18
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 December 31, 1997
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 0-18151
DEAN WITTER REALTY GROWTH PROPERTIES, L.P.
(Exact name of registrant as specified in its charter)
Delaware 13-3286866
(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 (Section 229.405 of this
chapter) 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 non-
affiliates of the registrant. Not Applicable
DOCUMENTS INCORPORATED BY REFERENCE
None
Page 1 of 36
ITEM 1. BUSINESS
The Registrant, Dean Witter Realty Growth Properties, L.P.
(the "Partnership") is a limited partnership formed in March
1985 under the Uniform Limited Partnership Act of the State
of Delaware for the purpose of investing primarily in
income-producing properties.
The Managing General Partner of the Partnership is Dean
Witter Realty Growth Properties Inc., a Delaware corporation
(the "Managing General Partner"), which is wholly-owned by
Dean Witter Realty Inc. ("Realty"). The Associate General
Partner is Dean Witter Realty Growth Associates, L.P., a
Delaware limited partnership (the "Associate General
Partner"), the general partner of which is the Managing
General Partner. The Managing General Partner manages and
controls all aspects of the Partnership's operations. The
terms of transactions between the Partnership and its
affiliates are set forth in Item 8 and Item 13 below.
The Partnership issued 78,594 units of limited partnership
interest (the "Units") with gross proceeds from the offering
of $78,594,000. The offering has been terminated and no
additional Units will be sold. The proceeds from the
offering were used to make leveraged investments in three
office properties (one of which was lost through foreclosure
in 1992, one of which was sold in 1996 and one of which was
sold in 1997), an industrial park (which was disposed of in
1995 and 1996) and a hotel (which was sold in 1996). The
properties have all been sold as of December 31, 1997.
The Partnership Agreement provides that the Partnership
shall terminate upon the sale of the Partnership's last
investment, and that dissolution shall be effective on the
day of such event. Accordingly, the Partnership dissolved
upon the sale of its last interest in real estate in October
1997. The Partnership intends to proceed in winding up its
affairs and, upon conclusion of liquidation, to terminate
its existence by filing a certificate of cancellation in the
office of the Delaware Secretary of State.
The Partnership has no employees.
All of the Partnership's business was conducted in the
United States.
ITEM 2. PROPERTIES
The Partnership's principal offices are located at Two World
Trade Center, New York, New York 10048. The Partnership has
no other offices.
During the year ended December 31, 1997, the Partnership
owned, through partnership interest, the following property
interest until its sale in October 1997. See Note 4 to the
consolidated financial statements.
<TABLE>
<CAPTION>
Net Rentable Year(s) Acquisition
Property, Area Completed/ Cost Type
of ownership of
Location and Type (000 sq. ft.) Acquired ($000)
land and improvements
<S> <C> <C> <C> <C>
Bayport Plaza 259 1984/1985 $11.178
46.25% indirect Tampa, FL
General Partnership Office building
interest in a
partnership which
owns the building.
</TABLE>
ITEM 3. 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, DWR, DWD 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 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 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.
PART II.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER
The Partnership has sold its last real estate investment and
is currently winding up its affairs as it proceeds toward
termination.
An established public trading market for the Units does not
exist, and such a market will not develop before termination
of the Partnership. 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 March 17, 1998 there were 6,129 holders of limited
partnership interests.
The Partnership is a limited partnership and, accordingly,
does not pay dividends. However, the Partnership Agreement
permits distributions of "Distributable Cash", as defined,
to its partners. Pursuant to the Partnership Agreement,
Distributable Cash is to be paid 96% to the Limited
Partners, after the Managing General Partner has received a
management fee of 6.25% of Distributable Cash. The Managing
General Partner did not receive a management fee in 1997,
1996 or 1995 because the Partnership did not make a cash
distribution of Distributable Cash in any of those years.
In January 1997, the Partnership made a distribution to
Limited Partners of approximately $10.7 million ($136 per
Unit) from the net proceeds from the sale of its joint
venture interest in Peninsula Office Park, the sale of land
at Braker Center and the remaining proceeds from the sale of
the Bayport Plaza Hyatt Hotel. In 1996, the Partnership
distributed approximately $29.3 million ($373 per Unit) of
proceeds primarily from the sale of the Bayport Hyatt Hotel.
In accordance with the Partnership Agreement, these
distributions was paid 100% to the Limited Partners.
On March 13, 1998 the Partnership made a distribution of
$3,861,078 ($49.13 per Unit), representing a portion of the
proceeds from the sale of the Bayport Plaza Office Building.
The distribution was paid 100% to Limited Partners.
The Partnership anticipates making final distributions to
its partners in 1998 because the Partnership's last property
has been sold.
Taxable income and tax loss generally are allocated to the
partners in proportion to the distribution of Distributable
Cash (after payment of the Managing General Partner's
management fee) or sale or financing proceeds (or 96% to the
Limited Partners and 4% to the General Partners if there is
no Distributable Cash).
ITEM 6. SELECTED FINANCIAL DATA
The following sets forth a summary of selected financial
data for the Partnership:
<TABLE>
<CAPTION>
DEAN WITTER REALTY GROWTH PROPERTIES, L.P.
Years ended December 31, 1997, 1996, 1995, 1994 and 1993
19971 19962 19953 1994 1993
<S> <C> <C> <C> <C> <C>
Total revenues $8,965,283 $76,022,162 $27,481,867 $28,095,985
$27,391,611
Income (loss)
before extra-
ordinary item $8,564,734 $58,556,334 $(2,387,229) $(1,105,050)
$(5,550,240)4
Extraordinary
item $ - $ - $ 1,938,4655 $ - $ -
Net income
(loss) $8,564,734 $58,556,334 $ (448,584)$(1,105,050)
$(5,520,240)
Per unit of
Limited Partner-
ship interest:
Income (loss)
before extra-
ordinary item $ 109.00 $ 774.64 $ (29.64) $ (13.50) $
(67.79)
Extraordinary
item $ - $ - $ 24.42 $ - $ -
Net income
(loss) $ 109.00 $ 774.64 $ (5.22)$ (13.50) $
(67.79)
Cash distri-
butions6 $ 135.99 $ 372.98 $ - $ - $ -
Total assets $8,485,003 $12,253,161 $41,836,913 $55,097,988
$58,385,005
Long-term debt
due after one
year $ - $ - $ - $54,936,984 $57,844,135
</TABLE>
________________
1.Revenues and income include gain on sale of real estate
of approximately $8.6 million.
