<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 0-18150
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>
PART I.
ITEM 1. BUSINESS
The Registrant, Dean Witter Realty Income
Partnership II, L.P. (the "Partnership"), is a
limited partnership formed in September 1984
under the Uniform Limited Partnership Act of
the State of Delaware for the purpose of
investing primarily in income-producing office
and retail properties.
The Managing General Partner of the
Partnership is Dean Witter Realty Income
Properties II Inc. (the "Managing General
Partner"), a Delaware corporation which is
whollyowned by Dean Witter Realty Inc.
("Realty"). The Associate General Partner is
Dean Witter Realty Income Associates II, L.P.
(the "Associate General Partner"), a Delaware
limited partnership, the general partner of
which is Dean Witter Realty Income
Associates II 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 in Note 6 to
the consolidated financial statements in Item 8
and in Item 13 below.
The Partnership issued 177,023 units of limited
partnership interest (the "Units") with gross
proceeds from the offering of $177,023,000.
The offering has been terminated and no
additional Units will be sold.
The proceeds from the offering were used to
make equity investments in five office
properties and three retail properties, all
of which were acquired without mortgage debt.
All properties but the Taxter property were sold
to unaffiliated purchasers prior to October
31, 1999. The
Taxter property is described in Item 2 below.
The Partnership's interest in the Taxter
property is the Partnership's sole property
interest. The partnership which owns the
Taxter Corporate Park property (the "Taxter
Partnership") has identified unaffiliated
parties who are interested in buying the
property, and will attempt to sell the
property after it has completed its current
efforts to lease certain vacant space
(approximately 20% of the
property's space). However, there can be no
assurance that the property will be sold.
The Partnership considers its business to
include one industry segment, investment in
real property. Financial information
regarding the Partnership is in the
Partnership's consolidated financial statements
in Item 8 below.
The Taxter property is subject to competition
from similar types of properties in the
vicinity in which the property is located.
Further information regarding competition and
market conditions 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. PROPERTIES
<PAGE>
<TABLE>
The Partnership's principal offices are located
at Two World Trade Center, New York, New York
10048. The Partnership has no other offices.
<CAPTION>
<S> <C> <C> <C>
<C>
Year Acquisition Net
Rentable
Type of
Completed/ Cost
Area Ownership of Land
Property and Location Acquired ($000)
(000 sq. ft.)
and Improvements
Taxter Corporate Park 1987,88/1986,88
$7,659 345
14.8% general
Westchester county,
NY partnership
Two office buildings
interest1
1.Dean Witter Realty Income Partnership III,
L.P. and Dean Witter Realty Income
Partnership IV L.P., affiliates of the
Partnership, own the remaining 44.6% and
40.6% general partnership interest,
respectively.
The property was built with on-site parking
facilities. The property is not encumbered by
mortgage debt and 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 Taxter Corporate Park through
December 31, 1998.
In fiscal 1999, the Partnership sold the
Pavilions at East Lake Shopping Center, located
in Atlanta, Georgia.
Further information relating to the
Partnership's properties is included in Item
7 and footnotes 4 and 5 to the
consolidated financial statements included in
Item 8 below. ITEM 3. LEGAL PROCEEDINGS
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.
</TABLE>
<PAGE>
PART II.
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON
EQUITY AND RELATED
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 24,586
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 paid cash distributions
during the year ended October 31, 1999
aggregating $82.92 per Unit, consisting of
$75.13 per Unit from the proceeds from the
sale of the Pavilions at East Lake property
and $7.79 per Unit from the repayment of the
Wallkill Plaza promissory note plus interest
(see Note 4 to the consolidated financial
statements). The total distribution, paid
100% to the
Limited Partners, amounted to $14,678,747.
The Partnership paid cash distributions
during the year ended October 31, 1998
aggregating $261.71 per Unit
(including $251.01 per Unit from proceeds from
the sales of the Framingham and Glenhardie
properties, which was paid 100% to the
Limited Partners). Total distributions amounted
to $46,539,150, with $46,328,690 distributed to
the Limited Partners and $210,460 distributed to
the General Partners.
