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, 1994
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 0-15764
DEAN WITTER/COLDWELL BANKER TAX EXEMPT MORTGAGE FUND, L.P.
TEMPO-LP, INC.
(Exact name of registrant as specified in governing instrument)
Dean Witter/Coldwell Banker Tax
Exempt Mortgage Fund, L.P.
Delaware 58-1710934
(State of organization) (IRS Employer Identification No.)
TEMPO-LP, Inc.
58-1710930
(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 nonaffiliates
of the registrant. N/A
DOCUMENTS INCORPORATED BY REFERENCE
None
<PAGE>
PART I
ITEM 1. BUSINESS.
Dean Witter/Coldwell Banker Tax Exempt Mortgage Fund, L.P. (the
"Partnership"), is a limited partnership formed in August 1986 under the
Uniform Limited Partnership Act of the State of Delaware for the purpose
of investing in a portfolio of federally tax-exempt revenue bonds. These
bonds, which are commonly known as industrial development or revenue
bonds, are issued as special obligations of various state or local
governments or their agencies or authorities. The proceeds of such bonds
were used to fund mortgage loans to finance the construction and/or
ownership of income-producing multi-family residential properties. Each
of the revenue bonds is primarily secured by the real property financed
by the mortgage loan.
TEMPO-GP Inc. (the "General Partner"), a Delaware corporation which
is wholly-owned by Dean Witter, Discover & Co. ("DWD") is the sole
general partner of the Partnership. The General Partner manages and
controls the affairs of the Partnership. The terms of the transactions
between the Partnership and the General Partner and its affiliates are
set forth in Item 13 below.
TEMPO-LP Inc. (the "Limited Partner"), a Delaware corporation which
is wholly-owned by DWD, is the sole limited partner of the Partnership.
The Limited Partner assigned its interests in the Partnership to
investors; such interests are represented by assigned benefit
certificates ("ABCs"). The Limited Partner acts as nominee or agent for
the investors with respect to matters pertaining to the Partnership. The
Limited Partner has no power to conduct any other business or investment
activity. The Partnership and the Limited Partner are sometimes
collectively referred to herein as the "Registrants".
In 1986, the Partnership issued 7,454,110 units of ABCs with gross
proceeds from the offering of $149,082,200. The offering has been
terminated and no additional ABCs will be sold.
The proceeds from the offering were used to purchase ten series of
revenue bonds which funded the development of eight multi-family
residential properties (the "Properties"). The terms of the mortgage
loans funded by the revenue bonds mirror the terms of the corresponding
revenue bonds. The mortgage loans are obligations of the respective
owners of the properties and are collateralized by first mortgages on the
properties. The revenue bonds are non-recourse with respect to the
issuers of the bonds. The revenue bonds and the related mortgage loans
and properties are described in Item 2 and the footnotes to the financial
statements in Item 8 below.
In order to protect the tax-exempt status of the revenue bonds, the
owners of the Properties are required to enter into certain agreements
to own, manage and operate the Properties in accordance with the
requirements of the Internal Revenue Code. In addition, in order to
further secure the revenue bonds, in many instances the Partnership has
required letters of credit or operating deficit guarantees.
The federally tax-exempt interest may be an item of tax preference
for purposes of the federal alternative minimum tax. The Partnership may
also generate other taxable income for all investors from time to time;
however, such amounts are expected to be nominal.
In December 1992, the Internal Revenue Service published proposed
and temporary regulations with respect to the modification of debt
instruments. If the regulations are adopted as currently written, they
would limit the type and degree of direct, indirect and implied
modifications that could be made by a bond owner or lender without
adversely affecting the tax-exempt status of the revenue bonds. It is
not clear at this time how the proposed regulations would affect the
Partnership with respect to revenue bonds secured by mortgages on
properties transferred to new borrowers. The regulations have not yet
been finalized.
The Partnership considers its business to include one industry
segment, investment in federally tax-exempt revenue bonds primarily
secured by the Properties. Financial information regarding the
Partnership is set forth in the Partnership's financial statements in
Item 8 below.
The Partnership has the right to require the revenue bond issuers
to repurchase these bonds within approximately twelve to fifteen years
after completion of construction of the related properties. The
Partnership anticipates holding the revenue bonds for approximately
fourteen to seventeen years; however, the Partnership may retain these
bonds for a longer period of time if market conditions so warrant.
The issuers of the revenue bonds also have the right to prepay the
bonds approximately eight to ten years after their issuance.
The Partnership's business is indirectly affected by competition
to the extent that Properties may be subject to competition from
neighboring properties. Cash flow from the Properties available to pay
debt service on the revenue bonds in some cases has been reduced as a
result of lower rents and increased concessions required to attract or
retain tenants. Further information regarding competition in the markets
where the Properties are located is set forth in Item 7, "Management's
Discussion and Analysis of Financial Conditions and Results of
Operations".
The Registrants have no employees.
All of the Registrants' business is conducted in the United States.
<TABLE>
ITEM 2. PROPERTIES.
The Registrants' principal offices are located at Two World Trade
Center, New York, New York 10048. The Registrants have no other offices.
