<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, 2000                     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.)

5 Cambridge Center, 9th Floor, Cambridge, Massachusetts      02142
-------------------------------------------------------      -----
(Address of principal executive offices)                     (Zip  Code)

Registrant's telephone number including area code: (617) 234-3000

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 $10,504,000

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

                       DOCUMENTS INCORPORATED BY REFERENCE



<PAGE>



                                      None
                                     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 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 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

                                       2

<PAGE>


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 from this offering.

         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 of $11,713,714 ($25,464.60 per unit), the priority distribution was
satisfied and the Preferred Units were retired.

         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

                                       3

<PAGE>


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 November 13, 1996. The Plan,
became effective on February 28, 1997 ("Effective Date") and provided for the
modification of the existing loan as follows: (i) the maturity date was extended
one year to September 1999, (ii) principal payments are based on a 25 year
amortization schedule (instead of 30 years), with a balloon payment being due at
maturity, (iii) additional principal payments of $2,000,000 to be paid on the
Initial Consummation Date (as defined below) and on the Plan's Effective Date,
(iv) monthly interest only payments from the Initial Consummation Date to the
Effective Date and (v) the modification of the existing mortgage as of the
Effective Date to incorporate the above modifications ("New Loan"). The loan
continues to bear interest at 9.5% per annum. In addition, the following
covenants were incorporated in the New Loan: (a) property management fees are
limited to 4% of cash receipts so long as the New Loan is outstanding, (b) no
distributions to partners from the Operating Partnerships are permitted while
the New Loan is outstanding, (c) all tenant improvements shall be funded by the
Registrant, (d) minimum tangible net worth requirements of the partners of the
Operating Partnership, (e) "anti-bankruptcy provisions" which entitle the Lender
to automatic relief upon the occurrence of certain events (such as the filing of
a bankruptcy action by one of the general partners of the Operating
Partnership), (f) "springing guaranty" obligations of the Registrant which would
make the loan obligations recourse to the Registrant upon the occurrence of
certain events (such as the Registrant impeding or hindering the exercise of the
Lender's rights under the New Loan), and (g) the Lender's right to approve
"non-standard" lease terms.

         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

                                       4

<PAGE>


$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. Since 1993 the Operating
Partnership engaged Cushman Realty Corporation of Colorado to become 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."

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.

                                       5

<PAGE>


         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 requires monthly
payments of interest only and bears interest at 325 basis points over 30-day
LIBOR (9.08% at December 31, 1999). The mortgage matures on September 20, 2002
at which time the principal and all unpaid interest is due. In connection with
the refinancing, the Registrant was required to establish a reserve for tenant
improvements of $2,500,000 and a security deposit reserve of $128,000. The
reserves are included in restricted cash in the accompanying consolidated
balance sheet at December 31, 1999. See "Item 7, Financial Statements, Note 3"
for additional information relating to the Registrant's mortgage debt.

         On October 20, 2000, the Partnership replaced its $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 $44,904,000 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 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.

                                       6

<PAGE>


         The following table sets forth the average annual occupancy rate and
rent per square foot for the Property for the years ended December 31, 2000 and
1999.


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

 1999                  99.0%                   $14.08
 2000                  93.4%                   $16.38


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


        Number of     Aggregate Sq/Ft.
      Tenants whose     Covered by      2001 Rental for    Percentage of Total
      Lease Expire    Expiring Leases  Leases Expiring(1)  Annualized Rental(1)
      -------------   ---------------  ------------------  --------------------
2001        3              7,481            $116,761               0.965%
2002        8             79,892          $1,411,294              11.664%
2003       11             75,216          $1,292,557              10.683%
2004        7            119,431          $2,083,572              17.220%
2005        2             90,091          $1,893,644              15.650%
2006        2              3,996            $103,896               0.859%
2007        1              4,778             $89,540               0.740%
2008        3            148,535          $2,667,634              22.047%
2009        1             25,448            $712,543               5.889%
2010        1             56,472          $1,728,303              14.284%

-----------
(1)      Based on actual base rent as of December 31, 2000.

         The following table sets forth those tenants at the Office Tower that,
as of December 31, 2000, 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.


                                    Sq. Ft. Rented    Rent/        Lease
Tenant             Business         (% of total)      Sq. Ft.      Expiration
------             --------         --------------    -------      ----------

J.D.S. Columbine   Software Systems  100,420(16%)     $15.80        12/31/08

                                       7


<PAGE>


         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, 2000.


