12
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 April 30, 1998
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
<TABLE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
DEAN WITTER REALTY INCOME PARTNERSHIP II, L.P.
CONSOLIDATED BALANCE SHEETS
<CAPTION>
April 30, October
31,
1998 1997
<S> <C> <C>
ASSETS
Cash and cash equivalents $ 581,484 $
1,741,456
Real estate:
Land 1,900,300
3,545,300
Buildings and improvements 12,962,053
30,377,786
14,862,353
33,923,086
Accumulated depreciation 4,504,600
12,757,533
10,357,753
21,165,553
Real estate held for sale - 13,506,748
Investment in joint venture 2,545,454
2,572,800
Deferred leasing commissions, net 193,396
628,834
Other assets 243,566
1,348,454
$13,921,653
$40,963,845
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable and accrued liabilities $ 400,659 $
940,489
Security deposits 51,853
173,057
452,512
1,113,546
Partners' capital (deficiency):
General partners (5,461,014)
(5,353,586)
Limited partners ($1,000 per Unit, 177,023 Units issued)
18,930,155 45,203,885
Total partners' capital 13,469,141
39,850,299
$13,921,653
$40,963,845
See accompanying notes to consolidated financial statements.
</TABLE>
<TABLE>
DEAN WITTER REALTY INCOME PARTNERSHIP II, L.P.
CONSOLIDATED INCOME STATEMENTS
Three and six months ended April 30, 1998 and 1997
<CAPTION>
Three months ended Six
months ended
April 30, April 30,
1998 1997 1998 1997
<S> <C> <C> <C>
<C>
Revenues:
Gains on sales of real estate $8,079,387
$16,968,609 $19,127,672 $16,968,609
Rental 841,208 3,241,040
2,000,129 7,481,956
Equity in earnings of joint venture 52,041
34,700 111,562 97,600
Interest and other 54,687 190,420
168,066 240,023
9,027,323 20,434,769
21,407,429 24,788,188
Expenses:
Property operating 284,856 1,314,549
805,781 2,913,594
Depreciation 103,965 463,194
325,668 1,207,201
Amortization 29,464 60,991
72,792 200,481
General and administrative 73,001 166,928
241,888 358,341
491,286 2,005,662
1,446,129 4,679,617
Income before minority interest 8,536,037
18,429,107 19,961,300 20,108,571
Minority interest - 2,282,329 -
2,425,949
Net income $8,536,037 $16,146,778
$19,961,300 $17,682,622
Net income allocated to:
Limited partners $8,490,372 $16,015,449
$19,877,937 $17,397,709
General partners 45,665 131,329
83,363 284,913
$8,536,037 $16,146,778
$19,961,300 $17,682,622
Net income per Unit of limited
partnership interest $ 47.96 $ 90.47 $
112.29 $ 98.28
See accompanying notes to consolidated financial statements.
</TABLE>
<TABLE>
DEAN WITTER REALTY INCOME PARTNERSHIP II, L.P.
CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL
Six months ended April 30, 1998
<CAPTION>
Limited General
Partners Partners
Total
<S> <C> <C>
<C>
Partners' capital (deficiency)
at November 1, 1997 $ 45,203,885
$(5,353,586) $ 39,850,299
Net income 19,877,937
83,363 19,961,300
Cash distributions (46,151,667)
(190,791) (46,342,458)
Partners' capital (deficiency)
at April 30, 1998 $ 18,930,155
$(5,461,014) $ 13,469,141
See accompanying notes to consolidated financial statements.
</TABLE>
<TABLE>
DEAN WITTER REALTY INCOME PARTNERSHIP II, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Six months ended April 30, 1998 and 1997
<CAPTION>
1998 1997
<S> <C>
<C>
Cash flows from operating activities:
Net income $ 19,961,300 $
17,682,622
Adjustments to reconcile net income to net cash provided
by operating activities:
Gains on sales real estate (19,127,672)
(16,968,609)
Depreciation 325,668
1,207,201
Amortization 72,792
200,481
Equity in earnings of Taxter joint venture
(111,562) (97,600)
Minority interest in joint venture -
2,425,949
(Increase) decrease in operating assets:
Deferred leasing commissions (179,947)
(125,201)
Other assets 360,059
(66,241)
(Decrease) increase in operating liabilities:
Accounts payable and accrued liabilities
(480,548) (123,839)
Security deposits (117,947)
8,837
Net cash provided by operating activities
702,143 4,143,600
Cash flows from investing activities:
Proceeds from sale of real estate 44,620,066
73,346,016
Additions to real estate (278,631)
(138,480)
Distributions from Taxter joint venture 175,065
157,493
Investments in Taxter joint venture (36,157)
(11,086)
Minority interest in proceeds from sale of real estate
- - (10,446,817)
Net cash provided by investing activities
44,480,343 62,907,126
Cash flows from financing activities:
Cash distributions to partners (46,342,458)
(36,461,403)
Minority interest in joint ventures' distributions -
(440,409)
Additional investment by minority interest -
5,559
Net cash used in financing activities (46,342,458)
(36,896,253)
(Decrease) increase in cash and cash equivalents
(1,159,972) 30,154,473
Cash and cash equivalents at beginning of period
1,741,456 3,193,852
Cash and cash equivalents at end of period $ 581,484 $
33,348,325
See accompanying notes to consolidated financial statements.
