperfield Apartments refinanced its mortgage. During September 1998, Copperfield Apartments distributed $150,000 of refinancing proceeds to the Partnership and the general partner of Copperfield Apartments repaid $70,000 of the principal balance and $5,000 of accrued interest due on the note. There were no distributions made by Copperfield Apartments during 2001 or 2000. The balance of the note receivable consists of principal of $105,000 and accrued interest of $28,000 at December 31, 2001. During 2001 and 2000, the Partnership made no additional investments in the Local Limited Partnerships. As of December 31, 2001, the net cumulative operating deficit funded by the Partnership to the Local Limited Partnerships was $3,249,000, which the Partnership has recorded as capital contributions. However, the Local Limited Partnerships have accounted for $2,213,000 of these investments as operating deficit advances and $898,000 as capital contributions. The remaining $138,000 represents a purchase of interests in a Local Limited Partnership, which is not accounted for by the Local Limited Partnership. WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2001 AND 2000 4. INVESTMENTS IN LOCAL LIMITED PARTNERSHIPS (Continued) The Cedar Lake Ltd. Local Limited Partnership, which owned Albany Landing Apartments, was foreclosed upon by the Department of Housing and Urban Development in July 2001. For financial reporting purposes, the Partnership's investment in this Local Limited Partnership had previously been written down to zero. The combined balance sheets of the Local Limited Partnerships are as follows (in thousands): December 31, 2001 2000 ASSETS Real estate, at cost: Land Buildings, net of accumulated depreciation of $11,132 and $12,605 in 2001 and 2000, respectively Cash and cash equivalents Other assets, net of accumulated amortization of $488 and $823 in 2001 and 2000, respectively Total Assets LIABILITIES AND PARTNERS' CAPITAL Liabilities: Notes payable Mortgage notes payable Accounts payable and accrued expenses Total Liabilities Partners' Deficit: Winthrop Residential Associates I Other partners Total Liabilities and Partners' Deficit $ 633 $ 788 4,374 6,001 300 483 787 772 $ 6,094 $ 8,044 336 336 12,089 15,062 431 480 12,856 15,878 (4,579) (5,786) (2,165) (2,048) (6,762) $ 6,094 (7,834) $ 8,044 WINTHROP RESIDENTIAL ASSOCIATES I: A LIMITED PARTNERSHIP NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2001 AND 2000 4. INVESTMENTS IN LOCAL LIMITED PARTNERSHIPS (Continued) The combined statements of operations of the Local Limited Partnerships are as follows (in thousands): Income: YEARS ENDED DECEMBER 31, 2001 2000 Rental income $ 3,285 $ Other income 320 3,623 444 Total income 3,605 4,067 Expens e s: Interest Depreciation and amortization Taxes and insurance Other operating expenses Total expenses Net loss Net loss allocated to Winthrop Residential Associates I Net loss allocated to other partners 904 622 372 2,065 923 769 355 2,374 3,963 4,421 $ (358) $ (354) $ (272) $ (231) $ (86) $ (123) WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2001 AND 2000 T~.A~LE INCOME ~OSS) The Partnership's taxable income (loss) differs firom the net loss purposes, as follows (in thousands): for financial reporting 2001 2000 Net loss for financial reporting purposes Differences in equity in Local Limited Partnerships' income/loss for financial reporting and tax reporting purposes Income from Local Limited Parmerships cash distributions $ (199) $ (63) 2,674 130 (68) Taxable income (loss) $ 2,475 $ (1) Exhibit 99 WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP DECEMBER 31,2001 Supplementary Information Required Pursuant to Section 9.4 of the Partnership Agreement (Unaudited) 1. Statement of Cash Available for Distribution for the: Year Ended December 31,2001 Three Months Ended December 31, 2001 Net loss $ Add: Equity in loss of Local Limited Partnership Cash fi:om reserves Cash Available for Distribution $ (199,000) $ (118,000) 103,000 98,000 96,000 20,000 2. Fees and other compensation paid or accrued by the Partnership to the General Partners, or their affiliates, during the three months ended December 31, 2001: Entity Receiving Form of Compensation Compensation Amount None WINTHROP RESIDENTIAL ASSOCIATES I LIMITED PARTNERSHIP Unaudited Financial Statements Quarterly Partnership Report September 30, 2002 To the Limited Partners of WINTHROP RESIDENTIAL ASSOCIATES I LIMITED PARTNERSHIP: Enclosed is a copy of the Parmership's Third Quarter 2002 Report on Form 10-QSB as filed with the Securities and Exchange Commission. The section of this Report entitled "Management's Discussion and Analysis or Plan of Operation" provides a detailed analysis of the