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

  $52,889,000         $20,711,000       7-35 yrs          S/L     $39,985,000


         The realty tax rate and realty taxes paid for the Property in 2000 were
$67.32/1,000 and $712,060 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 $1,096,085 in 2000 in connection with the tenant improvements and
leasing commissions required under the New Leases. The Operating Partnership has
budgeted approximately $1,155,226 for tenant improvements and leasing
commissions at the Property in 2001. These budgeted capital improvements are
principally for tenant improvements and leasing commissions.

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.

                                       8

<PAGE>


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.


<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 15, 2001, there were approximately 505 holders of 460
Units.

         The following table sets forth distributions made by the Registrant
during the years ended December 31, 2000 and 1999

<TABLE>
<CAPTION>


                                                           Distributions for Year ended

                                                     12/31/00                                 12/31/99

                                          Aggregate           Per Unit            Aggregate          Per Unit
                                          ---------           --------            ---------          --------
<S>                                   <C>                   <C>               <C>                   <C>

Limited Partners                            --                  --                   --                 --
Preferred Limited Partners             $13,214,000(2)        $28,726(2)        $10,695,000(2)        $23,250(2)

</TABLE>


------------
(1) Distribution was made from proceeds received from the offering of the
    Preferred units.
(2) Distribution was made from excess proceeds from the refinancing of the
    mortgage loan.

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

         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
          ---------------------------------------------------------

         The matters discussed in this Form 10-KSB contain certain
forward-looking statements and involve risks and uncertainties (including
changing market conditions, competitive and regulatory matters, etc.) detailed
in the disclosures contained in this Form 10-KSB and the other filings with the
Securities and Exchange Commission made by the Registrant from time to time. The
discussion of the Registrant's liquidity, capital resources and results of
operations, including forward-looking statements pertaining to such matters,
does not take into account the effects of any changes to the Registrant's
operations. Accordingly, actual results could differ materially from those
projected in the forward-looking statements as a result of a number of factors,
including those identified herein.

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
increased by $7,000 for the year ended December 31, 2000, as compared to
December 31, 1999. The increase is attributable to $2,422,000 of cash provided
by operating activities, which was substantially offset by $2,167,000 of cash
used in investing activities and $248,000 of cash used in financing activities.
Cash used in investing activities consisted of $2,230,000 of cash used for
improvements to real estate, primarily tenant improvements, and $1,082,000 of
cash expended on mortgage costs, leasing costs and commissions, which was
partially offset by the release of $1,145,000 of restricted cash reserves. Cash
provided by financing activities consisted of $50,000,000 of proceeds from the
refinancing of the mortgage note payable, which was offset by the $37,000,000
payoff of the previous mortgage, cash distributions of $13,214,000 and $34,000
of cash used for mortgage principal payments. The Property is 100% leased as of
December 31, 2000. As of December 31, 2000, the Registrant had approximately
$2,723,000 invested in money market accounts included in cash and cash
equivalents.

         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 needs of the Operating
Company.

         On October 20, 2000, the Registrant replaced its $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 $44,904,000 plus accrued interest will be due. In
addition to the monthly debt service payment, the Registrant is required 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.

                                       11

<PAGE>


         In accordance with the Agreement, the Registrant distributed
approximately $13,214,000 ($28,726 per Preferred Unit) to the Preferred
Unitholders. The distributions were funded primarily by the proceeds received on
the refinancing on the Property.

         The General Partner periodically evaluates the Registrant's cash needs
to determine if distributions can be made. Based on the retirement of the
Preferred Units, current operations and anticipated cash needs, it is possible
that the Registrant will have sufficient funds to resume distributions prior to
the end of 2001.

Recently Issued Accounting Standards
------------------------------------

         The Financial Accounting Standards Board issued SFAS No. 137,
"Accounting for Derivative Instruments and Hedging Activities - Deferral of the
Effective Date of SFAS No. 133." The Statement deferred for one year the
effective date of SFAS No. 133, "Accounting for Derivative Instruments and
Hedging Activities". The Statement requires companies to recognize all
derivatives on the balance sheet as assets or liabilities, measured at fair
value. Gains or losses resulting from changes in the values of those derivatives
would be accounted for depending on the use of the derivative and whether they
qualify for hedge accounting. This Statement is effective for fiscal years
beginning after June 15, 2000. The Partnership believes that the effect of SFAS
133 on its financial statements will be immaterial.

         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.

Results of Operations
---------------------

         Operating results, before non-operating income (expenses), improved by
$557,000 for the year ended December 31, 2000, as compared to 1999, due to an
increase in revenues of $538,000 and a decrease in expenses of $19,000.

