<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION Washington,
D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13
OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF
1934
For the fiscal year ended October 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13
OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from
_______to _______
Commission File Number 0-13260
DEAN WITTER REALTY INCOME PARTNERSHIP
I, L.P. (Exact name of registrant as
specified in its charter)
Delaware 13-
3174553
(State organization) (IRS Employer
Identification
No.)
2 World Trade Center, New York, NY
10048
(Address of principal executive offices)
(Zip Code)
Registrant's telephone number, including area
code (212) 3921054
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class Name of each exchange
on which
registered
None None
Securities registered pursuant to Section 12(g)
of the Act:
Units of Limited Partnership Interest
(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-K 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-K's or
any amendment to this Form 10-K. [X]
State the aggregate market value of the voting
stock held by
nonaffiliates of the registrant.
Not Applicable
DOCUMENTS INCORPORATED BY
REFERENCE
None
<PAGE>
PART I.
ITEM 1. BUSINESS
The Registrant, Dean Witter Realty Income
Partnership
I, L.P. (the "Partnership"), is a limited
partnership
formed in August 1983 under the
Uniform Limited
Partnership Act of the State of
Delaware for the
purpose of investing primarily in
income-producing
office, industrial and retail properties.
The Managing General Partner of the
Partnership is
Dean Witter Realty Income Properties I
Inc. (the
"Managing General Partner"), a Delaware
corporation
which is wholly owned by Dean Witter
Realty Inc.
("Realty"). The Associate General
Partner is Dean
Witter Realty Income Associates I,
L.P. (the
"Associate General Partner"), a
Delaware limited
partnership, the general partner of
which is Dean
Witter Realty Income Associates I Inc., a
wholly-owned
subsidiary of the Managing General
Partner. The
Managing General Partner manages and
controls all
aspects of the business of the
Partnership. The terms
of transactions between the
Partnership and its
affiliates are set forth below in footnote
8 to the
Financial Statements in Item 8 and in Item
13 below.
The Partnership issued 92,780 units
of limited
partnership interest (the "Units") with
gross proceeds
from the offering of $92,780,000. The
offering has
been terminated and no additional Units
will be sold.
The proceeds from the offering were
used to make
equity investments in four office
properties, two
office/research and development
properties and one
retail property, all of which were
acquired without
mortgage debt. Except for the North
Lake Plaza
property (which is described in Item 2
below), all of
the Partnership's properties were sold to
unaffiliated
purchasers prior to October 31, 1998.
The Partnership is currently working on an
arrangement
with the City of Altamonte Springs, FL.,
the location
of the North Lake Plaza property,
whereby the
Partnership and the city will jointly
offer their
properties for sale. See Item 7.
The Partnership considers its business to
include one
industry segment, investment in real
property.
Financial information
<PAGE>
regarding the Partnership is
included in the
Partnership's Financial Statements in Item
8 below.
The North Lake Plaza property is
subject to
competition from similar retail
properties in the
vicinity in which it is located. Further
information
regarding competition and market
conditions where the
property is located is set forth in
Item 7,
"Management's Discussion and Analysis
of Financial
Condition and Results of Operations."
The Partnership has no employees.
All of the Partnership's business is
conducted in the
United States.
ITEM 2. PROPERTY
The Partnership's principal offices are
located at Two
World Trade Center, New York, New York
10048. The
Partnership has no other offices.
As of October 31, 1999, the Partnership
owned directly
the North Lake Plaza property, a
shopping center
located in Altamonte Springs, FL. The
acquisition was
completed in 1986 for a cost of
approximately
$10,110,000. The property has a net
rentable area of
137,000 square feet, and was built
with on-site
parking facilities.
Generally, the leases pertaining to
the property
provide for pass-throughs to the tenants
of their pro-
rata share of certain operating
expenses. In the
opinion of the Managing General Partner,
the property
is adequately covered by insurance.
An affiliate of the Partnership was
the property
manager for the North Lake Plaza
property through
December 31, 1999.
Further information relating to the
Partnership's
properties is included in Item 7 and
Footnotes 4, 5, 6
and 7 to the Financial Statements in Item 8
below.
ITEM 3. LEGAL PROCEEDINGS
<PAGE>
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE
OF SECURITY
HOLDERS
No matter was submitted during the fourth
quarter of
the fiscal year to a vote of Unit holders.
PART II.
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON
EQUITY AND
STOCKHOLDER MATTERS
An established public trading market for the
Units does
not exist, and it is not anticipated that
such a market will develop in the future.
Accordingly, information as to the market
value of a Unit at any given date is not
available. However, the Partnership does
allow its limited partners (the "Limited
Partners") to transfer their units if a
suitable buyer can be located.
As of January 19, 2000, there were 13,093
holders of limited partnership interests.
The Partnership is a limited
partnership and, accordingly, does not
pay dividends. It does, however, make
distributions of cash to its partners.
Pursuant to the partnership agreement,
distributable cash, as defined, is paid
90% to the Limited Partners and 10% to
the general partners (the "General
Partners").
The Partnership did not pay cash
distributions during the year ended
October 31, 1999. For the year ended
October 31, 1998, the Partnership
paid cash distributions aggregating
$418.03 per Unit (including $405.78 per
Unit from proceeds from the sales of the
Arlington Business Center, Carmel Park
I and II, Westwood 10 and Harborgate
properties, which was paid 100% to the
Limited Partners). The total distributions
aggregated $38,911,108 with $38,784,823
distributed to the Limited Partners and
$126,285 to the General Partners.
The Partnership has not made
distributions of distributable cash since
the fiscal 1998 first quarter distribution
(paid February 1998), and does not
anticipate making regular distributions to
its partners in the future. Generally,
future cash distributions will <PAGE>
be paid from proceeds received from the
sale of the North Lake Plaza property and
cash reserves.
