<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION Washington,
D.C. 20549
FORM 10-K/A
[ 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 0-18150
DEAN WITTER REALTY INCOME PARTNERSHIP
II, L.P. (Exact name of registrant as
specified in its charter)
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
Securities registered pursuant to Section 12(b)
of the Act:
Title of each className 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 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>
DEAN WITTER REALTY INCOME PARTNERSHIP II, 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 Schedules
(see Index to
Financial Statements filed as part of Item
8 of this Annual Report).
3. Exhibits
(3)(a) Amended and Restated
Agreement of Limited Partnership
dated as of September 6, 1984
set forth in Exhibit A to the
Prospectus included in
Registration Statement Number
2-93207 is incorporated herein by
reference.
(b) Certificate
of Limited Partnership included
in Registration Statement Number 2-
93207 is incorporated herein
by reference.
(4)(a) Amended and Restated
Agreement of Limited Partnership
dated as of September 6, 1984
set forth in Exhibit A to the
Prospectus included in
Registration Statement Number
2-93207 is incorporated herein by
reference.
(b) Certificate
of Limited Partnership included
in Registration Statement Number 2-
93207 is incorporated herein
by reference.
(10)(a) Purchase and Sale
Agreements for properties
purchased were filed as Exhibits to
Form 8-K on May 24, 1985, July 15,
1985, October 29, 1985, November 15,
1985, February 27, 1986, August 29,
1986, September 4, 1986, December
18, 1986 and December 30, 1986 and
are incorporated herein by reference.
(b) Purchase and Sale
Agreement, dated as of October
19, 1995, between Dean Witter
Income Partnership II, L.P.,
Midway Crossing Limited Partnership,
Dean Witter Income Partnership III,
L.P., Genesee Crossing Limited
Partnership, Farmington/9 Mile
Associates, a Michigan Limited
Partnership, Hampton Crossing
Associates, Rochester Hills Limited
Partnership, Dean Witter Realty
Yield Plus, L.P. and New Plan Realty
Trust (including Exhibit J thereto)
was filed as an exhibit to Form 8-K
on December 11, 1995 and is
incorporated herein by reference.
(c) First Amendment to Purchase and Sale
Agreement, dated
as of October 19, 1995, between Dean Witter
Income
Partnership II, L.P., Midway Crossing Limited
Partnership, Dean Witter Income Partnership III, L.P.,
Genesee Crossing
Limited Partnership, Farmington/9 Mile
Associates, a Michigan Limited Partnership,
Hampton Crossing Associates, Rochester Hills
Limited Partnership, Dean Witter Realty
<PAGE>
Yield Plus, L.P. and New Plan Realty Trust was
filed
as an exhibit to Form 8-K on December 11, 1995 and is
incorporated herein by reference.
(d) Purchase and Sale Agreement dated as
of
December 19, 1996, between Dean Witter
Realty Income Partnership II, L.P., a Delaware
limited partnership, as Seller and Office
Opportunity Fund III, a California limited
partnership, as Purchaser was filed as an
Exhibit to Form 8-K on February 27, 1997 and
is incorporated herein by reference.
(e) Purchase and Sale
Agreement,
dated as of February 28, 1997, between
Century Square Venture, a California
general
partnership, as Seller and Speiker
Properties, L.P., a California limited
partnership, as
Purchaser was filed as an Exhibit to Form 8-K
on April 10, 1997 and is incorporated
herein by reference.
(f) Purchase and Sale Agreement, dated as of October
22, 1997, between Framingham
Corporate Center Limited Partnership as
Seller and Massachusetts Mutual Life
Insurance Company as Purchaser was filed as
an Exhibit to Form 8-K on December 3, 1997
and is incorporated herein by reference.
(g) Purchase and Sale Agreement, dated as of
February 10, 1998, between DWR Chesterbrook
Associates, Glenhardie
Corporation, the Partnership, Dean Witter Realty Income
Partnership III, L.P., and Part Six Associates, as
Sellers, and FV Office Partners, L.P., as Purchaser was
filed as an Exhibit to Form 8-K on April 1, 1998 and is
incorporated herein by reference.
(h) Purchase and sale Agreement Dated as
of
February 16, 1999
between
Dean Witter Realty Income
Partnership II, L.P., Dean Witter
Realty Income Partnership III, L.P.,
and New Plan Excel Realty Trust,
Inc. was filed as an exhibit to
Form 10-Q on March 18, 1999 and is
incorporated herein by reference.
