UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the period ended January 31, 1996
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: 0-18150
DEAN WITTER REALTY INCOME PARTNERSHIP II, L.P.
(Exact name of registrant as specified in governing instrument)
Delaware 13-3244091
(State of 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) 392-1054
Former name, former address and former fiscal year, if changed since last
report: not applicable
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
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
DEAN WITTER REALTY INCOME PARTNERSHIP II, L.P.
CONSOLIDATED BALANCE SHEETS
January 31, October 31,
1996 1995
ASSETS
<S> <C> <C>
Cash and cash equivalents, at cost
which approximates market $ 18,509,991 $ 7,424,199
Real estate, at cost:
Land 14,634,935 15,821,935
Buildings and improvements 120,167,818 130,152,151
134,802,753 145,974,086
Accumulated depreciation 47,125,157 45,806,137
87,677,596 100,167,949
Real estate held for sale - 10,769,096
Deferred leasing commissions, net 2,052,354 2,009,275
Investment in joint venture 2,703,471 2,730,575
Other assets 2,790,383 2,932,580
$113,733,795 $126,033,674
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable and accrued
liabilities $ 778,878 $ 714,941
Security deposits 228,413 256,758
Minority interests in joint ventures 8,402,653 8,341,537
9,409,944 9,313,236
Partners' capital (deficiency):
General partners (4,777,401) (3,537,743)
Limited partners ($1,000 per Unit,
177,023 Units issued) 109,101,252 120,258,181
Total partners' capital 104,323,851 116,720,438
$113,733,795 $126,033,674
See accompanying notes to consolidated financial statements.
</TABLE>
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<TABLE>
<CAPTION>
DEAN WITTER REALTY INCOME PARTNERSHIP II, L.P.
CONSOLIDATED STATEMENTS OF OPERATIONS
Three months ended January 31, 1996 and 1995
1996 1995
<S> <C> <C>
Revenues:
Rental $ 4,327,918 $ 4,528,212
Equity in earnings of joint venture 71,417 77,803
Interest and other 308,409 501,278
4,707,744 5,107,293
Expenses:
Property operating expense 1,477,004 1,620,048
Depreciation 1,319,020 1,500,258
Amortization 124,709 143,962
General and administrative 188,254 148,639
Loss on impairment of real estate 11,870,000 -
14,978,987 3,412,907
Income (loss) before minority interests (10,271,243) 1,694,386
Minority interests 158,422 168,944
Net income (loss) $(10,429,665) $ 1,525,442
Net income (loss) allocated to:
Limited partners $ (9,386,699) $ 1,372,898
General partners (1,042,966) 152,544
$(10,429,665) $ 1,525,442
Net income (loss) per Unit of limited
partnership interest $(53.03) $ 7.76
See accompanying notes to consolidated financial statements.
/TABLE
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<TABLE>
<CAPTION>
DEAN WITTER REALTY INCOME PARTNERSHIP II, L.P.
CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL
Three months ended January 31, 1996
Limited General
Partners Partners Total
<S> <C> <C> <C>
Partners' capital (deficiency)
at November 1, 1995 $120,258,181 $(3,537,743) $116,720,438
Net loss (9,386,699) (1,042,966) (10,429,665)
Cash distributions (1,770,230) (196,692) (1,966,922)
Partners' capital (deficiency)
at January 31, 1996 $109,101,252 $(4,777,401) $104,323,851
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
DEAN WITTER REALTY INCOME PARTNERSHIP II, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Three months ended January 31, 1996 and 1995
1996 1995
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $(10,429,665) $ 1,525,442
Adjustments to reconcile net income (loss)
to net cash provided by operating activities:
Depreciation 1,319,020 1,500,258
Amortization 124,709 143,962
Loss on impairment of real estate 11,870,000 -
Minority interests in joint ventures' operations 158,422 168,944
Equity in earnings of joint venture (71,417) (77,803)
Decrease (increase) in operating assets:
Deferred expenses (167,788) (949,576)
Other assets 142,197 (512,438)
Increase (decrease) in operating liabilities:
Accounts payable and accrued liabilities 63,937 47,198
Security deposits (28,345) (16,328)
Net cash provided by operating activities 2,981,070 1,829,659
Cash flows from investing activities:
Additions to real estate (698,667) (484,252)
Distributions from Taxter joint venture 113,675 120,771
Investment in Taxter joint venture (15,154) (25,073)
Proceeds from disposition of real estate
held for sale 10,769,096 -
Net cash used in investing activities 10,168,950 (388,554)
Cash flows from financing activities:
Cash distributions to partners (1,966,922) (1,966,922)
Additional investment by minority interest 96,319 240,608
Minority interests in joint ventures' distributions (193,625) (282,836)
Repayment of deferred distributions - (928,139)
Net cash used in financing activities (2,064,228) (2,937,289)
Increase (decrease) in cash and cash equivalents 11,085,792 (1,496,184)
Cash and cash equivalents at beginning of period 7,424,199 9,812,279
Cash and cash equivalents at end of period $ 18,509,991 $ 8,316,095
See accompanying notes to consolidated financial statements.
/TABLE
<PAGE>
DEAN WITTER REALTY INCOME PARTNERSHIP II, L.P.
Notes to Consolidated Financial Statements
1. The Partnership
Dean Witter Realty Income Partnership II, L.P. (the "Partnership") is a
limited partnership organized under the laws of the State of Delaware in
1984. The Partnership's fiscal year ends on October 31.
The financial statements include the accounts of the Partnership and the
Century Square and Framingham Corporate Center joint ventures on a
consolidated basis. The equity method of accounting has been applied to
the Partnership's 15% interest in the Taxter Corporate Park property
because of its continuing ability to exert significant influence over
Taxter.
The Partnership's records are maintained on the accrual basis of
accounting for financial reporting and tax purposes.
Net income (loss) per Unit of limited partnership amounts are calculated
by dividing net income (loss) allocated to Limited Partners, in
accordance with the Partnership Agreement, by the weighted average number
of Units outstanding.
In the opinion of management, the accompanying financial statements,
which have not been audited, include all adjustments necessary to present
fairly the results for the interim period. Except for the losses on
impairment of real estate, such adjustments consist only of normal
recurring accruals.
These financial statements should be read in conjunction with the annual
financial statements and notes thereto included in the Partnership's
annual report on Form 10-K filed with the Securities and Exchange
Commission for the year ended October 31, 1995. Operating results of
interim periods may not be indicative of the operating results for the
entire year.
2. Real Estate
In the fourth quarter of fiscal 1995, the Partnership entered into an
agreement with New Plan Realty Trust, an unaffiliated party, to sell the
Wallkill Plaza shopping center, for a negotiated sale price of
approximately $12.2 million. The sale took place on December 11, 1995.
The net carrying value of this property had been reduced to the sales
price net of closing costs in October 1995. No gain or loss was incurred
as a result of the closing. The net proceeds from the sale of
approximately $10.8 million will be distributed to the Limited Partners
in March 1996.
At closing, a contingent 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
note will be payable in full, plus interest at 4.5%. If, at December 11,
2000, the lease has neither been assumed nor rejected nor deemed rejected
by Bradlees, an amount equal to one half of the promissory note, plus
interest on such half will be payable, and the remaining amount of the
promissory note will be forgiven. If the lease is rejected or deemed
rejected by Bradlees but, until December 11, 2000, S&S makes all payments
due under the lease, the note will be payable in full, 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-year
period ending December 11, 2000, the promissory note will be forgiven and
the Purchaser shall have no obligation to pay the Partnership any portion
of the $1.2 million. The $1.2 million represented by the promissory note
has not been recognized in revenue because of the uncertainty of its
realization.