         Revenues increased by $538,000 for the year ended 2000, as compared to
1999, due to increases in rental income of $481,000 and other income of $57,000.
Rental income increased due to an increase in rental rates, which was offset by
a slight decline in average occupancy for the year ended December 31, 2000.

         Expenses decreased by $19,000 for the year ended 2000, as compared to
1999, primarily due to decreases of $125,000 in operating expenses, $33,000 in
insurance and $65,000 in amortization, which was substantially offset by
increases in depreciation of $118,000, real estate taxes of $55,000 and
management and other fees of $45,000. Property operating expenses declined due
to improved property operations and a decrease in average occupancy. The
increase in depreciation expense was due to expenditures for tenant improvements
made in connection with the volume of leasing activity in the past two years.
Real estate taxes increased as a result of an increase in the assessed value of
the Property.

                                       12

<PAGE>


         Interest expense increased by $1,626,000 due to an increase in the
outstanding balance of the loan in connection with the mortgage refinancing. All
other income and expense items, including the garage operation, 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, 2000 is at a fixed rate of interest.

                                       13

<PAGE>


Item 7.   Financial Statements
          --------------------


                  1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
                  --------------------------------------------

                        Consolidated Financial Statements
                        ---------------------------------

                          Year Ended December 31, 2000
                          ----------------------------

                                Table of Contents
                                -----------------


                                                                          Page
                                                                         ------

Independent Auditors' Report                                              15

Consolidated Financial Statements:

Balance Sheets at December 31, 2000 and 1999                              16

Statements of Operations for the Years Ended
     December 31, 2000 and 1999                                           17

Statements of Partners' Capital for the Years Ended
     December 31, 2000 and 1999                                           18

Statements of Cash Flows for the Years Ended
     December 31, 2000 and 1999                                           19

Notes to Consolidated Financial Statements                                20

                                       14


<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, 2000 and 1999, and the related consolidated statements of
operations, partners' (deficit) capital 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,
2000 and 1999, 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
                                                -----------------------------
                                                    Imowitz Koenig & Co., LLP


New York, N.Y.
February 12, 2001

                                       15


<PAGE>


                  1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP

                           CONSOLIDATED BALANCE SHEETS
                        (In Thousands, Except Unit Data)


<TABLE>
<CAPTION>

                                                                               DECEMBER 31,
                                                                     ---------------------------------
                                                                          2000              1999
                                                                     ---------------   ---------------
<S>                                                                 <C>                <C>

ASSETS
------

Real Estate, at cost:
    Land                                                             $        1,700    $        1,700
    Building and improvements, net of accumulated
       depreciation of $20,711 (2000) and $18,159 (1999)                     30,478            30,800
                                                                     ---------------   ---------------

                                                                             32,178            32,500
Other Assets:

    Cash and cash equivalents                                                 3,201             3,194
    Restricted cash                                                           1,383             2,528
    Other assets                                                                777               284
    Deferred rent receivable                                                  1,360             1,152
    Deferred costs, net of accumulated amortization
        of $2,083 (2000) and $1,902 (1999)                                    2,524             2,575
                                                                     ---------------   ---------------

               Total Assets                                          $       41,423    $       42,233
                                                                     ===============   ===============

LIABILITIES AND PARTNERS' (DEFICIT) CAPITAL
-------------------------------------------

Liabilities:

    Mortgage loan payable                                            $       49,966    $       37,000
    Accrued interest payable                                                    332               287
    Accounts payable and accrued expenses                                     2,441             1,737
    Payable to related party                                                    293               285
    Security deposits                                                           182               128
                                                                     ---------------   ---------------

               Total Liabilities                                             53,214            39,437
                                                                     ---------------   ---------------

Partners' (Deficit) Capital:

    Preferred unit holders' capital (460 units outstanding
        at December 31, 1999)                                                     -              (626)
    Investor limited partners' (deficit) capital (460 units
        outstanding)                                                        (10,117)            4,944
    General partner's deficit                                                (1,674)           (1,522)
                                                                     ---------------   ---------------

               Total Partners' (Deficit) Capital                            (11,791)            2,796
                                                                     ---------------   ---------------

               Total Liabilities and Partners' (Deficit) Capital     $       41,423    $       42,233
                                                                     ===============   ===============
</TABLE>


                See notes to consolidated financial statements.