Sale proceeds are distributed, to the
extent available, first, to each Limited
Partner, until there has been a return of
the Limited Partner's capital contribution
plus cumulative distributions of
distributable cash and sale proceeds in an
amount sufficient to provide a 9%
cumulative annual return on the
Limited Partner's adjusted capital
contribution. Thereafter, any
remaining sale proceeds will be distributed
85% to the Limited Partners and 15% to the
General Partners after the Managing
General Partner receives a brokerage fee,
if earned, of up to 3% of the selling
price of any equity investment.
Taxable income generally is allocated
in the same proportions as distributions
of distributable cash or sale proceeds
(except that the General Partners must be
allocated at least 1% of taxable income
from sales). In the event there is no
distributable cash or sale proceeds,
taxable income will be allocated 90% to
the Limited Partners and 10% to the General
Partners. Any
tax loss will be allocated 90% to the
Limited Partners and 10% to the General
Partners.
<PAGE>
<TABLE>
ITEM 6. SELECTED FINANCIAL DATA
The following sets forth a summary of
selected financial data for the Partnership:
<CAPTION> For the years ended
October 31,
1995 1999
19981 19972 19963
<S> <C> <C> <C> <C> <C>
Total $ $14,765 $10,453, $ $
revenues 1,131,3 ,035 915
8,493,73 8,000,5
37 7 66
Net income $ $13,380 $
$(5,607, $
(loss) 478,655 ,578 5,854,20 581)4 1,535,1
8 37
Net income
(loss)
Per Unit of
Limited $ $ $ $ $
partnership 4.64 143.68 60.72
(53.66) 14.89
Interest
Cash
distributions
Paid per
Unit
Of limited $ - $ $ $ $
Partnership 418.03 144.61 42.28 18.75
Interest5,6
Total assets
at $ $ $33,613,
$43,069, $58,295
October 31 8,174,5 7,781,2 496 014 ,735
90 23
1. Revenues and net income include gains of
$12.9 million on the sales of the Carmel Park
I and II, Westwood 10 and Harborgate
properties.
2. Revenues and net income include gains of
$3.7 million on the sales of the Century
Square and Arlington Business Center
properties.
3. Revenues and net income include a gain of
$0.7 million on the sale of the 1718
Connecticut Avenue property.
4. Includes a $8.5 million loss on impairment
recorded for the Westwood 10, 1718 Connecticut
Avenue, Northlake Plaza and Carmel Park I and
II properties.
5. Distributions paid to Limited Partners in
1998 include a return of capital of $351.10
per Unit, calculated as the excess of cash
distributed per Unit over accumulated earnings
per Unit not previously distributed. All
distributions paid to Limited Partners in
1995-1997 represent returns of capital.
6. Includes distributions of proceeds from
sales of real estate of $405.78, $110.05, and
$12.28 in 1998, 1997 and 1996, respectively.
The above financial data should be read in
conjunction with the Financial Statements
and the related notes in Item 8.
</TABLE>
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND
ANALYSIS OF
FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Liquidity and Capital Resources
The Partnership raised $92,780,000 in a
public offering which was terminated in
1984. The Partnership has no plans to
raise additional capital.
The Partnership purchased six properties
and made one investment in the
Partnership which owned the Century Square
property on an all-cash basis. The
Partnership's acquisition program has been
completed. No additional investments are
planned.
The 1718 Connecticut property was sold in
fiscal 1996. The Century Square and
Arlington Business Center properties were
sold in fiscal 1997. The Carmel Park I and
II, Westwood 10, and Harborgate
properties were sold in fiscal 1998.
See Notes 5 and 6 to the Financial
Statements in Item 8. The Partnership's
sole remaining property is the North Lake
Plaza Shopping Center.
The North Lake Plaza property is located in
the city of Altamonte Springs, FL. Due to
changes in the city's zoning code, the
property has become "non-conforming".
Although it can still be occupied and
used, the Managing General Partner
believes that the property can not
currently be sold at a price which
reflects its full value. The
Partnership is currently working on an
arrangement with the city, whereby the
city would offer the North Lake Plaza
property and an adjacent property owned
by the city for sale as part of a
redevelopment plan, which would allow
higher density development than currently
exists. Under the plan, the city would
have sole authority to market the North
Lake Plaza property for sale, but the
Partnership would be able to refuse to
sell North Lake Plaza if the sale price
is not acceptable to it.
The Managing General Partner has hired a
real estate appraiser to determine the
market value which reflects North Lake
Plaza's highest and best use. The Managing
General Partner will use this valuation
to determine its minimum acceptance
price. The Managing General Partner
believes that the minimum acceptance price
will be greater than the property's
carrying value. However, there can be
<PAGE>
no assurance that an acceptable price will
be realized and the property sold through
the above-described plan.
The retail market in Altamonte Springs is
improving and currently has stable market
rental rates. During 1999, average
occupancy at the property was
approximately 87%, and, at October 31,
1999, occupancy at the property was 89%
(an increase of 5% from October 31,
1998). The lease for Home Depot (for
approximately 50% of the property's
space) is scheduled to expire in
2003. The Burlington Coat Factory, which
sub-leased all the space leased to Home
Depot, vacated the space in October 1999;
however, Home Depot remains obligated, and
continues to pay rent under its lease.
As a result, the Managing General Partner
believes that this vacancy will not
adversely affect its ability to sell the
property. The lease of Marshalls Inc.,
(for approximately 21% of the space) is
scheduled to expire in 2002. The
property is leased to 10 other tenants; no other tenant
occupies more than 10% of the
property's space.