</TABLE>
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 the Partnership's
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
reporting purposes.
Net income per Unit of limited partnership interest
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.
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 gains on
sales 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,
1997. Operating results of interim periods may not be
indicative of the operating results for the entire
year.
DEAN WITTER REALTY INCOME PARTNERSHIP II, L.P.
Notes to Consolidated Financial Statements
2. Sales of Real Estate
On December 3, 1997, the Partnership sold the
Framingham Corporate Center property for $26,050,000.
The proceeds from the sale, net of closing costs, of
approximately $25,300,000 were distributed 100% to the
Limited Partners in December 1997, representing a
return of capital of $143.16 per Unit. The
Partnership's gain on this sale of approximately $11.0
million was allocated 100% to the Limited Partners in
accordance with the Partnership Agreement.
The Partnership sold the Glenhardie Corporate Center I
and II properties ("Glenhardie I and II") on April 1,
1998. As part of the Purchase and Sale Agreement (the
"Agreement"), Dean Witter Realty Income Partnership
III, L.P. and Dean Witter Realty Income Partnership IV,
L.P. affiliated public partnerships, also sold certain
other properties. The aggregate negotiated sale price
of the properties sold was approximately $168 million,
of which approximately $19.7 million was allocated in
the Agreement to Glenhardie I and II.
Pursuant to the Agreement, escrows were established for
the costs of certain building improvements and tenant
improvements (the "Improvements"). In addition to
payment of the purchase price, at closing, the
Purchaser deposited into these escrows approximately
$3.9 million, of which approximately $1.6 million
relates to Glenhardie II. Any balance remaining in the
portion of the escrows relating to Glenhardie II after
the Improvements are completed will be delivered to the
Partnership. If the costs of Improvements at
Glenhardie II exceed the escrow established therefor,
the Partnership will be required to fund the excess
costs.
The purchase price was paid in cash at closing. The
Partnership received proceeds, net of closing costs and
other deductions, of approximately $19.3 million.
Approximately $19.1 million of such proceeds were
distributed 100% to the Limited Partners ($107.85 per
Unit) on April 14, 1998, and the remaining proceeds
were added to the Partnership's cash reserves.
DEAN WITTER REALTY INCOME PARTNERSHIP II, L.P.
Notes to Consolidated Financial Statements
The Partnership's gain on this sale of approximately
$8.1 million was allocated 100% to the Limited Partners
in accordance with the Partnership Agreement.
3. Related Party Transactions
An affiliate of the Managing General Partner provided
property management services for the Taxter Corporate
Park, Glenhardie I and II (sold April 1998) and
Framingham Corporate Center (sold December 1997)
properties; the affiliate managed four properties in
1997 until the sale of the Century Square property in
April 1997. The Partnership incurred management fees of
approximately $39,000 and $115,000 for the six months
ended April 30, 1998 and 1997, respectively. These
amounts are included in property operating expenses.
Another affiliate of the Managing General Partner
performs administrative functions, processes investor
transactions and prepares tax information for the
Partnership. For the six months ended April 30, 1998
and 1997, the Partnership incurred approximately
$159,000 and $207,000, respectively, for these
services. These amounts are included in general and
administrative expenses.
As of April 30, 1998, the affiliates were owed
approximately $16,000 for these services.
4. Litigation
Various public partnerships sponsored by Dean Witter
Realty Inc. (including the Partnership and its Managing
General Partner) are defendants in purported class
action lawsuits pending in state and federal courts.