                                       16

<PAGE>

                  1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
                  --------------------------------------------

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      -------------------------------------
                        (In Thousands, Except Unit Data)

<TABLE>
<CAPTION>


                                                                    YEARS ENDED DECEMBER 31,
                                                             ---------------------------------------

                                                                   2000                 1999
                                                             ------------------   ------------------
<S>                                                         <C>                  <C>

Revenues:
    Rental income                                            $           9,754    $           9,273
    Other income                                                           750                  693
                                                             ------------------   ------------------

               Total revenues                                           10,504                9,966
                                                             ------------------   ------------------

Expenses:
    Real estate taxes                                                      720                  665
    Payroll and payroll expense reimbursements                             672                  684
    Operating expenses                                                     583                  708
    Repairs and maintenance                                                832                  827
    Utilities                                                              918                  922
    Management and other fees                                              712                  667
    General and administrative costs                                       190                  193
    Insurance                                                               74                  107
    Depreciation                                                         2,552                2,434
    Amortization                                                           488                  553
                                                             ------------------   ------------------

               Total expenses                                            7,741                7,760
                                                             ------------------   ------------------

Operating income                                                         2,763                2,206

Non-operating income (expenses):
    Interest income                                                        226                  229
    Interest expense                                                    (4,362)              (2,736)
                                                             ------------------   ------------------

Net loss                                                     $          (1,373)   $            (301)
                                                             ==================   ==================

Net loss allocated:
    General Partner                                          $             (14)   $              (3)

    Preferred Unit Holders                                                   -                 (149)

    Investor Limited Partners                                           (1,359)                (149)
                                                             ------------------   ------------------

Net loss                                                     $          (1,373)   $            (301)
                                                             ==================   ==================

Net loss allocated per unit:

    Preferred Unit Holders                                   $               -    $         (323.91)
                                                             ==================   ==================

    Investor Limited Partners                                $       (2,954.35)   $         (323.91)
                                                             ==================   ==================

</TABLE>


                 See notes to consolidated financial statements.

                                       17

<PAGE>


                  1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
                  --------------------------------------------

             CONSOLIDATED STATEMENTS OF PARTNERS' (DEFICIT) CAPITAL
             ------------------------------------------------------

                     YEARS ENDED DECEMBER 31, 2000 AND 1999
                     --------------------------------------
                        (In Thousands, Except Unit Data)


<TABLE>
<CAPTION>
                                                                                         Investor
                             Preferred Units         Units of           Preferred         Limited
                                of Limited            Limited         Unit Holders'      Partners'        General
                               Partnership          Partnership          Capital          Capital        Partner's
                                 Interest            Interest           (Deficit)        (Deficit)       (Deficit)         Total
                             ----------------    ----------------     -------------     -----------   -------------     -----------
<S>                          <C>                   <C>                  <C>               <C>             <C>           <C>

Balance - December 31, 1998        460                 460             $   10,218        $   5,093       $ (1,510)      $  13,801

Net loss                             -                   -                   (149)            (149)            (3)           (301)

Partners' distributions              -                   -                (10,695)               -             (9)        (10,704)
                                -------            --------            -----------      -----------      ---------     -----------

Balance - December 31, 1999        460                 460                   (626)           4,944         (1,522)          2,796

Net loss                             -                   -                      -           (1,359)           (14)         (1,373)

Partners' distributions              -                   -                (13,214)               -              -         (13,214)

Redemption of Preferred
     Unit Holders' Capital        (460)                  -                 13,840          (13,702)          (138)              -
                               --------            --------            -----------      -----------      ---------     -----------

Balance - December 31, 2000          -                 460             $        -        $ (10,117)      $ (1,674)      $ (11,791)
                               ========            ========            ===========      ===========      =========     ===========

</TABLE>

                 See notes to consolidated financial statements.

                                       18

<PAGE>

                  1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
                  --------------------------------------------

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                      -------------------------------------
                                 (In Thousands)


<TABLE>
<CAPTION>

                                                                                     YEARS ENDED DECEMBER 31,
                                                                              ---------------------------------------

                                                                                     2000                 1999
                                                                              ------------------   ------------------
<S>                                                                          <C>                  <C>

CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss                                                                      $          (1,373)   $            (301)
Adjustments to reconcile net loss to net cash provided by
    operating activities:
         Depreciation and amortization                                                    3,685                3,046
         Deferred rent receivable                                                          (208)                (462)
         Changes in assets and liabilities:
              Other assets                                                                 (493)                  72
              Accounts payable, accrued expenses, payable to
                  related party and security deposits                                       766                  706
              Accrued interest payable                                                       45                   84
                                                                              ------------------   ------------------

