<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                                   FORM 10-KSB

                  Annual Report Pursuant to Section 13 or 15(d)
                       of Securities Exchange Act of 1934

                                                              Commission File
For the fiscal year ended December 31, 2002                    Number 0-20273
                          -----------------                           --------

                  1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
                  --------------------------------------------
        (Exact name of small business issuer as specified in its charter)

       Delaware                                       04-6613783
-----------------------                     ------------------------------------
(State of organization)                     (I.R.S. Employee Identification No.)

7 Bulfinch Place, Suite 500, P.O. Box 9507, Boston, Massachusetts        02114
-----------------------------------------------------------------        -----
(Address of principal executive offices)                              (Zip Code)

Registrant's telephone number including area code: (617) 570-4600
                                                   --------------

Securities registered pursuant to Section 12(b) of the Act:  None
                                                             ----

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

                     Investor Limited Partnership Interests
                     --------------------------------------
                                (title of class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]

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

Registrant's revenues for its most recent fiscal year were $12,137,567

No market exists for the limited partnership interests of the Registrant, and,
therefore, no aggregate market value can be determined.

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None


<PAGE>


         Certain matters discussed herein are forward-looking statements. We
have based these forward-looking statements on our current expectations and
projections about future events. Certain, but not necessarily all, of such
forward-looking statements can be identified by the use of forward-looking
terminology, such as "believes," "expects," "may," "will," "should,"
"estimates," or "anticipates," or the negative thereof or other variations
thereof or comparable terminology. All forward-looking statements involve known
and unknown risks, uncertainties and other factors which may cause our actual
transactions, results, performance or achievements to be materially different
from any future transactions, results, performance or achievements expressed or
implied by such forward- looking statements. Although we believe the
expectations reflected in such forward-looking statements are based upon
reasonable assumptions, we can give no assurance that our expectations will be
attained or that any deviations will not be material. We disclaim any
obligations or undertaking to publicly release any updates or revisions to any
forward-looking statement contained in this annual report on Form 10-KSB to
reflect any change in our expectations with regard thereto or any change in
events, conditions or circumstances on which any such statement is based.


                                     PART I

Item 1. Business.

Organization

         1999 Broadway Associates Limited Partnership (the "Registrant") is a
Delaware limited partnership which was formed pursuant to a Certificate of
Limited Partnership filed on January 10, 1989 with the Secretary of State of the
State of Delaware for the sole purpose of investing in and operating a 42-story
office tower located at 1999 Broadway, Denver, Colorado (the "Office Tower"),
together with a parking garage located one and one-half blocks northeast of the
Office Tower at 2099 Welton Street, (the "Parking Garage", and together with the
Office Tower, collectively, the "Property"), by acquiring a 99.9% beneficial
interest in 1999 Broadway Partnership, formerly known as 1999 Broadway Joint
Venture (the "Operating Partnership"), a Delaware general partnership which owns
and operates the Property. In connection with the refinancing of the mortgage
encumbering the Property, 1999 Broadway Partnership transferred its interest in
the Property to 1999 Broadway LLC, a Delaware limited liability company (the
"Operating Company"), the members of which are the Operating Partnership and
1999 Broadway, Inc., a Delaware corporation, the sole shareholder of which is
the Operating Partnership. See "Item 2. Description of Properties" below. The
general partner of the Registrant is Winthrop Financial Associates, A Limited
Partnership, a Maryland limited partnership ("WFA" or the "General Partner").
WFA is a real estate investment company in the business of providing asset and
property management services and providing other financial and leasing services.

         The Property has a heavy concentration of tenants in the technology and
telecommunications industries, both of which have been experiencing severe
decline. Notably, Lucent Technologies, which leases in excess of 10% of the
Property, has vacated its space and is

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<PAGE>

marketing it for sublease. Although its lease is not scheduled to expire until
2005, its recent financial reports indicate that the company is experiencing
financial difficulties. In the event that Lucent Technologies files for
bankruptcy, there is a substantial likelihood that its lease with the
Partnership would be rejected. Further, Encoda (formerly JDS Columbine) has
placed two floors of its space in the sublease market. Because of the recent
decline in the Denver real estate market, the Partnership may be unable to find
a new tenant or tenants at rental rates sufficient to generate cash flow
sufficient to meet its debt service obligations.

         The Registrant was initially capitalized with contributions totaling
$999.00 from WFA and $1.00 from its initial limited partner, WFC Realty Co.,
Inc. ("WFC Realty"), a Massachusetts corporation and an affiliate of WFA. As of
July 3, 1990 and pursuant to Memorandum, the Registrant completed its offering
of 460 units of limited partnership interests (collectively, the "Units") in a
private placement pursuant to Regulation D under the Securities Act of 1933, as
amended, raising a total of $46,356,905 in capital contributions from limited
partners (collectively, "Limited Partners").

         Beginning in 1996, the Operating Partnership engaged in a comprehensive
leasing program at the Property. In connection therewith, the Operating
Partnership entered into leases (the "New Leases") during the second half of
1997 for approximately 166,000 square feet of office space at the Office Tower.
In addition, new leases covering 57,521 square feet were entered into during
1998. As a result, since implementation of the comprehensive leasing program,
leases covering 223,521 square feet or approximately 35% of the total square
footage at the Office Tower have been entered into. In order to fund required
tenant improvements under the New Leases, reduce existing indebtedness and
provide working capital, the General Partner determined that it was necessary to
increase the Registrant's equity by means of an offering (the "Offering") of
subscription rights (the "Rights") to Limited Partners to purchase preferred
partnership interests (the "Preferred Units"). The Registrant filed offering
materials with the Securities and Exchange Commission and commenced the offering
during the fourth quarter of 1997. As a result of the offering, the Registrant
received approximately $10,695,000 in net proceeds.

         In connection with the Offering, the Registrant's Partnership Agreement
was amended to provide that the Registrant's annual cash flow would be
distributed: (i) first to the holders of Preferred Units in an amount in cash
equal to a cumulative, non-compounded preferred annual return of 12% on such
holders invested capital of $23,250 per Preferred Unit (the "Annual Return");
(ii) second, 99% to the Limited Partners and 1% to the General Partner until
Limited Partners have received a 6% per annum cumulative, non-compounded return
on their invested capital; and (iii) third, 97% to Limited Partners and 3% to
the General Partner until Limited Partners have received a return of their
invested capital; and (iv) thereafter, 70% to Limited Partners and 30% to the
General Partner. In addition to its Annual Return, each Preferred Unit is
entitled to receive from all Non-Terminating Capital Transactions (as defined in
the Registrant's Partnership Agreement) a distribution equal to the greater of
(i) $46,500 (200% of an investor's original preferred invested capital) or (ii)
an amount equal to $23,250 together with a cumulative, compounded return thereon
of 15%. As a result of the refinancing of the Property in October 2000 and the
Registrant's subsequent distribution to Preferred Unitholders on November 1,
2000

                                       3
<PAGE>

of $11,713,714 ($25,464.60 per unit), the priority distribution was satisfied
and the Preferred Units were retired. See "Insert 2, Description of
Property-Property Information".

         The Operating Partnership, a Delaware general partnership, was formed
on September 28, 1988 for the purpose of acquiring the Property and improving
and operating the Property. The other general partner of the Operating
Partnership is 1999 Broadway Partners L.P., a Delaware limited partnership (the
"Minority Partner") whose general partner is WFA and whose limited partner is
WFC Realty. Initially, the Registrant and the Minority Partner each held a 50%
partnership interest in the Operating Partnership. As the Registrant raised
capital in excess of $23,000,000 from Limited Partners, it contributed such
additional capital to the Operating Partnership, increasing its percentage
interest to 99.9% and reducing the Minority Partner's interest to 0.10%.

         The Registrant's sole business is investing as a 99.9% owner of
beneficial interests in the Operating Partnership. In turn, the Operating
Partnership's sole business was, until October 20, 2000, owning the Property.
Effective, October 20, 2000, the Operating Partnership transferred the Property
to the Operating Company and acquired a 100% interest in the Operating Company
on a fully-diluted basis.

