SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December 11, 1995
DEAN WITTER REALTY INCOME PARTNERSHIP II, L.P.
(Exact name of registrant as specified in its charter)
Delaware 0-18150 13-3244091
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
Two World Trade Center, New York, New York 10048
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 392-1054
(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets
In October 1995, the Partnership entered into an agreement (amended
December 1, 1995) with New Plan Realty Trust, an unaffiliated party, to sell
the land and buildings which comprise the Wallkill Plaza Shopping Center,
consisting of approximately 203,000 rentable square feet.
As part of the agreement, two affiliated public partnerships, Dean
Witter Realty Income Partnership III, L.P. and Dean Witter Realty Yield Plus
L.P., also agreed to sell certain shopping centers owned by them.
The closing of the sale of the Wallkill Plaza Shopping Center for a
negotiated sale price of approximately $12.2 million, took place on December
11, 1995.
At closing, a promissory note for $1.2 million of the purchase price
was issued by the Purchaser to the Partnership. A portion of the space in
the Wallkill Plaza Shopping Center is leased to The Stop & Shop Companies,
Inc. ("S&S") and assigned to Bradlees, which is in bankruptcy. If in the
bankruptcy proceedings the lease is assumed by Bradlees, the Purchaser shall
pay the full amount of the promissory note, plus interest. If five years
after the closing date the lease has neither been assumed nor rejected nor
deemed rejected by Bradlees, the Purchaser shall pay an amount equal to one
half of the promissory note, plus interest on such half, and the remaining
amount of the promissory note shall be forgiven. If the lease is rejected
or deemed rejected by Bradlees but, until five years after the closing date,
S&S makes all payments due under the lease, the Purchaser shall pay the full
amount of the promissory note, plus interest. If, however, the lease is
rejected or deemed rejected by Bradlees and S&S does not make all payments
due under the lease, during the five years after the closing date the
promissory note shall be forgiven and the Purchaser shall have no obligation
to pay the Partnership any portion of the $1.2 million.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
DEAN WITTER REALTY INCOME PARTNERSHIP II, L.P.
By: Dean Witter Realty Income Properties II, Inc.
Managing General Partner
By:
E. Davisson Hardman, Jr.
President
Date: December 26, 1995
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Item 7. Financial Statements and Exhibits
(b) Pro Forma Financial Information
(1) Pro Forma Balance Sheet as of July 31, 1995.
(2) Pro Forma Statements of Operations for the year ended October
31, 1994 and nine months ended July 31, 1995.
(c) Exhibits
(1) Purchase and Sale Agreement, dated October 19, 1995, with
respect to the sale of various shopping centers (including
exhibit J thereto).
(2) First amendment to purchase and sale agreement, dated December
1, 1995.
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<TABLE>
Dean Witter Realty Income Partnership II, L.P.
Pro Forma Consolidated Balance Sheet
As of July 31, 1995
(Unaudited)
The following unaudited pro forma consolidated balance sheet has been presented
as if the Wallkill Plaza shopping center was sold on July 31, 1995. The pro
forma adjustments reflect a) the cash proceeds from the sale; b) the elimination
of the carrying value of the properties and its related accumulated depreciation,
the elimination of deferred leasing commissions and related accumulated
amortization, and the elimination of other assets and liabilities relating to the
Wallkill property; and c) the distribution of the net proceeds from the sale to
limited partners.
<CAPTION>
Pro Forma
Historical Adjustments Pro Forma
<S> <C> <C> <C>
Cash and cash equivalents $ 8,040,397 $ 179,624 $ 8,220,021
Real estate, at cost:
Land 18,121,935 (2,300,000) 15,821,955
Buildings and improvements 147,063,829 (17,371,119) 129,692,710
165,185,764 (19,671,119) 145,514,645
Accumulated depreciation 48,306,365 (3,911,382) 44,394,983
116,879,399 (15,759,737) 101,119,662
Investment in joint venture 2,679,498 2,679,498
Deferred expenses, net 2,009,683 (7,507) 2,002,176
Other assets 2,790,667 (153,320) 2,637,347
$ 132,399,644 $(15,740,940) $116,658,704
Accounts payable and other $ 702,052 $ (3,234) $ 698,818
Security deposits 274,333 (35,343) 238,990
Minority interest in joint
venture 8,461,468 8,461,468
9,437,853 (38,577) 9,399,276
Total Partners' capital 122,961,791 (15,702,363) 107,259,428
$132,399,644 $(15,740,940) $116,658,704
</TABLE>
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<TABLE>
Dean Witter Realty Income Partnership II, L.P.
Pro Forma Consolidated Statement of Operations
Nine months ended July 31, 1995
(Unaudited)
The following unaudited pro forma consolidated statement of operations has been
presented as if the Wallkill property was sold on November 1, 1994. The pro forma
adjustments reflect the elimination of rental and other revenues, property operating,
depreciation and amortization expenses related to the property.
<CAPTION>
Nine Months ended July 31, 1994
Pro Forma
Historical Adjustments Pro Forma
<S> <C> <C> <C>
Revenues:
Rental $ 13,153,815 $ (1,546,140) $ 11,607,675
Equity in earnings of
joint venture 224,578 0 224,578
Interest and other 788,480 (2,998) 785,482
14,166,873 (1,549,138) 12,617,735
Expenses:
Property operating 5,042,183 (551,983) 4,490,200
Depreciation 4,531,107 (333,059) 4,198,048
Amortization 451,830 (2,785) 449,045
General and administrative 537,073 0 537,073
10,562,193 (887,827) 9,674,366
Income before minority interest 3,604,680 (661,311) 2,943,369
Minority interest 409,934 0 409,934
Net income $ 3,194,746 $ (661,311) $ 2,533,435
Net income per Unit of
limited partnership
interest $ 16.24 $ (3.36) $ 12.88
</TABLE>
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<TABLE>
Dean Witter Realty Income Partnership II, L.P.
Pro Forma Consolidated Statement of Operations
For the year ended October 31, 1994
(Unaudited)
The following unaudited pro forma consolidated statement of operations has been
presented as if the Wallkill property was sold on November 1, 1993. The pro forma
adjustments reflect the elimination of rental and other revenues, property operating,
depreciation and amortization expenses related to the property.
<CAPTION>
For the year ended October 31, 1994
Pro Forma
Historical Adjustments Pro Forma
<S> <C> <C> <C>
Revenues:
Rental $ 18,076,876 $ (1,849,735) $ 16,227,141
Equity in earnings of
joint ventures 346,296 0 346,296
Interest and other 572,382 (6,544) 565,838
18,995,554 (1,856,279) 17,139,275
Expenses:
Property operating 6,866,522 (771,881) 6,094,641
Depreciation 6,309,155 (436,438) 5,872,717
Amortization 561,595 (20,030) 541,565
General and administrative 710,712 0 710,712
14,447,984 (1,228,349) 13,219,635
Income before minority interest 4,547,570 (627,930) 3,919,640
Minority interest 586,104 0 586,104
Net income $ 3,961,466 $ (627,930) $ 3,333,536
Net income per Unit of
limited partnership
interest $ 20.14 $ (3.19) $ 16.95
</TABLE>