(i) Assignment and Option Agreement
dated February 8, 1999 between
Taxter Park Associates and DW
Taxter Special Corp was filed as an
Exhibit to Form 10-Q on March 18,
1999 and is incorporated herein by
reference
(21) Subsidiaries:
Century Square
Venture, a California general
partnership; Framingham Corporate
Center LP, a Massachusetts limited
partnership.
(27) Financial Data Schedule.
(b)Reports on Form 8-K -
No Forms 8-K were filed by the Partnership
during the
last quarter of the period
covered by
this report.
(d) (1) See paragraph (a) (2) above.
(2) Financial Statements of Taxter Park
Associates, the
joint
Venture which owns Taxter
Corporate Park.
<PAGE>
DEAN WITTER REALTY INCOME PARTNERSHIP II, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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 II, L.P.
By: Dean Witter Realty Income Properties II Inc.
Managing General Partner
By: /s/E. Davisson Hardman, Jr.Date:
April 12, 2000
E. Davisson Hardman, Jr.
President
By: /s/Charles M. CharrowDate:
April 12, 2000
Charles M. Charrow
Controller
(Principal Financial and Accounting Officer)
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 II INC.
Managing General Partner
/s/William B. Smith Date:
April 12, 2000
William B. Smith
Chairman of the Board of Directors
/s/E. Davisson Hardman, Jr.Date:
April 12, 2000
E. Davisson Hardman, Jr.
Director
/s/Ronald T. Carman Date:
April 12, 2000
Ronald T. Carman
Director
/s/Lewis A. Raibley, IIIDate:
April 12, 2000
Lewis A. Raibley, III
Director
<PAGE>
DEAN WITTER REALTY INCOME PARTNERSHIP II, L.P.
Two World
Trade Center
New York,
New York
10048
Securities and Exchange
Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
Attached is Registrant's Form 10-K/A by which
the financial statements of Taxter Park
Associates are filed as financial statement
schedules to Registrant's annual report on Form
10K for the year ended October 31, 1999.
Very truly
yours,
Date: April 12, 2000
By: Dean
Witter Realty Income
Propertie
s, II
Inc.
Managi
ng
Genera
l
Partner
By:
/S/Charles M. Charrow
Charles
M.
Charrow
Controlle
r
<PAGE>
Independent Auditors' Report
To The Partners of
Taxter Park Associates
We have audited the accompanying balance
sheets of Taxter Park Associates
(the "Partnership") as of December 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 December
31, 1999. These financial statements are
the responsibility of the Partnership's
management. Our responsibility is to express
an opinion on these financial statements 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 Taxter Park Associates as
of December 31, 1999 and 1998, and the results
of its operations and its cash flows for each
of the three years in the period ended
December 31, 1999 in conformity with generally
accepted accounting principles.
/s/Deloitte & Touche LLP
DELOITTE
& TOUCHE LLP
New York, New York
March 20, 2000
<PAGE>
<TABLE>
TAXTER PARK ASSOCIATES
BALANCE SHEETS
December 31, 1999 and 1998
<CAPTION>
1999 1998
ASSETS
<S> <C>
<C>
Cash and cash equivalents $
450,933 $
35,847
Real estate, at cost: Land
1,798,825
1,798,825
Buildings and improvements
26,982,320
27,558,482
28,781,145 29,357,307
Accumulated depreciation
13,542,977
13,019,324
15,238,168 16,337,983
Deferred leasing commissions, net
238,115
193,292
Other assets
602,936
1,287,425
$16,530,152 $17,854,547
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable and accrued
liabilities $
399,638 $
640,028
Partners' capital
16,130,514
17,214,519
$16,530,152
$17,854,547
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
TAXTER PARK ASSOCIATES
INCOME STATEMENTS
Years ended December 31, 1999, 1998 and 1997
<CAPTION>
1999 1998
1997 <S>
<C> <C>
<C>
Revenues:
Rental $ 5,269,027
$5,684,312
$5,568,140
Interest and other 39,476
68,706
114,082
5,308,503
5,753,018
5,682,222
Expenses:
Property operating 3,144,567
2,439,845
3,168,784
Depreciation 1,238,389
1,311,491
1,093,264
Amortization 129,637
166,557
166,577
4,512,593
3,917,893
4,428,625
Net income $ 795,910
$1,835,125
$1,253,597
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
TAXTER PARK ASSOCIATES
STATEMENTS OF PARTNERS' CAPITAL
Years ended December 31, 1999, 1998, and 1997
<CAPTION>
<S>
<C>
Partners' capital at January
1, 1997