During the year ended October 31, 1999, the
North Lake Plaza property generated
positive cash flow from
operations, and it is anticipated that
the property will continue to do so
during the period the
Partnership continues to own it. The
Partnership's cash flow from North Lake
Plaza also exceeded the Partnership's
capital expenditures (which totaled
approximately $263,000) for tenant
improvements and leasing commissions at
the property.
Generally, future cash distributions will
be paid from proceeds received from the
sale of the North Lake Plaza property and
cash reserves (including approximately
$1,000,000 of undistributed proceeds from
the sale of the Harborgate property).
During the year ended October 31, 1999,
the Partnership did not pay cash
distributions.
The Partnership believes that its cash
reserves are adequate for its needs in
fiscal 2000.
Except as discussed above and in
the financial statements, the Managing
General Partner is not aware of any
trends or events, commitments or
uncertainties that may have a material
impact on liquidity.
<PAGE>
Operations
Fluctuations in the Partnership's operating
results for the year ended October 31,
1999 compared to 1998 and the year ended
October 31, 1998 compared to 1997 were
primarily attributable to the following:
In 1999, rental income, property
operating expenses, and general and
administrative expenses decreased as a
result of the fiscal 1998 sales of the
Westwood 10 and Carmel Park properties
in December 1997 and the
Harborgate property in July 1998.
In 1998, rental income, property operating
expenses and depreciation and amortization
expenses decreased as a result of the
sales of the Arlington Business Center
(sold in October 1997), Westwood 10,
Carmel Park, and Harborgate properties.
The gains on sales of real estate in
fiscal 1998 resulted from the sales of
the Carmel Park, Harborgate and Westwood
10 properties. In 1997, the gain on sale
of real estate resulted from the sale of
the Arlington Business Center property.
See Note 5 to the Financial Statements.
Equity in earnings of joint venture in
1997 included the Partnership's share
(approximately $2.2 million) of the gain
from the sale of the Century Square
office building. Because of the sale,
there was no equity in earnings of joint
venture in 1999 and 1998. See Note 6 to
the Financial Statements.
Interest and other income decreased in 1999
compared to 1998 and 1997 primarily
because the Partnership earned interest in
1998 and 1997 on proceeds from the sales of
properties until such proceeds were
distributed to Limited Partners.
There were no other individually
significant factors which caused changes
in revenues and expenses.
Inflation
Inflation has been consistently low during
the periods presented in the financial
statements and, as a result, has not had a
significant effect on the operations of
the Partnership or its properties.
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND
SUPPLEMENTARY DATA
DEAN WITTER REALTY INCOME PARTNERSHIP I,
L.P.
INDEX
Page
(b) Financial Statements
Independent Auditors' Report
Balance Sheets at October 31, 1999 and 1998
Income Statements for the years
ended October 31, 1999, 1998
and 1997
Statements of Partners' Capital
for the years ended October 31,
1999, 1998 and 1997
Statements of Cash Flows for the
years ended October 31, 1999,
1998 and 1997
Notes to Financial Statements
(b) Financial statement schedule
Real Estate and Accumulated Depreciation
III
_____________
All schedules other than those indicated
above have been omitted because either the
required information is not applicable or
the information is shown in the
financial statements or notes thereto.
<PAGE>
Independent Auditors' Report
To The Partners of
Dean Witter Realty Income Partnership I,
L.P.:
We have audited the accompanying balance
sheets of Dean Witter Realty Income
Partnership I, L.P. (the
"Partnership") as of October 31, 1999 and
1998, and the related statements of income,
partners' capital, and cash flows for
each of the three years in the period ended
October 31, 1999. Our audits also
included the
financial statement schedule listed in the
Index at
Item 8. These financial statements and
financial
statement schedule are the
responsibility of the
Partnership's management. Our
responsibility is to express an opinion on
the financial statements and the financial
statement schedule based on our audits.
We conducted our audits in accordance with
generally accepted auditing standards.
Those standards require that we plan and
perform the audit to obtain reasonable
assurance about whether the financial
statements are free of material
misstatement. An audit includes
examining, on a test basis, evidence
supporting the amounts and disclosures in
the financial statements. An audit also
includes assessing the accounting
principles used and significant
estimates made by management, as well as
evaluating the overall financial statement
presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, such financial
statements present fairly, in all
material respects, the financial
position of Dean Witter Realty Income
Partnership I, L.P. as of October 31,
1999 and 1998, and the results of its
operations and its cash flows for each of
the three years in the period ended
October 31, 1999 in conformity with
generally accepted accounting
principles. Also, in our opinion, such
financial statement schedule, when
considered in relation to the basic
financial statements taken as a whole,
presents fairly in all material respects
the information set forth therein.
/s/Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
New York, New York
January 14, 2000
<PAGE>
<TABLE>
DEAN WITTER REALTY INCOME
PARTNERSHIP I, L.P.
BALANCE SHEETS
<CAPTION>
October
31,
1999 1998
<S> <C>
<C>
ASSETS
Cash and cash equivalents $ 1,355,995
$1,074,634
Real estate:
Land
2,312,300
2,312,300
Building and improvements 7,454,594
7,230,844
9,766,894 9,543,144
Accumulated depreciation (3,071,562)
(2,866,051)
6,695,332 6,677,093
Other assets 123,263 29,496
$ 8,174,590
$7,781,223
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable and other liabilities $ 208,462
$ 293,750
Partners' capital (deficiency)
General partners (4,392,557)
(4,440,423)
Limited partners ($1,000 per Unit,
92,780 Units issued 12,358,685
11,927,896
Total partners' capital 7,966,128
7,487,473
$8,174,590
$7,781,223
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
DEAN WITTER REALTY INCOME PARTNERSHIP I, L.P.
