<PAGE>
UNITED
STATES SECURITIES AND
EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 10-
K/A
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13
OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF
1934
For the fiscal year ended October
31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION
13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF
1934
For the transition period from ________
to ________.
Commission File Number 0-18146
DEAN WITTER REALTY INCOME PARTNERSHIP
III, L.P. (Exact name of registrant as
specified in its charter)
Delaware
13-3293754
(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 class Name 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 non-affiliates of the registrant.
N/A
DOCUMENTS INCORPORATED BY REFERENCE
None
<PAGE>
DEAN WITTER REALTY INCOME PARTNERSHIP II, L.P.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES,
AND REPORTS ON
FORM 8-K
(a) The following documents are filed as part of
this Annual Report:
1. Financial Statements (see Index of
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) Certificate of Limited
Partnership included in the Registration
Statement Number 331912 is incorporated by
reference.
(3)(b) Amended and Restated
Agreement of Limited Partnership dated as of
February 11, 1986 set forth in Exhibit A to
the Prospectus in the Registration
Statement Number 33-1912is
incorporated herein by reference.
(4)(a) Certificate of Limited
Partnership included in the Registration
Statement Number 331912 is incorporated by
reference.
(4)(b) Amended and Restated
Agreement of Limited Partnership dated as of
February 11, 1986 set forth in Exhibit A to
the Prospectus included in the Registration
Statement Number 33-1912 is incorporated
herein by reference.
(10)(a) Purchase and Sale Agreements
for properties purchased filed as Exhibits to
Form 8-K on June 27, 1986, December 29,
1986, December 29, 1986, December 29,
1986, December 29, 1986, December 30,
1986, December 30, 1986k, June 1, 1987,
December 7, 1987, and December 15, 1987 are
incorporated herein by reference.
(b) Purchase and Sale Agreement, dated October
19, 1995 between Dean Witter Realty Income
Partnership II, L.P., Midway Crossing Limited
Partnership, Dean Witter Realty Income
<PAGE>
(c) 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) filed as exhibit to Form 8-K on
December 11, 1995 is
incorporated herein by reference.
(c) First Amendment to Agreement
of Purchase and Sale by and between
Dean Witter Realty Income Partnership
II, L.P., Midway Crossing Limited
Partnership, Dean Witter Realty 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) filed as exhibit to
Form 8-K on December 11, 1995 is
incorporated herein by reference.
(d) Purchase and Sale Agreement between
Technology Park Associates, Dean
Witter/Technology Park II Associates,
L.P., and Sprint Communications
Company, L.P. a Delaware Limited
Partnership filed as exhibit 2 to the
Registrant's Report on Form 8K on
December 31, 1996 is incorporated
herein by reference.
(e) Purchase and Sale Agreement, dated as of October 1,
1997, First Amendment to Purchase and Sale
Agreement dated as of October 15, 1997 and
Second Amendment to Purchase and Sale Agreement
dated as of October 27, 1997 between Dean Witter
Realty Income Partnership III, L.P., as Seller
and LPC Commercial Services, Inc. as Purchaser,
filed as Exhibit 2 to the Registrant's Report on
Form 8-K on November 7, 1997 is incorporated
herein by reference.
(f) Purchase and Sale Agreement, dated as
of
February 10, 1998, between DWR
Chesterbrook Associates, Glenhardie
Corporation, Dean Witter
Realty Income Partnership II,
L.P., the Partnership and Part Six
Associates, as Sellers, and FV
Office Partners, L.P. as Purchaser,
filed as Exhibit 2(a) to the
Registrant's Report on Form 8-K on
April 1, 1998 is incorporated herein
by reference.
<PAGE>
Purchase and sale Agreement, dated as of
June 2, 1999, between Laurel-Vincent
Place Associates L.P., as Seller and
Urban Investment Group, Inc.,as
Purchaser, filed as Exhibit 2 to the
Registrant's Report on Form 8-K on
September 24, 1999 is incorporated
herein by reference.