               Net cash provided by operating activities                                  2,422                3,145
                                                                              ------------------   ------------------

CASH FLOWS FROM INVESTING ACTIVITIES:

Additions to building and improvements                                                   (2,230)              (1,434)
Restricted cash                                                                           1,145               (2,061)
Deferred costs                                                                           (1,082)                (918)
                                                                              ------------------   ------------------

               Net cash used in investing activities                                     (2,167)              (4,413)
                                                                              ------------------   ------------------

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from mortgage loan                                                              50,000               37,000
Satisfaction of mortgage loan                                                           (37,000)             (25,413)
Principal payments on mortgage loan                                                         (34)                (209)
Distributions to partners                                                               (13,214)             (10,704)
                                                                              ------------------   ------------------

               Net cash (used in) provided by financing activities                         (248)                 674
                                                                              ------------------   ------------------

Net Increase (Decrease) in Cash and Cash Equivalents                                          7                 (594)

Cash and Cash Equivalents at Beginning of Year                                            3,194                3,788
                                                                              ------------------   ------------------

Cash and Cash Equivalents at End of Year                                      $           3,201    $           3,194
                                                                              ==================   ==================

Supplemental Disclosure of Cash Flow Information:
    Cash paid for interest                                                    $           3,672    $           2,593
                                                                              ==================   ==================
</TABLE>


                 See notes to consolidated financial statements.

                                       19

<PAGE>


                  1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
                  --------------------------------------------

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------
                     YEARS ENDED DECEMBER 31, 2000 AND 1999
                     --------------------------------------


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").
           On October 20, 2000, in connection with the refinancing of the
           mortgage encumbering the property (See Note 3), 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 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. 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 order to fund required tenant improvements, refinance and reduce
           the Partnership's indebtedness and increase working capital, the
           Partnership raised equity through an offering of subscription rights
           ("Rights") to holders of limited partner interests (the
           "Unitholders") in 1997. The offering allowed the Unithholders to
           purchase 12% cumulative, non-compounded preferred partnership units
           ("Preferred Units"). The Partnership received gross proceeds of
           $10,695,000 from the sale of the Preferred Units, including Preferred
           Units acquired by affiliates of WFA. Upon consummation of the
           offering, the Investor Partnership distributed $4,600,000 ($10,000
           per unit) to Unitholders. This distribution, including approximately
           $46,000 paid to the General Partner, was made in January 1998. The
           partnership agreement provides that the Partnership may sell
           additional limited partnership interests to raise additional equity,
           if the General Partner determines that such additional funds are
           required.

                                       20

<PAGE>

                  1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
                  --------------------------------------------

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------
                     YEARS ENDED DECEMBER 31, 2000 AND 1999
                     --------------------------------------

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

           Organization (Continued)
           ------------------------


           In accordance with the second amended and restated partnership
           agreement (the "Agreement"), effective December 1, 1997 and while the
           Preferred Units are outstanding, losses are allocated 1% to the
           General Partner and 99% to the limited partners in proportion to and
           to the extent of the positive balances in the limited partners'
           capital accounts. Net income is allocated, first, to the Preferred
           Unitholders, in an amount equal to the excess of the cumulative
           distributions made or to be made; second, to restore net loss
           previously allocated to the Preferred Unitholders; and the balance to
           the Unitholders and to the General Partner, to restore net loss
           previously allocated to them during the period that the Preferred
           Units were outstanding. Gain from the disposition of the
           Partnership's Property is allocated in accordance with the Agreement.
           The Agreement also provides that while the Preferred Units are
           outstanding, cash flow and capital proceeds (as defined in the
           Agreement) shall be distributed first to the Preferred Unitholders in
           an amount equal to a cumulative annual 12% non-compounded return on
           their preferred invested capital; and in the case of capital proceeds
           only, to the Preferred Unitholders in a cumulative amount equal to
           the greater of $46,500 or an amount equal to the subscription price
           per Preferred Unit together with a cumulative annual 15% compounded
           return thereon. Cash flow is then 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
           Partners. Cash distributions from a non-terminating capital
           transaction have been distributed in accordance with the Agreement.

           In accordance with the Agreement, the Partnership distributed
           approximately $13,214,000 ($28,726 per Preferred Unit) to the
           Preferred Unitholders. The distributions were funded primarily by
           proceeds received on the refinancing on the Property. Since the
           Preferred Unitholders have been paid in full, their units have been
           redeemed in accordance with the Agreement and they will receive no
           future distributions or income/loss allocations.