The following table lists the revenue bonds the Partnership has
purchased and the corresponding mortgage loans and Properties:
<CAPTION>
Original Property Maturity
Bond/Loan Closing Location Occupancy Date
Property Principal date of Property at 12/31/94 of Bond/Loan
<S> <C> <C> <S> <C> <C>
Park at Landmark1 $ 34,650,000 3/12/87 Alexandria, VA 97% 6/1/08
Burlington Arboretum 29,326,500 9/22/87 Burlington, MA 98% 9/22/11
SunBrook Apartments2 16,325,000 12/16/87 St. Charles 86% 12/1/11
County, MO
Pine Club Apartments 13,600,000 9/23/88 Orlando, FL 91% 9/1/12
Wildcreek Apartments 11,000,000 7/16/87 Clarkston, GA 90% 7/1/11
The Township in 10,800,000 11/14/88 Hampton, VA 93% 11/1/09
Hampton Woods
High Ridge Apartments 9,900,000 12/21/87 Albuquerque, NM 98% 12/1/11
Fountain Head 4,900,000 12/31/87 Kansas City, MO 100% 12/1/08
Apartments3
Total $130,501,500
<FN>
1. The Partnership and an affiliate of the General Partner each own a 50%
interest in the entity which owns the property. The property consists of
land and two high-rise buildings containing 396 units.
2. The Partnership and an affiliate of the General Partner each own a 50%
interest in the entity which owns the property. The property consists of
land and 30 buildings containing 476 units.
3. The Partnership and Fountain Head Partners, an unaffiliated party, each own
a 50% interest in the entity which owns the property. The property consists
of land and eight buildings containing 112 units.
</TABLE>
The carrying values and the terms of the revenue bonds and the
mortgage loans are described in the footnotes to the financial statements
in Item 8 below.
ITEM 3. LEGAL PROCEEDINGS.
Neither the Registrants nor any of the properties in which the
Partnership has an interest is subject to any material pending legal
proceedings.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF ABC HOLDERS.
No matter was submitted during the fourth quarter of the fiscal
year to a vote of ABC holders.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S ASSIGNED BENEFIT CERTIFICATES AND
RELATED ABC HOLDER MATTERS.
An established public trading market for the ABCs 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 an ABC at any given
date is not available. However, the Partnership does allow the ABC
holders (the "Investors") to transfer their ABCs.
As of December 31, 1994, there were 8,329 Investors.
The Partnership is a limited partnership and, accordingly, does not
pay dividends. It does, however, make quarterly distributions of cash
to its partners. Pursuant to the partnership agreement, distributable
cash, as defined, is paid 98% to the Investors and 2% to the General
Partners, until the Investors have received a non-cumulative annual
return of 9.5%. Thereafter, net income will be distributed 90% to the
Investors and 10% to the General Partner.
Payments of principal from repayment of the revenue bonds or sale
of the related properties will generally be distributed 100% to the
Investors. Payments of base and contingent interest (see Note 4 to the
financial statements in Item 8 below) on maturity of the bond or the sale
of the property will generally be distributed 98% to the Investors and
2% to the General Partner, until the Investors have received in the
aggregate $20.00 per ABC plus interest payments sufficient to provide an
average cumulative noncompounded return of 9.5% per annum. Thereafter,
interest proceeds will be distributed 90% to the Investors and 10% to the
General Partner. During the years ended December 31, 1994 and December
31, 1993, the Partnership did not distribute any sale or financing
proceeds.
During the year ended December 31, 1994, the Partnership paid cash
distributions aggregating $6,465,300 with $6,335,994 distributed to the
Investors and $129,306 to the General Partner. During the year ended
December 31, 1993, the Partnership paid cash distributions aggregating
$7,035,764 with $6,895,050 distributed to the Investors and $140,714 to
the General Partner. The distributions aggregated $0.85 per ABC in 1994
and $.925 per ABC in 1993.
On February 10, 1995, the Partnership paid the fourth quarter
distribution of $1,583,998 to the Investors ($0.2125 per ABC) and $32,326
to the General Partner.
The Partnership anticipates making regular distributions to its
partners in the future.
The sole shareholder of TEMPO L.P. Inc. was DWD.
<TABLE>
ITEM 6. SELECTED FINANCIAL DATA.
The following sets forth a summary of the selected financial data for
the Partnership:
Years ended December 31, 1994, 1993, 1992, 1991, and 1990
<CAPTION>
1994 1993 1992 1991 1990
<S> <C> <C> <C> <C> <C>
Total revenues $7,581,882 $6,431,393 $6,432,862 $5,830,989 $7,346,348
Net income (loss) $6,846,233 $(11,269,051) $5,097,284 $5,388,560 $3,765,377
Net income (loss) per ABC $0.90 $(1.48) $0.67 $0.71 $0.50
Cash distribution
paid per ABC $0.85 $0.925 $1.00 $1.05 $1.225
Total assets at
December 31 $110,442,773 $109,894,827 $127,847,448 $130,572,629 $133,130,118
<FN>
Note: The above financial data should be read in conjunction with the
financial statements and the related notes appearing in Item 8.