information presented in the financial statements included as part of this Report. Questions concerning services for your investment, including those related to transfers and address changes should be directed to Resource/Phoenix, the Partnership's investor service representative at (415) 256-8561. Should you have questions regarding property performance or information included in this letter, please contact the Investor Service Department of Coordinated Services of Valdosta, LLC at (229) 242-7759. (Mark One) X UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2002 OR TRANSITION REPORT pURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 0-10272. Winthrop Residential Associates I, A Limited Partnership (Exact name of small business issuer as specified in its chat ter) Maryland (State or other jurisdiction of incorporation or organization) 04-2720493 (I .R.S. Employer Identification No.) 7 Bulfinch Place, Suite 500, Boston, MA (Address of principal executive office) Registrant's telephone number, including area code 02114-9507 (Zip Code) (617) 570-4600 Indicate by check mark whether 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~ 1 of 18 WINTHROP RESIDENTIAL ASSOCIATES I~ A LIMITED PARTNERSHIP FORM 10-QSB SEPTEMBER 30~ 2002 PART 1 - FINANCIAL INFORMATION Item 1. Financial Statements. Balance Sheets (In Thousands, Except Unit Data) Assets Cash and cash equivalents Note receivable and accrued interest Investment in Local Limited Partnership Total Assets Liabilities and Partners' Capital Liabilities: Accrued expenses Loan payable and accrued interest - affiliate Total Liabilities Partners' Capital: Limited Partners - Units of Limited Partnership Interest, $1,000 stated value per unit; 25,676 units authorized; 25,595 units issued and outstanding General Parmers' deficit Total Parmers' Capital Total Liabilities and Partners' Capital September 30, 2OO2 (Unaudited) December 31, 2001 $ 1,002 $ 341 - 133 - 106 $ 1,002 $ 580 $ 10 $ 12 417 405 427 1,664 (1,089) 417 1,273 (1,110) 575 163 $ 1,002 $ 58O See notes to financial statements. 2 of 18 WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP FORM 10-QSB SEPTEMBER 30, 2002 Statements of Operations (Unaudited) (In Thousands, Except Unit Data) For the Three Months Ended September 30, September 30, 2002 2001 For The Nine Months Ended September 30, September 30, 2002 2001 flqcome : Income from Local Limited Partnership cash distributions Gain from Local Limited Partnership property sale Equity in loss of Local Limited Partnership Interest Other income Total income Expenses: Interest Management fees General and administrative Total expenses Net income (loss) Net income (loss) allocated to General Partners Net income (loss) allocated to Limited Partners Net income (loss) per Unit of Limited Partnership Interest $ - $ 5O6 (25) (2o) 3 5 $ 37 506 (62) 10 12 (5) 16 484 (15) 503 11 4 5 12 17 - 4 - 24 29 75 75 28 34 91 $ 456 $ (49) $ 412 $ 23 $ (2) $ 21 $ 433 $ (47) $ 391 $ 16.92 $ (1.84) $ 15.28 92 (81) (4) (77) (3.01) See notes to financial statements. 3 of 18 WINTHROP RESIDENTIAL ASSOCIATES Iv A LIMITED PARTNERSHIP FORM 10-QSB SEPTEMBER 30, 2002 Statement of Partners' Capital (Unaudited) (In Thousands, Except Unit Data) Units of Limited Limited General Total Partnership Partners' Partners' Partners' Interest Capital Deficit Capital Balance - January 1, 2002 Net income Balance - September 30, 2002 25,595 25,595 $ 1,273 $ (1,110) 391 21 $ 1,664 $ (1,089) $ 163 412 $ 575 See notes to financial statements. 4 of 18 Statements of Cash Flows (Unaudited) (In Thousands) For The Nine Months Ended September 30, September 30, 2002 200I Cash Flows From Operating Activities: Net income (loss) Adjustments to reconcile net income (loss) to net cash used in operating activities: Gain from Local Limited Partnership property sale Equity in loss of Local Limited Partnership Income from Local Limited Partnership cash distributions Changes in assets and liabilities: Decrease (increase) in accrued interest receivable Decrease in accrued expenses Increase in accrued interest payable Net cash used in operating activities Cash Flows From Investing Activities: Proceeds from Local Limited Partnership property sale Distributions received from Local Limited Partnership Cash provided by investing activities Cash Flows From Financing Activities: Proceeds from note receivable Cash provided by financing activities Net increase (decrease) in cash and cash equivalents Cash and cash equivalents, beginning of period Cash and cash equivalents, end of period _$ See notes to financial statements. 