In the first quarter of fiscal 1996, in accordance with its policies, the
Partnership evaluated the recoverability of its investments in real
estate and concluded that, based on revised expectations as to the
holding period of the properties, the Partnership will be unable to
recover its investment in certain properties. Accordingly, the
Partnership has written down to fair value (based on appraisal) its
Framingham Corporate Center, Glenhardie Corporate Center I and II and
Pavilions at East Lake properties and recorded losses on impairment of
$2,323,000, $3,550,000 and $5,997,000, respectively.
3. Related Party Transactions
An affiliate of the Managing General Partner provides property management
services for four properties. The Partnership incurred management fees
of approximately $68,000 and $73,500 for the three months ended January
31, 1996 and 1995, respectively.
Another affiliate of the Managing General Partner performs administrative
functions, processes investor transactions and prepares tax information
for the Partnership. For the three months ended January 31, 1996 and
1995, the Partnership incurred approximately $127,000 and $131,000,
respectively, for these services.
As of January 31, 1996 the affiliates were owed a total of approximately
$163,000 for these services.
4. Litigation
Various public partnerships sponsored by Realty (including the
Partnership and its Managing General Partner) have been named as
defendants in four class actions lawsuits pending in state and federal
courts. The complaints allege a variety of claims, including breach of
fiduciary duty, fraud, misrepresentation and related claims, and seek
compensatory and other damages and equitable relief. The defendants have
not yet responded to the complaints and intend to vigorously defend the
actions. It is impossible to predict the effect, if any, the outcome of
these actions might have on the Partnership's financial statements.
5. Subsequent Event
On February 28, 1996, the Partnership paid a cash distribution of $10.00
per Unit to the Limited Partners. The cash distribution aggregated
$1,966,922 with $1,770,230 distributed to the Limited Partners and
$196,692 distributed to the General Partners.
<PAGE>
DEAN WITTER REALTY INCOME PARTNERSHIP II, L.P.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Liquidity and Capital Resources
The Partnership raised $177,023,000 in a public offering which was
terminated in 1985. The Partnership has no plans to raise additional
capital.
The Partnership has purchased six properties (one sold in May 1993, and
one sold in December 1995) and made three investments in partnerships on
an all-cash basis. The Partnership's acquisition program has been
completed. No additional investments are planned.
The condition of the real estate market varies among different regions
of the country and by property type. The relative absence of office
construction as well as growth in biomedical and other high technology
industries is providing for absorption of office space in cities such as
Boston and Seattle (the locations of Framingham Corporate Center and
United Services Life, respectively). In contrast, office vacancy levels
in Los Angeles, suburban Philadelphia and Westchester County, New York
(where Century Square, Glenhardie Corporate Center and Taxter Corporate
Park, respectively, are located) remain essentially unchanged from the
prior years as certain large corporations and financial companies
continue to restructure and consolidate their operations. In most
markets, office construction is limited to build-to-suit projects. At
retail properties the demand for space in 1995 was subdued as a result
of generally sluggish retail sales and competition from large power
centers, discounters and reorganized department stores.
The Partnership's liquidity depends on the cash flow from operations of
its properties, expenditures for tenant improvements and leasing
commissions in connection with the leasing of space. During the three
months ended January 31, 1996, all of the Partnership's properties
generated positive cash flow from operations, and it is anticipated that
they will continue to do so. The Partnership's liquidity is also
affected by the sale of Partnership's properties. The Partnership
received $10.8 million in the first fiscal quarter of 1996 from the sale
of the Wallkill Plaza shopping center (see Note 2 to the consolidated
financial statements). In accordance with the provisions of the
Partnership Agreement, the net sales proceeds (approximately $60.65 per
Unit) will be distributed to the Limited Partners in March 1996,
representing a return of invested capital. Because the Partnership has
fewer income producing investments, the Partnership's cash from
operations available for distribution is expected to decline during 1996
and thereafter.
The Managing General Partner currently expects, barring a change in
circumstances, to offer for sale certain of the Partnership's office
properties in 1996 with the objective of completing sales of all the
Partnership's properties by 1998. Given the generally weakened retail
property fundamentals, reduced investor interest for retail properties
and the major renovation program ongoing at Pavilions at East Lake, the
Partnership's remaining retail property, the Managing General Partner
currently plans to postpone marketing this property for sale until 1997.