Certain amounts have been reclassified to conform with the 1994
presentation.
</TABLE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
Liquidity and Capital Resources
The Partnership raised $149,082,200 in a public offering of
7,454,110 ABCs which was terminated in 1987. The Registrants have no
plans to raise additional capital.
The Partnership has purchased ten series of revenue bonds, the
proceeds of which funded the development of the Properties. The
Partnership's acquisition program has been completed. No additional
investments are planned.
Cash flow generated by the Properties is the primary source of
all payments due the Partnership under the terms of the revenue bonds,
which are collateralized by the Properties.
The Partnership's business is indirectly affected by competition
to the extent that the Properties may be subject to competition from
neighboring properties. Many residential real estate markets are
stabilizing because new construction has been significantly less than new
renter household formation over the past several years. Another
indication of improvement in the residential market is that rental rates
in many metropolitan areas are slowly increasing. Employment is
projected to grow in certain regions such as the Southwest, Southeast and
areas of Florida resulting in a steady increase in demand for multifamily
housing. At several of the properties securing the mortgage loans in the
Partnership's portfolio, rental rates have increased during 1994 and,
therefore, the Partnership's cash flow from operations should gradually
increase.
In 1994, Partnership cash flow from operations exceeded its
distributions and other cash requirements. The Partnership expects that
its cash flow from operations will continue to exceed its distributions
and other cash needs in 1995. The Partnership will increase the cash
distribution rate from 4.25% to 5% beginning with the cash distribution
for the first quarter of 1995.
The payment status of each revenue bond follows:
Cash flow from the Pine Club Apartments, High Ridge Apartments
and Township in Hampton Woods properties enabled their owners to pay debt
service at effective interest rates of 7.75%, 8.20%, and 8.91%,
respectively. These payment rates exceeded the minimum interest rates
required on the Pine Club loan (7.50%), High Ridge loan (7.25%) and the
Township in Hampton Woods loan (8.50%). The excess payments were applied
to base interest due under the loans. In 1995, each of these properties
is expected to operate at a modest cash flow surplus after payment of
minimum debt service and, therefore, each should be able to pay a portion
of the base interest in 1995.
In 1993, the Partnership allowed America First Tax Exempt
Mortgage Fund, L.P., the original owner of the Township in Hampton Woods
property, to transfer ownership and the related mortgage loan payable to
American First REIT Inc. ("AFREIT"), a real estate investment trust.
Subsequently, AFREIT informed the Partnership that it intended to
refinance the property and prepay the related mortgage loan and, in 1994,
filed suit to compel the Partnership to accept prepayment. In February
1995, the Court, in a summary judgment, ruled that the loan agreements
are clear that there can be no voluntary prepayments prior to November
1, 1996. AFREIT has until April 12, 1995 to appeal the decision.
The owner of Wildcreek Apartments property paid its minimum debt
service and required reserves in full in 1994. The Partnership is
holding the remaining proceeds from the letter of credit opened by this
owner as additional security on the loan, approximately $251,000, in a
segregated cash account. The Partnership does not expect that it will
need to use these proceeds to fund minimum debt service or reserve
shortfalls of the owner in the near future.
In April 1994, the Partnership and the owner of Burlington
Arboretum Apartments reached a settlement with respect to various
defaults in debt service and other matters, and in July 1994, the
Burlington Arboretum debt was modified effective with the September 1
payment. See Note 4 to the financial statements in Item 8 below.
In 1994, the Fountain Head property operated at breakeven after
paying required minimum debt service, but before funding certain building
improvements that were required at the property. The Partnership funded
the total costs of the capital improvements program (approximately
$271,000) through December 31, 1994 and is in dispute with Fountain Head
Partners over its share of such costs. See Note 4 to the financial
statements in Item 8 below. The property is expected to continue to
generate sufficient cash flow to make minimum debt service and required
reserve payments. At December 31, 1994, Fountain Head Partners has a
remaining commitment to fund property operating deficits of approximately
$25,000.
All of the cash flow generated by the SunBrook property (which
is partly owned by the Partnership) is paid to the Partnership. During
1994, the Partnership received $1,223,637 from the property; this amount
was higher than required minimum debt service by approximately $42,000.
The excess payment was applied to reduce minimum debt service reserves
previously taken on this loan. Cash flow from the property is expected
to be sufficient to fully pay minimum debt service in 1995.
In 1994, the Partnership completed a capital improvements program
for the SunBrook property at a total cost of $663,814.
All of the cash flow generated by the Park at Landmark property
(which is partly owned by the Partnership) is paid to the Partnership.
During 1994, the Partnership received $1,524,159 from the property; this
amount was less than required minimum debt service by $1,074,591. Cash
flow from the property is not expected to be sufficient to fully pay
minimum debt service in the foreseeable future.
On February 10, 1995, the Partnership paid the fourth quarter
cash distribution of $1,583,998 to the Investors ($0.2125 per ABC) and
$32,326 to the General Partner.