The Partnership has not made distributions of
distributable cash since the fiscal 1998 second
quarter distribution (paid May 1998) and
does not anticipate making regular
distributions to its partners in the future.
Generally, future cash distributions will
be paid from proceeds received from the
sale of the Taxter property and cash
reserves.
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.
<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,
19991 19982
19973
1996 1995
<S> <C> <C> <C> <C>
<C>
Total revenues $ 5,443,817
$22,214,571 $ 29,219,973 $ 17,414,607
$ 18,474,708
Net income (loss) $ 4,861,247
$20,110,183 $ 19,021,129 $ (7,812,706)4
$ (1,079,686)5
Net income (loss)
per Unit of
limited partner-
ship interest $ 27.29 $ 113.03 $
105.21
$ (39.72) $ (8.25)
Cash distributions,
paid per Unit of
limited partner-
ship interest 6,7 $ 82.92 $ 261.71 $
390.23
$ 99.24 $ 40.00
Total assets at
October 31 $ 3,797,814 $13,797,232 $
40,963,845
$100,319,056 $126,318,743
1. Revenues and net income include gains of
$2.8 million on the sale of the Pavilions
at East Lake property and additional gains
totaling $1.5 million from the sales of the
Wallkill Plaza and Glenhardie properties
(sold in prior years).
2. Revenues and net income include gains of
$19.1 million on the sales of the
Framingham and the Glenhardie I and II
properties.
3. Revenues and net income include gains of
$17.2 million on the sales of the United
Services Life Building and the Century
Square office building.
4. Includes $11.9 million loss on impairment
recorded for the Framinghanm Corporate
Center, Glenhardie Corporate Center I and
II and Pavilions at East Lake properties.
5. Includes a $4.9 million write-down of real
estate held for sale (Wallkill Plaza).
6. Distributions paid to limited partners
include returns of capital per Unit of
limited partnership interest of $55.63,
$148.68, $332.99, $99.24, and $40.00 for
the years ended October 31, 1999, 1998,
1997, 1996, and 1995 respectively,
calculated as the excess of cash
distributed per Unit over accumulated
earnings per Unit not previously
distributed.
7. Include distributions of proceeds from
sales of real
estate as follows: 1999 - $82.92; 1998 -
$251.01; 1997 - $356.04; 1996 - $60.65.
The above financial data should be read in
conjunction with the consolidated 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 $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 fiscal years 1993 and
1996, respectively. The United Olympic and
Century Square office buildings were sold in
fiscal year 1997. The Framingham Corporate
Center and Glenhardie Corporate Center I and
II office buildings were sold in fiscal year
1998. The Pavilions at East Lake Shopping
Center was sold in fiscal year 1999. See Note 4
to the consolidated financial statements.
As a result of property sales, Partnership
cash flow from operations decreased during
fiscal year 1999 as compared to 1998.
Currently, the Partnership's interest in the
Taxter property is the Partnership's sole
property interest. The
partnership which owns the Taxter Corporate
Park property (the "Taxter Partnership")
has identified unaffiliated parties who are
interested in buying the property, and will
attempt to sell the property after it has
completed its current efforts to lease certain
vacant space (approximately 20% of the
property's space). However, there can be no
assurance that the Taxter property will be sold.
On February 8, 1999, an affiliate of the
Managing General Partner, as an
accommodation to the Taxter Partnership,
purchased the leasehold interest of KLM Royal
Dutch Airlines in approximately 20% of the
property's space. See Note 5 to the
consolidated financial statements.
The Taxter Partnership expects to buy and
immediately sell the former KLM leasehold
interest at the time the property is sold,
using a portion of the proceeds from the sale
of the Taxter property.
The office markets in Westchester County, New
York and the west Westchester sub-market in
which Taxter Corporate Park is located, have
recently improved as both occupancy levels and
rental rates increased during the last three
months of
fiscal 1999. During the year ended October 31,
1999, average occupancy at the property was
approximately 84% and,at
October 31, 1999, the property was 72% occupied
as compared to 98% at October 31, 1998. The
property is leased to 16 tenants.
The lease of Fuji Photo Film (for
approximately
28% of the property's space) expires in fiscal
2001. No
other tenants occupy more than 10% of the
property.