2.Revenues and income include gains on sale of real estate
and partnership interests totaling approximately $58
million.
3.Revenues and losses include a loss on sale of real estate
of approximately $1.2 million.
4. Includes a $334,988 loss on the sale of real estate.
5. Gain on extinguishment of debt due to foreclosure of a
property.
6. All of the cash distributions represent returns of
capital.
Note: The above financial data should be read in
conjunction with
the consolidated financial statements and the related
notes
in Item 8.
ITEM 7. MANAGEMENTS' DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
Liquidity and Capital Resources
The Partnership raised $78,594,000 in a public offering
which terminated in 1986. The Partnership has no plans to
raise additional capital.
The Partnership used the proceeds from the offering to make
leveraged investments in five properties. One of the
properties was lost through foreclosure in 1992; all of the
remaining properties were sold prior to December 31, 1997.
No additional investments are planned.
TWC Ten, Ltd., in which the Partnership owns a 45.79%
indirect general partnership interest, sold the Bayport
Plaza Office Building on October 20, 1997, for approximately
$45.7 million. The purchase price was received in cash at
closing. Approximately $20,000,000 of the sales proceeds
were used to repay the existing mortgage loan encumbering
the property, including accrued interest thereon and
prepayment premium. The remaining cash proceeds, net of
closing costs, were allocated to the Partnership
(approximately $7,438,000) and to an unaffiliated partner
(approximately $17,172,000) pursuant to the provisions of
the Joint Venture agreement.
Prior to the sale, the Partnership realized no cash flow
from its investment in the Bayport Plaza Office Building, as
available cash flow was distributed 100% to another partner,
in accordance with the provisions of the Joint Venture
agreement.
The Bayport Plaza Office Building was the Partnership's last
remaining investment. The Partnership Agreement provides
that the Partnership shall terminate upon the sale of the
Partnership's last investment, and that dissolution shall be
effective on the day on which the event arises giving rise
to the dissolution. Accordingly, the Partnership dissolved,
pursuant to the terms of its Partnership Agreement,
effective October 20, 1997. The Partnership intends to
proceed in winding up its affairs and, upon conclusion of
liquidation, to terminate its existence by filing a
certificate of cancellation in the office of the Delaware
Secretary of State.
The total cash distributed to the Limited Partners will be
less than the capital contributed by the Limited Partners.
In January 1997, the Partnership collected the remaining
sale proceeds receivable from the sale of its joint venture
interest in Peninsula Office Park and made a distribution to
Limited Partners of approximately $10.7 million ($136 per
Unit) from such proceeds, the sale of land at Braker Center
and the remaining proceeds from the sale of the Hotel.
On March 13, 1998 the Partnership made a distributon of
$3,861,078 ($49.13 per unit), representing a portion of the
proceeds from the sale of the Bayport Plaza Office Building.
The distribution was paid 100% to limited partners.
Except as discussed herein 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 December 31, 1997 compared to 1996 and 1996
compared to 1995 are primarily attributable to the
following:
Hotel revenues and expenses, interest expense, depreciation
and amortization decreased in 1997 because of the sale of
the Bayport Plaza Hyatt Hotel in the third quarter of 1996.
Hotel operating revenues and expenses decreased in 1996
compared to 1995 for the same reason.
Equity in earnings of partnerships in 1997 consists of the
Partnership's share of the gain on the sale of the Bayport
Plaza Office Building. Equity in net losses of partnerships
decreased in 1996 compared to 1995 primarily because of
higher rents on new leases in 1996 at Peninsula Office Park.
Rental income and property operating expenses decreased in
1996 compared to 1995 because of the disposition of the
Partnership's interests in the properties at Braker Center
in 1995. There was no rental income in 1997 and 1996, and
only minor property operating expenses in 1996.
The gain on sale of real estate in 1996 resulted from the
sale of the Hotel. The loss on sale of real estate in 1995
resulted from sales of properties at Braker Center. See
Note 4 to the consolidated financial statements.
The gain on sale of partnership interest in 1996 resulted
from the sale of the joint venture interest in Peninsula
Office Park. See Note 5 to the consolidated financial
statements.
Interest expense, depreciation and amortization decreased in
1996 compared to 1995 as a result of sales of real estate
and repayment of loans. See Notes 4 and 6 to the
consolidated financial statements.
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.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
DEAN WITTER REALTY GROWTH PROPERTIES L.P.
INDEX
Page
(a) Financial Statements
Independent Auditors' Report 11
Consolidated Balance Sheets at December 31, 1997 and 1996
12
Consolidated Statements of Operations for the years ended
December 31, 1997, 1996 and 1995 13
Consolidated Statements of Partners' Capital (Deficiency)
for the years ended December 31, 1997, 1996 and 1995 14
Consolidated Statements of Cash Flows for the years ended
December 31, 1997, 1996 and 1995 15-16
Notes to Consolidated Financial Statements 17-26
_____________________________
All schedules have been omitted because either the required
information is not applicable or the information is shown in
the consolidated financial statements or notes thereto.
Independent Auditors' Report
To the Partners of
Dean Witter Realty Growth Properties, L.P.:
We have audited the accompanying consolidated balance sheets
of Dean Witter Realty Growth Properties, L.P. and
consolidated partnerships (the "Partnership") as of December
31, 1997 and 1996, and the related consolidated statements
of operations, partners' capital (deficiency) and cash flows
for each of the three years in the period ended December 31,
1997. 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 consolidated financial statements
present fairly, in all material respects, the financial
position of Dean Witter Realty Growth Properties, L.P. and
consolidated partnerships as of December 31, 1997 and 1996,
and the results of their operations and their cash flows for
each of the three years in the period ended December 31,
1997 in conformity with generally accepted accounting
principles.
Deloitte & Touche LLP
/s/Deloitte & Touche LLP
New York, New York
March 24, 1998
<TABLE>
<CAPTION>
DEAN WITTER REALTY GROWTH PROPERTIES, L.P.