The complaints allege a number of claims, including
breach of fiduciary duty, fraud, misrepresentation and
related claims, and seek compensatory and other
damages and equitable relief. The defendants intend to
vigorously defend against these actions. It is
impossible to predict the effect, if any, the outcome
of these actions might have on the Partnership's
financial statements.
DEAN WITTER REALTY INCOME PARTNERSHIP II, L.P.
Notes to Consolidated Financial Statements
5. Subsequent Distribution
On May 27, 1998, the Partnership paid a cash
distribution of $1.00 per Unit. The cash distribution
aggregated $196,692, with $177,023 distributed to the
Limited Partners and $19,669 distributed to the General
Partners.
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 purchased five properties 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 Sardis Crossing and Wallkill Plaza retail
properties were sold in May 1993 and December 1995,
respectively. The United Olympic office building and
the investment in the Century Square office building
were sold in fiscal 1997. The Framingham Corporate
Center and Glenhardie Corporate Center I and II office
buildings were sold in the first and second fiscal
quarters of 1998, respectively. The joint venture which
owns the Taxter office property is currently marketing
the property for sale, and the Managing General Partner
expects to market the Pavilions at East Lake shopping
center for sale during the third quarter of 1998.
However, there can be no assurance that either property
will be sold.
The Partnership stopped receiving cash flow from
operations from the United Olympic, Century Square,
Framingham Corporate Center and Glenhardie properties
once these properties were sold; as a result,
Partnership cash flow from operations decreased during
the six months ended April 30, 1998 compared to 1997.
The Partnership's liquidity is primarily affected by
sales of the Partnership's properties; as the
properties are sold, the Partnership has fewer income-
producing investments, Partnership cash from operations
decreases and Partnership distributions to investors
decline. The Partnership also requires less cash
reserves to fund capital expenditures and leasing
commissions. Cash distributions after May 1998 will
only be paid from proceeds from sales of the
Partnership's property interests.
DEAN WITTER REALTY INCOME PARTNERSHIP II, L.P.
As a result of the decrease in cash flows from
operations caused by the sale of the Framingham
property, the Partnership decreased its first quarter
1998 cash distribution (paid February 1998) to $4.19
per Unit.
During the six months ended April 30, 1998, the
Pavilions at East Lake and Taxter properties generated
positive cash flow from operations, and it is
anticipated that these properties will continue to do
so during the period the Partnership continues to own
its interests in them.
During the six months ended April 30, 1998, the
Partnership incurred capital expenditures and leasing
commissions of approximately $459,000, primarily at the
Glenhardie properties.
During the six months ended April 30, 1998, the
Partnership's distributions to partners (excluding
distributions of sales proceeds), capital expenditures
and investments in the Taxter joint venture exceeded
its cash flow from operations and distributions from
the Taxter joint venture. This deficiency was funded
from Partnership cash reserves.
As of April 30, 1998, the Partnership had commitments
to fund approximately $40,000 of capital expenditures
at the Pavilions at East Lake property and $80,000, its
share of capital expenditures and leasing commissions
at the Taxter property. The Partnership may also be
required to fund certain costs at the Glenhardie
properties (see Note 2 to the consolidated financial
statements).
The Pavilions at East Lake property currently has a
vacancy rate of 25%; as a result, the Partnership may
incur significant capital expenditures and leasing
commissions to fill the vacant space.
As a result of the decrease in cash flow from
operations caused by the sale of the Glenhardie
properties and because the Partnership currently has
minimal cash reserves, the Partnership decreased its
second quarter 1998 distribution to investors (paid May
27, 1998) to $1.00 per Unit. The Managing General
Partner does not expect to pay any additional
distributions from cash flow from operations.
DEAN WITTER REALTY INCOME PARTNERSHIP II, L.P.
Other assets, deferred leasing commissions, accounts
payable and accrued liabilities and security deposits
decreased in 1998 as a result of the sales of
properties.
On December 23, 1997, the Partnership distributed
approximately $25,342,000 ($143.16 per Unit), the net
proceeds from the sale of the Framingham property. The
distribution was paid 100% to the Limited Partners.
On April 14, 1998, the Partnership distributed
approximately $19,092,000 ($107.85 per Unit) of the net
proceeds of $19,282,000 from the sale of the Glenhardie
properties. The distribution was paid 100% to the
Limited Partners, and the remaining sales proceeds were
added to cash reserves.
On May 27, 1998, the Partnership paid the second
quarter cash distribution of $1.00 per Unit. The total
distribution was $196,692, with $177.023 distributed to
the Limited Partners and $19,669 distributed to the
General Partners.