The Taxter Partnership may incur
material capital expenditures to lease
additional vacant space. The amount of such
expenditures is uncertain at this time.
Any
unfunded <PAGE>
costs at the time the Taxter property is
sold may be deducted from sale proceeds. As
of October 31, 1999, the Partnership had
commitments to fund approximately $42,000 for
its share of tenant improvements and leasing
commissions at the Taxter Property.
During the year ended October 31, 1999, the
Taxter Property generated positive cash flow
from operations, and it is anticipated that
it will continue to do so during the period the
Partnership continues to own its interest
in the property. To the extent that the vacant
space at the Taxter property
cannot be re-leased, the
Partnership's cash
distributions from the Taxter Partnership will
be reduced.
During the year ended October 31, 1999, the
Partnership's cash flow from operations and
distributions received from the Taxter
Partnership exceeded its capital expenditures
at the Pavilions at East Lake property and
contributions to the Taxter Partnership for its
share of tenant improvements and leasing
commissions.
During the year ended October 31, 1999, the
Partnership made cash distributions of proceeds
from sales of properties. See Item 5.
Generally, future cash distributions will be
paid from proceeds received from the sale of
the Taxter property and cash reserves
(including approximately $771,000
of
undistributed proceeds from the sales of the
Glenhardie and Pavilions at East Lake
properties). The Partnership believes that
its cash reserves are adequate for its needs in
fiscal 2000.
Deferred leasing commissions, other assets
and accounts payable and other liabilities
decreased in 1999 as a result of the sale of
the Pavilions at East Lake property.
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 year ended October 31, 1999
compared to 1998 and for the year ended
October 31, 1998 compared to 1997 are primarily
attributable to the following:
In 1999, the gains on sales of real estate
resulted from the sale of the Pavilions at
East Lake property (approximately $2,827,000),
the receipt of proceeds from the contingent
promissory note in connection with the 1996
sale of the Wallkill Plaza property
($1,200,000) and the return of the
the escrow deposit resulting from the 1998
sale of the Glenhardie II property
($293,000). (See Note 4 to the consolidated
financial Statements).
In 1998, the gains on sales of real estate
resulted from the sales of the Framingham
Corporate Center and Glenhardie properties
(the "1998 Properties Sold"). In 1997, the
gains on sales of real estate resulted from the
sale of the United Olympic and the Century
Square properties (the "1997 Properties
Sold").
<PAGE>
Rental income, property operating expenses, and
depreciation and amortization expenses
decreased in 1999 as compared to 1998 as a
result of the sales of the Pavilions at East
Lake property and the 1998 Properties Sold.
Such items also decreased in 1998 as
compared to 1997 as a result of the sale of
the 1998 Properties Sold and the 1997
Properties Sold.
Interest and other income increased by
approximately $246,000 during 1999 compared to
1998 primarily due to the interest received on
the Wallkill Plaza promissory note and the
Glenhardie escrow deposit. This increase was
partially offset by a decrease in 1999 on
interest earned on the proceeds from the
sale of properties until such proceeds were
distributed to the Limited Partners.
Interest and other income decreased during 1998
compared to 1997 primarily because the
Partnership's interest earned in 1997 on the
proceeds from the sales of the 1997 Properties
Sold (until such proceeds were distributed
to Limited Partners) exceeded interest earned
in 1998 on the proceeds from the sales of the
1998 Properties Sold.
General and administrative expenses
decreased in 1999 compared to 1998
primarily due to the elimination of
expenses relating to the 1999 sale of the
Pavilions at East Lake property and the 1998
Properties Sold.
General and administrative expenses
decreased in 1998 compared to 1997
primarily due to the elimination of
expenses relating to the 1998 Properties sold
and the 1997 Properties Sold.
There was no minority interest share of income
in 1999 and 1998 because the joint venture
which owned the Century Square property sold
the property in 1997.
There were no other individually significant
factors which caused changes in revenue 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
II, L.P.