           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, 2000 AND 1999
                     --------------------------------------

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

           Use of Estimates
           ----------------

           The preparation of financial statements in conformity with generally
           accepted accounting principles requires management to make estimates
           and assumptions that affect the amounts reported in the financial
           statements and accompanying notes. Such estimates that are
           particularly susceptible to change relate to the Partnership's
           estimate of the fair value of the real estate. 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. In accordance with the Statement of Financial Accounting
           Standards ("SFAS") No. 121, "Accounting for the Impairment of
           Long-Lived Assets and for Long-Lived Assets to Be Disposed of," 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, 2000, the
           Partnership had approximately $2,723,000 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, 2000 AND 1999
                     --------------------------------------

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 $68,000 and $70,000 were
           incurred for the years ended December 31, 2000 and 1999,
           respectively, and are included in general and administrative
           expenses.

           Disclosures About the Fair Value of Financial Instruments
           ---------------------------------------------------------

           SFAS No. 107 "Disclosures About the Fair Value of Financial
           Instruments", requires that disclosure be made of estimates of the
           fair value of each class of financial instrument. Financial
           instruments held by the Partnership as of December 31, 2000 and 1999,
           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 Partnership estimates the fair value of its
           mortgage by discounted cash flow analysis, based on estimated
           borrowing rates currently available to the Partnership.

                                       23

<PAGE>


                  1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
                  --------------------------------------------

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------
                     YEARS ENDED DECEMBER 31, 2000 AND 1999
                     --------------------------------------

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

           Segment Reporting
           -----------------

           SFAS No. 131, "Disclosures about Segments of an Enterprise and
           Related Information," established standards for the way that public
           business enterprises report information about operating segments in
           annual financial statements and requires that those enterprises
           report selected information about operating segments in interim
           financial reports. It also establishes standards for related
           disclosures about products and services, geographic areas, and major
           customers. See "Note 8 - Segment Information" for segment
           disclosures.

           Recently Issued Accounting Standards
           ------------------------------------

            The Financial Accounting Standards Board issued SFAS No. 137,
            "Accounting for Derivative Instruments and Hedging Activities -
            Deferral of the Effective Date of SFAS No, 133." The Statement
            deferred for one year the effective date of SFAS No. 133,
            "Accounting for Derivative Instruments and Hedging Activities". The
            Statement requires companies to recognize all derivatives on the
            balance sheet as assets or liabilities, measured at fair value.
            Gains or losses resulting from changes in the values of those
            derivatives would be accounted for depending on the use of the
            derivative and whether they qualify for hedge accounting. This
            Statement is effective for fiscal years beginning after June 15,
            2000. The Partnership believes that the effect of SFAS 133 on its
            financial statements will be immaterial.

                                       24

<PAGE>


                 1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
                  --------------------------------------------

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------
                     YEARS ENDED DECEMBER 31, 2000 AND 1999
                     --------------------------------------

Note 2 -   DEFERRED COSTS
-------------------------

           The following is a summary of deferred costs as of December 31:


<TABLE>
<CAPTION>

                                                  Period                          2000                        1999
                                                  ------                          ----                        ----
<S>                                         <C>                           <C>                        <C>
              Mortgage loan fees              Mortgage term                  $    339,000                 $   694,000
              Lease commissions               Lease terms                       4,164,000                   3,679,000
              Lease costs                     Lease term                          104,000                     104,000
                                                                             ------------                 -----------
                                                                                 4,607,000                  4,477,000

              Accumulated amortization                                          (2,083,000)                (1,902,000)
                                                                             -------------                -----------
                                                                             $   2,524,000                $ 2,575,000
                                                                             =============                ===========
</TABLE>



Note 3 -   MORTGAGE LOAN PAYABLE
--------------------------------

           On September 23, 1999, the Partnership refinanced its existing
           mortgage. 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 (9.08% at December 31, 1999). The mortgage
           was scheduled to mature on September 20, 2002 at which time the
           principal and all unpaid interest would have been due. In connection
           with the refinancing, the Partnership was required to establish a
           reserve for tenant improvements of $2,500,000 and a security deposit
           reserve of $128,000. The reserves are included in restricted cash in
           the accompanying consolidated balance sheet as of December 31, 1999.

           On October 20, 2000, the Partnership replaced its $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
           $44,904,000 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 reserve for
           tenant improvements required under the previous mortgage was used
           towards the payoff of the previous mortgage.