Chapter 11 Reorganization

         During the fall of 1995, the leases of two major tenants of the
Property, comprising approximately 85,000 and 53,000 square feet, expired and
the tenants did not renew largely due to relocation. Combined with other
vacancies at the time, occupancy at the Property as of October 1995 was
approximately 68%. As a result of this vacancy, there was insufficient operating
revenue to meet the Operating Partnership's obligations, including debt service
to the mortgage lender and required tenant improvement and leasing costs, unless
a significant portion of the Registrant's reserves were used. It was the
Registrant's opinion that its reserves would be better utilized attempting to
restructure its mortgage loan, and commenced discussions with the mortgage
lender in an effort to do so in October 1995.

         In November 1995, the Operating Partnership did not make its monthly
mortgage payment on the debt encumbering the Property. Thereafter, the mortgage
lender, through its subsidiary DAG Management, Inc., obtained a court order on
November 14, 1995 to appoint a receiver to collect the rents of the Property and
take control of the management of the Property. The receiver never took
possession of the Property. On November 15, 1995, the Operating Partnership
commenced a voluntary petition for relief under Chapter 11 of the United States
Bankruptcy Code. This action was necessary to retain control of the Property and
its rents and income, and to maintain and preserve the value of the Property to
the Operating Partnership. During the bankruptcy petition period, the Operating
Partnership continued in possession of the Property and operated and managed its
business as a debtor-in-possession.

         The Registrant and the holder of the mortgage on the Property (the
"Lender") reached an agreement pursuant to which the Lender voted in favor of
the Plan of Reorganization (the "Plan") submitted by the Operating Partnership,
which was confirmed by the Bankruptcy Court on

                                       4
<PAGE>

November 13, 1996. The Plan, became effective on February 28, 1997 ("Effective
Date") and provided for the modification of the then existing loan.

         On November 26, 1996 (the "Initial Consummation Date" of the Plan) the
Registrant paid $7,147,000 to the Lender. The initial consummation payment
consisted of a $2,000,000 principal payment, $3,300,000 of accrued interest from
October 1, 1995 to November 26, 1996, a $1,000,000 payment to a reserve fund for
potential debt service shortfalls and to provide funds to lease up the property,
and approximately $847,000 for pre-petition liabilities, other claims of the
lender and costs associated with the reorganization. On February 28, 1997, the
Registrant paid approximately $2,223,000 to the Lender in accordance with the
Plan. This payment included the required $2,000,000 principal payment and
accrued interest from February 1, 1997 through February 28, 1997. See "Item 2.
Description of Properties" for information relating to the refinancing of the
Registrant's indebtedness.

Employees

         The Registrant has no employees. Services are performed for the
Registrant and the Operating Partnership by their respective general partners
and the agents retained by them.

Property Management

         The Operating Partnership has retained as its property manager Winthrop
Management LLC ("Winthrop Management"), an affiliate of WFA. Winthrop Management
provides day-to-day management services for the Property, including collection
of rents, supervision and maintenance of the Property, supervising its leasing
agent, preparing property tax filings and reports and bookkeeping. For its
services, Winthrop Management receives a management fee equal to 5% of gross
revenues from the operation of the Property. The Operating Partnership has
engaged Insignia/ESG as the Office Tower's exclusive leasing agent for new
tenants (an affiliate of WFA remains as the Office Tower's agent for existing
tenants).

Competition

         The real estate business is highly competitive and the Property has
active competition from similar properties in the vicinity. The Registrant is
also competing for potential buyers with respect to the ultimate sale of the
Property. See "Item 6, Management's Discussion and Analysis or Plan of
Operation."



                                       5
<PAGE>


Item 2. Description of Property.

         The Registrant has no properties other than its interest in the
Operating Partnership. The Operating Partnership, through its 100% ownership
interest in the Operating Company, owns the fee simple interest to the Office
Tower and Parking Garage described below.

         The Office Tower. The Office Tower is a premium quality 42-story
limestone and reflective glass office building situated on a 36,299 square foot
triangular site in downtown Denver, Colorado. It was designed by C.W. Fentress &
Associates, P.C., developed by the Lawder Corporation and constructed by Hensel
Phelps Construction Company. Construction was completed in March 1985. The site,
including the Office Tower and the adjacent Holy Ghost Church (the "Church"),
constitutes the entire city block bounded by California on the north, Broadway
on the east, Welton on the south and 19th Street on the west. The Operating
Partnership does not own the Church building or the land directly underlying the
Church. The 36,299 square foot site (excluding the Church) includes an open,
landscaped grass and tree-lined plaza surrounding the Church and finished in
african green granite.

         The Office Tower contains 635,737 net rentable square feet with a
typical floor size of 17,350 net rentable square feet. The Office Tower includes
36 floors of office space (floors 5-28 and 31-43) and four floors housing
mechanical and electrical facilities (floors 3-4 and 29-30), a mezzanine level
dedicated to retail space with additional retail space in the lobby and on the
31st floor. The Office Tower also contains a 55-space sublevel parking garage,
of which 7 spaces are deeded to the Church.

         The Parking Garage. The Parking Garage is located one and one-half
blocks northeast of the Office Tower on a 25,000 square foot rectangular parcel
at 2099 Welton Street, and is improved by an eight-story, 663-space, 197,000
square foot concrete parking facility. The Parking Garage, which is built with
concrete columns and floors on a concrete slab, consists of eight covered levels
and a roof level served by two traction elevators. The Parking Garage includes a
garage manager's office, a cashier's booth and a small restroom. Twenty-four
hour security is provided at the Parking Garage and there is a card access
system which is integrated with the system at the garage at the Office Tower.

Property Information

         On September 23, 1999 the existing mortgage encumbering the Property
was refinanced. The new mortgage in the amount of $37,000,000 replaced
indebtedness of approximately $25,413,000. The mortgage required monthly
payments of interest only and bore interest at 325 basis points over 30-day
LIBOR. The mortgage was scheduled to mature on September 20, 2002

         On October 20, 2000, the Partnership replaced this $37,000,000 mortgage
note payable with a new $50,000,000 mortgage note. The new mortgage is payable
over ten years, maturing on November 1, 2010, with monthly payments of $365,837
representing principal and interest fixed at 7.97%. At maturity, a balloon
payment of approximately $45,032,000 plus accrued interest will be due. In
addition to the monthly debt service payment, the Partnership is required

                                       6
<PAGE>

to pay $147,336 monthly for escrow and reserve accounts. The reserve for tenant
improvements required under the previous mortgage was used towards the payoff of
the previous mortgage. For services rendered in obtaining the new mortgage, an
affiliate of the general partner earned a $125,000 fee.

         The Property has a heavy concentration of tenants in the technology and
telecommunications industries, both of which have been experiencing severe
decline. Notably, Lucent Technologies, which leases in excess of 10% of the
Property, has vacated its space and is marketing it for sublease. Although its
lease is not scheduled to expire until 2005, its recent financial reports
indicate that the company is experiencing financial difficulties. In the event
that Lucent Technologies files for bankruptcy, there is a substantial likelihood
that its lease with the Partnership would be rejected. Further, Encoda (formerly
JDS Columbine) has placed two floors of its space in the sublease market.
Because of the recent decline in the Denver real estate market, the Partnership
may be unable to find a new tenant or tenants at rental rates sufficient to
generate cash flow to meet its debt service obligations.

         The following table sets forth the average annual occupancy rate and
rent per square foot for the Property for the years ended December 31, 2002 and
2001.

                                             Average
                     Year    Occupancy    Rent/Sq. Ft.
                     ----    ---------    ------------

                     2001      96.0%         $19.00
                     2002      86.4%         $19.30


         The decrease in occupancy is attributable to the vacating of space by a
number technology and telecommunications tenants as well as the general decline
in the Denver market.