(h) Purchase and Sale Agreement, dated as of February
16,
1999 between Dean Witter Realty Income
Partnership IV L.P., Dean Witter Realty Income
Partnership II L.P., as Seller and New Plan
Excel Realty Trust, Inc. as Purchaser, filed as
Exhibit 2 to the Registrant's Report on Form 8-K
on November 16, 1999 is incorporated herein by
reference.
(21) Subsidiaries: Park Six Associates,
a Pennsylvania limited partnership. Laurel
Vincent
Place Associates, a Maryland limited
partnership.
(27) Financial Data Schedule
(d) (1) See paragraph (a) (2) above.
(2) Financial statements of Taxter Park
Associates, the joint
venture
which owns Taxter Corporate Park.
<PAGE>
DEAN WITTER REALTY INCOME PARTNERSHIP
III, 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 III, L.P.
By: Dean Witter Realty Income Properties III
Inc.
Managing General Partner
By: /s/E. Davisson Hardman, Jr.
Date: April 12, 2000
E. Davisson Hardman, Jr.
President
By: /s/Charles M. Charrow
Date: April 12, 2000
Charles M. Charrow
Controller
(Principal Financial and Accounting Officer)
Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been
signed below by the following persons on
behalf of the registrant and in the capacities
and on the dates indicated.
DEAN WITTER REALTY INCOME PROPERTIES III INC.
Managing General Partner
/s/William B. Smith
Date:
April 12, 2000
William B. Smith
Chairman of the Board of Directors
/s/E. Davisson Hardman, Jr.
Date:
April 12, 2000
E. Davisson Hardman, Jr.
Director
/s/Ronald T. Carman
Date:
April 12, 2000
Ronald T. Carman
Director
/s/Lewis A. Raibley, III
Date:
April 12, 2000
Lewis A. Raibley, III
Director
<PAGE>
DEAN WITTER REALTY INCOME PARTNERSHIP
III, L.P.
Two World
Trade Center
New York,
New York
10048
Securities and Exchange
Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
Attached is Registrant's Form 10-K/A by which
the financial statements of Taxter Park
Associates are filed as financial statement
schedules to Registrant's annual report on Form
10K for the year ended October 31, 1999.
Very truly
yours,
Date: April 12, 2000 By:
Dean Witter
Realty Income
Propertie
s, III
Inc.
Managi
ng
Genera
l
Partner
By:
/S/Charles M. Charrow
Charles
M.
Charrow
Controlle
r
<PAGE>
Independent
Auditors' Report
To The Partners
of
Taxter Park Associates
We have audited the accompanying balance
sheets of Taxter Park Associates
(the "Partnership") as of December 31, 1999 and
1998, and the related statements of income,
partners' capital, and cash flows for each of
the three years in the period ended December
31, 1999. These financial statements are
the responsibility of the Partnership's
management. Our
responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance
with generally accepted auditing standards.
Those standards require that we plan and
perform the audit to obtain reasonable assurance
about whether the financial statements are free
of material misstatement. An audit includes
examining, on a test basis, evidence supporting
the amounts and disclosures in the financial
statements. An audit also includes assessing
the accounting principles used and significant
estimates made by management, as well as
evaluating the overall financial statement
presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, such financial statements
present fairly, in all material respects, the
financial position of Taxter Park Associates as
of December 31, 1999 and 1998, and the results
of its operations and its cash flows for each
of the three years in the period ended
December 31, 1999 in conformity with generally
accepted accounting principles.