Operations
Fluctuations in the Partnership's operating results for the year
ended December 31, 1994 compared to 1993 and 1993 compared to 1992 are
primarily attributable to the following:
The increase in interest income from revenue bonds in 1994
compared to 1993 was primarily due to an increase in interest received
from the Park at Landmark and SunBrook properties.
In 1993, the Partnership recorded a provision for loss on
investments totaling $17,345,397, with regard to the Partnership's
investment in the Park at Landmark and Burlington revenue bonds thereby
reducing the Partnership's net income when compared to 1994 and 1992.
The increase in general and administrative expenses in 1994
compared to 1993 was primarily due to the costs of restructuring the
Burlington Arboretum debt of approximately $255,000. General and
administrative expenses were higher in 1992 than in 1993 because of legal
fees incurred in connection with the settlement of litigation with the
former owners of the SunBrook and Park at Landmark properties in 1992.
A summary of the markets in which the Properties are located is
as follows:
Burlington Apartments, located in Burlington, MA, a suburb of
Boston, is in a market which has strengthened in 1994. During 1994,
occupancy in this market decreased slightly from 98% to 97% while
occupancy at the property decreased slightly from 99% to 98%. Because
there is little vacancy in this market, the owner was able to increase
rental rates in 1994.
The Park at Landmark property, located in Alexandria, VA,
competes against several neighboring apartment buildings in a market
experiencing a vacancy rate of 5%. During 1994, occupancy at the
property increased from 85% to 97%. Occupancy in the market is expected
to stabilize in 1995.
Pine Club Apartments, located in Orlando, FL, operates in a
market with a current vacancy rate of 8%. In 1994, occupancy at the
property decreased from 99% to 91%, and the owner has been able to
increase rental rates.
SunBrook Apartments is located in St. Charles County, MO, a
suburb of St. Louis. Occupancy in this market has begun to increase as
a result of improving economic conditions in the area. Major employers
in the area have ceased additional layoffs while new commercial
construction has begun to increase. Occupancy fluctuates seasonally and
was 86% at December 31, 1994 and 1993. In 1994, the owner was able to
increase rental rates.
Wildcreek Apartments is located in Clarkston, GA, a suburb of
Atlanta. This market has strengthened in recent years due to a lack of
new residential construction in the area. Occupancy at the property
decreased from 99% to 90% during 1994, and the owner was able to raise
rental rates.
The Township in Hampton Woods property, located in Hampton, VA,
operates in a market which is primarily dependent on the defense
industry. Although military bases and factories in general have been
subject to cutbacks and closings, this market, with a current vacancy
rate of 7%, has not been adversely affected by this trend. During 1994,
occupancy at the property remained stable at 93%. In 1994, the owner was
able to increase rental rates.
High Ridge Apartments, located in Albuquerque, NM, operates in
a strong market which has a vacancy rate of 3% and is experiencing an
increase in rental rates. Occupancy at the property decreased slightly
from 99% to 98% in 1994, but the owner was able to raise rental rates.
New apartment units are under construction in this market, but they are
not expected to compete directly with the property.
Fountain Head Apartments, located in Kansas City, MO, operates
in a market which has a vacancy rate of 5% and is experiencing an
increase in rental rates. During 1994, occupancy increased from 96% to
100% and the owner was able to increase rental rates and eliminate
concessions. <PAGE>
<TABLE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
DEAN WITTER/COLDWELL BANKER TAX EXEMPT MORTGAGE FUND, L.P.
INDEX
<CAPTION>
(a) Financial Statements
Page
<S> <C>
Independent Auditors' Report 12
Schedules of Investments at December 31, 1994 and 1993 13-16
Balance Sheets at December 31, 1994 and 1993 17
Statements of Operations for the years ended
December 31, 1994, 1993 and 1992 18
Statements of Partners' Capital for the years ended
December 31, 1994, 1993 and 1992 19
Statements of Cash Flows for the years ended
December 31, 1994, 1993 and 1992 20
Notes to Financial Statements 21-32
TEMPO-LP, INC.
Independent Auditors' Report 33
Balance Sheets at December 31, 1994 and 1993 34
Note to Balance Sheets 35
(b) Financial Statement Schedule
Schedule VIII - Valuation and Qualifying Accounts 42
All schedules other than those indicated above have been omitted because either
the required information is not applicable or the information is shown in the
financial statements or notes thereto.
/TABLE
<PAGE>
Independent Auditors' Report
To The Partners of
Dean Witter/Coldwell Banker Tax Exempt Mortgage Fund, LP
We have audited the accompanying balance sheets, including schedules of
investments, of Dean Witter/Coldwell Banker Tax Exempt Mortgage Fund, LP
(the "Partnership") as of December 31, 1994 and 1993, and the related
statements of operations, partners' capital, and cash flows for each of
the three years in the period ended December 31, 1994. 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 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 financial statements present fairly, in all material
respects, the financial position of Dean Witter/Coldwell Banker Tax
Exempt Mortgage Fund, LP as of December 31, 1994 and 1993, and the
results of its operations and its cash flows for each of the three years
in the period ended December 31, 1994 in conformity with generally
accepted accounting principles. Also in our opinion, such financial
statement schedule, when considered in relation to the basic financial
statements taken as a whole, presents fairly in all material respects,
the information set forth therein.