INCOME STATEMENTS
For the years ended October 31, 1999, 1998 and 1997
<CAPTION>
1999
1998 1997
<S> <C> <C>
<C>
Revenues:
Rental $
1,060,291 $ 1,738,413 $ 6,325,230
Gains on sales of real estate -
12,878,953 1,470,551
Interest and other 71,046 147,669
174,649
Equity in earnings of joint venture - -
2,483,485
1,131,337 14,765,035
10,453,915
Expenses:
Property operating 320,502 742,794
2,851,534
Depreciation and amortization 216,168
234,547 1,336,212
General and administrative 116,012
407,116 411,961
652,682 1,384,457
4,599,707
Net income $ 478,655
$13,380,578 $
5,854,208
Net income allocated to:
Limited partners $ 430,789 $13,330,415 $
5,633,960
General partners 47,866 50,163
220,248
$ 478,655 $13,380,578 $
5,854,208
Net income per Unit of
limited partnership interest $ 4.64 $
143.68 $ 60.72
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
DEAN WITTER REALTY INCOME PARTNERSHIP I, L.P.
STATEMENTS OF PARTNERS' CAPITAL
For the years ended October 31, 1999, 1998
and 1997 <CAPTION>
Limited
General
Partners
Partners Total
<S> <C> <C> <C>
Partners' capital (deficiency)
at November 1, 1996 $45,165,637 $(4,228,169)
$40,937,468
Net income
5,633,960
220,248 5,854,208
Distributions
(13,417,293) (356,380) (13,773,673)
Partners' capital (deficiency)
at October 31, 1997 37,382,304 (4,364,301)
33,018,003
Net income
13,330,415
50,163 13,380,578
Distributions
(38,784,823) (126,285) (38,911,108)
Partners' capital (deficiency)
at October 31, 1998 11,927,896 (4,440,423) 7,487,473
Net income
430,789
47,866 478,655
Partners' capital (deficiency) at
October 31, 1999 $12,358,685 $(4,392,557)$
7,966,128
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
DEAN WITTER REALTY INCOME PARTNERSHIP I, L.P.
STATEMENTS OF CASH FLOWS
For the years ended October 31, 1999, 1998
and 1997 <CAPTION>
1999 1998
1997
<S> <C> <C> <C>
Cash flows from operating activities:
Net income $ 478,655
$13,380,578 $
5,854,208
Adjustments to reconcile net income
to net cash provided by operating activities:
Gains on sales of real estate - (12,878,953)
(1,470,551)
Depreciation and amortization 216,168
234,547 1,336,212
Equity in earnings of joint venture -
- - (2,483,485)
Increases in other assets (104,424)
(27,004) (505,989)
Decreases in accounts payable and other liabilities
(85,288) (169,665) (2,124)
Net cash provided by operating activities
505,111 539,503 2,728,271
Cash flows from investing activities:
Additions to real estate (223,750)
(639,228) (146,509)
Proceeds from sales of real estate -
34,110,840 4,538,453
Distributions from joint venture - -
10,912,889
Investments in joint venture -
- - (5,559)
Net cash (used in)
provided by investing activities
(223,750) 33,471,612 15,299,274
Cash flows from financing activities:
Cash distributions - (38,911,108)
(13,773,673)
Decrease in deferred distributions - -
(1,233,837)
Net cash used in financing activities -
(38,911,108) (15,007,510)
Increase (decrease) in cash and cash equivalents
281,361 (4,899,993) 3,020,035
Cash and cash equivalents at beginning of year
1,074,634 5,974,627 2,954,592
Cash and cash equivalents at end of year $ 1,355,995$ 1,074,634
$ 5,974,627
Supplemental disclosure of non-cash investing activities:
Reclassification of real estate held for
sale:
Decrease in real estate at
cost
Land $ $ $
- - 3,144,90
0 Building and
improvements - - 25,116,7
82 Accumulated
depreciation
- - (12,500,
443)
Increase in real estate held for $
$ $ sale -
- - 15,761,2
39
See accompanying notes to financial statements.
</TABLE>
<PAGE>
DEAN WITTER REALTY INCOME PARTNERSHIP I, L.P.
Notes to Financial Statements
1. The Partnership
Dean Witter Realty Income Partnership I,
L.P. (the
"Partnership") is a limited partnership
organized under
the laws of the State of Delaware in
1983. The
Partnership is managed by Dean Witter
Realty Income Properties I Inc. (the
"Managing General Partner"). The
Partnership's fiscal year ends on October
31.
In 1984, the Partnership issued 92,780
units of limited partnership interest (the
"Units") for $92,780,000. No additional
Units will be sold. The proceeds of the
offering were used to make equity
investments in
income-producing office, industrial
and retail
properties which were not encumbered by
debt when acquired.
The Partnership expects to sell its
remaining real estate investment in
fiscal 2000. Pursuant to the
Partnership Agreement, the sale of the
Partnership's last such investment will
cause the dissolution of the Partnership.
Thereafter, the Partnership will wind up
its affairs, make a final cash
distribution, and terminate.
2. Summary of Significant Accounting
Policies
The Partnership's records are maintained on
the accrual basis of accounting for
financial reporting and tax purposes.
The preparation of financial statements in
conformity with generally accepted
accounting principles requires management
to make estimates and assumptions that
affect the reported amounts of assets and
liabilities and disclosure of contingent
assets and liabilities at the date of the
financial statements and the reported
amounts of revenues and expenses during
the reporting period. Actual results could
differ from those estimates.
The Partnership's 25% interest in the
Century Square property was accounted for
on the equity method until the sale of the
property in fiscal 1997.
Cash and cash equivalents consist of cash
and highly liquid investments with
maturities, when purchased, of three
months or less.