412 $ (506) 62 (37) 28 (2) 12 (31)~ 550 37 587 105 105 661 341 1,002 ... (81) (7) (1) 17 (67)_ (67) 423 $ 356_ 5 o fl8 WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP FORM 10-QSB SEPTEMBER 30~ 2002 NOTES TO FINANCIAL STATEMENTS 1. General The accompanying financial statements, footnotes and discussions should be read in conjunction with the financial statements, related footnotes and discussions contained in the Partnership's Annual Report on Form 10-KSB for the year ended December 31,2001. The financial information contained herein is unaudited. In the opinion of management, all adjustments necessary for a fair presentation of such financial information have been included. All adjustments are of a normal recurring nature. The balance sheet at December 31, 2001 was derived from audited financial statements at such date. The results of operations for the nine months ended September 30, 2002 and 2001 are not necessarily indicative of the results to be expected for the full year. 2. Investment in Local Limited Partnership In July 2002, the Local Limited Partnership, First Investment Limited Partnership - I, which owns the Copperfield Apartments sold the property. The Partnership received proceeds from the property sale of $550,000 and recorded a gain from the property sale, for financial reporting purposes, of $506,000. In addition, the Partnership had a note receivable due from the general partner of this Local Limited Partnership in the principal amount of $105,000 plus $28,000 of accrued interest which was repaid to the Parmership when the property was sold. 6 of 18 Item 2. WINTHROP RESIDENTIAL ASSOCIATES I~ A LIMITED PARTNERSHIP FORM 10-QSB SEPTEMBER 30, 2002 Management's Discussion and AnalFsis or Plan of Operation The matters discussed in this Form 10-QSB contain certain forward-looking statements and involve risks and uncertainties (including changing market conditions, competitive and regulatory matters, etc.) detailed in the disclosure contained in this Form 10-QSB and the other filings with the Securities and Exchange Commission made by the Partnership from time to time. The discussion of the Parmership's liquidity, capital resources and results of operations, including forward-looking statements pertaining to such matters, does not take into account the effects of any changes to the Partnership's operations. Accordingly, actual results could differ materially from those projected in the forward-looking statements as a result of a number of factors, including those identified herein. This Item should be read in conjunction with the financial statements and other items contained elsewhere in the report. Liquidity and Capital Resources As of September 30, 2002, the Partnership retained an equity interest in three Local Limited Partnerships each of which owns one apartment complex. One property is located in Michigan and two properties ar~ located in North Carolina. In July 2002, the Local Limited Partnership, First Investment Limited Partnership - I, which owns th, Copperfield Apartments sold the property. The Partnership received proceeds from the property sale o $550,000 and recorded a gain from the property sale, for financial reporting purposes, of $506,000. addition, the Partnership had a note receivable due from the general partner of this Local Limite Partnership in the principal amount of $105,000 plus $28,000 of accrued interest which was repaid to th Partnership when the property was sold. For tax reporting purposes, the Partnership will recognize a lo,, from the sale of this property of approximately $1.00 per unit of Limited Parmership Interest. The level of liquidity based on cash and cash equivalents experienced a $661,000 increase for the nix months ended September 30, 2002, as compared to December 31, 2001. The Parmership's $587,000 cash provided by investing activities and $105,000 of cash provided by financing activities were partiaI offset by $31,000 of net cash used in operating activities. Cash provided by investing activities consist~ of $550,000 of proceeds from the property sold by the Local Limited Partnership owning the Copperfie Apartments and $37,000 of distributions received from a Local Limited Partnership. Cash provided financing activities consisted of proceeds received from a note receivable. At September 30, 2002, partnership had $1,002,000 in cash and cash equivalents which have been invested primarily repurchase agreements and a money market account. The Partnership's primary source of income is distributions from the Local Limited Parmerships. T Parmership requires cash to pay management fees, general and administrative expenses and to ma capital contributions to any of the Local Limited Partnerships which the managing general partner dee~ to be in the Partnership's best interest to preserve its ownership interest. To date, all cash requireme~ have been satisfied by interest income, cash distributed by the Local Limited Partnerships to Partnership or by loans. The loan payable to an affiliate o£the managing general partner which bears interest at prime plus repayable from cash flows generated by the Local Limited Partnerships and the proceeds of any sales real estate owned by the Local Limited Partnerships. The outstanding principal balance and accn interest on the loan was approximately $417,000 at September 30, 2002. It is expected that Partnership will satisfy this payable from cash reserves. The Partnership did not make cash distributi, to its partners during the nine months ended September 30, 2002. 