During the first quarter of 1996, the Partnership's cash flow from
operations and distributions received from its joint venture investment
exceeded distributions to partners, capital expenditures and minority
interest share of distributions from the Century Square property, and it
is expected to continue to do so for the remainder of the fiscal year.
During the first quarter of 1996, the Partnership incurred approximately
$693,000 of tenant improvements and leasing commissions (net of capital
contributions by minority interest), including approximately $289,000 at
the Century Square building, approximately $300,000 at United Services
Life Building, and approximately $104,000 at the Pavilions at East Lake.
The Partnership has committed to demolish the existing A&P store at
Pavilions at East Lake (approximately 39,000 square feet) and build a new
Kroger supermarket (approximately 63,000 square feet) at an estimated
cost of $3.7 million. In addition, the Partnership is considering
certain discretionary improvements and upgrades at the United Services
Life Building costing approximately $300,000. These improvements will
be funded from Partnership cash reserves.
At the Taxter property, Fuji Photo USA, Inc., which occupies
approximately 24% of the property's space, exercised its option to extend
its leases through March 2001, at an effective rent which is
approximately ninety percent of current rental rates in the Westchester
market. This renewal was accomplished without incurring any capital
expenditures or significant leasing commissions. Because market rates
have declined since Fuji signed its original lease, rental revenue and
cash flow from Fuji during the renewal term will be significantly lower
than what the Partnership currently receives. In addition, Fuji will not
pay any rent in the six month period beginning April 1, 1996. As a
result of this renewal, the Partnership expects that cash distributions
from the Taxter Joint Venture will be reduced by approximately $163,000
primarily during the second half of 1996.
Except as discussed above and in the consolidated financial statements,
the Managing General Partner is not aware of any trends or events,
commitments or uncertainties that will have a material impact on
liquidity.
On February 28, 1996, the Partnership paid the first quarter cash
distribution of $10.00 per Unit to the Limited Partners. The total
distribution aggregated $1,966,922 with $1,770,230 distributed to the
Limited Partners and $196,692 to the General Partners.
Operations
Fluctuations in the Partnership's operating results for the three-month
period ended January 31, 1996 compared to 1995 are primarily attributable
to the following:
The decrease in rental income is primarily due to the sale of Wallkill
Plaza in December 1995.
The decrease in interest and other income is primarily due to the absence
of lease termination income of approximately $354,000 which was received
in the first quarter of 1995 from Blue Cross, the largest tenant at
Framingham Corporate Center. The decrease is offset by an increase in
interest income of approximately $60,000 due to an increase in cash from
the sale of real estate.
The decrease in property operating expenses, depreciation and
amortization in 1996 compared to 1995 is primarily attributable to the
sale of Wallkill Plaza in December of 1995.
In the first quarter of fiscal 1996, the Partnership recorded losses on
impairment of the Framingham Corporate Center, Glenhardie Corporate
Center I and II and Pavilions at East Lake properties totalling
$11,870,000. See Note 2 to the consolidated financial statements.
A summary of the markets in which the Partnership's office properties are
located and the leasing status of each property is as follows:
The Boston suburban office market, the location of the Framingham
Corporate Center has a limited amount of space available. The current
market vacancy rate is approximately 10.5% due to the relative absence
of office construction as well as growth in business services. At January
31, 1996, the property is approximately 90% leased, down from 97% in the
prior quarter. The NYNEX lease for approximately 10% of the property's
space expired in August 1995 and was extended though December 1995. The
Partnership is currently marketing this space. Both Blue Cross and ASB
Meditest, representing approximately 20% and 18%, respectively, of the
building's rental space, are negotiating buyouts in connection with the
re-leasing of the space to other tenants.