                                       25

<PAGE>


                 1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
                  --------------------------------------------

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------
                     YEARS ENDED DECEMBER 31, 2000 AND 1999
                     --------------------------------------

Note 3 -   MORTGAGE LOAN PAYABLE (Continued)
--------------------------------------------

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

            Year                                   Amount
            ----                                   ------

            2001............................  $      366,000
            2002............................         397,000
            2003............................         430,000
            2004............................         455,000
            2005............................         504,000
            Thereafter......................      47,814,000
                                              --------------
            Total...........................  $   49,966,000
                                              ==============


Note 4 -   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 $522,000 and $488,000 were
                  incurred for the years ended December 31, 2000 and 1999,
                  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 $190,000. Fees of approximately
                  $190,000 and $179,000, were paid or accrued for the years
                  ended December 31, 2000 and 1999, 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 $73,000 and $47,000 were incurred during the years ended
                  December 31, 2000 and 1999, respectively, and have been
                  capitalized to the cost of building and improvements.

           d.     In accordance with the Agreement, during 2000 and 1999, the
                  General Partner received distributions of approximately $0 and
                  $9,000, respectively.

                                       26

<PAGE>

                 1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
                  --------------------------------------------

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------
                     YEARS ENDED DECEMBER 31, 2000 AND 1999
                     --------------------------------------

Note 4 -   RELATED PARTY TRANSACTIONS (Continued)
-------------------------------------------------

           e.     In November 2000, in accordance with the Agreement, the
                  Preferred Unitholders, who are also affiliates of the General
                  Partner, received approximately $7,611,000 of the $13,214,000
                  in cash distributions from the proceeds received from the
                  mortgage refinancing and cash from operations.

                  In October 1999, in accordance with the Agreement, the
                  Preferred Unitholders, who are also affiliates of the General
                  Partner, received $6,158,000 of the $10,695,000 in cash
                  distributions from the proceeds received from the mortgage
                  refinancing.

           f.     For services rendered in obtaining the new mortgage loans, an
                  affiliate of the General Partner earned $125,000 and $185,000
                  for the years ended December 31, 2000 and 1999, respectively,
                  which has been capitalized as a deferred cost.

Note 5 -   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.

           The aggregate future minimum fixed lease payments receivable under
           noncancellable leases at December 31, 2000, are as follows:


                   2001                    $   10,149,000
                   2002                        10,426,000
                   2003                         8,963,000
                   2004                         7,598,000
                   2005                         6,360,000
                   Thereafter                  18,344,000
                                           --------------
                                            $  61,840,000
                                           ==============


           The Partnership received more that 10% of its lease revenue from
           four tenants. The Partnership's four largest tenants collectively
           accounted for approximately 56% and 38% of total rental revenue for
           the years ended December 31, 2000 and 1999, respectively.



                                       27

<PAGE>

                 1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
                  --------------------------------------------

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------
                     YEARS ENDED DECEMBER 31, 2000 AND 1999
                     --------------------------------------

Note 6 -   PARTNERS' DISTRIBUTIONS
----------------------------------

           In April 2000, the Partnership distributed $1,500,000 ($3,261 per
           unit) of cash from operations to the Preferred Unitholders. There
           were no distributions of cash from operations for the year ended
           December 31, 1999.

           In November 2000, the Partnership distributed $11,714,000 ($25,465
           per unit) to the Preferred Unitholders.

           In  October  1999,  the  Partnership  distributed  $10,695,000
           ($23,250  per  unit)  to  the  Preferred Unitholders and $9,000 to
           the General Partner.

Note 7 -   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)

                                                    2000           1999
                                                -----------     ----------
           Net loss - financial statements      $   (1,373)     $    (301)
               Differences resulted from:
                  Depreciation                       1,069            991
                  Prepaid Rents                       (143)          (245)
                  Rental Revenue                      (211)          (462)
                  Capitalized Interest                 212             21
                  Other                                  3             (3)
                                                ----------      ----------

           Net (loss) income for tax purposes   $     (443)     $     491
                                                ===========     =========



                                       28

<PAGE>

                 1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
                  --------------------------------------------

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------
                     YEARS ENDED DECEMBER 31, 2000 AND 1999
                     --------------------------------------

Note 8 -   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 2000 and 1999 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>
            2000