INDEX
Page (a) Financial Statements
Independent Auditors' Report
Consolidated Balance Sheets at October 31,
1999 and 1998 Consolidated Income Statements
for the years ended
October 31, 1999, 1998 and 1997
Consolidated Statements of Partners' Capital
for the years ended October 31, 1999, 1998
and 1997
Consolidated Statements of Cash Flows for the
years
ended October 31, 1999, 1998 and 1997
Notes to Consolidated Financial Statements
(b) Financial Statement Schedule
Real Estate and Accumulated Depreciation III
___________________
All schedules other than that indicated above
have been omitted because either the
required information is not applicable or
the information is shown in the consolidated
financial statements or notes thereto.
<PAGE>
Independent Auditors' Report
To The Partners of
Dean Witter Realty Income Partnership II, L.P.:
We have audited the accompanying consolidated
balance sheets of Dean Witter Realty Income
Partnership II,
L.P. and consolidated partnerships (the
"Partnership") as of October 31, 1999
and 1998 and the related consolidated
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 consolidated
financial statements present fairly, in all
material respects, the financial position
of Dean Witter Realty Income Partnership
II, L.P. and consolidated partnerships as
of October 31, 1999 and 1998 and the
results of their operations and their
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 consolidated 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 II, L.P.
CONSOLIDATED BALANCE SHEETS
<CAPTION>
Octobe
r 31,
1999 1998
<S> <C>
<C>
ASSETS
Cash and cash equivalents $
1,409,281 $
624,315
Real estate:
Land -
1,900,300
Building and improvements -
13,173,398
Accumulated depreciation -
4,727,834
-
10,345,864
Investment in joint venture
2,331,352
2,373,176
Deferred leasing commissions, net -
223,878
Other assets 57,181
229,999
$
3,797,814 $13,797,232
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable and other liabilities $
193,982 $
375,900
Partners' capital (deficiency)
General partners
(5,433,238)
(5,462,740)
Limited partners ($1,000 per Unit, 177,023 units
issued)
9,037,070
18,884,072
Total partners' capital
3,603,832
13,421,332
$
3,797,814 $13,797,232
See accompanying notes to consolidated financial
statements.
</TABLE>
<PAGE>
<TABLE>
DEAN WITTER REALTY INCOME PARTNERSHIP II, L.P.
CONSOLIDATED INCOME STATEMENTS
For the years ended October 31, 1999, 1998 and 1997
<CAPTION>
1999
1998 1997
<S> <C>
<C> <C>
Revenues:
Rental $
551,241 $
2,722,329 $11,331,966
Gains on sales of real estate 4,320,001
19,097,127
17,232,823
Equity in earnings of joint venture
238,583
226,269
209,663
Interest and other
333,992
168,846 445,521
5,443,817 22,214,571
29,219,973
Expenses:
Property operating 248,910
985,746 4,483,709
Depreciation
113,395
548,902 2,204,761
Amortization
17,074
94,228 310,960
General and administrative 203,191
475,512 715,929
582,570 2,104,388
7,715,359
Income before minority interest
4,861,247
20,110,183
21,504,614
Minority interest
- - -
2,483,485
Net income $
4,861,247
$20,110,183
$19,021,129
Net income allocated to:
Limited partners $
4,831,745
$20,008,877
$18,624,181
General partners
29,502
101,306
396,948
$
4,861,247 $20,110,183
$19,021,129
Net income per Unit of limited
partnership interest $ 27.29
$
113.03 $ 105.21
See accompanying notes to consolidated financial
statements.
</TABLE>
<PAGE>
<TABLE>
DEAN WITTER REALTY INCOME PARTNERSHIP II, L.P.
CONSOLIDATED 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 $ 95,659,390
$(5,078,043) $
90,581,347
Net income 18,624,181
396,948 19,021,129
Cash distributions
(69,079,686) (672,491)
(69,752,177)
Partners' capital (deficiency)
at
October 31, 1997 45,203,885
(5,353,586) 39,850,299
Net income 20,008,877
101,306 20,110,183
Cash distributions
(46,328,690) (210,460)
(46,539,150)
Partners' capital (deficiency)
at
October 31, 1998 18,884,072
(5,462,740) 13,421,332
Net income 4,831,745
29,502 4,861,247
Cash distributions
(14,678,747)
(14,678,747)
Partners' capital (deficiency)
at
October 31, 1999
$ 9,037,070 $(5,433,238)
$ 3,603,832
See accompanying notes to consolidated financial
statements.