<PAGE>
DEAN WITTER REALTY INCOME
PARTNERSHIP I, L.P.
Notes to Financial
Statements
The carrying value of real estate includes
the purchase price paid by the Partnership
and acquisition fees and expenses. Costs
of improvements to the properties are
capitalized, and repairs are expensed.
Depreciation is recorded on the straight-
line method. The Partnership stops
recording depreciation on a property when
it is reclassified as real estate held for
sale.
At least annually, and more often if
circumstances dictate, the Partnership
evaluates the recoverability of the net
carrying value of its real estate and any
related assets. As part of this
evaluation, the Partnership assesses,
among other things, whether there has been
a significant decrease in the market value
of any of its properties. If events or
circumstances indicate that the net
carrying value of a property may not be
recoverable, the expected future net cash
flows from the property are estimated
for a period of approximately five
years (or a shorter period if the
Partnership expects that the property may
be disposed of sooner), along with
estimated sales proceeds at the end of
the period. If the total of these
future undiscounted cash flows were less
than the carrying amount of the
property, the property would be written
down to its fair value as determined (in
some cases with the assistance of outside
real estate consultants) based
on discounted cash flows, and a loss on
impairment recognized by a charge to
earnings.
Because the determination of fair value is
based upon projections of future economic
events such as property occupancy rates,
rental rates, operating cost inflation and
market capitalization rates which are
inherently subjective, the amounts
ultimately realized at
disposition may differ materially from the
net carrying value as of October 31, 1999.
The cash flows used to evaluate the
recoverability of the properties and to
determine fair value are based on good
faith estimates and assumptions developed
by the Managing General Partner.
Unanticipated events and circumstances
may occur and some assumptions
may not materialize;
therefore, actual results may vary from
the estimates and the variances may be
material. The Partnership may provide
additional write-downs which could be
material in subsequent years if real
estate markets or local economic
conditions change.
<PAGE>
DEAN WITTER REALTY INCOME
PARTNERSHIP I, L.P.
Notes to Financial
Statements
Deferred leasing commissions are
amortized over the applicable lease
terms.
Rental income is accrued on a straight-
line basis over the terms of the leases.
Accruals in excess of amounts payable by
tenants pursuant to their leases (resulting
from rent concessions or rents which
periodically increase over the term of a
lease) are recorded as receivables and
included in other assets.
Net income per Unit amounts are calculated
by dividing net income allocated to
Limited Partners, in
accordance with the Partnership
Agreement, by the weighted average number
of Units outstanding.
No provision for income taxes has been
made in the financial statements, since
the liability for such taxes is that of the
partners rather than the
Partnership.
For income tax purposes, Partnership
results are reported for the calendar
year. The accounting policies used for
tax reporting purposes differ from those
used for financial reporting as follows:
(a) depreciation is calculated using
accelerated methods, (b) rental income
is recognized based on the payment terms
in the applicable leases, and (c)
writedowns for impairment of real
estate are not deductible. In
addition, offering costs are treated
differently for tax and financial
reporting purposes. The tax basis of the
Partnership's assets and liabilities is
approximately $6.8 million higher than
the amounts reported for financial
statement purposes.
The implementation in 1999 of Statements
of Financial Accounting Standards
Statement No. 130, "Reporting
Comprehensive Income" and Statement
No. 131,
"Disclosures about Segments of an
Enterprise and
Related Information", effective for the
Partnership's 1999 year-end financial
statements, did not have any impact on
the Partnership's financial statements.
<PAGE>
DEAN WITTER REALTY INCOME
PARTNERSHIP I, L.P.
Notes to Financial
Statements
3. Partnership Agreement
The Partnership Agreement provides that
distributable cash, as defined, will be
paid 90% to the Limited Partners and 10%
to the General Partners.
Sale proceeds will be distributed, to
the extent available, first, to each
Limited Partner, until there has been a
return of the Limited Partner's capital
contribution plus cumulative
distributions of
distributable cash and sale proceeds in
an amount sufficient to provide a 9%
cumulative annual return on the Limited
Partner's adjusted capital contribution.
Thereafter, any remaining sale proceeds
will be distributed 85% to the Limited
Partners and 15% to the General Partners
after the Managing General Partner
receives a brokerage fee, if earned, of up
to 3% of the selling price of any equity
investment.
Taxable income generally is allocated
in the same proportions as distributions
of distributable cash or sale proceeds
(except that the General Partners must be
allocated at least 1% of taxable income
from sales). In the event there is no
distributable cash or sale proceeds,
taxable income will be allocated 90% to
the Limited Partners and 10% to the General
Partners. Any tax loss will be allocated
90% to the Limited Partners and 10% to the
General Partners.
No distributions were paid to the
Limited Partners during the year ended
October 31, 1999. Distributions paid to
the Limited Partners during the year
ended October 31, 1998 included a
return of capital, determined as cash
distributed per Unit in excess of
accumulated earnings per Unit not
previously
distributed, of $351.10 per Unit. All
distributions paid to Limited Partners
during the year ended October 31, 1997 were
a return of capital.
<PAGE>
DEAN WITTER REALTY INCOME
PARTNERSHIP I, L.P.
Notes to Financial
Statements
4. Real Estate Investments
The location, years of acquisition and
net carrying value of the Partnership's
sole property are as follows:
Net Carrying
Value
Year of
at October
31_______
Acquisition
1999
1998
North Lake Plaza,
Altamonte Springs, FL
1984, 1986
$6,695,332 $6,677,093
The North Lake Plaza property is located in
the city of Altamonte Springs, FL. Due to
changes in the city's zoning code, the
property has become "non-conforming".