CONSOLIDATED BALANCE SHEETS
December 31, 1997 and 1996
1997 1996
ASSETS
<S> <C> <C>
Cash and cash equivalents $ 8,481,665
$10,273,472
Accounts receivable -
1,661,039
Deferred expenses, net -
204,832
Other assets 3,338
113,818
$ 8,485,003
$12,253,161
LIABILITIES AND PARTNERS' CAPITAL (DEFICIENCY)
Accounts payable and accrued expenses $ 94,014 $
552,519
Excess of distributions and losses over cost of
investments in partnerships -
1,186,283
94,014
1,738,802
Partners' capital (deficiency):
General partners (3,269,479)
(3,267,091)
Limited partners ($1,000 per Unit, 78,594 Units issued)
11,660,468 13,781,450
Total partners' capital (deficiency) 8,390,989
10,514,359
$ 8,485,003
$12,253,161
See accompanying notes to consolidated financial statements.
</TABLE>
<TABLE>
<CAPTION>
DEAN WITTER REALTY GROWTH PROPERTIES, L.P.
CONSOLIDATED STATEMENTS OF OPERATIONS
Years ended December 31, 1997, 1996 and 1995
1997 1996 1995
<S>
<C> <C> <C>
Revenues:
Hotel:
Room $ -
$ 9,347,359 $13,455,469
Food, beverage and other - 8,587,010
13,895,927
Total - 17,934,369
27,351,396
Equity in earnings (losses) of partnerships 8,624,444
(672,973) (845,578)
Gain (loss) on sale of real estate -
41,992,437 (1,249,457)
Gain on sale of partnership interest -
15,769,942 -
Rental - -
1,236,740
Interest and other 340,839
325,414 143,188
8,965,283
75,349,189 26,636,289
Expenses:
Hotel:
Room -
1,830,999 3,696,484
Food and beverage - 5,979,018
9,201,086
Administrative and other - 4,794,603
7,586,269
Total - 12,604,620
20,483,839
Interest -
2,567,985 5,327,001
Property operating - 40,394
381,262
Depreciation - 1,063,723
2,119,206
Amortization 204,832
151,353 246,841
General and administrative 195,717
378,240 464,415
400,549
16,806,315 29,022,564
Income (loss) before minority interest 8,564,734
58,542,874 (2,386,275)
Minority interest in (income) loss of
consolidated partnerships - 13,460
(954)
Income (loss) before extraordinary item 8,564,734
58,556,334 (2,387,229)
Extraordinary item:
Gain on extinguishment of debt due to
foreclosure (Note 4) - -
1,938,645
Net income (loss) $ 8,564,734
$58,556,334 $ (448,584)
Net income (loss) allocated to:
Limited partners $ 8,567,122
$58,524,576 $ (409,965)
General partners (2,388)
31,758 (38,619)
$ 8,564,734
$58,556,334 $ (448,584)
Net income (loss) per Unit of limited
partnership interest $ 109.00 $
744.64 $ (5.22)
See accompanying notes to consolidated financial statements.
</TABLE>
<TABLE>
<CAPTION>
DEAN WITTER REALTY GROWTH PROPERTIES, L.P.
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
(DEFICIENCY)
Years ended December 31, 1997, 1996 and 1995
General Limited
Partners
Partners Total
<S> <C> <C> <C>
Partners' capital (deficiency)
at January 1, 1995 $(3,260,230)
$(15,019,464) $(18,279,694)
Net loss (38,619)
(409,965) (448,584)
Partners' capital (deficiency)
at December 31, 1995 (3,298,849)
(15,429,429) (18,728,278)
Net income 31,758
58,524,576 58,556,334
Cash distributions - (29,313,697)
(29,313,697)
Partners' capital (deficiency)
at December 31, 1996 (3,267,091)
13,781,450 10,514,359
Net income (loss) (2,388)
8,567,122 8,564,734
Cash distributions - (10,688,104)
(10,688,104)
Partners' capital (deficiency)
at December 31, 1997 $(3,269,479) $
11,660,468 $ 8,390,989
See accompanying notes to consolidated financial statements.
</TABLE>
<TABLE>
<CAPTION>
DEAN WITTER REALTY GROWTH PROPERTIES, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years ended December 31, 1997, 1996 and 1995
1997
1996 1995
<S> <C> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 8,564,734 $
58,556,334 $ (448,584)
Adjustments to reconcile net income (loss) to net
cash provided by (used in) operating activities:
Depreciation and amortization 204,832
1,215,076 2,366,047
(Gain) loss on sale of real estate and
partnership interests - (57,762,379)
1,249,457
Minority interests in (income) loss of
consolidated partnerships - (13,460)
954
Equity in (earnings) losses of partnerships (8,624,444)
672,973 845,578
Gain on extinguishment of debt - -
(1,938,645)
Decrease (increase) in operating assets
Accounts receivable 1,661,039
10,689 (576,390)
Restricted cash - 3,570,238
472,542
Deferred expenses - -
(559,339)
Other assets 110,480
182,071 603,915
(Decrease) increase in operating liabilities:
Accounts payable and accrued expenses (458,505)
(2,533,463) 205,461
Due to affiliates - -
(327,166)
Net cash provided by operating activities
1,458,136 3,898,079
1,893,830
Cash flows from investing activities:
Proceeds from sale of real estate and
partnership interest - 82,108,022
6,594,399
Distribution from Office Partnership 7,438,161
- - -
Investment in real estate - (106,350)
(671,880)
Investment in unconsolidated partnerships -
- - (39,784)
Net cash provided by investing activities
7,438,161 82,001,672
5,882,735
Cash flows from financing activities:
Cash distributions (10,688,104)
(29,313,697) -
Repayment of mortgage notes payable - (42,000,000)
(6,367,035)
Repayment of due to affiliates - (6,385,499)
- -
Net cash used in financing activities (10,688,104)
(77,699,196) (6,367,035)
Increase (decrease) in cash and cash equivalents
(1,791,807) 8,200,555
1,409,530
Cash and cash equivalents at beginning of year 10,273,472
2,072,917 663,387
Cash and cash equivalents at end of year $ 8,481,665 $
10,273,472 $ 2,072,917
Supplemental disclosure of cash flow information:
Cash paid for interest $ - $ 2,567,985 $
4,086,567
(continued)
</TABLE>
<TABLE>
<CAPTION>
DEAN WITTER REALTY GROWTH PROPERTIES, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years ended December 31, 1997, 1996 and 1995
(continued)
1997 1996 1995
<S> <C> <C>
<C>
Supplemental disclosure of non-cash investing activities:
Foreclosure of Partnership interests (Note 4):
Balance due ton mortgage loan $ - $ -
$(6,569,949)
Writeoff of:
Real estate - -
4,160,145
Accounts receivable and deferred expenses - -
926,441
Minority interest - -
338,641
Other assets - -
105,268
Accounts payable and other liabilities - -
(899,191)
Gain on extinguishment of debt due to
to foreclosure $ - $ -
$(1,938,645)
See accompanying notes to consolidated financial statements.