         The following chart sets forth certain information concerning lease
expirations (assuming no renewals) for the Property:

<TABLE>
<CAPTION>
           Number of Tenants       Aggregate sq/ft.             2002 Rental for             Percentage of Total
           whose Leases Expire     Covered by Expiring Leases   Leases Expiring (1)         Annualized Rental (1)
           -------------------     --------------------------   -------------------         ---------------------
<S>                  <C>                    <C>                      <C>                           <C>
2003                 8                      13,891                   $248,522                      2.400%
2004                 11                    132,054                 $1,603,632                     15.486%
2005                 1                      72,979                 $1,421,985                     13.732%
2006                 2                       3,996                    $97,289                      0.939%
2007                 2                      11,384                   $176,073                      1.700%
2008                 4                     150,199                 $2,360,733                     22.798%
2009                 0                          --                         --                          --
2010                 3                     126,333                 $2,397,806                     23.156%
2011                 1                      34,678                   $694,991                      6.711%
2012                 0                          --                         --                          --
</TABLE>

                                       7
<PAGE>

(1)      Based on actual base rent as of December 31, 2002.

         The following table sets forth those tenants at the Office Tower that,
as of December 31, 2002, occupied more than 10% of the rentable square footage
at the Office Tower, the square feet occupied, the average rent per square feet
for such tenant and the expiration of such tenants lease.

<TABLE>
<CAPTION>
                                                                     Sq. Ft. Rented         Rent/        Lease
Tenant                                 Business                      (% of total)           Sq. Ft.      Expiration
------                                 --------                      ------------           -------      ----------
<S>                                    <C>                           <C>                    <C>          <C>
Encoda (formerly J.D.S. Columbine)     Software Systems              100,420(16%)           $15.80       12/31/08
Lucent Technologies(1)                 Communications                  72,979(12%)          $21.00       12/31/05
                                        Technology
GSA Department of Labor                Government Services             73,584(12%)          $20.15       11/30/10
</TABLE>

(1)      Lucent has vacated the premises and is seeking to sublet space. Lucent
continues to pay its rent.

         Set forth below is a table showing the carrying value, accumulated
depreciation and federal tax basis (in thousands) of the Property as of December
31, 2002.

      Carrying       Accumulated                              Federal Tax
       Value        Depreciation       Rate     Method           Basis
       -----        ------------       ----     ------           -----

    $52,889,000      $25,856,217     7-35 yrs     S/L         $41,329,000

         The realty tax rate and realty taxes paid for the Property in 2002 were
$59.855/1,000 and $896,942 respectively.

Competition

         As noted under "Item 1, Description of Business", the real estate
industry is highly competitive. The Property of the Registrant is subject to
competition from other office buildings in the area.

Capital Improvements

         No significant capital improvements are planned in the near future for
the Property other than tenant improvements which are necessary to the
leasing-up of the Property. In this regard, the Operating Partnership expended
approximately $1,064,053 in 2002 in connection with the tenant improvements and
leasing commissions required under new leases. The Operating Partnership has
budgeted approximately $2,447,964 for tenant improvements and leasing
commissions at the Property in 2003. These budgeted capital improvements are
principally for tenant improvements and leasing commissions.

                                       8
<PAGE>

Insurance

         In the opinion of the Registrant, the Property is adequately insured.

Item 3. Legal Proceedings.

         To the best of the General Partner's knowledge, there are no material
pending legal proceedings to which the Registrant is a party or of which any of
their property is the subject.

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

         No matter was submitted to a vote of security holders during the period
covered by this report.


                                       9
<PAGE>

                                     PART II

Item 5. Market Price for Common Equity and Related Stockholder Matters.

         There is no established public trading market for Units in the
Registrant. Trading in Units is sporadic and occurs through private
transactions. As of March 1, 2003, there were approximately 433 holders of 460
Units.

         The following table sets forth distributions made by the Registrant
during the years ended December 31, 2002 and 2001

                                Aggregate              Per Unit
                                ---------              --------
                 2002            $65,196                $141.73
                 2001                --                     --

See "Item 6, Management's Discussion and Analysis or Plan of Operation," for
further information relating to Registrant's future distributions.

         Affiliates of the General Partner own a total of 55.8375 Units
representing approximately 12.14% of the total Units. A number of these Units
were acquired pursuant to a tender offer made by an affiliate of the General
Partner. It is possible that this affiliate may make additional offers in the
future.

         Over the past few years many companies have begun making "mini-tenders"
(offers to purchase an aggregate of less than 5% of the total outstanding units)
for limited partnership interests in the Registrant. Pursuant to the rules of
the Securities and Exchange Commission, when a tender offer is commenced for
Units the Registrant is required to provide limited partners with a statement
setting forth whether it believes limited partners should tender or whether it
is remaining neutral with respect to the offer. Unfortunately, although the
Securities and Exchange Commission has stated that a copy of any offer should be
sent by the bidder to the Partnership, the rules of the Securities and Exchange
Commission do not require that the bidders in certain tender offers provide the
Registrant with a copy of their offer. As a result, the General Partner often
does not become aware of such offers until shortly before they are scheduled to
expire or even after they have expired. Accordingly, the General Partner does
not have sufficient time to advise you of its position on the tender. In this
regard, please be advised that pursuant to the discretionary right granted to
the General Partner of your partnership in the Partnership Agreement to reject
any transfers of units, the General Partner will not permit the transfer of any
Unit in connection with a tender offer unless: (i) the Registrant is provided
with a copy of the bidder's offering materials, including amendments thereto,
simultaneously with their distribution to the limited partners; (ii) the offer
provides for withdrawal rights at any time prior to the expiration date of the
offer and, if payment is not made by the bidder within 60 days of the date of
the offer, after such 60 day period; and (iii) the offer must be open for at
least 20 business days and, if a material change is made to the offer, for at
least 10 business days following such change.


                                       10
<PAGE>


Item 6. Management's Discussion and Analysis or Plan of Operation

         This item should be read in conjunction with the financial statements
and other items contained elsewhere in the report.

Liquidity and Capital Resources

         The Registrant, through its effectively 99.9% ownership interest in
1999 Broadway LLC (the "Operating Company"), owns a 42-story office tower
located in Denver, Colorado together with a parking garage located one and
one-half blocks northeast of the office tower (collectively, the "Property").
The Operating Company generates rental revenue from the Property and is
responsible for the Property's operating expenses as well as its administrative
costs.

         The Registrant's level of liquidity based on cash and cash equivalents
decreased by $624,000 for the year ended December 31, 2002, as compared to
December 31, 2001. The decrease is due to $1,769,000 of cash used in investing
activities and $463,000 of cash used in financing activities, which were
partially offset by $1,608,000 of cash provided by operating activities. Cash
used in investing activities consisted of $853,000 of cash used for improvements
to real estate, primarily tenant improvements, $458,000 of cash expended on
leasing costs and commissions and an increase of $458,000 in restricted cash.
Cash used in financing activities included $396,000 of mortgage principal
payments and $67,000 in distributions to the partners. The Property is
approximately 86% leased as of December 31, 2002 as compared to 96% at December
31, 2001. At December 31, 2002, the Registrant had $2,292,000 in cash and cash
equivalents, of which approximately $1,441,000 was invested primarily in money
market mutual funds.

         The Partnership's only significant critical accounting policy relates
to the evaluation of the fair value of real estate. The Partnership evaluates
the need for an impairment loss on its real estate assets when indicators of
impairment are present and the undiscounted cash flows are not sufficient to
recover the asset's carrying amount. The impairment loss is measured by
comparing the fair value of the asset to its carrying amount. The evaluation of
the fair value of real estate is an estimate that is susceptible to change and
actual results could differ from those estimates.

         The Property has a heavy concentration of tenants in the technology and
telecommunications industries, both of which have been experiencing severe
decline. Notably, Lucent Technologies, which leases in excess of 10% of the
Property, has vacated its space and is marketing it for sublease. Although its
lease is not scheduled to expire until 2005, its recent financial reports
indicate that the company is experiencing financial difficulties. In the event
that Lucent Technologies files for bankruptcy, there is a substantial likelihood
that its lease with the Partnership would be rejected. Further, Encoda (formerly
JDS Columbine) has placed two floors of its space in the sublease market.
Because of the recent decline in the Denver real estate market, the Partnership
may be unable to find a new tenant or tenants at rental rates sufficient to
generate cash flow in excess of its debt service obligations.

                                       11
<PAGE>

         The sufficiency of existing liquid assets to meet future liquidity and
capital expenditure requirements is directly related to the level of capital
expenditures required at the Property to adequately maintain the physical assets
and the other operating needs of the Operating Company. Such assets are
currently thought to be sufficient for any near-term and long-term needs of the
Operating Company. As of December 31, 2002, the Partnership made $67,000 in
distributions to the partners.

