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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported)April 25, 2000
DEAN WITTER REALTY INCOME PARTNERSHIP II,
L.P.
(Exact name of registrant as specified in its
charter)
Delaware 0-18150 13-
3244091
(State or other jurisdiction Commission
(I.R.S. Employer of incorporation) File Number)
Identification
No.)
Two World Trade Center, New York, New York 10048
(Address of principal executive offices) (Zip
Code)
Registrant's telephone number, including area
code(212) 392-1054
(Former name or former address, if
changed since last report)
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Item 5. Other Events
Taxter Park Associates ("TPA") has entered into an
agreement with an unaffiliated third party to sell
Taxter Corporate Park for $43 million.
Consummation of the sale is subject
to customary closing costs and conditions,
including final due diligence by the buyer.
The Partnership owns a 14.8% general partnership
interest in TPA. If the sale is consummated
in accordance with the agreement and without
modification of the sale price, the
Partnership's share of the net proceeds of the
sale would be approximately $4.9 million
after satisfaction of the
Partnership's obligations arising in
connection with the 1999 purchase from KLM
Royal Dutch Airlines of its space at the
property. Accordingly, if the sale is
consummated in
accordance with the agreement and without
modification of the sale price, the
Partnership would expect to distribute net
sales proceeds of approximately $27 per
investment Unit to Limited Partners, of
which approximately $1 per investment Unit
is expected to be distributed approximately six
months after closing of the sale.
There can be no assurance that the sale
contemplated by the agreement will be
consummated and that, if the sale is
consummated, the final sale price would not be
less than $43 million.
The sale of property would cause the
dissolution of the Partnership; however, the
timing of the final liquidation of the
Partnership is uncertain at this time.
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SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
By: Dean Witter
Realty Income
Partnership II, L.P.
General Partner
By: Dean Witter
Realty Income Properties II, Inc.
Managing
General Partner
Date: April 25, 2000 By:
/s/ Charles M.
Charrow
Charles M. Charrow
Controller
(Principal
Financial and
Accounting Officer)