</TABLE>
DEAN WITTER REALTY GROWTH PROPERTIES, L.P.
Notes to Consolidated Financial Statements
December 31, 1997, 1996 and 1995
1. The Partnership and Basis of Presentation
Dean Witter Realty Growth Properties, L.P. (the
"Partnership") is a limited partnership formed in 1985 under
the laws of the State of Delaware to invest primarily in
income-producing properties. The Managing General Partner
of the Partnership is Dean Witter Realty Growth Properties
Inc., which is wholly-owned by Dean Witter Realty Inc.
("Realty").
In 1986, the Partnership issued 78,594 units of limited
partnership interest (the "Units") for $78,594,000. No
additional Units will be sold.
In October 1997, the Parntership sold its last real estate
investment interest (see Note 5). Pursuant to the
Partnership Agreement, the sale effectuated the dissolution
of the Partnership and, accordingly, the Partnership is in
the process of winding up its affairs
2. Summary of Significant Accounting Policies
The financial statements include the accounts of the
Partnership and, prior to 1997, Bayport Ltd.'s investment in
the Bayport hotel, and Braker Associates on a consolidated
basis. The Partnership's interest in Bayport Ltd's
investment in the Bayport office building and, prior to
1997, in Peninsula/DW Associates, were accounted for on the
equity method.
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 included the purchase
price paid by the Partnership and acquisition fees and
expenses. Costs of improvements to the properties were
capitalized, and repairs were expensed. Depreciation was
recorded on the straight-line method.
Cash and cash equivalents consist of cash and highly liquid
investments with maturities, when purchased, of three months
or less.
Deferred expenses consisted of deferred asset supervisory
fees, which were amortized over the terms of the related
agreements, deferred commitment fees, which were amortized
over the related commitment periods, and deferred leasing
commissions, which were amortized over the applicable lease
terms.
Rental income was 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) were recorded as receivables and included
in other assets.
Net income (loss) per Unit amounts are calculated by
dividing net income (loss) allocated to Limited Partners,
in accordance with the Partnership Agreement, by the
weighted average number of Units outstanding.
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 and
(b) losses on impairment of real estate are not deductible
until realized. 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 $8.8 million higher than the amounts reported
for financial statement purposes.
The Financial Accounting Standards Board ("FASB") has
recently issued several new accounting pronouncements.
Statement No. 130, "Reporting Comprehensive Income,"
establishes standards for reporting and display of
comprehensive income and its components. Statement No. 131,
"Disclosures about Segments of an Enterprise and Related
Information," establishes standards for the way that public
business enterprises report information about operating
segments in annual financial statements and requires that
those enterprises report selected information about
operating segments in interim financial reports issued to
shareholders. It also establishes standards for related
disclosure about products and services, geographic areas,
and major customers. These two standards are effective for
the Partnership's 1998 financial statements. The
Partnership does not believe that these new standards will
have any effect on the Partnership's computation or
presentation of net income or other disclosures.
The implementation in 1997 of FASB Statement No. 128,
"Earnings per Share," and Statement No. 129, "Disclosure of
Information about Capital Structure," effective for the
Partnership's 1997 year-end, did not have any impact on the
Partnership's financial statements.
3. Partnership Agreement
The Partnership agreement provides that the Limited Partners
will receive 96% of distributable cash (as defined)
remaining after the Managing General Partner has received a
management fee of 6.25% of distributable cash.
Sale or refinancing proceeds will generally be distributed
(i) to the Limited Partners until they have received a
return of their capital contributions; (ii) to the General
Partners until the General Partners have received 1.01% of
the amount distributed to the Limited Partners; (iii) 99% of
any remaining amounts to the Limited Partnerss and 1% to the
General Partners until the Limited Partners have received
cumulative distributions sufficient to provide a 6%
cumulative annual return on their adjusted capital
contributions; and (iv) 85% to the Limited Partners and 15%
to the General Partners after the Managing General Partner
receives a brokerage fee, if earned, not in excess of 3% of
the aggregate gross sales prices of all properties.
Taxable income (loss) generally will be allocated to the
partners in proportion to the distribution of distributable
cash or sale or financing proceeds (or 96% to the Limited
Partners and 4% to the General Partners if there is no
distributable cash).
The Partnership did not make a distribution of distributable
cash to the Partners in 1997, 1996 or 1995. In 1996, the
Partnership distributed approximately $29.3 million ($373
per Unit) of proceeds from the sale of the Bayport Hyatt
hotel. In January 1997, the Partnership distributed
approximately $10.7 million ($136 per Unit) of proceeds from
the sale of the Partnership's investment in Peninsula Office
Park, the land sold at Braker Center and additional proceeds
from the sale of the Bayport Hyatt hotel. On March 13, 1998
the Partnership made a distribution of $3,861,078 ($49.13
per Unit), representing a portion of the proceeds form the
sale of the Bayport Office Building. The distribution was
paid 100% to limited partners. All of these distributions
were returns of capital paid 100% to the Limited Partners.
4. Investments in Real Estate
Bayport Plaza Hyatt Hotel, Tampa, Florida
Bayport Plaza is a mixed-use development consisting of an
office building and a Hyatt hotel (the "Hotel"). The
Partnership owned a 99% general partnership interest in
Bayport, Ltd.; a partnership consisting of current and
former officers of Realty held the remaining 1% interest.
Bayport, Ltd. owned (after a preferential return as
described below) a 91.6% partnership interest in the
partnership which owned the hotel (the "Hotel Partnership");
affiliates of the developer of Bayport Plaza (the
"Developer") owned the remaining 8.4%. Bayport Ltd. also
owned a 46.25% interest in a partnership which owned the
office building (the "Office Partnership") (see Note 5).
In May 1995, the Partnership and Hyatt Hotel Corporation
("Hyatt") modified the management agreement for the Hotel.