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 may have a material impact on
liquidity.
Operations
Fluctuations in the Partnership's operating results for
the three- and six-month periods ended April 30, 1998
compared to 1997 were primarily attributable to the
following:
In 1998, the gains on sales of real estate consisted of
approximately $11,048,000 from the December 1997 sale
of the Framingham Corporate Center and $8,079,000 from
the April 1998 sale of the Glenhardie properties. In
1997, the gains on sales of real estate consisted of
$9,554,000 from the February 1997 sale of the United
Olympic property and $7,414,000 from the April 1997
sale of the Century Square property (the of minority
interest share of this gain was approximately $2.1
million).
DEAN WITTER REALTY INCOME PARTNERSHIP II, L.P.
During the three- and six-month periods ended April 30,
1998, rental income decreased by $2,446,000 and
$5,447,000, respectively, as a result of the sales of
the United Olympic, Century Square, Framingham
Corporate Center and Glenhardie properties (the "Sold
Properties"). Rental income from the Pavillions at
East Lake property (the "Remaining Property") was
$431,000 and $385,000 during the three-month periods in
1998 and 1997, respectively, and $711,000 and $746,000
during the six-month periods in 1998 and 1997,
respectively.
During the three- and six-month periods ended April 30,
1998, property operating expenses decreased by
$1,055,000 and $2,116,000, respectively, as a result of
the sales of the Sold Properties. Property operating
expenses of the Remaining Property were aprpoximately
$101,000 and $77,000 during the three-month periods in
1998 and 1997, repsectively, and $197,000 and $191,000
during the six-month periods in 1998 and 1997,
respectively.
During the three- and six-month periods ended April 30,
1998, depreciation expense decreased by $350,000 and
$873,000, respectively, as a result of the sales of the
Sold Properties. Depreciation expenses of the Remaining
property were approximately $104,000 and $113,000
during the three-month periods in 1998 and 1997,
respectively, and $211,000 and $220,000 during the six-
month periods in 1998 and 1997, respectively.
During the six-month period ended April 30, 1998,
amortization expense decreased by $128,000 as a result
of the sales of the Sold Properties.
There was no minority interest share of income in 1998
because the joint venture which owned the Century
Square property sold the property in 1997.
No individual factor accounted for a significant change
in equity in earnings of the Taxter joint venture,
interest and other revenues and general and
administrative expenses from 1997 to 1998.
A summary of the markets in which the Partnership's
properties are located and the performance of each
property is as follows:
DEAN WITTER REALTY INCOME PARTNERSHIP II, L.P.
During the six months ended April 30, 1998, the overall
vacancy level in the office market in Westchester
County, New York, the location of Taxter Corporate
Park, remained at 17% and the vacancy level in the west
Westchester market in which the building is located
decreased from 11% to 9%. Market rental rates are
currently stable and there is little new construction
in this market. During the six months ended April 30,
1998, occupancy at the property remained at 100%.
Leases aggregating approximately 11% and 31% of the
property's space are scheduled to expire in 1999 and
2001, respectively.
The Pavilions at East Lake shopping center is located
in a suburb of Atlanta where the market vacancy rate
recently increased to over 5%. Rental rates in this
market are stable and there is little new construction.
During the second quarter of 1998, occupancy at the
property remained at approximately 75%. The presence
of Kroger, an anchor tenant at the property, has
allowed the Partnership to increase rental rates on new
leases.
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.
DEAN WITTER REALTY INCOME PARTNERSHIP II, L.P.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
On December 27, 1995, a purported 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. ("DWR") and others as defendants was
filed in Superior Court in California. The complaint
alleged fraud, negligent misrepresentation, intentional
and negligent breach of fiduciary duty, unjust
enrichment and related claims and sought compensatory
and punitive damages in unspecified amounts and
injunctive and other equitable relief. The defendants
removed the case to the United States District Court
for the Southern District of California. Pursuant to
an order of the U.S. District Court for the Southern
District of California entered May 24, 1996, the
Grigsby Action was transferred to the U.S. District
Court for the Southern District of New York. The case
was dismissed by stipulation of the parties dated March
6, 1997 and refiled and consolidated with the
Consolidated Action (as defined below).
On February 14, 1996, a purported 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. ("DWD") and DWR as
defendants was filed in the chancery Court of Delaware
for New Castle County (the "Delaware Chancery Court").