/s/Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
March 17, 1995
<PAGE>
<TABLE>
DEAN WITTER/COLDWELL BANKER TAX EXEMPT MORTGAGE FUND, L.P.
SCHEDULE OF INVESTMENTS
December 31, 1994
<CAPTION>
Percentage Par Carrying
Short-term Investments: of Portfolio Maturity ($000) Value
<S> <C> <C> <C> <C>
Tax-exempt variable Rate Demand
Notes of various issuers 2.2% 01/02/95 2,390 $ 2,390,000
Landmark New York Tax Free
Cash Reserve Money Market
Fund consisting of New York
Municipal obligations 1.9% 01/02/95 - 2,072,669
Cash - N/A - 1,721
Total cash and short-term
investments 4.1% 4,464,390
Revenue Bonds:
Burlington Arboretum Apartments
City of Burlington, MA
Housing Authority,
Series 1987, MB, 9.00% 21.9% 09/22/11 28,826 23,500,000
City of Burlington, MA
Housing Authority, Series
1989A, 9.00% 0.5% 09/22/11 500 500,000
22.4% 29,326 24,000,000
Park at Landmark
City of Alexandria, VA
MultiFamily Refunding
Revenue Bond, Series
1987A, 9.50% 15.7% 06/01/08 34,650 16,907,845
Pine Club Apartments
Orange County, FL
Multifamily Housing Revenue
Bond, Series 1988, 9.50% 12.7% 9/01/12 13,750 13,600,000
SunBrook Apartments
County of St. Charles, MO
Industrial Development
Authority Revenue Bond,
Series 1987, 9.25% 11.1% 12/01/11 16,330 11,884,600
<FN>
See accompanying notes to financial statements.
/TABLE
<PAGE>
<TABLE>
DEAN WITTER/COLDWELL BANKER TAX EXEMPT MORTGAGE FUND, L.P.
SCHEDULE OF INVESTMENTS
December 31, 1994
<CAPTION>
Percentage Par Carrying
Revenue Bonds, continued: of Portfolio Maturity ($000) Value
<S> <C> <C> <C> <C>
Wildcreek Apartments
City of Clarkston, GA
Multifamily Housing
Revenue Bond,
Series 1987, 9.50% 10.2% 07/01/11 11,000 11,000,000
Township at Hampton Woods
Hampton, VA Redevelopment and
Housing Authority Multifamily
Mortgage Revenue Note,
Series 1988, 12.00% 10.0% 11/01/09 10,800 10,800,000
High Ridge Apartments
State of New Mexico
Mortgage Finance Authority
Multifamily Housing
Revenue Bond, Series
1987A, 9.25% 6.9% 12/01/11 7,400 7,400,000
State of New Mexico
Mortgage Finance
Authority Multifamily
Housing Revenue Bond,
Series 1987B, 9.25% 2.3% 12/01/11 2,500 2,500,000
9.2% 9,900 9,900,000
Fountain Head Apartments
Kansas City, MO Industrial
Development Authority
Multifamily Housing
Refunding Bond, Series
1987, 9.25% 4.6% 12/01/08 4,900 4,900,000
Total revenue bonds 95.9% 102,992,445
Total investments 100.0% $107,456,835
<FN>
See accompanying notes to financial statements.
/TABLE
<PAGE>
<TABLE>
DEAN WITTER/COLDWELL BANKER TAX EXEMPT MORTGAGE FUND, L.P.
SCHEDULE OF INVESTMENTS
December 31, 1993
<CAPTION>
Percentage Par Carrying
Short-term Investments: of Portfolio Maturity ($000) Value
<S> <C> <C> <C> <C>
Tax-exempt variable Rate Demand
Notes of various issuers 2.0% 01/02/94 2,390 $ 2,490,000
Landmark New York Tax Free
Cash Reserve Money Market
Fund consisting of New York
Municipal obligations 0.6% 01/02/94 - 718,528
Cash - N/A - 6,008
Total cash and short-term
investments 2.6% 3,214,536
Revenue Bonds:
Burlington Arboretum Apartments
City of Burlington, MA
Housing Authority,
Series 1987, MB, 9.00% 23.3% 09/22/11 28,826 23,500,000
City of Burlington, MA
Housing Authority, Series
1989A, 9.00% 0.4% 09/22/11 500 500,000
23.7% 29,326 24,000,000
Park at Landmark
City of Alexandria, VA
MultiFamily Refunding
Revenue Bond, Series
1987A, 9.50% 23.3% 06/01/08 34,650 17,400,000
Pine Club Apartments
Orange County, FL
Multifamily Housing Revenue
Bond, Series 1988, 9.50% 11.0% 9/01/12 13,750 13,600,000
SunBrook Apartments
County of St. Charles, MO
Industrial Development
Authority Revenue Bond,
Series 1987, 9.25% 9.8% 12/01/11 16,330 12,178,450
<FN>
See accompanying notes to financial statements.