Under the terms of the modified agreement, Hyatt was
entitled to an annual fee equal to a percentage of the
hotel's net revenues in excess of annual debt service, not
to exceed an overall percentage cap, and Hyatt agreed to
certain expense reductions that increased the Hotel's cash
flow. During the second quarter of 1995, the Partnership
prepaid $3 million of the hotel mortgage loan from
restricted cash reserves.
In July 1996, the Hotel Partnership sold the Hotel, for
$72.2 million, to Hyatt, pursuant to Hyatt's right of first
offer contained in the management agreement. The purchase
price was paid in cash at closing. A portion of the sales
proceeds was used to repay the $42 million mortgage note
(which bore interest at 9%) encumbering the Hotel and
certain balances due to affiliates (see Note 6). The
remaining proceeds were allocated 100% to Bayport Ltd.
An affiliate of Realty had provided a partial loan principal
and operating deficit guarantee to the first mortgage lender
on the Hotel. See Note 6.
Braker Center, Austin, Texas
The Partnership owned a 99% general partnership interest in
L.S. Braker Associates ("Braker Associates"); a partnership
consisting of current and former officers of Realty held the
remaining 1% interest.
At December 31, 1994, Braker Associates owned a warehouse,
six parcels of undeveloped land, and a 50% interest in the
partnership (the "Office/R&D Building Partnership") which
owned four office/R&D buildings.
In 1995, the Partnership agreed to sell to Hill Partners,
Inc., an unaffiliated party, the warehouse and land for
approximately $8.2 million. The sale resulted in a loss of
approximately $1.2 million. The closings of the sale of the
warehouse and four parcels of land, for a net purchase price
of approximately $6.6 million took place in September and
November 1995. At the September closing, the Partnership
repaid the $3.7 million mortgage debt encumbering the
property. (Earlier in 1995, the Partnership paid a fee of
approximately $165,000 (included in interest expense) for an
extension of the maturity of the loan.) The remaining
proceeds were used to repay borrowings from an affiliate of
Realty and for reserves. The closings of the sales of the
remaining parcels of land, for an aggregate purchase price
of approximately $1.4 million occurred in April and November
1996.
The buildings owned by the Office/R&D Building Partnership
were encumbered by a mortgage loan which was cross-
collateralized and cross-defaulted with loans on
approximately 94 projects owned by the Partnership's joint
venture partner. Because certain of the projects failed to
make scheduled principal payments, in December 1994, the
lender declared a default. In January 1995, the
Partnership's joint venture partner placed 46 of its
properties, including the Office/R&D Partnership, under
bankruptcy protection. The Partnership did not consent to
the bankruptcy filing. The joint venture partner
subsequently submitted a plan of reorganization which was
approved by the bankruptcy court in November. The
reorganization plan required the Partnership to contribute
additional equity to the joint venture in order to retain
its interest in the Office/R&D Building Partnership. The
Managing General Partner believed that several terms of the
plan of reorganization were not favorable to the Partnership
and that additional investment was not justified and,
accordingly did not contribute additional equity. As a
result, the Partnership lost its interest in the buildings
and the Office/R&D Building Partnership in 1995. The
mortgage loan (which was non-recourse to the Partnership) on
the four office/R&D buildings exceeded their carrying value.
Accordingly, the loss of the buildings resulted in a non-
cash gain of $1,938,645, which was reported as an
extraordinary item.
5. Investments in and Advances to Partnerships
Bayport Plaza Office Building, Tampa, Florida
The Office Partnership is owned 46.25% by Bayport, Ltd.,
3.75% by affiliates of the Developer and 50% by a third-
party investor (the "Investor"). Bayport, Ltd. is the
managing general partner of the Office Partnership.
On October 20, 1997, the Office Partnership sold the office
building to an unaffiliated party for $45,700,000. The
purchase price was received in cash at closing.
Approximately $20,000,000 of the sale proceeds were used to
repay the mortgage loan encumbering the property, including
accrued interest thereon and prepayment premium. The
remaining cash proceeds, net of closing costs, were
allocated to the Partnership (approximately $7,438,000) and
to the Investor (approximately $17,172,000) pursuant to the
provisions of the Joint Venture agreement.
Pursuant to the Office Partnership Agreement, the
Partnership was not entitled to any equity in earnings or
losses of the Office Partnership in 1997 (other than as a
result of the sale of the property), 1996 or 1995.
The assets, liabilities and partners' capital of the Office
Partnership are summarized as follows:
<TABLE>
<CAPTION> December
31,
1996
<S> <C>
ASSETS
Real estate and improvements $
29,852,064
Accumulated depreciation
(10,496,484)
19,355,580
Other (including cash and cash equivalents of $97,559)
2,287,571
Total assets $
21,643,151
LIABILITIES AND PARTNERS' CAPITAL
Mortgage note payable $
20,000,000
Other liaiblities
503,643
Parnters' capital
1,139,508
$
21,643,151
The results of operations are summarized as follows:
1996 1995
Rental revenues $5,275,305
$4,343,102
Expenses:
Operating 1,920,979
1,802,630
Interest 1,688,643
1,677,016
Depreciation and amortization 1,610,226
1,509,063
5,219,848
4,988,709
Net income (loss) $ 55,457 $
(645,607)
</TABLE>
The accounting policies of the Office Partnership are
consistent with those of the Partnership.
Peninsula Office Park, San Mateo, California
Peninsula/DW Associates, a general partnership owned 98% by
the Partnership and 2% by former and current Realty officers
and executives, owned a 49.9% general partnership interest
in two limited partnerships (the "Joint Venture") which owns
Peninsula Office Park, a corporate office park located in
San Mateo, California. The remaining 50.1% interest in the
Joint Venture was owned by the developer of Peninsula Office
Park.
On December 19, 1996, Peninsula/DW Associates sold its
interests in the Joint Venture, for approximately $9.4
million, to entities controlled by the developer. The
Partnership received $7.7 million in cash at the closing and
the remainder in January 1997.