</TABLE>
<PAGE>
<TABLE>
DEAN WITTER REALTY INCOME PARTNERSHIP II, L.P.
CONSOLIDATED 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 $
4,861,247 $
20,110,183 $19,021,129
Adjustments to reconcile net income
to net cash provided by operating activities:
Gains on sales of real estate
(4,320,001)
(19,097,127) (17,232,823)
Depreciation
113,395
548,902 2,204,761
Amortization
17,074
94,228 310,960
Equity in earnings of Taxter joint venture
(238,583) (226,269) (209,663)
Minority interest in joint venture's operations
-
- 2,483,485
(Increase) decrease in operating assets:
Deferred leasing commissions
(60,767)
(231,865) (196,316)
Other assets
172,818
373,626 (89,219)
(Decrease) increase in accounts payable
and other liabilities:
(181,918)
(709,107) 305,687
Net cash provided by operating
activities
363,265
862,571 6,598,001
Cash flows from investing activities:
Proceeds from sales of real estate
15,009,113
44,623,521 73,238,230
Distributions from Taxter joint venture
321,292 521,385 408,903
Investments in Taxter joint venture
(40,885)
(95,492) (77,122)
Additions to real estate
(189,072)
(489,976) (934,688)
Minority interest in proceeds from sale
of real estate -
- -
(10,446,817)
Net cash provided by
investing activities 15,100,448
44,559,438 62,188,506
(continued)
</TABLE>
<PAGE>
<TABLE>
DEAN WITTER REALTY INCOME PARTNERSHIP II, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the years ended October 31, 1999, 1998 and
1997 (continued)
<CAPTION>
1999
1998 1997 <S>
<C> <C>
<C>
Cash flows from financing activities:
Cash distributions to partners
(14,678,747)
(46,539,150) (69,752,177)
Minority interest in joint venture's
distributions -
- -
(492,285)
Additional investment by minority interest -
-
5,559
Net cash used in financing activities
(14,678,747) (46,539,150)
(70,238,903)
Increase (decrease) in cash and cash
equivalents 784,966 (1,117,141)
(1,452,396)
Cash and cash equivalents at beginning
of year
624,315 1,741,456 3,193,852
Cash and cash equivalents at end of year $
1,409,281 $
624,315 $ 1,741,456
Supplemental disclosure of non-cash
investing activities:
Reclassification of real estate held
for sale:
Land $
- - $ -
$ 1,829,099
Buildings and improvements -
- -
26,370,585
Accumulated depreciation -
- -
(14,692,936)
Real estate held for sale $ - $ -
$
13,506,748
See accompanying notes to consolidated financial
statements.
</TABLE>
<PAGE>
DEAN WITTER REALTY INCOME
PARTNERSHIP II, L.P. NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS
October 31, 1999, 1998 and
1997
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 is
managed by Dean Witter Realty Income Properties II
Inc. (the "Managing General Partner"). The
Partnership's fiscal year
ends on October 31.
In 1985, the Partnership issued 177,023 units
of limited partnership interest (the "Units") for
$177,023,000. No
additional Units will be sold. The proceeds of
the offering
were used to make equity investments in
income-producing
office and retail properties which were not
encumbered by
debt when acquired.
The Partnership expects its joint venture to
sell its
investment in Taxter Corporate Park in 2000.
Pursuant to
the Partnership Agreement, the sale of the
Partnership's last property 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 financial statements include the accounts
of the
Partnership and the Century Square and Framingham
Corporate
Center joint ventures on a consolidated
basis. The
Partnership owned a 75% interest in the
Century Square
property until its sale in April 1997 and a 95%
interest in the Framingham Corporate Center
property until its sale in
December 1997.
The equity method of accounting has been
applied to the
Partnership's 14.8% interest in the general
partnership
which owns the Taxter Corporate Park property
(the "Taxter
Partnership") because of the Partnership's
continuing
ability to exert significant influence.