7 o fl8 Item 2. WINTHROP RESIDENTIAL ASSOCIATES I~ A LIMITED PARTNERSHIP FORM 10-QSB SEPTEMBER 30~ 2002 Management's Discussion and Analysis or Plan of Operation (Continued) · Liquidi _ty and Capital Resources (Continued) The Partnership does not intend to make advances to fund future operating deficits incurred by any Local Limited Partnership, but retains its prerogative to exercise business judgment to reverse this position if circumstances change. Moreover, the Partnership is not obligated to provide any additional funds to the Local Limited Partnerships to fund operating deficits. Ifa Local Limited Partnership sustains continuing operating deficits and has no other sources of funding, it is likely that it will eventually default on its mortgage obligations and risk a foreclosure on its property by the lender. Ifa foreclosure were to occur, the Local Limited Partnership would lose its investment in the property and would incur a tax liability due to the recapture of tax benefits taken in prior years. The Partnership, as an owner of the Local Limited Partnership, would share these consequences in proportion to its ownership interest in the Local Limited Partnership. Results of Operations The Partnership's net income was $412,000 for the nine months ended September 30, 2002, as compared to a net loss of $81,000 for the comparable period in 2001. The increase was the result of an increase in income of $492,000 and a decrease in expenses of $1,000. Income for the nine months ended September 30, 2002, as compared to the comparable period in 2001, increased primarily due to a $506,000 gain from a Local Limited Partnership property sale, $37,000 of cash distributions received from a Local Limited Partnership and $12,000 in other income which were partially offset by an increase in equity in loss of a Local Limited Partnership of $57,000 and a decrease in interest income of $6,000. During the nine months ended September 30, 2001, the Partnership did not receive any cash distributions from the Local Limited Partnerships. Expenses decreased due to a decrease in interest expense of $5,000 which was partially offset by an increase in management fees of $4,000. The Partnership's net income was $456,000 for the three months ended September 30, 2002, as compared to a net loss of $49,000 for the comparable period in 2001. Income increased by $499,000 and expenses decreased by $6,000. The increase in income is primarily due to a $506,000 gain from a Local Limited Partnership property sale. Recently Issued Accounting Standards In July 2001, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 142 "Goodwill and Other Intangible Assets." SFAS No. 142 addresses accounting and reporting for intangible assets acquired, except for those acquired in a business combination. SFAS No. 142 presumes that goodwill and certain intangible assets have indefinite useful lives. Accordingly, goodwill and certain intangibles will not be amortized but rather will be tested at least annually for impairment. SFAS No. 142 also addresses accounting and reporting for goodwill and other intangible assets subsequent to their acquisition. SFAS No. 142 is effective for fiscal years beginning after December 15, 2001. This statement had no effect on the Parmership's financial statements. 8 of 18 Item 2. WINTHROP RESIDENTIAL ASSOCIATES Iv A LIMITED PARTNERSHIP, FORM 10-QSB SEPTEMBER 30, 2002 Mana ement's Discussion and Anal sis or Plan o 0 eration Continued Recently Issued Accounting Standards (Continued~ In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal of Long- Lived Assets," which addresses financial accounting and reporting for the impairment or disposal of long-lived assets. This statement supersedes SFAS No. 121, "Accounting for the Impairment of Long- Lived Assets and for Long-Lived Assets to be Disposed Of" and the accounting and reporting provisions of Accounting principles Board ("APB") Opinion No. 30, "Reporting the Results of Operations - Reporting the Effects of a Disposal of a Business and Extraordinary, Unusual