         The Registrant could be affected by declining economic conditions as a
result of various factors that affect the real estate business including the
financial condition of tenants, competition, and increased operating costs,
including insurance costs.

         At this time, it appears that the original investment objective of
capital growth from the inception of the Registrant will not be attained and
that the limited partners will not receive a complete return of their invested
capital. The extent to which invested capital is refunded to the limited
partners is dependent upon the performance of the Property and the market in
which it is located.

Recently Issued Accounting Standards

         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
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 generally
are to be applied prospectively. This statement had no effect on the
Partnership'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

                                       12
<PAGE>

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 Partnership'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 employee severance costs that are associated with a restructuring,
discontinued operation, plant closing or other exit or disposal activity. SFAS
No. 146 is effective prospectively for exit and disposal activities initiated
after December 31, 2002, with earlier adoption encouraged. The Partnership does
not expect that this statement will have a material effect on the Partnership's
financial statements.

         In November 2002, the FASB issued Interpretation No. 45, Guarantors'
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others. The Interpretation elaborates on the
disclosures to be made by a guarantor in its financial statements about its
obligations under certain guarantees that it has issued. It also clarifies that
a guarantor is required to recognize, at the inception of a guarantee, a
liability for the fair value of the obligation undertaken in issuing the
guarantee. This Interpretation does not prescribe a specific approach for
subsequently measuring the guarantor's recognized liability over the term of the
related guarantee. The disclosure provisions of this Interpretation are
effective for the Partnership's December 31, 2002 financial statements. The
initial recognition and initial measurement provisions of this Interpretation
are applicable on a prospective basis to guarantees issued or modified after
December 31, 2002. This Interpretation had no effect on the Partnership's
financial statements.

         In January 2003, the FASB issued Interpretation No. 46, Consolidation
of Variable Interest Entities. This Interpretation clarifies the application of
existing accounting pronouncements to certain entities in which equity investors
do not have the characteristics of a controlling financial interest or do not
have sufficient equity at risk for the entity to finance its activities without
additional subordinated financial support from other parties. The provisions of
the Interpretation will be immediately effective for all variable interests in
variable interest entities created after January 31, 2003, and the Partnership
will need to apply its provisions to any existing variable interests in variable
interest entities by no later than December 31, 2004. The Partnership does not
expect that this will have an impact on the Partnership's consolidated financial
statements.

Results of Operations

         Net loss for the year ended December 31, 2002 was $340,000 as compared
to a net loss of $409,000 for the year ended December 31, 2002. The decrease in
net loss was due to an increase in operating income and a decrease in interest
expense, partially offset by a decrease in interest

                                       13
<PAGE>

income. Operating results, before non-operating income (expense) improved by
$78,000 for the year ended December 31, 2002, as compared to 2001, due to an
increase in revenues of $298,000 which was partially offset by an increase in
expenses of $220,000.

         Revenue increased by $298,000 for the year ended December 31, 2002, as
compared to 2001, due to an increase in rental income of $429,000, which was
partially offset by a decrease in other income of $131,000. Rental income
increased due to an increase in rental rates which was partially offset by a
decrease in occupancy. Other income decreased due to reduced occupancy, which
affected the volume of other billable services provided by the Property,
including the Garage operation.

         Expenses increased by $220,000 for the year ended December 31, 2002, as
compared to 2001, primarily due to increases in repairs and maintenance
($183,000), insurance ($104,000), operating expenses ($64,000), payroll and
payroll expense reimbursements ($20,000), general and administrative costs
($17,000), amortization ($28,000) and management and other fees ($24,000). These
increases were slightly offset by decreases in utilities ($60,000) and
depreciation ($161,000).

         Interest income declined primarily due to a decline in interest rates
and lower cash balances available for investments. Interest expense decreased by
$42,000 due to a decrease in the outstanding balance of the loan. All other
income and expense items remained relatively constant.

Quantitative and Qualitative Disclosures of Market Risk

         The Registrant 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. The Registrant's mortgage note payable at
December 31, 2002 is at a fixed rate of interest.

                                       14
<PAGE>


Item 7. Financial Statements



                  1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP

                        Consolidated Financial Statements

                          Year Ended December 31, 2002

                                Table of Contents


                                                                         Page

Independent Auditors' Report                                              16

Consolidated Financial Statements:

Balance Sheets at December 31, 2002 and 2001                              17

Statements of Operations for the Years Ended
     December 31, 2002 and 2001                                           18

Statements of Partners' Capital for the Years Ended
     December 31, 2002 and 2001                                           19

Statements of Cash Flows for the Years Ended
     December 31, 2002 and 2001                                           20

Notes to Consolidated Financial Statements                                21



                                       15
<PAGE>


                                                    Independent Auditors' Report



To the Partners
1999 Broadway Associates Limited Partnership:


We have audited the accompanying consolidated balance sheets of 1999 Broadway
Associates Limited Partnership (the "Partnership") and its subsidiary as of
December 31, 2002 and 2001, and the related consolidated statements of
operations, partners' deficit and cash flows for the years then ended. These
consolidated financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of 1999
Broadway Associates Limited Partnership and its subsidiary as of December 31,
2002 and 2001, and the results of their operations and their cash flows for the
years then ended in conformity with accounting principles generally accepted in
the United States of America.




                                                   /s/ Imowitz Koenig & Co., LLP

New York, N.Y.
February 3, 2003


                                       16
<PAGE>

                  1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP

                           CONSOLIDATED BALANCE SHEETS
                        (In Thousands, Except Unit Data)

<TABLE>
<CAPTION>

                                                                          DECEMBER 31,
                                                                    -----------------------
                                                                      2002           2001
                                                                    --------       --------
<S>                                                                 <C>            <C>
ASSETS

Real Estate, at cost:
    Land                                                            $  1,700       $  1,700
    Building and improvements, net of accumulated
       depreciation of $25,856 (2002) and $23,364 (2001)              27,236         28,875
                                                                    --------       --------

                                                                      28,936         30,575
Other Assets:

    Cash and cash equivalents                                          2,292          2,916
    Restricted cash                                                    3,175          2,717
    Other assets                                                         519            515
    Deferred rent receivable                                           2,295          2,001
    Deferred costs, net of accumulated amortization
        of $2,510 (2002) and $1,942 (2001)                             2,173          2,283
                                                                    --------       --------

               Total Assets                                         $ 39,390       $ 41,007
                                                                    ========       ========

LIABILITIES AND PARTNERS' DEFICIT

Liabilities:

    Mortgage loan payable                                           $ 49,204       $ 49,600
    Accrued interest payable                                             338            340
    Accounts payable and accrued expenses                              1,278          1,588
    Deferred lease termination fee                                       743          1,303
    Payable to related party                                             325            243
    Security deposits                                                    109            133
                                                                    --------       --------

               Total Liabilities                                      51,997         53,207
                                                                    --------       --------


Partners' Deficit:

    Investor limited partners' deficit (460 units outstanding)       (10,925)       (10,522)
    General partner's deficit                                         (1,682)        (1,678)
                                                                    --------       --------

               Total Partners' Deficit                               (12,607)       (12,200)
                                                                    --------       --------

               Total Liabilities and Partners' Deficit              $ 39,390       $ 41,007
                                                                    ========       ========

</TABLE>


                 See notes to consolidated financial statements.