The decline in the office market in Westchester County, New York, the
location of Taxter Corporate Park, has recently stabilized, and the
current vacancy level in this market is approximately 22%. It is
unlikely that this vacant space will be absorbed in the market for
several years. At January 31, 1996, occupancy at the property was 99%.
As discussed above in "Liquidity and Capital Resources", the leases of
Fuji Photo Film, (for approximately 24% of the property's space) have
been renewed through 2001. Other leases aggregating approximately 12% of
the space are scheduled to expire in 1997.
Glenhardie Corporate Center I and II are located in Valley Forge,
Pennsylvania, a market in which the vacancy rate is approximately 16%.
The area has experienced slow leasing activity and continues to face
corporate downsizing pressures. During the three months ending January
31, 1996, occupancy at the property remained stable at 98%. Leases
covering less than 1% of the space are due to expire in fiscal 1996.
In Pasadena, California, the location of the Century Square office
building, the overall office market vacancy rate is approximately 15%,
and it is expected to remain constant as there has been a noticeable lack
of leasing activity in that market. However, Century Square remained
100% leased as of January 31, 1996. The property's largest tenant,
Countrywide Credit, occupies 84% of the property's rental space. No
leases are due to expire in fiscal 1996.
The market in Bellevue, Washington, the location of the United Services
Life Building, has been absorbing office space at a steady pace and the
availability of sub-lease space is steadily declining which is expected
to result in increases in effective rents. The market is currently
experiencing a 5% vacancy rate as the availability of large blocks of
contiguous space is limited. The growth in the computer industry and
professional service firms has offset the employment loss created by
Boeing's downsizing over the past two years. During the three months
ended January 31, 1996, occupancy at the building remained stable at 98%.
Tenants occupying more than 10% of rentable square feet are AT&T Wireless
and Asymetrix. Asymetrix Corporation, which occupies approximately 30%
of the property's space and whose leases expire in late 1996 and 1998,
has announced that they will consolidate this office space at a different
location. Given current market conditions, the Partnership does not
expect to have a difficult time re-leasing this space.
A summary of the market in which the Partnership's retail property is
located and the leasing status of this property is as follows:
Pavilions at East Lake is located in an area of suburban Atlanta which
experienced significant retail development in the 1980's. Large
retailers of consumer electronics, appliances and toys continue to
increase retail market share at the expense of department stores and
smaller local tenants. Currently, the vacancy rate in this market is
20%. Occupancy at the Pavilions property decreased during the three
months ended January 31, 1996 from 87% to 81%. A&P, which occupied 27%
of the leased space, had vacated its space in 1994 but continued to pay
rent. A&P's lease was scheduled to expire in 2006 but was cancelled in
1995 on payment of a termination fee. The A&P store is being demolished
and a new Krogers prototype store is being constructed at a cost of
approximately $3.7 million, to be funded by the Partnership's cash
reserves. Rental revenue from Kroger is expected to be slightly higher
than the previous rental revenues. A new shopping center recently opened
which directly competes with the property. Leases expiring in 1996
include Michaels, representing 10.8% of the leased space. Michaels
vacated its space early, but continues to pay rent.
Inflation
Inflation has been consistently low during the period 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>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
On December 27, 1995, a class action lawsuit (the "Grigsby Action")
naming various public real estate partnerships sponsored by Realty
(including the Partnership and its Managing General Partner and Associate
General Partner), Realty, Dean Witter Reynolds Inc. and others as
defendants was filed in Superior Court in California. The complaint
alleges fraud, negligent misrepresentation, intentional and negligent
breach of fiduciary duty, unjust enrichment and related claims and seeks
compensatory and punitive damages in unspecified amounts and injunctive
and other equitable relief. The defendants have removed the case to the
United States District Court for the Southern District of California.
The parties have signed a stipulation requesting that the action be
transferred to the United States District Court for the Southern District
of New York. The defendants have not yet responded to the complaint and
intend to vigorously defend the action.