and Infrequently Occurring Events and Transactions," for the disposal of a segment of a business. This statement also amends Accounting Research Bulletin No. 51, "Consolidated Financial Statements," to eliminate the exception to consolidation for a subsidiary for which control is likely to be temporary. SFAS No. 144 is effective for fiscal years beginning after December 15, 2001, and interim periods within those fiscal years. The provisions of this statement generally are to be applied prospectively. This statement had no effect on the Parmership's financial statements. In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13 and Technical Corrections," which updates, clarifies and simplifies existing accounting pronouncements. In part, this statement rescinds SFAS No. 4, "Reporting Gains and Losses from Extinguishment of Debt." FASB No. 145 will be effective for fiscal years beginning after May 15, 2002. Upon adoption, enterprises must reclassify prior period items that do not meet the extraordinary item classification criteria in APB Opinion No. 30. The Partnership does not expect that this statement will have a material effect on the Parmership's financial statements. In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities." SFAS No. 146 requires companies to recognize costs associated with exit or disposal activities when they are incurred rather than at the date of a commitment to an exit or disposal plan Examples of costs covered by the standard include lease termination costs and certain employe{ severance costs that are associated with a restructuring, discontinued operation, plant closing or other exi or disposal activity. SFAS No. 146 is effective prospectively for exit and disposal activities initiated afte December 31, 2002, with earlier adoption encouraged. The Partnership does not expect that thi statement will have a material effect on the Parmership's financial statements. Quantitative and Qualitative Disclosures of Market Risk. The Parmership does not have any financial instruments that would expose it to market risk associate with the risk of loss arising from adverse changes in market rates and prices except for the Partnership loan payable to an affiliate which is subject to changes in the prime rate of interest. / Item 3. Controls and Procedures.. The Registrant's principal executive officer and principal financial officer have, within 90 days oft! filing date of this quarterly report, evaluated the effectiveness of the Registrant's disclosure controls al procedures (as defined in Exchange Act Rules 13a - 14(c)) and have determined that such disclosr controls and procedures are adequate. There have been no significant changes in the Registrant's inter~ controls or in other factors that could significantly affect such internal controls since the date evaluation. Accordingly, no corrective actions have been taken with regard to significant deficiencies material weaknesses. 9 of 18 WINTHROP RESIDENTIAL ASSOCIATES L A LIMITED PARTNERSHIP FORM 10-QSB SEPTEMBER 30~ 2002 Part H - Other Information Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits: 99.1 Supplementary Information Required Pursuant to Section 9.4 of the Partnership Agreement. 99.2 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (b) Reports on Form 8-K: No reports on Form 8-K were filed during the three months ended September 30, 2002. 10 of 18 WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP FORM 10-QSB SEPTEMBER 30~ 2002 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP BY: ONE WINTHROP PROPERTIES, INC. Managing General Partner BY: /s/Michael L. Ashner Michael L. Ashner Chief Executive Officer BY: /s/Thomas C. Staples Thomas C. Staples Chief Financial Officer Dated: November 18, 2002 11 of 18 WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP FORM 10-QSB SEPTEMBER 30~ 2002. CERTIFICATIONS o I, Michael L. Aslmer, certify that: I have reviewed this quarterly report on Form 10-QSB of Winthrop Residential Associates I, A Limited Parmership; Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant is made known to us, particularly during the period in which this quarterly report is being prepared: b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures on our evaluation as of the Evaluation Date; The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 12 of 18 WINTHROP RESIDENTIAL ASSOCIATES Iv A LIMITED PARTNERSHIP FORM 10-QSB SEPTEMBER 30~ 2002, The registrant' s other certifying officers and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: November 18, 2002 /s/Michael L. A~qhner Michael L. Ashner Chief Executive Officer 13 of 18 FoRM 10- SB SEPTEMBER 30 2002 CERTIFICATIONS I, Thomas C. Staples, certify that: I have reviewed this