Affiliates of the
Partnership, Dean Witter Realty Income Partnership
III, L.P.
and Dean Witter Realty Income Partnership IV, L.P.
own the
remaining 44.6% and 40.6% interests,
respectively,in the
Taxter Partnership.
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.
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 II, L.P.
NOTES TO CONSOLIDATED 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 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),
including the real estate (and related assets)
owned by the
Taxter Partnership. 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 values 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.
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.
<PAGE>
DEAN WITTER REALTY INCOME PARTNERSHIP II, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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 $19.4
million higher than the amounts reported for
financial
statement purposes.
The implementation in 1999 of Statement 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
consolidated 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 Partner 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.
Distributions paid to limited partners include
returns of
capital per Unit of limited partnership interest
of $55.63, $148.68, and $332.99 for the years
ended October 31, 1999,
1998 and 1997, respectively, calculated as the
excess of
cash distributed per Unit over accumulated earnings
per Unit
not previously distributed.
<PAGE>
<TABLE>
DEAN WITTER REALTY INCOME PARTNERSHIP II, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
<CAPTION>
4. Sales of Real Estate
000's
<S> <C> <C>
<C>
<C>
Date Negotiate Net Gain
on
Property of d Proceeds Sale
Sale Sale From
Price Sale
Fiscal 1999:
Pavilions at 03/01/ $14,000
$13,516 $ 2,827
East Lake 99
1,200 1,200 Collection of
Wallkill
Plaza note
receivable
Return of
Glenhardie
293 293
II escrow
balance
$15,009 $4,320 Fiscal 1998
Sales:
Framingham
Corporate 12/03/ $26,050
$25,342 $11,018
Center 97
Glenhardie
Corporate
Center
I and II 04/01/ 19,700
19,282 8,079
98
$45,750
$44,624 $19,097
Fiscal 1997
Sales:
$33,750
$32,395 $ 9,554
41,500
40,843 7,679
United Services
Life Building 02/27/
97
Century Square
04/10/
97
$75,250
$73,238 $17,233
All of the properties were sold to unaffiliated
buyers.
The net proceeds from the sales are net of
closing costs. </TABLE>
<PAGE>
The Pavilions at East Lake property, located in
Atlanta, GA, was acquired in 1986 and sold in
1999; its carrying value was $10,345,864 at
October 31, 1998.
As of October 31, 1999, all of the net sales
proceeds were distributed except for
approximately $771,000 from the sales of the
the Glenhardie and Pavilions at East Lake
properties, which were added to the
Partnership's cash reserves.
As part of the Purchase and Sale
Agreement for the Glenhardie I and II
properties (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 related to
Glenhardie II. The
Partnership did not include the amount of the
escrowed sales proceeds in its calculation of
the gain on the sale of the property because
of the uncertainty of its realization. In
October 1999, the Partnership received
approximately $344,000, the remaining balance
of the escrow deposit (including interest
of approximately $51,000) after all costs of
the Glenhardie II Improvements had been funded.
With regards to the sale of the Century Square
property, the Partnership paid, from the net
proceeds from the sale, approximately $10.2
million to the minority interest, Dean Witter
Realty Income Partnership I, L.P. (an affiliate
of the Partnership). The minority interest's
share of the gain on sale was approximately $2.2
million.
In fiscal 1996, the Partnership sold the
Wallkill Plaza shopping center. A portion of
the sale price was represented by a $1.2
million promissory note from the purchaser,
payment of which was contingent on the
outcome of the bankruptcy proceedings of
Bradlees Department Stores, an anchor tenant
at the shopping center. In 1996, the
Partnership did not include the $1.2 million
note in the calculation of the gain on sale of
the property because of the uncertainty of
its realization. In April 1999, the purchaser
paid the Partnership approximately $1.4
million, representing payment of the note in
full, plus interest at 4.5%.
In accordance with the Partnership Agreement,
all of the distributed net sale proceeds
(plus related interest) were paid 100% to
the Limited Partners, and all gains from
property sales (plus related interest) were
allocated 100%
to the Limited Partners.
5. Investment in Joint Venture
Taxter Corporate Park, Westchester County, New
York
The partners of the Taxter Partnership receive
cash flow and profits and losses according to
their interests.