The results of operations of the Joint Venture are
summarized as follows:
<TABLE>
<CAPTION>
For the
Period from
January 1, 1996 to
December 19, 1996
1995
<S> <C> <C>
Revenues:
Rental $7,760,518 $
7,683,063
Other 117,935
90,522
7,878,453
7,773,585
Expenses:
Operating 2,537,023
2,591,492
Interest 3,974,925
4,045,746
Depreciation and amortization* 2,173,015
2,291,124
8,684,963
8,928,362
Net loss $ (806,510)
$(1,154,777)
</TABLE>
* Includes $540,000 and $558,000 in 1996 and 1995,
respectively, representing depreciation of the excess of
the costs of the Partnership's investment in the Joint
Venture over the underlying equity in net assets at the
date of acquisition.
The accounting policies of the Joint Venture are consistent
with those of the Partnership.
Activity in the Excess of Distributions and Losses over Cost
of Investments in Partnerships is as follows:
<TABLE>
<CAPTION>
Year ended December
31,
1997 1996 1995
<S> <C> <C> <C>
Investment at beginning of year $ 1,186,283 $
7,510,575 $6,704,781
Equity in losses (income) (8,624,444)
672,973 845,578
Distributions 7,438,161 - -
Contributions - -
(39,784)
Sale of investment in partnership -
(6,997,265) -
Investment at end of year - $ 1,186,283
$7,510,575
</TABLE>
The Partnership was not entitled to any equity in losses of
the Office Partnership in 1996 and 1995. Accordingly,
equity in losses includes only the Partnership's 49.9% share
of the losses of the Joint Venture, adjusted to include 100%
of the depreciation of the excess of the cost of the
Partnership's investment in the Joint Venture over the
underlying equity in net assets at the date of acquisition.
6. Related Party Transactions
Prior to 1991, the Partnership borrowed funds from an
affiliate of Realty to fund working capital needs and
capital expenditures at certain properties. In May 1996,
the Partnership repaid $2,770,000 from the proceeds of the
sale of certain of the Braker Center properties. In July
1996, the remaining balance, approximately $400,000, was
repaid from the proceeds from the sale of the Hotel.
Interest expense, calculated at the prime rate, was $101,927
and $263,976 in 1996 and 1995, respectively.
Additionally, in conjunction with the Hotel mortgage note
payable, an affiliate of Realty guaranteed a maximum of
$5,350,000 of the first mortgage debt. Advances (all of
which were made prior to 1994) by the guarantor to the first
mortgage lender under this guaranty (which constituted loans
from the guarantor to the Partnership) totaling
approximately $3.2 million (including approximately $900,000
of accrued interest) were repaid from the proceeds from the
sale of the Hotel. Interest expense, calculated at the
prime rate, was $136,723 and $244,619 in 1996 and 1995,
respectively.
The Managing General Partner was entitled to receive a
management fee based on a percentage of distributable cash
(as defined in the Partnership Agreement). Because there
was no distributable cash, the Managing General Partner did
not receive a fee for the years ended December 31, 1997,
1996 or 1995. Prior to 1996, $422,987 of pre-1991
management fees remained unpaid and the General Partners
deferred receipt of pre-1991 cash distributions totalling
$262,316. In the third quarter of 1996, the Managing
General Partner determined that such amounts should not be
paid and the General Partners waived any claims thereto.
Realty performs administrative functions, processes investor
transactions and prepares tax information for the
Partnership. For 1997, 1996 and 1995, the Partnership
incurred fees of approximately $74,000, $179,000 and
$204,000, respectively. These amounts are included in
general and administrative expense.
7. Litigation
Various public partnerships sponsored by Realty (including
the Partnership and its Managing General Partner) are
defendants in a number of class action lawsuits pending in
state and federal courts. The complaints allege a variety
of claims, including breach of fiduciary duty, fraud,
misrepresentation and related claims and seek compensatory
and other damages and equitable relief. The defendants
intend to vigorously defend the actions. It is impossible to
predict the effect, if any, the outcome of these actions
might have on the Partnership's financial statements.
8. Distributions after year-end
On March 13, 1998, the Partnership paid a cash distribution
of approximately $3.9 million ($49.13 per Unit) with
proceeds from the sale of the Bayport Plaza Office Building.
The remaining proceeds and any other distributable cash will
be distributed when the Partnership has satisfied any
outstanding claims and has concluded winding up its affairs.
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 executive 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
Lawrence Volpe Controller and Director
Ronald T. Carman Secretary and Director
All of the directors have been elected to serve until the
next annual meeting of the Shareholders of the Managing
General Partner or until their successors are elected and
qualify. Each of the officers has been elected to serve
until his successor is elected and qualifies.
William B. Smith, age 54, is a Managing Director of Morgan
Stanley and co-head of Morgan Stanley Realty Incorporated
since 1997, and a Managing Director of Dean Witter Realty
Inc. which he joined in 1982. He is an Executive Vice
President of Dean Witter Reynolds Inc.
E. Davisson Hardman, Jr., age 48, 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.
Lawrence Volpe, age 50, is a Director and the Controller of
Dean Witter Realty Inc. He is a Senior Vice President and
Controller of Dean Witter Reynolds Inc., which he joined in
1983.
Ronald T. Carman, age 46, is an Assistant Secretary of MWD
and a Senior Vice President and Associate General Counsel of
Dean Witter, Reynolds Inc., which he joined in 1984.
There is no family relationship among any of the foregoing
persons.
ITEM 11. EXECUTIVE COMPENSATION
The General Partners are entitled to receive a share of 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 contained in Item 5 above. The General Partners have
not received cash distributions for the period 1988 through
1997. Prior to 1997, $422,987 of pre-1991 management fees
remained unpaid and the General Partners deferred receipt of
pre-1991 cash distributions totalling $262,316. In the
third quarter of 1996, the Managing General Partner
determined that such amounts should not be paid and the
General Partners waived any claims thereto.
The General Partners and their affiliates were paid certain
fees and reimbursed for certain expenses. Information
concerning such fees and reimbursements are contained in
Note 6 to the Consolidated Financial Statements in Item 8
above.
The directors and executive officers of the Partnership's
Managing General Partner received no renumeration 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 executive officers and directors of the
Managing General Partner own the following Units as of March
17, 1998:
(3)
Amount of
(1) (2)
Nature of Name
Title of Class Owner Beneficial Ownership of
Beneficial
Limited Partnership All directors and executive
*
Interests officers of the Managing
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 the Partnership 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.