quarterly report on Form 10-QSB of Winthrop Residential Associates I, A Limited Partnership; Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13 a-14 and 15d-14) for the registrant and have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant is made known to us, particularly during the period in which this quarterly report is being prepared: b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the"Evaluati°n Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures on our evaluation as of the Evaluation Date; 's certifying officers and I have disclosed, based on our most recent 5. The registrant other evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant' s ability to record, process, summarize and report financial in internal 'S data and have identified for the registrant auditors any material weaknesses controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 14 of 18 WINTHROP RESIDENTIAL ASSOCIATES I A LIMITED PARTNE1LSHIP FORM 10- SB SEPTEMBER 30 2002 The registrant' s other certifying officers and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: November 18, 2002 /s/Thomas C. Staples ~rhomas C. Staples Chief Financial Officer 15 .of 18 Exhibit Index Exhibit (a) WINTHROP RESIDENTIAL ASSOCIATES Iv A LIMITED PARTNERSHIP FORM 10-QSB SEPTEMBER 30~ 2002 Exhibits: 99.1 Supplementary Information Required Pursuant to Section 9.4 of the Partnership Agreement. 99.2 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 16 of 18 Exhibit 99, WINTHROP RESIDENTIAL ASSOCIATES I A LIMITED PARTNERSHIP FORM 10-QSB SEPTEMBER 30~ 2002. Supplementary Information Required Pursuant to Section 9.4 of the Partnership Agreement Statement of Cash Available for Distribution for the three months ended September 30, 2002: $ 456,000 Net income Add: Proceeds from Local Limited Partnership property sale Equity in loss of Local Limited Partnership Less: Gain from Local Limited Partnership property sale Cash to reserves 550,000 25,000 (506,000) (525,000) Cash Available for Distribution Fees and other compensation paid or accrued by the Partnership to the General Parmers, or their affiliate: during the three months ended September 30, 2002: Entity Receiving Compensation Form of Compensation Amount None 17 of 18 Exhibit 99.2 FORM 10- SB SEPTEMBER 30 2002 CERTIFICATION PURSUANT TO sECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 · ' I, A Limited partnership, (the In connection with the Quarterly Report of Winthrop Residential Assocmtes "Partnership"), on Form 10-QSB for the quarterly period ended September 30, 2002, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned, in the capacities and on the date indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the S arbanes-Oxley Act of 2002, that: (1) the Report fully complies with the requirements of Section 13(a) or 15 (d) of the Securities and Exchange Act of 1934; and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership. /s/Michael L. Ashner Date: November 18, 2002 Michael L. Ashner Chief Executive Officer Date: November 18, 2002 Thomas C. Staples Chief Financial Officer 18 of 18 INVENTORY Estate of Steele, Donald C. also known as Deceased Harriet S. Steele, No. 21 03 0298 Date of Death 3/21/03 Social Security No. 185148033 Personal Representative(s) of the above Estate, deceased, verify that the items appearing in the following inventory include all of the personal assets wherever situate and all of the real estate in the Commonwealth of Pennsylvania of said Decedent, that the valuation placed opposite each item of said inventory represents its fair value as of the date of the Decedent's death, and that Decedent owned no real estate outside the Commonwealth of Pennsylvania except that which appears in a memorandum at the end of this inventory, lANe verify that the statements made in this inventory are true and correct. I/VVe understand that false statements herein made are subject to the penalties of 18 Pa. C.S. Section 4904 relating to unsworn falsification to authorities. Name of Attorney: I.D. No.: Address: Dean A. Weidner, Esquire 06363 508 North Second Street Harrisburg PA 17108 Personal Representative: Harriet S. Steele, Executor Dated December 22, 2003 Telephone: (717/ 234-4182 Description Brokerage Account held with Morgan Stanley TD Waterhouse Account 1,163.7999 shares Total S.A. at $64.15/share Interest in Winthrop Residential Associates I Limited Partnership Cash on hand Ordinary household goods and furnishings (Attach Additional Sheets if necessary) Value 668,706.22 40,206.24 74,657.76 170.00 50.00 1,000.00 ;'Total 828,370.22 NOTE: The Memorandum of real estate outside the Commonwealth of Pennsylvania may, at the election of the personal representative, include the value of each item, but such figures should not be extended into the total of the Inventory. RW-4 Steele, Donald C. Description of Inventory Ordinary clothing 1998 Mercedes-Benz E320 Art Collection Description Continuatio~ of Inventory Page 1 21 Value 03 O298 1,000.00 24,200.00 18,380.00 Subtotal $ 43,580.00 Grand Total $ 828,370.22 BUREAU OF INDIVIDUAL TAXES TNHERTTANCE TAX DIV/STON DEPT. 180601 HARR]~SBURG, PA 17118-060! DEAN A WEIDNER ESQ WIX ETAL PO BOX 845 HBG COMNONNEALTH OF PENNSYLVANIA DEPARTNENT OF REVENUE NOTICE OF INHERITANCE TAX APPRAISENENT, ALLO#ANCE OR DISALLOWANCE OF DEDUCTIONS AND ASSESSNENT OF TAX RE¥-161~? EX AFP (0].