Although it can still be occupied and
used, the Managing General Partner
believes that the property can not
currently be sold at a price which
reflects its full value. The Partnership
is currently working on an arrangement with
the city, whereby the city would offer the
North Lake Plaza property and an adjacent
property owned by the city for sale as
part of a redevelopment plan, which would
allow higher density development than
currently exists. Under the plan, the city
would have sole authority to market the
North Lake Plaza property for sale, but
the Partnership would be able to refuse to
sell North Lake Plaza if the sale price
is not acceptable to it.
The Managing General Partner has hired a
real estate appraiser to determine the
market value which reflects North Lake
Plaza's highest and best use. The Managing
General Partner will use this valuation
to determine its minimum acceptance
price. The Managing General Partner
believes that the minimum acceptance price
will be greater than the property's
carrying value. However, there can be no
assurance that an acceptable price will
be realized and the property sold through
the above-described plan.
<PAGE>
<TABLE>
DEAN WITTER REALTY INCOME
PARTNERSHIP I, L.P.
Notes to Financial
Statements
5. Sales of Real Estate
<CAPTION>
________________($000)________________
Date of
Negotiated Net Proceeds
Property Sale Sale Price
from the
Sale Gain on Sale
<S> <C> <C> <C>
<C>
Fiscal 1998 Sales:
Carmel Park I & II 12/8/97
$17,675
$17,159 $ 6,234
Westwood 10 12/23/97
9,400
8,906 3,097
Harborgate 7/10/98
_8,500
8,046 3,548
$35,575
$34,111 $12,879
Fiscal 1997 Sale:
Arlington Business Center 10/10/97 $ 5,200
$ 4,538
$ 1,471
All of the properties were sold to unaffiliated
buyers.
The net proceeds from the sale are net of
closing costs.
As of October 31, 1999, all of the net sales
proceeds were distributed except for
approximately $1,000,000 from the sale of
the Harborgate property, which was added to
the Partnership's cash reserves.
In accordance with the Partnership Agreement,
all of the distributed net sales proceeds were
paid 100% to the Limited Partners, and all
gains from property sales were allocated 100%
to the Limited Partners.
6. Investment in Joint Venture
Century Square, Pasadena, California
In 1985, the Partnership purchased a 25% general
partnership interest in the partnership (the
"Joint Venture") which owned the property, an
office building. An affiliate of the
Partnership, Dean Witter Realty Income
Partnership II, L.P., purchased the remaining
75% general partnership interest. Cash flow and
profits and losses were allocated to the
Partnership and the affiliate according to
their interests in the Joint Venture.
</TABLE>
[CAPTION]
<PAGE>
DEAN WITTER REALTY INCOME PARTNERSHIP I,
L.P.
Notes to Financial Statements
On April 10, 1997, the Joint Venture sold the
property to an unaffiliated party for
approximately $41.5 million ($40.8 million,
net of closing costs). The Partnership's share
of the net sales proceeds was approximately
$10.2 million, which was paid 100% to
the Limited Partners. The
Partnership's share of the gain on sale was
approximately $2.2 million, which was included
in equity in earnings of joint venture and
allocated 100% to the Limited Partners in
accordance with the Partnership Agreement.
7. Leases
Minimum future rental income under
noncancellable operating leases at the
North Lake Plaza property as of October 31,
1999 is as follows:
Year ending October 31:
2000 $ 850,558
2001 799,276
2002 648,732
2003 267,405
2004 20,125
Total $2,586,096
The Partnership has determined that all the
property's leases are operating leases. The
lease terms range from three to eight
years, and generally provide for fixed
minimum rents with rental escalation
and/or expense reimbursement clauses.
8. Related Party Transactions
An affiliate of the Managing General
Partner provided property management services
for North Lake Plaza in 1999; the
affiliate managed three and five properties in
1998 and
1997, respectively. The Partnership paid
the affiliate management fees of
approximately $43,000, $58,000 and $191,000
for the years ended October 31, 1999, 1998
and 1997, respectively. These amounts are
included in property operating expenses.
<PAGE>
DEAN WITTER REALTY INCOME PARTNERSHIP I,
L.P.
Notes to Consolidated Financial
Statements Another affiliate of the Managing
General Partner performs administrative
functions and processes certain investor
transactions and prepares tax information on
behalf of the Partnership. In 1999, 1998,
and 1997 the affiliate was reimbursed
approximately $46,000, $159,000, and $240,000,
respectively (included in general and
administrative
expenses) for these services.
In November 1996, the Partnership paid the
remaining $1,233,837 of deferred distributions
to the General Partners.
<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS
ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS
OF THE
REGISTRANT.
The Partnership is a limited partnership which
has no
directors or officers.
The directors and executive officers of the
Managing
General Partner are as follows:
Position
with the
Name Managing
General
Partner
William B. Smith Chairman of the Board
of
Directors
E. Davisson Hardman, Jr. President and
Director
Ronald T. Carman Secretary and Director
Lewis A. Raibley, III Director
All of the directors have been elected to serve
until
the next annual meeting of the
shareholder of the
Managing General Partner or until their
successors are elected and qualify.
Each of the executive officers has been elected to
serve until his successor is
elected and qualifies.
William B. Smith, age 56, has been a
Managing Director of Morgan Stanley Dean
Witter & Co.("MWD") and Co-Head of Morgan
Stanley Realty Incorporated since the
merger of Morgan Stanley and Dean Witter,
Discover & Co. in 1997. Prior
to the merger, Mr. Smith was an Executive
Vice President of Dean Witter
Reynolds, Inc. and
Director of its Investment Banking
Department since January 1987. Mr. Smith
joined Dean Witter in 1982 as Co-Director
of Dean Witter Realty Inc.