All of the outstanding shares of common stock of the
Managing General Partner are owned by Dean Witter Realty
Inc. ("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 Growth Properties Inc., which is a wholly-
owned subsidiary of Realty. The limited partner of the
Associate General Partner is LSP, L.P., a Delaware limited
partnership. Realty and certain current and former officers
and directors of the Managing General Partner are partners
of LSP, 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. In addition,
affiliates of the General Partners have ownership interest
in certain properties. Information concerning these
transactions is contained in the Notes to 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.
The Managing General Partner is entitled to receive a
management fee based on a percentage of distributable cash
(as defined in the Partnership Agreement). Because there
was no distributable cash, the Managing General Partner did
not receive a fee for the years ended December 31, 1997,
1996 or 1995. Prior to 1996, $422,987 and pre-1991
management fees remained unpaid and the General Partners
deferred receipt of pre-1991 cash distributions totalling
$262,316. In the third quarter of 1996, the Managing General
Partner determined that such amounts should not be paid and
the General Partners waived any claims thereto.
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 Schedule (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 July 12, 1985 set forth in
Exhibit A to the Prospectus included in Registration
Statement Number 2- 96767 is incorporated herein by
reference.
(3)(b) Certificate of Limited Partnership dated as of
July 12, 1985 incorporated by reference in
Registration Statement Number 2- 96767 is
incorporated herein by reference.
(4)(a) Amended and Restated Agreement
of Limited Partnership dated as of July 12,
1985 set forth in Exhibit A to the Prospectus
included in Registration Statement Number 2-
96767 is incorporated herein by reference.
(4)(b) Certificate of Limited
Partnership dated as of July 12, 1985
incorporated by reference in Registration
Statement Number 2- 96767 is incorporated
herein by reference.
(10)(a) Partnership Agreement of TWC Ten,
Ltd. was filed as Exhibit 10(b) to Registration
Statement No. 2-96767 and is incorporated
herein by reference.
(b) Partnership Agreement of TWC Eleven,
Ltd. was filed as Exhibit 10(c) to Registration
Statement No. 2-96767 and is incorporated
herein by reference.
(c) Amended and Restated Partnership Agreement
of Bayport, Ltd. filed as Exhibit b to
Registrant's current report on Form 8-K, dated
July 15, 1985 (Commission File No. 0-18151), is
incorporated herein by reference.
(d) General Partnership Agreement of TWC
Eleven, Ltd. dated as of August 29, 1985 filed
as Exhibit 10(d) to Registrant's Annual Report
Form 10-K for the year ended December 31, 1995
is incorporated herein by reference.
(e) First Amendment to the General Partnership
Agreement of TWC Eleven, Ltd. dated as of June
19, 1987 filed as Exhibit 10(e) to Registrant's
Annual Report Form 10-K for the year ended
December 31, 1995 is incorporated herein by
reference.
(f) Second Amended and Restated Agreement of
Limited Partnership of TWC Ten, Ltd. dated as
of July 19, 1993 filed as Exhibit 10(f) to
Registrant's Annual Report Form 10-K for the
year ended December 31, 1995 is incorporated
herein by reference.
(g) Partnership Agreement of Braker Lane III
Associates was filed as Exhibit 10(a) to
Registration Statement No. 2-96767 and is
incorporated herein by reference.
(h) Amended and Restated Partnership Agreement
of L.S. Braker Associates filed as Exhibit b to
Registrants current report on Form 8-K dated
July 15, 1985 (Commission File No 0-18151) is
incorporated herein by reference.
(i) Partnership Agreement of Peninsula/DW
Associates dated December 27, 1985 filed as
Exhibit c to Registrants' current report on
Form 8-K dated December 27, 1985 (Commission
File No 0-18151) is incorporated herein by
reference.
(j) Amended and Restated Agreement of Limited
Partnership of Campus Drive Investment Company,
dated as of December 27, 1985 filed as Exhibit
10(j) to Registrant's Annual Report Form 10-K
for the year ended December 31, 1995 is
incorporated herein by reference.
(k) Amended and Restated Agreement of Limited
Partnership of Peninsula Office Park, dated as
of December 27, 1985 filed as Exhibit 10(k) to
Registrant's Annual Report Form 10-K for the
year ended December 31, 1995 is incorporated
herein by reference.
(l) Agreement of Sale, dated August 3, 1995,
with respect to the sale of the warehouse and
the undeveloped land at Braker Center filed as
Exhibit 2 to the Registrant's current report on
Form 8-K dated September 1, 1995 (Commission
File No. 0-18151) and is incorporated herein by
reference.
(m) Second Amended and Restated Management
Agreement, dated January 26, 1995, between TWC
Eleven, Ltd. and Hyatt Corporation filed as
Exhibit 1 to Registrant's current report on
Form 8-K dated July 18, 1996 (Commission File
No. 0-18151) and is incorporated herein by
reference.
(n) Purchase and Sale Agreement dated as of September 30,
1996 by and among Peninsula/DW Associates, William Wilson
III, Peninsula Office Park and Campus Drive Investment
Company filed as Exhibit 2 to Registrants current report on
Form 8-K dated December 19, 1996 (Commission File No. 0-
18151) and is incorporated herein by reference.
(o) Purchase and Sale Agreement dated September 23, 1997,
and Reinstatement and Modification Agreement dated October
10, 1997, between TWC Ten, Ltd. And Aetna Life Insurance
Company filed as Exhibits 2(a) and (b), respectively, to
Registrant's current report on Form 8-K dated October 20,
1997 (Commission File No. 0-18151) and are incorporated
herein by reference.
(21) Subsidiaries:
TWC Eleven Limited Partnership, a Florida
Limited Partnership.
(27) Financial Data Schedule.
(c) See 3a. above.
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 GROWTH PROPERTIES, L.P.
By: Dean Witter Realty Growth Properties Inc.
Managing General Partner
By: /s/E. Davisson Hardman, Jr. Date: March 27,
1997
E. Davisson Hardman, Jr.
President
By: /s/Lawrence Volpe Date: March 27,
1997
Lawrence Volpe
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 GROWTH PROPERTIES INC.
Managing General Partner
/s/William B. Smith Date: March 27, 1997
William B. Smith
Chairman of the Board of Directors
/s/E. Davisson Hardman, Jr. Date: March 27, 1997
E. Davisson Hardman, Jr.
Director
/s/Lawrence Volpe Date: March 27, 1997
Lawrence Volpe
Director
/s/Ronald T. Carman Date: March 27, 1997
Ronald T. Carman
Director
DEAN WITTER REALTY GROWTH PROPERTIES, L.P.