/TABLE
<PAGE>
<TABLE>
DEAN WITTER/COLDWELL BANKER TAX EXEMPT MORTGAGE FUND, L.P.
SCHEDULE OF INVESTMENTS
December 31, 1993
<CAPTION>
Percentage Par Carrying
Revenue Bonds, continued: of Portfolio Maturity ($000) Value
<S> <C> <C> <C> <C>
Wildcreek Apartments
City of Clarkston, GA
Multifamily Housing
Revenue Bond,
Series 1987, 9.50% 8.9% 07/01/11 11,000 11,000,000
Township at Hampton Woods
Hampton, VA Redevelopment and
Housing Authority Multifamily
Mortgage Revenue Note,
Series 1988, 12.00% 8.7% 11/01/09 10,800 10,800,000
High Ridge Apartments
State of New Mexico
Mortgage Finance Authority
Multifamily Housing
Revenue Bond, Series
1987A, 9.25% 6.0% 12/01/11 7,400 7,400,000
State of New Mexico
Mortgage Finance
Authority Multifamily
Housing Revenue Bond,
Series 1987B, 9.25% 2.0% 12/01/11 2,500 2,500,000
8.0% 9,900 9,900,000
Fountain Head Apartments
Kansas City, MO Industrial
Development Authority
Multifamily Housing
Refunding Bond, Series
1987, 9.25% 4.0% 12/01/08 4,900 4,900,000
Total revenue bonds 97.4% 103,778,450
Total investments 100.0% $106,992,986
<FN>
See accompanying notes to financial statements
/TABLE
<PAGE>
<TABLE>
DEAN WITTER/COLDWELL BANKER TAX EXEMPT MORTGAGE FUND, L.P.
BALANCE SHEETS
December 31, 1994 and 1993
<CAPTION>
1994 1993
ASSETS
<S> <C> <C>
Cash and short-term investments, at cost
which approximates market $ 4,464,390 $ 3,214,536
Accrued interest receivable 733,012 533,357
Investment in revenue bonds (Note 4) 102,992,445 103,778,450
Deferred bond selection fee, net 1,473,980 1,686,954
Other assets (Note 4) 778,946 681,530
$110,442,773 $109,894,827
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable and other liabilities $ 957,538 $ 790,525
Partners' capital:
Assigned Benefit Certificates
(7,454,110 ABCs outstanding) 109,485,235 109,104,302
$110,442,773 $109,894,827
<FN>
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
DEAN WITTER/COLDWELL BANKER TAX EXEMPT MORTGAGE FUND, L.P.
STATEMENTS OF OPERATIONS
Years ended December 31, 1994, 1993 and 1992
<CAPTION>
1994 1993 1992
<S> <C> <C> <C>
Interest income:
Revenue bonds (Note 4) $7,518,209 $ 6,356,460 $6,320,036
Short-term investments 63,673 74,933 112,826
7,581,882 6,431,393 6,432,862
Expenses:
General and administrative 735,649 355,047 510,578
Provision for loss on investments
(Note 4) - 17,345,397 -
Settlement of litigation (Note 4) - - 825,000
735,649 17,700,444 1,335,578
Net income (loss) $6,846,233 $(11,269,051) $5,097,284
Net income (loss) per Assigned
Benefit Certificate $ .90 $ (1.48) $ .67
<FN>
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
DEAN WITTER/COLDWELL BANKER TAX EXEMPT MORTGAGE FUND, L.P.
STATEMENTS OF PARTNERS' CAPITAL
Years ended December 31, 1994, 1993 and 1992
<CAPTION>
Limited General
Partner Partner Total
<S> <C> <C> <C>
Partners' capital (deficit) at
January 1, 1992 $130,136,872 $ (218,805) $129,918,067
Net income 4,995,338 101,946 5,097,284
Distributions (7,454,110) (152,124) (7,606,234)
Partners' capital (deficit) at
December 31, 1992 127,678,100 (268,983) 127,409,117
Net loss (11,043,670) (225,381) (11,269,051)
Distributions (6,895,050) (140,714) (7,035,764)
Partners' capital (deficit) at
December 31, 1993 109,739,380 (635,078) 109,104,302
Net income 6,709,308 136,925 6,846,233
Distributions (6,335,994) (129,306) (6,465,300)
Partners' capital (deficit) at
December 31, 1994 $110,112,694 $ (627,459) $109,485,235
<FN>
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
DEAN WITTER/COLDWELL BANKER TAX EXEMPT MORTGAGE FUND, L.P.