                                       17
<PAGE>
                  1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                        (In Thousands, Except Unit Data)
<TABLE>
<CAPTION>

                                                                      YEARS ENDED
                                                                       DECEMBER 31,
                                                                 -----------------------
                                                                   2002           2001
                                                                 --------       --------
<S>                                                              <C>            <C>
Revenues:
    Rental income                                                $ 11,675       $ 11,246
    Other income                                                      463            594
                                                                 --------       --------

               Total revenues                                      12,138         11,840
                                                                 --------       --------

Expenses:
    Real estate taxes                                                 825            824
    Payroll and payroll expense reimbursements                        817            797
    Operating expenses                                                703            639
    Repairs and maintenance                                         1,059            876
    Utilities                                                         834            894
    Management and other fees                                         794            770
    General and administrative costs                                  263            246
    Insurance                                                         183             79
    Depreciation                                                    2,492          2,653
    Amortization                                                      534            506
                                                                 --------       --------

               Total expenses                                       8,504          8,284
                                                                 --------       --------

Operating income                                                    3,634          3,556

Non-operating income (expenses):
    Interest income                                                    51            102
    Interest expense                                               (4,025)        (4,067)
                                                                 --------       --------

Net loss                                                         $   (340)      $   (409)
                                                                 ========       ========

Net loss allocated:

    General Partner                                              $     (3)      $     (4)

    Investor Limited Partners                                        (337)          (405)
                                                                 --------       --------

Net loss                                                         $   (340)      $   (409)
                                                                 ========       ========

Net loss allocated per unit:

    Investor Limited Partners                                    $(732.61)      $(880.43)
                                                                 ========       ========

Distribution per unit of Investor Limited Partners interest      $ 143.48       $   --
                                                                 ========       ========
</TABLE>

                 See notes to consolidated financial statements.


                                       18
<PAGE>
                  1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP

                  CONSOLIDATED STATEMENTS OF PARTNERS' DEFICIT

                     YEARS ENDED DECEMBER 31, 2002 AND 2001
                        (In Thousands, Except Unit Data)

<TABLE>
<CAPTION>

                                 Units of      Investor
                                  Limited      Limited         General
                                Partnership    Partners'      Partner's
                                 Interest      Deficit         Deficit         Total
                                -----------    --------       ---------      --------

<S>                             <C>            <C>            <C>            <C>
Balance - January 1, 2001             460      $(10,117)      $ (1,674)      $(11,791)

Net loss                               --          (405)            (4)          (409)
                                 --------      --------       --------       --------

Balance - December 31, 2001           460       (10,522)        (1,678)       (12,200)

Net loss                               --          (337)            (3)          (340)

Partners' distribution                 --           (66)            (1)           (67)
                                 --------      --------       --------       --------

Balance - December 31, 2002           460      $(10,925)      $ (1,682)      $(12,607)
                                 ========      ========       ========       ========
</TABLE>


                 See notes to consolidated financial statements.


                                       19
<PAGE>

                  1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In Thousands)

<TABLE>
<CAPTION>

                                                                               YEARS ENDED
                                                                                DECEMBER 31,
                                                                           ---------------------
                                                                            2002          2001
                                                                           -------       -------
<S>                                                                        <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss                                                                   $  (340)      $  (409)
Adjustments to reconcile net loss to net cash provided by
    operating activities:
         Depreciation and amortization                                       3,060         3,193
         Deferred rent receivable                                             (294)         (641)
         Changes in assets and liabilities:
              Other assets                                                      (4)          262
              Accounts payable, accrued expenses, payable to
                  related party and security deposits                         (252)         (952)
              Accrued interest payable                                          (2)            8
              Deferred lease termination fee                                  (560)        1,303
                                                                           -------       -------

               Net cash provided by operating activities                     1,608         2,764
                                                                           -------       -------

CASH FLOWS FROM INVESTING ACTIVITIES:

Additions to building and improvements                                        (853)       (1,050)
Restricted cash                                                               (458)       (1,334)
Deferred costs                                                                (458)         (299)
                                                                           -------       -------

               Cash used in investing activities                            (1,769)       (2,683)
                                                                           -------       -------

CASH FLOWS FROM FINANCING ACTIVITIES:

Principal payments on mortgage loan                                           (396)         (366)
Distributions to partners                                                      (67)         --
                                                                           -------       -------

               Cash used in financing activities                              (463)         (366)
                                                                           -------       -------

Net Decrease in Cash and Cash Equivalents                                     (624)         (285)

Cash and Cash Equivalents at Beginning of Year                               2,916         3,201
                                                                           -------       -------

Cash and Cash Equivalents at End of Year                                   $ 2,292       $ 2,916
                                                                           =======       =======

Supplemental Disclosure of Cash Flow Information:
    Cash paid for interest                                                 $ 3,993       $ 4,025
                                                                           =======       =======
</TABLE>

                 See notes to consolidated financial statements.


                                       20
<PAGE>

                  1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2002 AND 2001


Note 1 -   ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

           Organization

           1999 Broadway Associates Limited Partnership (the "Investor
           Partnership") was formed January 10, 1989 under the laws of the State
           of Delaware for the purpose of acquiring a general partnership
           interest in 1999 Broadway Partnership (the "Operating Partnership").
           The Operating Partnership was formed to acquire and operate a
           42-story, 635,737 (net rentable) square foot office tower (the
           "Office Tower") known as 1999 Broadway, as well as an eight-story
           parking garage (the "Garage"), which are both located in downtown
           Denver, Colorado. The Office Tower, together with the Garage (the
           "Property"), was acquired on September 30, 1988 for $83,000,000. On
           October 20, 2000, in connection with the refinancing of the mortgage
           encumbering the Property, the Operating Partnership transferred its
           interest in the property to 1999 Broadway LLC, a Delaware limited
           liability company ("the Operating Company"), the members of which are
           the Operating Partnership and 1999 Broadway Inc., a Delaware
           corporation, the sole shareholder of which is the Operating
           Partnership. The Investor Partnership, the Operating Partnership and
           the Operating Company are collectively referred to as the
           "Partnerships". The general partner of the Investor Partnership is
           Winthrop Financial Associates, A Limited Partnership ("WFA" or
           "General Partner").

           The general partners of the Operating Partnership are the Investor
           Partnership, which holds a 99.9% general partnership interest, and
           1999 Broadway Partners, L.P. which holds a .1% general partnership
           interest. The Investor Partnership will terminate on December 31,
           2038, or earlier upon the occurrence of certain events specified in
           the partnership agreement.

           In accordance with the partnership agreement losses are allocated 1%
           to the General Partner and 99% to the Limited Partners. Net income is
           allocated 3% to the General Partner and 97% to the limited partners.
           Cash flow is distributed 99% to the limited partners and 1% to the
           General Partner until the limited partners have received an amount
           equal to an annual 6% per annum noncumulative, noncompounded return
           on their invested capital and the balance, if any, 97% to the limited
           partners, and 3% to the General Partner.

           Principles of Consolidation

           The accompanying financial statements reflect the accounts of the
           Investor Partnership consolidated with its controlled subsidiaries.
           All significant intercompany transactions and balances have been
           eliminated.

                                       21
<PAGE>

                  1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2002 AND 2001
                                   (Continued)


Note 1 -   ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
           (Continued)

           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 reported in the financial statements and accompanying notes.
           Actual results could differ from those estimates.

           Real Estate

           Real estate is carried at cost, adjusted for depreciation and
           impairment of value. Acquisition fees are capitalized as a cost of
           real estate. The Partnership records impairment losses for long-lived
           assets used in operations when indicators of impairment are present
           and the undiscounted cash flows are not sufficient to recover the
           asset's carrying amount. The impairment loss is measured by comparing
           the fair value of the asset to its carrying amount.

           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.

           Concentration of Credit Risk

           The Partnership maintains cash balances at institutions insured up to
           $100,000 by the Federal Deposit Insurance Corporation. Balances in
           excess of $100,000 are usually invested in money market accounts,
           secured by United States Treasury obligations. Cash balances exceeded
           these insured levels during the year. As of December 31, 2002, the
           Partnership had approximately $1,441,000 invested in money market
           accounts which are included in cash and cash equivalents.

           Depreciation

           The Partnership provides for depreciation of real property using the
           straight-line method over an estimated useful life of 35 years for
           building and improvements and seven years for furnishings. Tenant
           improvements are depreciated by the straight-line method over the
           life of the respective tenant's lease.



                                       22
<PAGE>

                  1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2002 AND 2001
                                   (Continued)


Note 1 -   ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
           (Continued)

           Deferred Rent Receivable

           The Partnership leases space to tenants under various lease terms.
           For leases containing fixed rental increases during their term, rents
           are recognized on a straight-line basis over the term of the leases.
           For all other leases, rents are recognized over the term of the
           leases as earned.

           Deferred Costs

           Financing costs and leasing costs are capitalized and amortized using
           the straight-line method over the term of the related agreements.
           Financing costs are amortized as interest expense.

           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.