-03) - ~: DATE ; ':,:: ~/ii!S ESTATE OF DATE OF DEATH FILE NUHBER '04 FEB 27 P l :01~OUNTY ACN PA zTzO umb na ¢ Co., PA I 02-24-200q STEELE 05-21-2005 21 05-0298 CUMBERLAND 101 Amount: Ramit*t:ad DONALD C HAKE CHECK PAYABLE AND RENZT PAYNENT TO.' REGISTER OF WILLS CUMBERLAND C0 COURT HOUSE CARLISLE, PA 17013 CUT ALONG TH]:S LINE ~ RETAIN LONER PORT]:ON FOR YOUR RECORDS 4 REV-1547 EX AFP (01-03) NOTICE OF INHERITANCE TAX APPRAZSENENT, ALLONANCE OR DISALLOWANCE OF DEDUCT]:ONS AND ASSESSNENT OF TAX ESTATE OF STEELE DONALD C FILE NO. 11 05-0298 ACN 101 DATE 02-24-2004 TAX RETURN HAS: (X) ACCEPTED AS FZLED ( ) CHANGED RESERVATION CONCERNING FUTURE INTEREST - SEE REVERSE APPRAISED VALUE OF RETURN BASED ON: ORIGINAL RETURN 1. Real Estate (Schedule A) (1) 2. S~ocks and Bonds (Schedule B) (2) $. Closely Held S~ock/Partnarship Interas~ (Schedule C) ($) ~. Hor~gagas/No~es Receivable (Schedule D) (~) S. Cash/Bank Daposi~s/Hisc. Personal Proper~y (Schedule E) ($) 6. Jointly Owned Proper~y (Schedule F) (6) 7. Transfers (Schedule G) (7) 8. To,al Assa~s APPROVED DEDUCTIONS AND EXENPTZONS: 9. Funeral Expensas/Adm. Cos~s/Nisc. Expenses (Schedule H) (9) 10. Dab~s/Nor~gaga Liabilities/Liens (Schedule ~) (10) 11. To*al Deductions 12. Na~ Value of Tax Re~urn 785/570.22 170.00 44;650.00 .00 .00 NOTE: To insure proper crad~ ~o your account, subm/~ ~he upper por~on .00 of ~his for. wL~h your ~ax payaan~. Z5~979.99 (S) 854,550.21 24,088.78 6~488.08 (11) 30.576.86 (12) 823,773.35 15. NOTE: Charitable/Governmental Bequests; Non-alec~ad 9113 Trusts (Schedule J) (15) Na~ Value of Es~a~e Sub5ec~ to Tax (lq) Zf an assessment ~as issued previously, ~$nes ~4, ~5 and/or ~6, ~7, reflect figures that include the tote! of ALL returns assessed to date. .00 823,773.$5 18 and 19 ~111 ASSESSNENT OF TAX: 15. Amount: of Line 1~ a~ Spousal ra~a 16. Amoun~ of Line lC~ ~axabla a~ Lineal~Class A rata 17. Amoun~ of Line 1~ a~ Sibling ra~a 18. Amoun~ of Line 1~ ~axabla a~ Collateral/Class B ra~e 19. Principal Tax Due TAX CREDZTS: PAYHENT RECEIP! DISCOUNT (+) DATE NUNBER INTEREST/PEN PAID (-) 06-19-Z005 CD002707 1,236.84 12-22-Z003 CD00~367 . O0 (15) Z73,775.35 x O0 = .00 (16) 550,000.00 x 045= 24,750.00 (17) .00 x 12 = .00 (lB) .00 x 15 = .00 (19)= 24,750.00 AHOUNT PAID 23,500.00 13.16 IF PAID AFTER DATE INDICATED, SEE REVERSE FOR CALCULATION OF ADD/T/ONAL INTEREST. TOTAL TAX CREDIT I 14,750.00 BALANCE OF TAX DUEl .00 INTEREST AND PEN. . O0 TOTAL DUE . O0 ( IF TOTAL DUE IS LESS THAN $1, NO PAYHENT IS REg)UZRED. IF TOTAL DUE IS REFLECTED AS A "CREDIT" (CR), YOU HAY BE A REFUND. SEE REVERSE S/DE OF THIS FORH FOR ZNSTRUCTTONS. RESERVATION: PURPOSE OF NOT[CE: PAYHENT: REFUND (CR): OBJECTIONS: ADHIN- ISTRATIVE CORRECTIONS: DISCOUNT: PENALTY: iNTEREST: Estates of decadents dying on or before December 11, 1982 -- if any future interest in the estate is transferred in possession or enjoyment to Class B (collateral) beneficiaries of the decedent after the expiration of any estate far life or for years, the Commonaealth hereby expressly reserves the right to appraise and assess transfer inheritance Taxes at the lawful Class B (collateral) rate on any such future interest. To fulfill the requirements of Section 2140 of the Inheritance and Estate Tax Act, Act 23 of ZOO0. (7Z P.S. Section 9140). Detach the top portion of this Notice and submit Nith your payment to the Register of Hills printed on the reverse side. --Hake check or money order payable to: REGISTER OF NXLLS, AGENT A refund of a tax credit, which ams nat requested on the Tax Return, may be requested by completing an "Application for Refund of Pennsylvania Xnheritance and Estate Tax" (REV-ISiS). Applications are available at the Office of the Ragistar of Hills, any of the 13 Revenue District Offices, or by calling the special Z4-hour answering service for forms ordering: 1-800-361-Z050; services for taxpayers with special hearing and / or speaking needs: 1-800-447-3010 (TT anXy). Any party in interest not satisfied with the appraisement, allowance, or disallowance of deductions, or assessment of tax (including discount or interest) as