/s/Deloitte & Touche LLP
DELOITTE
& TOUCHE LLP
New York, New York
March 20, 2000
<PAGE>
<TABLE>
TAXTER PARK ASSOCIATES
BALANCE SHEETS
December 31, 1999 and 1998
1999
1998 <CAPTION>
ASSETS
<S>
<C> <C>
Cash and cash equivalents $
450,933 $
35,847
Real estate, at cost:
Land 1,798,825
1,798,825
Buildings and improvements26,982,320
27,558,482
28,781,145
29,357,307
Accumulated depreciation 13,542,977
13,019,324
15,238,168
16,337,983
Deferred leasing commissions, net
238,115
193,292Other assets 602,936
1,287,425 $16,530,152 $17,854,547
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable and accrued
liabilities $
399,638 $
640,028
Partners' capital 16,130,514
17,214,519
$16,530,152
$17,854,547
See accompanying notes to financial
statements.
</TABLE>
<PAGE>
<TABLE>
TAXTER PARK ASSOCIATES
INCOME STATEMENTS
Years ended December 31, 1999, 1998 and 1997
<CAPTION>
1999 1998
2000 1997
<S> <C> <C>
<C>
Revenues:
Rental $ 5,269,027
$5,684,312
$5,568,140
Interest and other 39,476
68,706
114,082
5,308,503
5,753,018 5,682,222
Expenses:
Property operating 3,144,567
2,439,845
3,168,784
Depreciation 1,238,389
1,311,491
1,093,264
Amortization 129,637
166,557
166,577
4,512,593
3,917,893 4,428,625
Net income $ 795,910
$1,835,125
$1,253,597
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
TAXTER PARK ASSOCIATES
STATEMENTS OF PARTNERS' CAPITAL
Years ended December 31, 1999, 1998, and 1997
<CAPTION>
<S>
<C>
Partners' capital at January
1, 1997
$19,254,076
Net
income
1,253,597
Capital
contributions
652,219
Cash
distributions
(2,710,562)
Partners' capital at December
31, 1997
18,449,330
Net
income
1,835,125
Capital
contributions
517,939
Cash
distributions
(3,587,875)
Partners' capital at December
31, 1998 17,214,519
Net
income
795,910
Capital
contributions
311,184
Cash
distributions
(2,191,099)
Partner's capital at December
31, 1999 $16,130,514
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
TAXTER PARK ASSOCIATES
STATEMENTS OF CASH FLOWS
Years ended December 31, 1999, 1998, and
1997
1999 1998
1997
<CAPTION>
<S> <C> <C>
<C>
Cash flows from operating activities:
Net income $ 795,910
$ 1,835,125
$1,253,597
Adjustments to reconcile net income
to net cash provided by operating activities:
Depreciation 1,238,389
1,311,491
1,093,264
Amortization 129,637
166,557
166,577
Decrease (increase) other assets 684,489
(91,865) 212,801
(Decrease) increase accounts payable
and accrued liabilities (240,390)
358,936 7,852
Net cash provided by operating
activities 2,608,035
3,580,244 2,734,091
Cash flows from investing activities:
Additions to real estate (313,034)
(517,938)
(652,218)
Cash flows from financing activities:
Capital contributions 311,184
517,939
652,219
Cash distributions (2,191,099)
(3,587,875)
(2,710,562)
Net cash used in financing activities
(1,879,915) (3,069,936) (2,058,343)
Increase (decrease) in cash and cash
equivalents 415,086 (7,630) 23,530
Cash and cash equivalents at beginning
of year
35,847 43,477 19,947
Cash and cash equivalents at end of year
$ 450,933 $ 35,847 $ 43,477
See accompanying notes to financial statements.
</TABLE>
<PAGE>
TAXTER PARK ASSOCIATES
NOTES TO FINANCIAL STATEMENTS
1. Organization
Taxter Park Associates the ("Partnership") was
formed in 1986 under the laws of the State of
New York, to acquire interests in the
Taxter Corporate Park in Westchester County,
New York. The buildings consist of 344,741
net rentable square feet. The property is not
encumbered by debt.
The general partners of the Partnership are
Dean Witter Realty Income Partnership II,
L.P. (14.8%), Dean Witter Realty Income
Partnership III, L.P. (44.6%) and Dean Witter
Realty Income Partnership IV, L.P. (40.6%).