           Advertising

           The Partnership expenses the cost of advertising as incurred.
           Advertising expenses of approximately $85,000 and $49,000 were
           incurred for the years ended December 31, 2002 and 2001,
           respectively, and are included in general and administrative
           expenses.

           Disclosures About the Fair Value of Financial Instruments

           Financial instruments held by the Partnership as of December 31, 2002
           and 2001, consist primarily of cash and cash equivalents, short-term
           trade receivables and payables, for which the carrying amounts
           approximate fair values due to the short-term maturity of these
           instruments, and long-term debt. The fair value of the Partnership's
           long-term debt is approximately $54,082,000 at December 31, 2002.

           Recently Issued Accounting Standards

           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

                                       23
<PAGE>
                  1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2002 AND 2001
                                   (Continued)


Note 1 -   ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
           (Continued)

           Recently Issued Accounting Standards (Continued)

           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 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 generally are to be applied prospectively. This statement
           had no effect on the Partnership'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 Partnership'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 employee
           severance costs that are associated with a restructuring,
           discontinued operation, plant closing or other exit or disposal
           activity. SFAS No. 146 is effective prospectively for exit and
           disposal activities initiated after December 31, 2002, with earlier
           adoption encouraged. The Partnership

                                       24
<PAGE>
                  1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2002 AND 2001
                                   (Continued)


Note 1 -   ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
           (Continued)

           Recently Issued Accounting Standards (Continued)

           does not expect that this statement will have a material effect on
           the Partnership's financial statements.

           In November 2002, the FASB issued Interpretation No. 45, Guarantors'
           Accounting and Disclosure Requirements for Guarantees, Including
           Indirect Guarantees of Indebtedness of Others. The Interpretation
           elaborates on the disclosures to be made by a guarantor in its
           financial statements about its obligations under certain guarantees
           that it has issued. It also clarifies that a guarantor is required to
           recognize, at the inception of a guarantee, a liability for the fair
           value of the obligation undertaken in issuing the guarantee. This
           Interpretation does not prescribe a specific approach for
           subsequently measuring the guarantor's recognized liability over the
           term of the related guarantee. The disclosure provisions of this
           Interpretation are effective for the Partnership's December 31, 2002
           financial statements. The initial recognition and initial measurement
           provisions of this Interpretation are applicable on a prospective
           basis to guarantees issued or modified after December 31, 2002. This
           Interpretation had no effect on the Partnership's financial
           statements.

           In January 2003, the FASB issued Interpretation No. 46, Consolidation
           of Variable Interest Entities. This Interpretation clarifies the
           application of existing accounting pronouncements to certain entities
           in which equity investors do not have the characteristics of a
           controlling financial interest or do not have sufficient equity at
           risk for the entity to finance its activities without additional
           subordinated financial support from other parties. The provisions of
           the Interpretation will be immediately effective for all variable
           interests in variable interest entities created after January 31,
           2003, and the Partnership will need to apply its provisions to any
           existing variable interests in variable interest entities by no later
           than December 31, 2004. The Partnership does not expect that this
           will have an impact on the Partnership's consolidated financial
           statements.


                                       25
<PAGE>

                  1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2002 AND 2001
                                   (Continued)


Note 2 -   DEFERRED COSTS

           The following is a summary of deferred costs as of December 31:
<TABLE>
<CAPTION>

                                             Period           2002             2001
                                         --------------    -----------      -----------

             <S>                         <C>               <C>              <C>
             Mortgage loan fees          Mortgage term     $   340,000      $   340,000
             Lease commissions           Lease term          4,220,000        3,767,000
             Lease costs                 Lease term            123,000          118,000
                                                           -----------      -----------
                                                             4,683,000        4,225,000

             Accumulated amortization                       (2,510,000)      (1,942,000)
                                                           -----------      -----------
                                                           $ 2,173,000        2,283,000
                                                           ===========      ===========
</TABLE>

Note 3 -   MORTGAGE LOAN PAYABLE

           The Property is encumbered by a mortgage loan that had a principal
           balance due as of December 31, 2002 of $49,204,000. The loan is
           payable over ten years and requires monthly payments of $365,837
           representing principal and interest fixed at 7.97%. At November 1,
           2010, the date of maturity, a balloon payment of approximately
           $45,032,000 plus accrued interest will be due. In addition to the
           monthly debt service payment, the Partnership is required to pay
           $147,336 monthly for escrow and reserve accounts.

           The following is a summary of scheduled principal maturities, by
           year, under the debt securing the Partnership's property:

                    Year                                        Amount
                    ----                                        ------
                    2003.................................... $   430,000
                    2004....................................     455,000
                    2005....................................     504,000
                    2006....................................     546,000
                    2007....................................     592,000
                    Thereafter..............................  46,677,000
                                                             -----------
                    Total................................... $49,204,000
                                                             ===========

                                       26
<PAGE>

                  1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2002 AND 2001
                                   (Continued)


Note 4 -   DEFERRED LEASE TERMINATION FEE

           On December 12, 2001, the Partnership received a lease termination
           payment of $1,303,000 from a tenant. This payment has been deferred
           and is being amortized into income for financial statement purposes
           until such time as a new tenant occupies the vacated space. During
           the year 2002, $560,000 was amortized into rental income. As a
           condition for accepting the lease termination payment, the mortgage
           holder required the Partnership to deposit the payment into the
           mortgage reserve account.

Note 5 -   RELATED PARTY TRANSACTIONS

           The Partnership has incurred charges and made commitments to
           companies affiliated by common ownership and management with WFA.
           Related party transactions with WFA and its affiliates include the
           following:

           a.   The Partnership pays or accrues to an affiliate of WFA an annual
                property management fee equal to 5% of cash receipts. Management
                fees of approximately $581,000 and $569,000 were incurred for
                the years ended December 31, 2002 and 2001, respectively.

           b.   The Partnership pays or accrues to WFA an annual partnership
                administration and investor services fee of $100,000, which,
                since 1990, has been increased annually by 6% to its present
                level of approximately $213,000. Fees of approximately $213,000
                and $201,000 were paid for the years ended December 31, 2002 and
                2001, respectively.

           c.   The Partnership pays or accrues to an affiliate of the General
                Partner a construction management fee equal to 5% of the
                aggregate cost of each applicable construction project. Fees of
                $32,000 and $42,000 were incurred during the years ended
                December 31, 2002 and 2001, respectively, and have been
                capitalized to the cost of building and improvements.

           d.   During the year ended December 31, 2002, the General Partner
                received a $1,000 distribution of cash flow from operations.

Note 6 -   MINIMUM FUTURE RENTAL REVENUES

           The Partnership leases office space to various tenants under a
           variety of terms, including escalation provisions, renewal options
           and obligations of the tenants to reimburse operating expenses.

                                       27
<PAGE>

                  1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2002 AND 2001
                                   (Continued)


Note 6 -   MINIMUM FUTURE RENTAL REVENUES (Continued)

           The aggregate future minimum fixed lease payments receivable under
           noncancellable leases at December 31, 2002, are as follows:

                     2003                   $11,784,000
                     2004                    11,059,000
                     2005                    10,065,000
                     2006                     8,515,000
                     2007                     8,506,000
                     Thereafter              20,382,000
                                            -----------
                                            $70,311,000
                                            ===========


           The Partnership received more than 10% of its lease revenue from
           three tenants in 2002 and from four tenants in 2001. During 2002, the
           Partnership's three largest tenants collectively accounted for
           approximately 49% of the total rental revenue. During 2001, the
           Partnership's four largest tenants collectively accounted for
           approximately 56% of the total rental revenue.

Note 7 -   PARTNERS' DISTRIBUTIONS

           During the year ended December 31, 2002, the Partnership distributed
           $66,000 ($143.48 per unit) of cash from operations to the limited
           partners and $1,000 to the General Partner. There were no
           distributions of cash for the year ended December 31, 2001.