sheen on this Notice must object within sixty (60) days of receipt of this Notice by: --written protest to the PA Department of Revenue, Board of Appeals, Dept. ZBIOZ1, Harrisburg, PA 17128-1021, --election to have the matter determined at audit of the account of the personal representative, OR --appeal to the Orphans' Court. OR Factual errors discovered on this assessment should ba addressed in writing to: PA Department of Revenue, Bureau of XndividuaL Taxes, ATTN: Post Assessment Review Unit, Dept. 180601, Harrisburg, PA 17118-0601 Phone (7173 787-6505. See page 5 of the booklet "Instructions far Inheritance Tax Return for a Resident Decedent" (REV-IS01) for an explanation of administratively correctable errors. [f any tax due is paid within three (3) calendar months after the decedent's death, a five percent (513 discount of the tax paid is allowed. The 151 tax amnesty non-participation penalty is computed on the total of the tax and interest assessed, and not paid before January 18, 1996, the first day after the end of the tax amnesty period. This non-participation penalty is appealable in the same manner and in the the same tiaa period as you would appeal the tax and interest that has bean assessed as indicated on this notice. Interest is charged beginning with first day of delinquency, or nine (9) months and one (13 day from the date of death, to the date of payment. Taxes which became delinquent before January l, 1981 bear interest at the rate of six (613 percent per annum calculated at a daily rate of .000164. All taxes which became delinquent on and after January l, 1981 will bear interest at a rate which will vary from calendar year to calendar year with that rate announced by the PA Department of Revenue. The applicable interest rates for 198Z through Z003 are: Interest Daily Interest Daily Interest Daily Year Rate Factor Year Rate Factor Year Rate Factor 1981 ZOZ .000548 1987 91 .000247 1999 71 .O0019Z 1983 161 .000438 1988-1991 111 .000301 ZOO0 82 .000119 1984 llZ .000301 1991 91 .000247 ZOOl 91 .000147 1985 132 .000356 1993-1994 7Z .000191 2002 62 .000164 1986 lOZ .000274 1995-1998 92 .000247 Z003 51 .000137 --Interest is calculated as follows: INTEREST = BALANCE OF TAX UNPATD X NUNBER OF DAYS DELINQUENT X DAILY INTEREST FACTOR --Any Notice issued after the tax becomes delinquent will reflect an interest calculation to fifteen (153 days beyond the date of the assessment. If payment is made after the interest computation date shown on the Notice, additional interest must be calculated. Cumberland County - Register Of Wills One Courthouse Square Carlisle, PA 17013 Phone: (717) 240-6345 Date: 2/02/2005 WEIDNER DEAN A ESQ WIX WENGER & WEIDNER 508 NORTH SECOND ST HARRISBURG, PA 17101 RE: Estate of STEELE DONALD C File Number: 2003-00298 Dear Sir/Madam: It has come to my attention that you have not filed the Status Report by Personal Representative (Rule 6.12) in the above captioned estate. As per the AMENDMENTS TO SUPREME COURT ORPHANS' COURT RULES, NO. 103 SUPREME COURT RULES DOCKET NO.1, for decedents dying on or after July 1, 1992, the personal representative or his counsel, within two (2) years of the decedent's death, shall file with the Register of Wills a Status Report of completed or uncompleted administration. This filing will become delinquent on: 3/21/2005 Your prompt attention to this matter will be appreciated. Thank You. Sincerely, ~t~#lfV~~ GLENDA FARNER STRASBAUGH REGISTER OF WILLS cc: File Personal Representative(s) Judge cJ STATUS REPORT UNDER RULE 6.12 Name of Decedent: DONALD C. STEELE Date of Death: MARCH 21. 2003 Estate No.: 2003-00298 Pursuant to Rule 6.12 of the Supreme Court Orphans' Court Rules, I report the following with respect to completion of the administration of the above-captioned estate: 1. State whether administration of the estate is complete: Yes.lL No 2. If the answer is No, state when the personal representative reasonably believes that the administration will be complete: N/A 3. If the answer to NO.1 is Yes, state the following: a. Did the personal representative file a final account with the Court? Yes No~ b. The separate Orphans' Court No. (if any) for the personal representative's account is: N/A c. Did the personal representative state an account informally to the parties in interest? YesL- No d. Copies of receipts, releases, joinders and approvals of formal or informal accounts may be filed with the Clerk of the Orphans' Court and may be attached to this report. Respectfully submitted, C0 ::X'W~;;;,;2j~~ Dean A. Weidner, Esquire Attorney iD No. 06363 508 North Second Street P.O. Box 845 Harrisburg, PA 17108-0845 (717) 234-4182 Dated: February E, 2005 Counsel for personal representative uf