In 1987, the Taxter Partnership sold a leasehold
interest in approximately 20% of the property's
space to KLM Royal Dutch Airlines ("KLM"). In
1998, KLM accepted a $6.75 million purchase
offer for the leasehold interest, which the
Taxter Partnership had the right to match.
The partners of the Taxter Partnership
believe that inclusion of the KLM space
improves the value and salability of the
property; however, the partners did not have
sufficient cash to fund the purchase.
Therefore, an affiliate of the Managing General
Partner (the "Affiliate"), as an
accommodation, purchased the leasehold interest
on February 8, 1999 for $6.75 million and
assumed the rights and obligations of KLM
thereunder.
On February 4, 1999, the Taxter Partnership and
KLM entered into a new short-term lease which
allows KLM to continue to occupy 50% of the
space subject to the leasehold interest. On
February 8, 1999, the Affiliate also assumed the
rights and obligations of the Taxter
Partnership under this new lease.
As part of the purchase of the leasehold
interest, the Taxter Partnership received an
option to purchase the leasehold interest
and assume the new lease from the
Affiliate
<PAGE>
<TABLE>
DEAN WITTER REALTY INCOME PARTNERSHIP II, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
for a purchase price of $6.75 million plus the
costs of any tenant improvements, leasing
commissions and capital expenditures
incurred by the Affiliate in connection with
the leasehold interest (collectively, the
"Resale Price"). The Taxter Partnership also
granted the Affiliate an option to require the
Taxter Partnership to purchase the leasehold
interest and assume the new lease for the Resale
price. When the property is sold, the
Taxter Partnership will be obligated to
purchase the leasehold interest and assume the
new lease from the Affiliate for the Resale
Price.
Summarized balance sheet information of
the Taxter Partnership are as follows:
<CAPTION>
<S> <C>
October 31, <C>
1999 1998
Land and buildings, net $15,680,607
$16,630,575 Other1,670,760 913,738
Total assets $17,351,367
$17,544,313
Liabilities $ 214,272 $ 124,622
Partners' capital 17,137,095
17,419,691
Total liabilities and capital $17,351,367
$17,544,313
Summarized results of the operations of
the Taxter Partnership are as follows:
Years ended
October 31,
1999 1998
1997
Rental income $5,860,022
$5,158,170
$5,511,684
Other income 45,245
67,779
181,367
5,905,267
5,225,949 5,693,051
Property operating expenses 3,054,679
2,455,628
3,111,753
Depreciation and amortization 1,238,539
1,241,470 1,164,659
4,293,218
3,697,098 4,276,412
Net income $1,612,049
$1,528,851
$1,416,639
</TABLE>
<PAGE>
<TABLE>
DEAN WITTER REALTY INCOME PARTNERSHIP II, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Activity in the Partnership's investment in
the Taxter Partnership is as follows:
<CAPTION>
Years ended
October 31,
1999 1998
1997
<S> <C>
<C> <C>
Investment at beginning of year
$2,373,176 $2,572,800 $2,694,918
Equity in earnings 238,583
226,269
209,663
Distributions
(321,292)
(521,385) (408,903)
Additional investments 40,885
95,492
77,122
Investment at end of year $2,331,352
$2,373,176 $2,572,800
The accounting policies of the Taxter
Partnership are the same as those of the
Partnership.
6. Related Party Transactions
An affiliate of the Managing General
Partner provided property management services
for Taxter Corporate Park (through December
31, 1998), Glenhardie I and II (sold April
1998), Framingham Corporate Center (sold
December 1997) and Century Square (sold April
1997). The Partnership paid the affiliate
management fees (included in property
operating
expenses) of approximately $3,000, $52,000, and
$193,000 for the years
ended October 31, 1999, 1998 and 1997,
respectively.
Another affiliate of the Managing General
Partner performs administrative functions and
processes certain investor transactions and
prepares tax information for the
Partnership. For the years ended October 31,
1999, 1998 and 1997, the affiliate was
reimbursed approximately $109,000, $290,000,
and $396,000, respectively, for these
services. These amounts have been
recorded in general and administrative
expenses.