On February 23, 1996, a purported class action lawsuit
(the "Dosky Action") naming various public real estate
partnerships sponsored by Realty (including the
Partnership and its Managing General Partner), Realty,
DWD, DWR and others as defendants was filed in the
Delaware Chancery Court. On February 29, 1996, a
purported class action lawsuit (the "Segal Action")
naming various public real estate partnerships
sponsored by Realty (including the Partnership and its
Managing General Partner), Realty, DWD, DWR and others
as defendants was filed in the Delaware Chancery Court.
On March 13, 1996, a purported class action lawsuit
(the "Young Action") naming the partnership, other
unidentified limited partnerships, DWD, DWR and others
as defendants was filed in the Circuit Court for
Baltimore City in Baltimore, Maryland. The defendants
removed the
DEAN WITTER REALTY INCOME PARTNERSHIP II, L.P.
Young Action to the United States District Court for
the District of Maryland.
Thereafter, the Schectman Action, the Dosky Action and
the Segal Action were consolidated in a single action
(the "Consolidated Action") in the Delaware Chancery
Court. The Young Action was dismissed without
prejudice. The plaintiffs in the Young Action joined
the Consolidated Action.
On October 7, 1996, the plaintiffs in the Consolidated
Action filed a First Consolidated and Amended Class
Action Complaint naming various public real estate
partnerships sponsored by Realty (including the
Partnership and its Managing General Partner), Realty,
DWD, DWR and others as defendants. This complaint
alleges breach of fiduciary duty and seeks an
accounting of profits, compensatory damages in an
unspecified amount, possible liquidation of the
Partnership under a receiver's supervision and other
equitable relief. The defendants filed a motion to
dismiss this complaint on December 10, 1996.
Item 6. Exhibits & Reports on Form 8-K
a) Exhibits.
An exhibit index has been filed as part of
this Report on Page E1.
b) Reports on Form 8-K.
Report dated April 1, 1998 reporting the
Partnership's sale of the Glenhardie I and
II properties.
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: June 12, 1998 By: /s/E. Davisson Hardman,
Jr.
E. Davisson Hardman, Jr.
President
Date: June 12, 1998 By: /s/Charles M. Charrow
Charles M. Charrow
Controller
(Principal Financial and
Accounting Officer)
Dean Witter Realty Income Partnership II, L.P.
Quarter Ended April 30, 1998
Exhibit Index
Exhibit No. Description
27 Financial Data Schedule
E1
[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.
<TABLE>
<S> <C>
[PERIOD-TYPE] 6-MOS
[FISCAL-YEAR-END] OCT-31-1998
[PERIOD-END] APR-30-1998
[CASH] 581,484
[SECURITIES] 0
[RECEIVABLES] 211,204
[ALLOWANCES] 0
[INVENTORY] 0
[CURRENT-ASSETS] 0
[PP&E] 0
[DEPRECIATION] 0
[TOTAL-ASSETS] 13,921,653<F1>
[CURRENT-LIABILITIES] 0
[BONDS] 0
[COMMON] 0
[PREFERRED-MANDATORY] 0
[PREFERRED] 0
[OTHER-SE] 13,469,141<F2>
[TOTAL-LIABILITY-AND-EQUITY] 13,921,653<F3>
[SALES] 0
[TOTAL-REVENUES] 21,407,429<F4>
[CGS] 0
[TOTAL-COSTS] 0
[OTHER-EXPENSES] 1,446,129
[LOSS-PROVISION] 0
[INTEREST-EXPENSE] 0
[INCOME-PRETAX] 19,961,300
[INCOME-TAX] 0
[INCOME-CONTINUING] 19,961,300
[DISCONTINUED] 0
[EXTRAORDINARY] 0
[CHANGES] 0
[NET-INCOME] 19,961,300
[EPS-PRIMARY] 112.29<F5>
[EPS-DILUTED] 0
<FN>
<F1>In addition to cash and receivables, total assets include net investments
in real estate of $10,357,753, investment in joint venture of $2,545,454, net
deferred leasing commissions of $193,396 and other assets of $32,362.
<F2>Other Stockholders' Equity represents partners' capital.
<F3>Liabilities include accounts payable and accrued liabilities of $400,659
and other liabilities of $51,853.
<F4>Total revenue includes rent of $2,000,129, gain on sale of real estate of
$19,127,672, equity in earnings of joint venture of $111,562 and other
revenues of $168,066.
<F5>Represents net income per Unit of limited partnership interest.
</FN>
</TABLE>