E. Davisson Hardman, Jr., age 50, has been
a Managing Director of Morgan Stanley
Asia, Ltd. since 1997, and a Managing
Director of Dean Witter Realty Inc., which
he joined in 1982.
<PAGE>
DEAN WITTER REALTY INCOME
PARTNERSHIP I, L.P
Ronald T. Carman, age 48, is a
Director and the Secretary of Dean Witter
Realty, Inc. He has been an Assistant
Secretary of MWD and a Managing Director
of Morgan Stanley & Co. Inc. since July
1998. Previously, he was a Senior Vice
President and Associate General Counsel
of Dean Witter Reynolds Inc., which he
joined in 1984.
Lewis A. Raibley, III, age 38, is a
Senior Vice President and Controller in
the Individual Asset Management Group
of MWD. From July 1997 to May 1998, Mr.
Raibley was Senior Vice President and
Director in the Internal Reporting
Department of MWD; from 1992 to 1997,
he served as Senior Vice President and
Director in the Financial Reporting and
Policy Division of MWD. He has been with
MWD and its affiliates since 1986.
There is no family relationship among
any of the foregoing persons.
ITEM 11. EXECUTIVE COMPENSATION
The General Partners are entitled to
receive cash distributions, when and as
cash distributions are made to the
Limited Partners, and a share of taxable
income or tax loss. Descriptions of such
distributions and allocations are in Item
5 above. The General Partners received
cash distributions of $126,285 and
$356,380 for fiscal years 1998 and 1997,
respectively. There were no cash
distributions paid to the General Partner
in fiscal year 1999.
The General Partners and their affiliates
were paid certain fees and reimbursed
for certain expenses. Information
concerning such fees and reimbursements is
contained in Note 8 to the Financial
Statements in Item 8 above.
The directors and officers of the
Partnership's Managing General Partner
received no remuneration from the
Partnership.
<PAGE>
DEAN WITTER REALTY INCOME
PARTNERSHIP I, L.P.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND
MANAGEMENT.
(a) No person is known to the Partnership to
be the
beneficial owner of more than five percent
of the Units.
(b) The directors and executive officers
of the
Managing General Partner own the following Units
as of January 1, 2000:
(1) (2) (3)
Amount and Title of
Name of Nature of
Class Beneficial Owner Beneficial
Ownership
Limited All directors and executive
*
Partnership officers of the Managing General
Interest Partner, as a group.
*Own, by virtue of their ownership of
Limited
Partnership interests in the Associate General
Partner,
less than 1% of the Units of the
Partnership.
ITEM 13. CERTAIN RELATIONSHIPS
AND RELATED
TRANSACTIONS
As a result of their being partners of
a limited partnership which is the
limited partner of the Associate
General Partner, certain current and
former officers and directors of the
Managing General Partner also own indirect
general partnership interests in the
Partnership. The Partnership
Agreement of the Partnership provides
that cash distributions and allocations
of income and loss to the General Partners
be distributed or allocated 50% to the
Managing General Partner and 50% to the
Associate General Partner. The General
Partners' share of cash distributions
and income or loss is described in Item 5
above.
All of the outstanding shares of common
stock of the Managing General Partner
are owned by Realty, a Delaware
corporation which is a wholly-owned
subsidiary of Morgan Stanley Dean Witter
& Co. The general partner of the
Associate General Partner is Dean
Witter
<PAGE>
DEAN WITTER REALTY INCOME
PARTNERSHIP I, L.P.
Realty Income Associates I Inc., which is
a whollyowned subsidiary of the Managing
General Partner. The limited partner of
theAssociate General Partner is LSA 84
L.P., a Delaware limited partnership.
Realty and certain current and former
officers and directors of Realty are partners of
LSA 84 L.P. Additional
information with respect to the directors
and executive officers and compensation
of the Managing General Partner and
affiliates is contained in Items 10 and 11
above.
The General Partners and their affiliates
were paid
certain fees and reimbursed for
certain expenses. Information concerning
such fees and reimbursements is contained
in Note 8 to the Financial Statements in
Item 8 above. The Partnership believes
that the payment of fees and the
reimbursement of expenses to the General
Partners and their affiliates are on terms
as favorable as would be obtained from
unrelated third parties. <PAGE>
DEAN WITTER REALTY INCOME
PARTNERSHIP I, L.P.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT
SCHEDULES, AND REPORTS ON
FORM 8-K
(a) The following documents are filed
as part of
this Annual Report:
1. Financial Statements
(see Index to Financial
Statements filed as part of Item 8
of this Annual Report).
2. Financial Statement
Schedule (see Index to Financial
Statements filed as part of Item 8
of this Annual Report).
3. Exhibits
(a) Amended and Restated
Agreement of Limited Partnership
dated as of August 15, 1983 set
forth in Exhibit A to the
Prospectus included in
Registration Statement Number
286041 is incorporated herein by
reference.
(b) Certificate of Limited
Partnership included in
Registration Statement Number
286041 is incorporated herein by
reference. (4)(a) Amended and
Restated Agreement of
Limited Partnership dated as of
August 15, 1983 set forth in
Exhibit A to the Prospectus
included in Registration
Statement Number 286041 is
incorporated herein by reference.
(b) Certificate of Limited
Partnership included in
Registration Statement Number
286041 is incorporated herein by
reference.
10)(a)Purchase and Sale Agreements for
properties purchased were filed as
Exhibits to Form 8-K on April 26,
1984, October 17, 1984, October
26, 1984, October 31, 1984,
December 20, 1984, July 15, 1985
and October 29, 1985 and are
incorporated herein by reference.
(b) "Purchase Agreement"
dated as of May 31, 1996 for
sale of the 1718 Connecticut
Avenue property was filed as an
Exhibit to Form 8-K on June 24,
1996 and is incorporated herein by
reference.