Note 8 -   RECONCILIATION TO INCOME TAX METHOD OF ACCOUNTING

           The differences between the accrual method of accounting for income
           tax reporting and the accrual method of accounting used in the
           consolidated financial statements are as follows:

           (In Thousands)
                                                               2002        2001
                                                              ------     -------
           Net loss - financial statements                    $(340)     $ (409)
               Differences resulted from:
                  Depreciation                                  719         917
                  Lease Termination Fee                        (560)      1,303
                  Prepaid Rents                                (294)       (637)
                  Rental Revenue                               (215)        148
                  Capitalized Interest                           68          84
                  Other                                          (2)        (27)
                                                              ------     ------
                  Net (loss) income for tax purposes          $(624)     $1,379
                                                              ======     ======

                                       28
<PAGE>

                  1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2002 AND 2001
                                   (Continued)

Note 9 -   SEGMENT INFORMATION

           The Partnership has two reportable segments, the Office Tower and the
           Garage. The Partnership evaluates performance based on net operating
           income, which is income before depreciation, amortization, interest
           and non-operating items.

           Segment information for the years 2002 and 2001 is shown in the
           tables below (in thousands). The "Other" column includes partnership
           administrative items and income and expense not allocated to a
           reportable segment.

<TABLE>
<CAPTION>
                                    Office        Parking
                                     Tower         Garage          Other        Total
                                   --------       --------        ------       --------
<S>                                  <C>               <C>         <C>           <C>
2002

Rental income                      $ 11,675       $     --        $   --       $ 11,675
Other income                             81            382            --            463
Interest income                          42             --             9             51
Interest expense                      3,896            129            --          4,025
Depreciation and amortization         2,980             46            --          3,026
Segment profit (loss)                  (291)           207          (256)          (340)
Total assets                         37,343            961         1,086         39,390
Capital expenditures                    853             --            --            853

2001

Rental income                      $ 11,246       $     --        $   --       $ 11,246
Other income                            165            429            --            594
Interest income                          88             --            14            102
Interest expense                      3,935            132            --          4,067
Depreciation and amortization         3,113             46            --          3,159
Segment profit (loss)                  (375)           251          (285)
Total assets                         39,738          1,006           263         41,007
Capital expenditures                  1,050             --            --          1,050
</TABLE>


                                       29
<PAGE>



Item 8.    Changes in and Disagreements with Accountants on Accounting and
           Financial Disclosure.


           There were no disagreements with Imowitz Koenig & Co., LLP regarding
the 2002 or 2001 audits of the Partnership's financial statements.




                                       30
<PAGE>


                                    PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons;
         Compliance with Section 16(a) of the Exchange Act.

         The Registrant has no directors or executive officers. The general
partner of the Registrant is WFA. WFA manages and controls substantially all of
Registrant's affairs and has general responsibility and ultimate authority in
all matters affecting its business. As of March 1, 2002, the names of the
executive officers of WFA and the position held by each of them, are as follows:


                        Position Held with the         Has Served as a Director
Name                   Managing General Partner            or Officer Since
----                   ------------------------            ----------------

Michael L. Ashner    Chief Executive Officer                       1-96

Thomas C. Staples    Chief Financial Officer                       1-99

Peter Braverman      Executive Vice President                      1-96

Carolyn Tiffany      Chief Operating Officer and Clerk            10-95

         Michael L. Ashner, age 50, has been the Chief Executive Officer of
Winthrop Financial Associates, A Limited Partnership ("WFA") and the Managing
General Partner since January 15, 1996. Since August 19, 2002, Mr. Ashner has
also served as the Chief Executive Officer of Shelbourne Properties I Inc.,
Shelbourne Properties II Inc. and Shelbourne Properties III Inc. (collectively,
the "Shelbourne REITs"), three publicly traded real estate investment trusts.
Mr. Ashner currently serves as a director of each of the Shelbourne REITs, Great
Bay Hotel and Casino Inc., and NBTY, Inc.

         Thomas C. Staples, age 47, has been the Chief Financial Officer of WFA
since January 1, 1999. From March 1996 through December 1998, Mr. Staples was
Vice President/Corporate Controller of WFA.

         Peter Braverman, age 51, has been a Vice President of WFA and the
Managing General Partner since January 1996. Since August 19, 2002, Mr.
Braverman has also served as the Executive Vice President of each of the
Shelbourne REITs. Mr. Braverman serves as a director of the Shelbourne REITs.

         Carolyn Tiffany, age 36, has been employed with WFA since January 1993.
Since December 1997, Ms. Tiffany has served as the Chief Operating Officer of
WFA. In addition, since August 19, 2002, Ms. Tiffany has served as the Chief
Financial Officer of each of the Shelbourne REITs.



                                       31
<PAGE>

         One or more of the above persons are also directors or officers of a
general partner (or general partner of a general partner) of the following
limited partnerships which either have a class of securities registered pursuant
to Section 12(g) of the Securities and Exchange Act of 1934, or are subject to
the reporting requirements of Section 15(d) of such Act: Winthrop Partners 79
Limited Partnership; Winthrop Partners 80 Limited Partnership; Winthrop
Residential Associates I, A Limited Partnership; Winthrop Residential Associates
II, A Limited Partnership; Winthrop Residential Associates III, A Limited
Partnership; Nantucket Island Associates Limited Partnership; Presidential
Associates I Limited Partnership; Riverside Park Associates Limited Partnership;
Springhill Lake Investors Limited Partnership; Twelve AMH Associates Limited
Partnership; Winthrop California Investors Limited Partnership; Winthrop Growth
Investors I Limited Partnership; and Fairfield Inn by Marriott Limited
Partnership.

         In addition, each of the foregoing officers and directors hold similar
positions with Newkirk MLP Corp., GFB-AS Manager Corp. and AP-PCC III, L.P.,
entities that through one or more subsidiaries manage over 200 limited
partnerships that hold title to real property including, commercial properties,
residential properties and assisted living facilities.

         Except as indicated above, neither the Partnership nor the Managing
General Partner has any significant employees within the meaning of Item 401(b)
of Regulation S-B. There are no family relationships among the officers and
directors of the Managing General Partner.

         Based solely upon a review of Forms 3 and 4 and amendments thereto
furnished to the Registrant under Rule 16a-3(e) during the Registrant's most
recent fiscal year and Forms 5 and amendments thereto furnished to the
Registrant with respect to its most recent fiscal year, the Registrant is not
aware of any director, officer, beneficial owner of more than ten percent of the
units of limited partnership interest in the Registrant that failed to file on a
timely basis, as disclosed in the above Forms, reports required by section 16(a)
of the Exchange Act during the most recent fiscal year or prior fiscal years.

Item 10. Executive Compensation.

         Registrant is not required to and did not pay any compensation to the
officers or partners of the General Partner. The General Partner does not
presently pay any compensation to any of its officers or partners (See "Item 12,
Certain Relationships and Related Transactions").

Item 11. Security Ownership of Certain Beneficial Owners and Management

         (a) Security Ownership of Certain Beneficial Owners. The Registrant has
issued and outstanding Units of Limited Partnership Interests (the "Units") and
Preferred Units of Limited Partnership Interests (the "Preferred Units"). The
Units and the Preferred Units are not voting securities, except that the consent
of the holders of the Units is required to approve or disapprove certain
transactions, including the removal of a General Partner and the amendment of
the Registrant partnership agreement. In addition, the requisite consent of the
holders of Units and Preferred Units, voting as one class, is required to
approve the sale of all or substantially all of

                                       32
<PAGE>

the assets of the Registrant in a single or related series of transactions.
Except as set forth in (b) below, no holder of Units owns beneficially more than
5% of the Units.

         (b) Security Ownership of Management. The following table sets forth
the ownership interest of affiliates of the General Partner in the Partnership.

                                           Number of                  Percent of
Holder                                    Units Held                  Units Held
------                                    ----------                  ----------

Win Partner Interest LLC                      30.1000                      6.54%
Win Partner Interest II LLC                   23.9875                      5.21%
Bronco LLC                                     1.6450                        <1%
Cabo Associates LLC                            0.1050                        <1%


The principal business address of each of the foregoing is 7 Bulfinch Place,
Suite 500, Boston, Massachusetts 02114.

         (c) Changes in Control. There exists no arrangement, known to the
Registrant, which would result in a change in control of the Registrant.

Item 12. Certain Relationships and Related Transactions.

         The officers and partners of WFA receive no remuneration or other
compensation from the Registrant or the Operating Partnership.