            Rental income                            $    9,754         $     -            $      -         $    9,754
            Other income                                    239             511                   -                750
            Interest income                                 173               -                  53                226
            Interest expense                              4,217             145                   -              4,362
            Depreciation and amortization                 2,994              46                   -              3,040
            Segment profit (loss)                        (1,526)            320                (167)            (1,373)
            Total assets                                 39,857           1,052                 514             41,423
            Capital expenditures                          2,230               -                   -              2,230

            1999

            Rental income                            $    9,273         $     -            $      -         $    9,273
            Other income                                    244             449                   -                693
            Interest income                                 112               -                 117                229
            Interest expense                              2,641              95                   -              2,736
            Depreciation and amortization                 2,941              46                   -              2,987
            Segment profit (loss)                         (495)             308                (114)
            Total assets                                 39,842           1,098               1,293             42,233
            Capital expenditures                          1,434               -                   -              1,434

</TABLE>

                                       29

<PAGE>




                                                        26

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


         There were no disagreements with Imowitz Koenig & Co., LLP regarding
the 2000 or 1999 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, 2001, the names of the
executive officers of WFA and the position held by each of them, are as follows:

<TABLE>
<CAPTION>


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

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

</TABLE>

         Michael L. Ashner, age 48, has been the Chief Executive Officer of
Winthrop Financial Associates, A Limited Partnership ("WFA") and the Managing
General Partner since January 15, 1996. From June 1994 until January 1996, Mr.
Ashner was a Director, President and Co-chairman of National Property Investors,
Inc., a real estate investment company ("NPI"). Mr. Ashner was also a Director
and executive officer of NPI Property Management Corporation ("NPI Management")
from April 1984 until January 1996. In addition, since 1981 Mr. Ashner has been
President of Exeter Capital Corporation, a firm which has organized and
administered real estate limited partnerships.

         Thomas C. Staples, age 45, 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. From May 1994 through February 1996,
Mr. Staples was the Controller of the Residential Division of Winthrop
Management.

         Peter Braverman, age 49, has been a Vice President of WFA and the
Managing General Partner since January 1996. From June 1995 until January 1996,
Mr. Braverman was a Vice President of NPI and NPI Management. From June 1991
until March 1994, Mr. Braverman was President of the Braverman Group, a firm
specializing in management consulting for the real estate and construction
industries. From 1988 to 1991, Mr. Braverman was a Vice President and Assistant
Secretary of Fischbach Corporation, a publicly traded, international real estate
and construction firm.

                                       31

<PAGE>


         Carolyn Tiffany, age 34, has been employed with WFA since January 1993.
From 1993 to September 1995, Ms. Tiffany was a Senior Analyst and Associate in
WFA's accounting and asset management departments. From October 1995 to present
Ms. Tiffany was a Vice President in the asset management and investor relations
departments of WFA until December 1997, at which time she became the Chief
Operating Officer of WFA.

        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; and Winthrop
Growth Investors I Limited Partnership.

         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. No
holder of Units owns beneficially more than 5% of the Units.

         (b) Security Ownership of Management. Certain officers and/or partners
of WFA beneficially own 1.75 Units.

         (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.

         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, 1999 and 2000:

<TABLE>
<CAPTION>

Entity                                 Compensation                           1999           2000
------                                 ------------                           ----           ----
<S>                                   <C>                                <C>            <C>


Winthrop Financial                     Annual Partnership Investor        $179,000       $190,000

Winthrop Financial Associates          Cash Distributions                 $9,009         $ --

Winthrop Management LLC                Management Fee                     $488,000       $522,000

Winthrop Management LLC                Construction, Supervision, Legal   $ 47,000       $73,000

</TABLE>

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

                                       33


<PAGE>


Item 13.   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, 2001

         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, 2001
-----------------------
Michael Ashner

/s/ Thomas Staples            Chief Financial Officer     March 28, 2001
-----------------------
Thomas Staples

                                       35

<PAGE>


                                  EXHIBIT INDEX

<TABLE>
<CAPTION>

Exhibit
Number            Document
-------           --------
<S>             <C>


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

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

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

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
                  Structures, Inc.(1)

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

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

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

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
                  "Management  Agreement") and the First Amendment to the Management  Agreement,  dated October 22,
                  1991(1)

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  and
                  Cushman Realty Corporation of Colorado (2)

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

</TABLE>


                                       36

<PAGE>

<TABLE>
<CAPTION>

Exhibit
Number            Document
-------           --------
<S>             <C>

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 among
                  1999  Broadway  Partnership,   1999  Broadway  Associates  Limited  Partnership,   1999  Broadway
                  Partners, L.P. and DAG Management, Inc.(6)

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

                                       37