Year Ended December 31, 1996
Exhibit Index
Exhibit
No. Description
(3)(a) Amended and Restated Agreement of Limited
Partnership dated as of July 12, 1985 set forth in Exhibit A
to the Prospectus included in Registration Statement Number
2-96767 is incorporated herein by reference.
(3)(b) Certificate of Limited Partnership dated as of
July 12, 1985 incorporated by reference in Registration
Statement Number 2-96767 is incorporated herein by
reference.
(4)(a) Amended and Restated Agreement of Limited
Partnership dated as of July 12, 1985 set forth in Exhibit A
to the Prospectus included in Registration Statement Number
2-96767 is incorporated herein by reference.
(4)(b) Certificate of Limited Partnership dated as of
July 12, 1985 incorporated by reference in Registration
Statement Number 2-96767 is incorporated herein by
reference.
(10)(a) Partnership Agreement of TWC Ten, Ltd. was filed
as Exhibit 10(b) to Registration Statement No. 2-96767 and
is incorporated herein by reference.
(b) Partnership Agreement of TWC Eleven, Ltd. was
filed as Exhibit 10(c) to Registration Statement No. 2-96767
and is incorporated herein by reference.
(c) Amended and Restated Partnership Agreement of
Bayport, Ltd. filed as Exhibit b to Registrant's current
report on Form 8-K, dated July 15, 1985 (Commission File No.
0-18151), is incorporated herein by reference.
(d) General Partnership Agreement of TWC Eleven, Ltd.
dated as of August 29, 1985 filed as Exhibit 10(d) to
Registrant's Annual Report Form 10-K for the year ended
December 31, 1995 is incorporated herein by reference.
E-1
DEAN WITTER REALTY GROWTH PROPERTIES, L.P.
Year Ended December 31, 1997
Exhibit Index
(continued)
Exhibit
No. Description
(e) First Amendment to the General Partnership
Agreement of TWC Eleven, Ltd. dated as of June 19, 1987
filed as Exhibit 10(e) to Registrant's Annual Report Form 10-
K for the year ended December 31, 1995 is incorporated
herein by reference.
(f) Second Amended and Restated Agreement of Limited
Partnership of TWC Ten, Ltd. dated as of July 19, 1993 filed
as Exhibit 10(f) to Registrant's Annual Report Form 10-K for
the year ended December 31, 1995 is incorporated herein by
reference.
(g) Partnership Agreement of Braker Lane III
Associates was filed as Exhibit 10(a) to Registration
Statement No. 2-96767 and is incorporated herein by
reference.
(h) Amended and Restated Partnership Agreement of L.S.
Braker Associates filed as Exhibit b to Registrants current
report on Form 8-K dated July 15, 1985 (Commission File No 0-
18151) is incorporated herein by reference.
(i) Partnership Agreement of Peninsula/DW Associates
dated December 27, 1985 filed as Exhibit c to Registrants'
current report on Form 8-K dated December 27, 1985
(Commission File No 0-18151) is incorporated herein by
reference.
(j) Amended and Restated Agreement of Limited
Partnership of Campus Drive Investment Company, dated as of
December 27, 1985 filed as Exhibit 10(j) to Registrant's
Annual Report Form 10-K for the year ended December 31, 1995
is incorporated herein by reference.
E-2
DEAN WITTER REALTY GROWTH PROPERTIES, L.P.
Year Ended December 31, 1997
Exhibit Index
(continued)
Exhibit
No. Description
(k) Amended and Restated Agreement of Limited
Partnership of Peninsula Office Park, dated as of December
27, 1985 filed as Exhibit 10(k) to Registrant's Annual
Report Form 10-K for the year ended December 31, 1995 is
incorporated herein by reference.
(l) Agreement of Sale, dated August 3, 1995, with
respect to the sale of the warehouse and the undeveloped
land at Braker Center filed as Exhibit 2 to the Registrant's
current report on Form 8-K dated September 1, 1995
(Commission File No. 0-18151) and is incorporated herein by
reference.
(m) Second Amended and Restated Management Agreement,
dated January 26, 1995, between TWC Eleven, Ltd. and Hyatt
Corporation filed as Exhibit 1 to Registrant's current
report on Form 8-K dated July 18, 1996 (Commission File No.
0-18151) and is incorporated herein by reference.
(n) (Purchase and Sale Agreement dated as of
September 30, 1996 by and among Peninsula/DW Associates,
William Wilson III, Peninsula Office Park and Campus Drive
Investment Company filed as Exhibit 2 to Registrants current
report on Form 8-K dated December 19, 1996 (Commission File
No. 0-18151) and is incorporated herein by reference.
(o) Purchase and Sale Agreement dated September 23,
1997, and Reinstatement and Modification Agreement dated
October 10, 1997, between TWC Ten, Ltd. and Aetna Life
Insurance Company filed as Exhibits 2(a) and (b),
respectively, to Registrants's current report on Form 8-K
dated October 20, 1997 (Commission File No. 0-18151) and
are incorporated herein by reference.
(27) Financial Data Schedule
E-3
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
Registrant is a limited partnership which invests in real estate and real
estate joint ventures. In accordance with industry practice, its balance
sheet is unclassified. For full information, refer to the accompanying
audited financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<CASH> 8,481,665
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 8,485,003<F1>
<CURRENT-LIABILITIES> 0
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 8,390,989<F2>
<TOTAL-LIABILITY-AND-EQUITY> 8,485,003<F3>
<SALES> 0
<TOTAL-REVENUES> 8,965,283<F4>
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 400,549<F5>
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 8,564,734
<INCOME-TAX> 0
<INCOME-CONTINUING> 8,564,734
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 8,564,734
<EPS-PRIMARY> 109.00<F6>
<EPS-DILUTED> 0
<FN>
<F1>In addition to cash, total assets include other assets of $3,338.
<F2>Represents partners' capital.
<F3>Liabilities include accounts payable and other liabilities of $94,014.
<F4>Total revenue includes equity in earnings of partnerships of $8,624,444
and interest and other revenue of $340,839.
<F5>Total expense includes amortization of $204,832 and
general and administrative of $195,717.
<F6>Represents net income per Unit of limited partnership interest.
</FN>
</TABLE>