STATEMENTS OF CASH FLOWS
Years ended December 31, 1994, 1993 and 1992
<CAPTION>
1994 1993 1992
<S> <C> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 6,846,233 $(11,269,051) $5,097,284
Adjustments to reconcile net income (loss) to net
cash provided by operating activities:
Provision for loss on investments - 17,345,397 -
Amortization 786,005 1,053,736 1,356,686
Amortization of deferred bond selection fee 212,974 212,974 212,974
(Increase) decrease in accrued interest receivable (199,655) 179 321,008
Increase (decrease) in accounts payable
and other liabilities 167,013 352,194 (216,231)
Net cash provided by operating activities 7,812,570 7,695,429 6,771,721
Cash flows from financing activities:
Cash distributions (6,465,300) (7,035,764) (7,606,234)
Other assets (97,416) (561,335) (97,995)
Net cash used in financing activities (6,562,716) (7,597,099) (7,704,229)
Increase (decrease) in cash and short-term investments 1,249,854 98,330 (932,508)
Cash and short-term investments at beginning
of year 3,214,536 3,116,206 4,048,714
Cash and short-term investments at end of year $ 4,464,390 $ 3,214,536 $ 3,116,206
<FN>
See accompanying notes to financial statements.
<PAGE>
DEAN WITTER/COLDWELL BANKER TAX EXEMPT MORTGAGE FUND, L.P.
NOTES TO FINANCIAL STATEMENTS
December 31, 1994, 1993 and 1992
1. The Partnership
Dean Witter/Coldwell Banker Tax Exempt Mortgage Fund, L.P. (the
"Partnership") is a limited partnership organized under the laws of
the State of Delaware on August 20, 1986. The Partnership is managed
by TEMPO-GP Inc. (the "General Partner"), a subsidiary of Dean Witter,
Discover & Co. ("DWD").
In 1986, the Partnership sold 7,454,110 units of Assigned Benefit
Certificates ("ABCs") for $149,082,200. The holders of ABC's (the
"Investors") were assigned limited partnership interests in the
Partnership by Tempo-LP Inc. (the "Limited Partner"). Tempo-LP Inc.
is a wholly-owned subsidiary of DWD and the sole limited partner in
the Partnership. No additional ABCs will be sold.
The proceeds from the offering were used to purchase federally tax-
exempt revenue bonds issued by various state or local governments or
their agencies or authorities. The proceeds of the bonds were used
to fund mortgage loans to finance the construction and/or ownership
of income-producing multi-family residential properties. Each of the
revenue bonds is secured by the real property financed by the related
mortgage loan.
2. Summary of Significant Accounting Policies
The Partnership's records are maintained on the accrual basis of
accounting for financial reporting and tax purposes.
Generally, the investments in revenue bonds are carried at cost. The
Partnership has acquired ownership interests in certain properties
collateralizing the bonds because the owners of such properties
defaulted on the bonds. At the date of acquisition of these ownership
interests, the Partnership adjusted the carrying value of the related
bonds to the net realizable value of the property if such amount was
lower than the book value of the bonds. Subsequently, for those bonds
which were written down to net realizable value, the Partnership
records annual amortization (netted against bond interest)
approximately equal to depreciation on the property.
The Partnership periodically evaluates the recoverability of the
carrying amount of its investments in revenue bonds. Since
recoverability depends upon the cash flows expected to be generated
by the properties which collateralize the bonds, the evaluation is
based on review of the expected cash flows, financial condition of the
properties' owners and other factors.
Bond selection fees paid to the General Partner were deferred and
allocated to individual investments purchased based on the relative
cost of the investments. The fees are amortized over the expected
life of the related investments, and the amortization expense is
netted against interest income from the investments.
The Partnership considers short-term investments with original
maturities of three months or less to be cash equivalents.
Net income per ABC amounts are calculated by dividing net income
allocated to the Investors, in accordance with the Partnership
Agreement, by the number of ABCs outstanding.
No provision for income taxes has been made in the financial
statements, since any liability for such taxes is that of the
Investors rather than the Partnership.
The accounting policies used for tax reporting purposes differ from
those used for financial reporting as follows: (a) the Partnership's
initial offering costs are capitalized and (b) its losses on
impairment, amortization and provisions for uncollectible interest
will not be recognized until realized. The tax basis of the
Partnership's assets and liabilities is approximately $45,469,000
higher than the amounts reported for financial statement purposes,
3. Partnership Agreement
The Partnership Agreement provides that net income is distributed 98%
to the Investors and 2% to the General Partner, until the Investors
have received a non-cumulative annual return of 9.5%. Thereafter, net
income will be distributed 90% to the Investors and 10% to the General
Partner.
Payments of principal from repayment of the revenue bonds or sale of
the related properties will generally be distributed 100% to the
Investors. Payments of base and contingent interest (see Note 4) on
maturity of the bond or the sale of the property will generally be
distributed 98% to the Investors and 2% to the General Partner, until
the Investors have received, in the aggregate, $20.00 per ABC plus
interest payments sufficient to provide an average cumulative
noncompounded return of 9.5% per annum. Thereafter, interest proceeds
will be distributed 90% to the Investors and 10% to the General
Partner.