(c) "Purchase and Sale Agreement"
dated as of February 28, 1997
for sale of the Century Square
property was filed as an Exhibit to
Form 8-K on April 10, 1997 and
is incorporated herein by
reference.
(d)"Purchase and Sale Agreement"
dated as of
September 8, 1997 or sale of the
Arlington Business Center property
was filed as an
Exhibit to Form 8-K on October 10,
1997 and is incorporated herein by
reference.
(e)"Purchase and Sale Agreement"
dated as of November 10,1997 for
sale of the Carmel Park property
and the related "First Amendment to
Purchase and Sale Agreement"
dated as of December 2, 1997 were
filed as Exhibits to Form 8-K on
December 8, 1997 and are incorporated
herein by reference.
(f)"Purchase and Sale Agreement"
dated as of October 30,1997 for
sale of the Westwood 10 property was
filed as an Exhibit to Form 8-K on
December 23, 1997 and is incorporated
herein by reference.
(g)"Purchase and Sale Agreement" dated
as of May 29, 1998 for sale of the
Harborgate property was filed as an
Exhibit to Form 8-K on July 10, 1998
and is incorporated herein by
reference.
(27) Financial Data Schedule.
(b) No Forms 8-K were filed
by the Partnership during the last
quarter of the period covered by
this report.
<PAGE>
<TABLE>
SCHEDULE III
DEAN WITTER REALTY INCOME PARTNERSHIP
I, L.P.
Real Estate and Accumulated
Depreciation
October 31, 1999
Initial Cost to
Partnership (A) <CAPTION>
Cost
Capitalized
Building and
Subsequent
Description Land Improvements Total
Acquisition
<S> <C> <C> <C>
<C>
Shopping Center
Altamonte
Springs, FL $ 2,300,000 $7,626,517
$9,926,517
$1,217,377
Gross
Amount at
which
Carried at
End of
Period
(B)
Losses on
Impairment of
Buildings &
Description Real Estate Land
Improvements Total
Shopping Center
Altamonte
Springs, FL $(1,377,000) $2,312,300
$7,454,594 $9,766,894
Life on which
Depreciation
in Latest Income
Accumulated Date
of Date
Statements is
Description Depreciation
Construction
Acquired Computed
Shopping Center
Altamonte
Springs, FL $3,071,562 1981-1985 October
1984 5-40 years
Notes:
(A) The initial cost includes the purchase price
paid by the Partnership and acquisition
fees and expenses. No carrying costs
have been capitalized subsequent to
acquisition. There is no difference
between cost for financial reporting
purposes and federal income tax purposes.
SCHEDULE III (Cont'd)
(B) Reconciliation of real estate owned at
October 31:
1999 1998
1997
Balance at beginning of period $9,543,144
$17,679,197 $ 53,050,614
Improvements 223,750 639,228
146,509
Sale of real estate -
(8,775,281)
(7,256,244)
Real estate held for sale - -
(28,261,682)
Balance at end of period $9,766,894 $9,543,144
$17,679,197
(C) Reconciliation of accumulated depreciation:
Balance at beginning of period $2,866,051
$ 7,054,850 $22,598,452
Depreciation expense 205,511 207,369
1,220,659
Sale of real estate -
(4,396,168)
(4,263,818)
Real estate held for sale - -
(12,500,443)
Balance end of period $3,071,562
$ 2,866,051 $ 7,054,850
</TABLE>
<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 by the
undersigned, thereunto duly authorized.
DEAN WITTER REALTY INCOME PARTNERSHIP I, L.P.
By: Dean Witter Realty Income Properties I Inc.
Managing General Partner
By: __________________ Date:
January 26, 2000
E. Davisson Hardman, Jr.
President
By: ___________________ Date:
January 26, 2000
Charles M. Charrow
Controller
(Principal Financial and Accounting
Officer)
<PAGE>
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.
DEAN WITTER REALTY INCOME PROPERTIES I INC.
Managing General Partner
_________________________________________
Date: January 26, 2000
William B. Smith
Chairman of the Board of Directors
_________________________________________
Date: January 26, 2000
E. Davisson Hardman, Jr.
Director
_________________________________________
Date: January 26, 2000
Lewis A. Raibley, III
Director
___________________
Date: January
26, 2000
Ronald T. Carman
Director
<PAGE>
DEAN WITTER REALTY INCOME PARTNERSHIP I,
L.P.
Year Ended
Octob
er
31,
1999
Exhib
it
Index
Exhibit
No.
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
Registrant is a limited partnership which invests in real estate, and
real estate joint ventures. In accordance with industry practice, its
balance sheet is unclassified. For full information, refer to the
accompanying audited financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1999
<PERIOD-END> OCT-31-1999
<CASH> 1,355,995
<SECURITIES> 0
<RECEIVABLES> 75,928
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 8,174,590<F1>
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 7,966,128<F2>
<TOTAL-LIABILITY-AND-EQUITY> 8,174,590<F3>
<SALES> 0
<TOTAL-REVENUES> 1,131,337<F4>
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 652,682
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 478,655
<INCOME-TAX> 0
<INCOME-CONTINUING> 478,655
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 478,655
<EPS-BASIC> 4.64<F5>
<EPS-DILUTED> 0
<FN>
<F1>In addition to cash and receivables, total assets include net investments
in real estate of $6,695,332 and net deferred leasing commissions of
$47,335.
<F2>Represents partners' capital.
<F3>Liabilities include accounts payable and other liabilities of $208,462.
<F4>Total revenue includes rent of $1,060,291 and interest and
other revenue of $71,046.
<F5>Represents net income per Unit of limited partnership interest.
</FN>
</TABLE>