On February 14, 1996, a class action lawsuit (the "Schectman Action")
naming various public real estate partnerships sponsored by Realty
(including the Partnership and its Managing General Partner), Realty,
Dean Witter Discover & Co., and Dean Witter Reynolds Inc. as defendants
was filed in the Chancery Court of Delaware for New Castle County. The
complaint alleges reckless and/or negligent misrepresentation and
nondisclosure, breach of fiduciary duty and related claims and seeks an
accounting of profits and rescissory and/or compensatory damages in
unspecified amounts. The defendants have not yet responded to the
complaint and intend to vigorously defend the action.
On February 23, 1996, a class action lawsuit (the "Dosky Action") naming
various public real estate partnerships sponsored by Realty (including
the Partnership and its Managing General Partner), Realty, Dean Witter
Discover & Co., Dean Witter Reynolds Inc. and others as defendants was
filed in the Chancery Court of Delaware for New Castle County. The
complaint alleges breach of fiduciary duty and seeks an accounting of
profits, compensatory damages in unspecified amounts, possible
liquidation of the Partnership under a receiver's supervision and other
equitable relief. The defendants have not yet responded to the complaint
and intend to vigorously defend the action.
On February 29, 1996, a class action lawsuit (the "Segel Action") naming
various public real estate partnerships sponsored by Realty (including
the Partnership and its Managing General Partner), Realty, Dean Witter
Reynolds Inc., Dean Witter Discover & Co. and others as defendants was
filed in the Chancery Court of Delaware for New Castle County. The
complaint alleges breach of fiduciary duty and seeks an accounting of
profits, compensatory damages in unspecified amounts, possible
liquidation of the Partnership under a receiver's supervision and other
equitable relief. The defendants have not yet responded to the complaint
and intend to vigorously defend the action.
Item 6. Exhibits & Reports on Form 8-K
(a) Exhibits - not applicable
(b) Reports on Form 8-K
Report dated December 11, 1995 with regard to the
partnership's sale of one of its shopping centers.
<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 thereunto duly authorized.
DEAN WITTER REALTY INCOME
PARTNERSHIP II, L.P.
By: Dean Witter Realty Income
Properties II Inc.
Managing General Partner
Date: March 18, 1996 By: /s/E. Davisson Hardman, Jr.
E. Davisson Hardman, Jr.
President
Date: March 18, 1996 By: /s/Lawrence Volpe
Lawrence Volpe
Controller
(Principal Financial and
Accounting Officer)
<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
unaudited financial statements.
</LEGEND>
<CIK> 0000752744
<NAME> DEAN WITTER REALTY INCOME PARTNERSHIP II, L.P.
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> OCT-31-1996
<PERIOD-END> JAN-31-1996
<CASH> 18,509,991
<SECURITIES> 0
<RECEIVABLES> 2,568,577
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 113,733,795<F1>
<CURRENT-LIABILITIES> 0
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 104,323,851<F2>
<TOTAL-LIABILITY-AND-EQUITY> 113,733,795<F3>
<SALES> 0
<TOTAL-REVENUES> 4,707,744<F4>
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 15,137,409
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (10,429,665)
<INCOME-TAX> 0
<INCOME-CONTINUING> (10,429,665)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (10,429,665)<F5>
<EPS-PRIMARY> (53.03)<F6>
<EPS-DILUTED> 0
<FN>
<F1>In addition to cash and receivables, total assets include net investments
in real estate of $87,677,596, investment in joint venture of $2,703,471,
net deferred leasing commissions of $2,052,354 and other assets of $221,806.
<F2>Other Stockholders' Equity represents partners' capital.
<F3>Liabilities include accounts payable and accrued liabilities of
$778,878, minority interest in joint venture of $8,402,653, and other
liabilities of $228,413.
<F4>Total revenue includes rent of $4,327,918, equity in earnings of joint
venture of $71,417, and interest and other revenues of $308,409.
<F5>Net loss includes loss on impairment of real estate of $11,870,000.
<F6>Represents net loss per Unit of limited partnership interest.
</FN>
</TABLE>