The Partnership Agreement provides that all
cash flow, profits, losses and credits of
the Partnership shall be allocated in
proportion to the Partners' original capital
contributions.
The joint venture expects to sell the property
in 2000.
2. Summary of Significant Accounting Policies
The Partnership's records are maintained on
the accrual basis of accounting for
financial reporting and tax purposes. The
preparation of financial statements in
conformity with generally accepted accounting
principles requires management to make
estimates and assumptions that affect the
reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities
at the date of the financial statements and
the reported amounts of revenues and expenses
during the reporting period. Actual results
could differ from those estimates.
The carrying value of real estate includes
the purchase price paid by the Partnership
and acquisition fees and expenses. Costs of
improvements to the properties are
capitalized, and repairs are expensed.
Depreciation is recorded on the straight-line
method.
At least annually, and more often if
circumstances dictate, the Partnership
evaluates the recoverability of the net
carrying value of its real estate and any
related assets. As part of this evaluation,
the Partnership assesses, among other things,
whether there has been a significant decrease in
the market value of any of its properties. If
events or circumstances indicate that the net
carrying value of a property may not be
recoverable, the expected future net cash
flows from the property are estimated for a
period of approximately five years (or a <PAGE>
shorter period if the Partnership expects that
the property may be disposed of sooner),
along with estimated sales proceeds at the
end of the period. If the total of these
future undiscounted cash flows were less than
the carrying amount of the property, the
property would be written down to its fair
value as determined (in some cases with the
assistance of outside real estate
consultants) based on discounted cash flows,
and a loss on impairment recognized by a charge
to earnings.
Because the determination of fair value is
based upon projections of future economic
events such as property occupancy rates,
rental rates, operating cost inflation and
market capitalization rates which are inherently
subjective, the amounts ultimately realized at
disposition may differ materially from the
net carrying value as of December 31, 1999.
The cash flows used to evaluate the
recoverability of the assets and to determine
fair value are based on good faith estimates
and assumptions developed by the Managing
General Partner. Unanticipated events and
circumstances may occur and some assumptions
may not materialize; therefore actual results
may vary from the estimates and the variances
may be material. The Partnership may provide
additional write-downs, which could be material,
in subsequent years if real estate markets or
local economic conditions change.
Deferred leasing commissions are amortized
over the
applicable lease terms.
Rental income is accrued on a straight-line
basis over the terms of the leases. Accruals
in excess of amounts payable by tenants
pursuant to their leases (resulting from rent
concessions or rents which periodically
increase over the term of a lease) are
recorded as receivables and included in other
assets.
Cash and cash equivalents consist of cash and
highly liquid investments with maturities, when
purchased, of three months or less.
No provision for income taxes has been made in
the financial statements since the liability for
such taxes is that of the partners rather than
the Partnership.
The accounting policies used for tax
reporting purposes differ from those used for
financial reporting as follows: (a)
depreciation is calculated using accelerated
methods; (b) rental income is recognized based
on the payment terms in the applicable leases;
(c) payments made by the seller of the property
in prior years under a rental income guaranty
were
<PAGE>
accounted for as rental income; and (d)
writedowns for impairment of real estate are
not deductible. The tax basis of the
Partnership's assets and liabilities is
approximately $20 million higher than the
amount reported for financial statement
purposes.
3. Lease Commitments
Minimum future rental income under
noncancellable operating leases as of December
31, 1999 is as follows:
Year ending December 31:
2000 4,427,923
2001 2,876,074
2002 1,983,000
2003 401,676
2004 540,852
Thereafter 1,086,577
Total $11,316,102
The Partnership has determined that all leases
relating to the property are operating leases.
The terms range from two to ten years, and
generally provide for fixed minimum rents with
rental escalation and/or expense reimbursement
clauses.
4. Related Party Transactions
An affiliate of the partners co-managed the
buildings at the property until December 31,
1998. The Partnership paid the affiliate
management fees of approximately $175,700
and $179,000 in 1998 and 1997, respectively, for
such services.