$19,254,076
Net
income
1,253,597
Capital
contributions
652,219
Cash
distributions
(2,710,562)
Partners' capital at December
31, 1997
18,449,330
Net
income
1,835,125
Capital
contributions
517,939
Cash
distributions
(3,587,875)
Partners' capital at December
31, 1998
17,214,519
Net
income
795,910
Capital
contributions
311,184
Cash
distributions
(2,191,099)
Partner's capital at December
31, 1999
$16,130,514
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
TAXTER PARK ASSOCIATES
STATEMENTS OF CASH FLOWS
Years ended December 31, 1999, 1998, and 1997
<CAPTION>
1999
1998 1997
<S> <C> <C>
<C>
Cash flows from operating activities:
Net income $ 795,910
$ 1,835,125
$1,253,597
Adjustments to reconcile net income
to net cash provided by operating activities:
Depreciation 1,238,389
1,311,491
1,093,264
Amortization 129,637
166,557
166,577
Decrease (increase) other assets 684,489
(91,865) 212,801
(Decrease) increase accounts payable
and accrued liabilities (240,390)
358,936 7,852
Net cash provided by operating
activities 2,608,035
3,580,244 2,734,091
Cash flows from investing activities:
Additions to real estate (313,034)
(517,938)
(652,218)
Cash flows from financing activities:
Capital contributions 311,184
517,939
652,219
Cash distributions (2,191,099)
(3,587,875)
(2,710,562)
Net cash used in financing activities
(1,879,915) (3,069,936) (2,058,343)
Increase (decrease) in cash and cash
equivalents 415,086 (7,630) 23,530
Cash and cash equivalents at beginning
of year
35,847 43,477 19,947
Cash and cash equivalents at end of year $
450,933 $ 35,847 $ 43,477
See accompanying notes to financial statements.
</TABLE>
<PAGE>
TAXTER PARK ASSOCIATES
NOTES TO FINANCIAL STATEMENTS
1. Organization
Taxter Park Associates the ("Partnership") was
formed in 1986 under the laws of the State of
New York, to acquire interests in the
Taxter Corporate Park in Westchester County,
New York. The buildings consist of 344,741
net rentable square feet. The property is not
encumbered by debt.
The general partners of the Partnership are
Dean Witter Realty Income Partnership II,
L.P. (14.8%), Dean Witter Realty Income
Partnership III, L.P. (44.6%) and Dean Witter
Realty Income Partnership IV, L.P. (40.6%).
The Partnership Agreement provides that all
cash flow, profits, losses and credits of
the Partnership shall be allocated in
proportion to the Partners' original capital
contributions.
The joint venture expects to sell the property
in 2000.
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 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.
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 <PAGE>
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 December 31, 1999. The cash flows
used to evaluate the recoverability of the
assets 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.
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.
Cash and cash equivalents consist of cash and
highly liquid investments with maturities, when
purchased, of three months or less.
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.
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;
(c) payments made by the seller of the property
in prior years under a rental income guaranty
were
<PAGE>
accounted for as rental income; and (d)
writedowns for impairment of real estate are
not deductible. The tax basis of the
Partnership's assets and liabilities is
approximately $20 million higher than the
amount reported for financial statement
purposes.
3. Lease Commitments
Minimum future rental income under
noncancellable operating leases as of December
31, 1999 is as follows:
Year ending December 31:
2000 4,427,923
2001 2,876,074
2002 1,983,000
2003 401,676
2004 540,852
Thereafter 1,086,577
Total $11,316,102
The Partnership has determined that all leases
relating to the property are operating leases.
The terms range from two to ten years, and
generally provide for fixed minimum rents with
rental escalation and/or expense reimbursement
clauses.
4. Related Party Transactions
An affiliate of the partners co-managed the
buildings at the property until December 31,
1998. The Partnership paid the affiliate
management fees of approximately $175,700
and $179,000 in 1998 and 1997, respectively, for
such services.