</TABLE>
<PAGE>
DEAN WITTER REALTY INCOME PARTNERSHIP II, L.P.
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
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.
<PAGE>
DEAN WITTER REALTY INCOME PARTNERSHIP II, L.P.
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 $210,460 and $672,491 for
the years ended October 31, 1998 and 1997,
respectively. There were no cash distributions
paid to the General Partners for the year
ended October 31, 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 6 to the
consolidated financial statements in Item 8
above.
The directors and officers of the
Partnership's Managing GeneralPartner
received no remuneration from the
Partnership.
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
Interests General Partner, as a group
* Own, by virtue of 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
thePartnership 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.
<PAGE>
DEAN WITTER REALTY INCOME PARTNERSHIP II, L.P.
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
Realty Income Associates II Inc., which is a
wholly-owned subsidiary of the Managing
General Partner. The limited partner of the
Associate General Partner is LSA 84 II L.P.,
a Delaware limited partnership. Realty and
certain current and former officers and
directors of Realty are partners of LSA 84 II
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 6 to
the consolidated 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 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.
<PAGE>
(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 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.
<PAGE>
<TABLE>
DEAN WITTER REALTY INCOME PARTNERSHIP II, L.P.
SCHEDULE III
(A) Reconciliation of real estate owned at
October 31: <CAPTION>
<S> <C> <C> <C>
1999 1998 1997
Balance at beginning of $15,073,6
$33,923, $105,946 period
98 086 ,529
Additions (deletions)
during period: 189,072
489,976
Improvements 934,688
Reclassified to real - -
estate held (15,262,77
(19,339, (28,199,6
for sale 0)
364) 84)
Real estate sold (44,758,4
47)
Balance at end of period $ -
$15,073, $
698 33,923,08
6
(B) Reconciliation of accumulated
depreciation:
1999 1998 1997
Balance at beginning of $
$12,757, $
period 4,727,834 533 38,964,7
Additions (deletions) 69
during period: 113,395
548,902
Depreciation expense
Reclassified to real - - 2,204,761
estate held
(8,578,6
for sale (4,841,22
01) (14,692,9
Real estate sold 9) 36)
(13,719
,
0
6
1
)
Balance end of period $
$4,727,8 $12,757,
- 34 533
</TABLE>
<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: January 27, 2000
E. Davisson Hardman, Jr.
President
By: /s/Charles M. Charrow
Date: January 27, 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:
January 27, 2000
William B. Smith
Chairman of the Board of Directors
/s/E. Davisson Hardman, Jr.
Date: January 27, 2000
E. Davisson Hardman, Jr.
Director
/s/Ronald T. Carman
Date:
January 27, 2000
Ronald T. Carman
Director
/s/Lewis A. Raibley, III
Date: January 27, 2000
Lewis A. Raibley, III
Director
<PAGE>
DEAN WITTER REALTY INCOME
PARTNERSHIP II, L.P.
Year Ended October 31, 1999
Exhibit Index
Exhibit No. Description
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
Registrant is a limited partnership which invests in 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> 1,409,281
<SECURITIES> 0
<RECEIVABLES> 1,403
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 3,797,814<F1>
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 3,603,832<F2>
<TOTAL-LIABILITY-AND-EQUITY> 3,797,814<F3>
<SALES> 0
<TOTAL-REVENUES> 5,443,817<F4>
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 582,570
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 4,861,247
<INCOME-TAX> 0
<INCOME-CONTINUING> 4,861,247
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,861,247
<EPS-BASIC> 27.29<F5>
<EPS-DILUTED> 0
<FN>
<F1>In addition to cash and receivables, total assets include investment in
joint venture of $2,331,352 and other asset of $55,778.
<F2>Other Stockholders' Equity represents partners' capital.
<F3>Liabilities include accounts payable and other liabilities of $193,982.
<F4>Total revenue includes rent of $551,241, gains on sales of real estate
of $4,320,001, equity in earnings of joint venture of $238,583 and interest
and other revenues of $333,992.
<F5>Represents net income per Unit of limited partnership interest.
</FN>
</TABLE>