         Under the terms of the Registrant's partnership agreement, the General
Partner and its affiliates are entitled to receive various fees, commissions,
cash distributions, allocations of taxable income and loss and expense
reimbursements from the Registrant.

                                       33
<PAGE>

         The following table sets forth the amounts of fees, commissions and
cash distributions which the Registrant or the Operating Partnership paid to or
accrued to the account of the General Partner or its affiliates for the years
ended December 31, 2001 and 2002:

<TABLE>
<CAPTION>

Entity                                 Compensation                              2001           2002
------                                 ------------                              ----           ----
<S>                                   <C>                                      <C>            <C>
Winthrop Financial                     Annual Partnership Investor             $201,000       $213,000
 Associates                            Service Fee


Winthrop Financial Associates          Cash Distributions                            --             --


Winthrop Management LLC                Management Fee                          $569,000       $581,000

Winthrop Management LLC                Construction, Supervision, Legal         $42,000        $32,000
                                       and Leasing Fees

</TABLE>

         See "Item 7, Financial Statements - Note 4" for additional information
with respect to related party transactions.

Item 13. Controls and Procedures

         The General Partner's principal executive officer and principal
financial officer have, within 90 days of the filing date of this annual report,
evaluated the effectiveness of the Registrant's disclosure controls and
procedures (as defined in Exchange Act Rules 13a - 14(c) and have determined
that such disclosure controls and procedures are adequate. There have been no
significant changes in the Registrant's internal controls or in other factors
that could significantly affect such internal controls since the date of
evaluation. Accordingly, no corrective actions have been taken with regard to
significant deficiencies or material weaknesses.

Item 14. Exhibits and Reports on Form 8-K.

         (a) Exhibits - The Exhibits listed in the accompanying Index to
Exhibits are filed as a part of this Annual Report and incorporated in this
Annual Report as set forth in said index.

         (b) Reports on Form 8-K:

         No reports on Form 8-K were filed during the last quarter covered by
this report.

                                       34
<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf of the undersigned, thereunto duly authorized.



                                    1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP

                                    By: WINTHROP FINANCIAL ASSOCIATES,
                                        A LIMITED PARTNERSHIP,
                                        Managing General Partner

                                        By: /s/ Michael L. Ashner
                                            -------------------------
                                            Michael Ashner
                                            Chief Executive Officer

                                            Date: March 28, 2003

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


Signature/Name          Title                             Date
--------------          -----                             ----

/s/ Michael Ashner      Chief Executive Officer           March 28, 2003
------------------
Michael Ashner

/s/ Thomas Staples      Chief Financial Officer           March 28, 2003
-------------------
Thomas Staples


                                       35
<PAGE>


                  1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
                          FORM 10-KSB DECEMBER 31, 2002

                                 CERTIFICATIONS

         I, Michael L. Ashner, certify that:

     1.  I have reviewed this annual report on Form 10-KSB of 1999 Broadway
         Associates Limited Partnership;

     2.  Based on my knowledge, this annual 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 annual report;

     3.  Based on my knowledge, the financial statements, and other financial
         information included in this annual 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 annual report;

     4.  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 annual 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 annual report (the "Evaluation Date"); and

         c)   presented in this annual report our conclusions about the
              effectiveness of the disclosure controls and procedures on our
              evaluation as of the Evaluation Date;

     5.  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,

                                       36
<PAGE>

              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

     6.  The Registrant's other certifying officers and I have indicated in this
         annual 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: March 28, 2003                        /s/ Michael L. Ashner
                                            -----------------------
                                            Michael L. Ashner
                                            Chief Executive Officer


                                       37
<PAGE>


                  1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
                          FORM 10-KSB DECEMBER 31, 2002

                                 CERTIFICATIONS

                  I, Thomas Staples, certify that:

     1.  I have reviewed this annual report on Form 10-KSB of 1999 Broadway
         Associates Limited Partnership;;

     2.  Based on my knowledge, this annual 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 annual report;

     3.  Based on my knowledge, the financial statements, and other financial
         information included in this annual 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 annual report;

     4.  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 annual 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 annual report (the "Evaluation Date"); and

         c)   presented in this annual report our conclusions about the
              effectiveness of the disclosure controls and procedures on our
              evaluation as of the Evaluation Date;

     5.  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,

                                       38
<PAGE>

              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

     6.  The Registrant's other certifying officers and I have indicated in this
         annual 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: March 28, 2003                          /s/ Thomas Staples
                                              -----------------------
                                              Thomas Staples
                                              Chief Financial Officer


                                       39
<PAGE>

                                                   EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number                                    Document                                                     Page
------                                    --------                                                     ----

<S>       <C>                                                                                           <C>
3 (a)     Certificate of Limited Partnership of 1999 Broadway Associates Limited Partnership, filed     (1)
          on January 10, 1989

4 (a)     Amended and Restated Limited Partnership Agreement of 1999 Broadway Associates Limited        (1)
          Partnership, dated as of September 22, 1989

4 (b)     Amended and Restated Partnership Agreement of 1999 Broadway Joint Venture dated as of         (1)
          September 22, 1989 and the First Amendment to the Partnership Agreement of 1999 Broadway
          Joint Venture dated as of December 1, 1991

4 (c)     Second Amended and Restated Agreement of Limited Partnership of the Registrant                (5)

10 (a)    Amended Promissory Note, dated November 1, 1991 payable to the order of First Interstate      (1)
          Structures, Inc.

10 (b)    Deed of Trust, Assignment of Rents, Security Agreement and Financing Statement, dated         (1)
          September 30, 1988 and Amendment to Deed of Trust, dated November 1, 1991 ("Deed of Trust")

10 (c)    Security Agreement, dated September 30, 1988 and the Amendment to Security Agreement, dated   (1)
          as of November 1, 1991

10 (d)    Assignment of Leases and Rents, dated as of September 30, 1988 and the Amendment to           (1)
          Assignment of Leases and Rents, dated as of November 1, 1991

10 (e)    Special Warranty Deed, dated September 30, 1988                                               (1)

10 (f)    Amended and Restated Commercial Management Agreement, dated as of January 1, 1990 (the        (1)
          "Management Agreement") and the First Amendment to the Management Agreement, dated October
          22, 1991

10 (g)    Leasing Agreement, dated as of January 1, 1990                                                (1)

10 (h)    Exclusive Leasing Agency Agreement dated July 15, 1993 between 1999 Broadway Partnership      (2)
          and Cushman Realty Corporation of Colorado

10 (i)    Amendment to Amended and Restated Limited Partnership Agreement of 1999 Broadway Associates   (3)
          Limited Partnership

                                 40
<PAGE>

10 (j)    Disclosure Statement of 1999 Broadway Partnership dated March 14, 1996                        (4)

10 (k)    Fourth Amended Plan of Reorganization of 1999 Broadway Partnership dated November 1, 1996     (6)

10 (l)    Reaffirmation, Ratification and Amendment Agreement dated as of February 28, 1997 by and      (6)
          among 1999 Broadway Partnership, 1999 Broadway Associates Limited Partnership, 1999
          Broadway Partners, L.P. and DAG Management, Inc.

10 (m)    Guaranty made as of February 28, 1997, by 1999 Broadway Associates Limited Partnership in     (6)
          favor of DAG Management, Inc. (a substantially similar guaranty has been issued by 1999
          Broadway Partners, L.P. in favor of DAG Management, Inc.)

99.1      Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                      42
</TABLE>

----------------
(1)      Incorporated by reference to the same Exhibit Number filed with the
         Registrant's Registration Statement filed on May 28, 1992 (File No.
         0-20273).

(2)      Incorporated by reference to Registrant's Annual Report on Form 10-K
         for the calendar year ended December 31, 1994.

(3)      Incorporated by reference to Registrant's Current Report on Form 8-K
         filed September 5, 1995.

(4)      Incorporated by reference to Registrant's Annual Report on Form 10-K
         for the calendar year ended December 31, 1995.

(5)      Incorporated by reference to Exhibit 4.1 to Amendment No 1 to
         Registrant's Registration Statement on Form S-3 (Registration No.
         333-36471), as filed with the Securities Exchange Commission on
         September 26, 1997.

(6)      Incorporated by reference to Registrant's Annual Report on Form 10-KSB
         for the calendar year.

                                       41