<PAGE>
</TABLE>
<TABLE>
4. Investment in Revenue Bonds
At December 31, 1994, the investment in revenue bonds consisted of the
following:
<CAPTION>
- Interest Rate -
Carrying Minimum Base
Property Name Location Amount Rate Rate Maturity
<S> <C> <C> <C> <C> <C>
Burlington
Arboretum Burlington, MA $24,000,000 5.35% 9.00% 9/22/11
Park at Landmark Alexandria, VA 16,907,845 7.50 9.50 6/01/08
Pine Club
Apartments Orlando, FL 13,600,000 7.50 9.50 9/01/12
SunBrook
Apartments St. Charles County, MO 11,884,600 7.25 9.25 12/01/11
Wildcreek
Apartments Clarkston, GA 11,000,000 7.50 9.50 7/01/11
The Township
in Hampton
Woods Hampton, VA 10,800,000 8.50 12.00 11/01/09
High Ridge
Apartments Albuquerque, NM 9,900,000 7.25 9.25 12/01/11
Fountain Head
Apartments Kansas City, MO 4,900,000 7.25 9.25 12/01/08
$102,992,445
</TABLE>
<PAGE>
General description of bonds
The terms of each revenue bond mirror the terms of the mortgage loan
funded with proceeds from its issuance. The revenue bonds are
collateralized by first mortgages on the underlying projects, and are
non-recourse with respect to the issuers of the bonds.
As additional security for the bonds, the Partnership obtained letters
of credit from certain of the borrowers.
Each bond bears interest at a rate which is comprised of three
components: a minimum rate, a base rate, and a contingent rate.
The minimum interest rate is the contractual rate each borrower must pay
to avoid default. If a property generates cash flow from operations
after payment of interest at the minimum rate, interest is payable at the
base rate. Otherwise, interest at the base rate will be payable at
maturity of the bonds, or from proceeds from the sale or refinancing of
the Property.
The terms of the Park at Landmark and Burlington Arboretum bonds limit
the base interest payable from sale or refinancing proceeds to $1,500,000
and $1,200,000, respectively.
The Partnership may also earn contingent interest, the amount of which
is based on the cash flow and sale or refinancing proceeds from the
underlying Properties. Such interest, combined with the stated interest
rates, may not exceed 16% (14% for the Burlington Arboretum bond).
There can be no assurance that the Partnership will be able to collect
any or all base or contingent interest provided for under the revenue
bonds. Interest income above the minimum rate is recorded only when the
Partnership is paid such interest in cash.
The principal of each revenue bond is payable in a lump sum at maturity.
The Partnership has the right to require the issuers of the bonds to
repurchase them within approximately twelve to fifteen years after
completion of construction, for bonds which funded construction, or the
date of acquisition, for bonds which funded the acquisition of developed
properties.
The issuers of the bonds also have the right to prepay the bonds
approximately eight to ten years after their issuance.
Park at Landmark
As a result of a default by the owner of the Park at Landmark property,
in 1990, the Partnership and an affiliate of the General Partner each
acquired a 50% ownership interest in Landmark Acquisition Corp., the
entity which owns the property. The Partnership also drew $1,000,000
against the letter of credit which the borrower had provided as
additional security, and applied the funds against the principal of the
bond. In July 1992, the Partnership and the borrower entered into a
settlement agreement whereby the Partnership returned $825,000 to the
borrower, and the borrower dismissed all litigation against the
Partnership. The Partnership recorded the $825,000 as an expense in
1992.
The Partnership recorded amortization charges of $492,155, $759,886 and
$1,062,836 in 1994, 1993 and 1992, respectively, which approximate the
depreciation expense on the property as recorded by the borrower in each
of those years.
The Partnership also recognized provisions for uncollectible interest of
$1,074,591, $1,808,589 and $2,142,499 in 1994, 1993 and 1992,
respectively, which amounts approximate accrued but unpaid interest on
the revenue bond. These amounts are recorded as a reduction of interest
income from revenue bonds.
In 1993, the Partnership advanced $591,488, included in other assets, to
Landmark Acquisition Corp. to enable it to fund capital improvements on
the property.
In 1993, Landmark Acquisition Corp. determined that it was unlikely that
property cash flows would be sufficient to enable it to recover its
investment and, therefore, reduced the carrying value of the property to
$17.4 million, its net realizable value at December 31, 1993, and
recorded a loss. The Partnership determined that its investment was
similarly impaired and, accordingly, recorded a loss of $12,018,897, to
reduce the net carrying value of its investments to the net realizable
value of the property.
The property consists of land and two high-rise buildings containing 396
units.<PAGE>
<TABLE>
Summarized financial information for Landmark Acquisition Corp. is as
follows (in thousands):
<CAPTION>
December 31,
1994 1993
<S> <C> <C>
Land, building and improvements, net $ 17,038 $ 17,400
Other assets 253 402
Total assets $ 17,291 $ 17,802
Long-term debt and accrued interest $ 41,885 $ 40,668
Other liabilities 166 122
Total liabilities 42,051 40,790
Capital deficiency (24,760) (22,988)
Total liabilities and capital deficiency $ 17,291 $ 17,802
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Years ended December 31,
1994 1993 1992
<S> <C> <C> <C>
Revenues $ 3,297 $ 3,113 $ 2,989
Operating expenses 1,749 2,064 1,880
Interest expense 2,828 2,828 2,827
Loss on impairment of real
estate - 12,460 -
4,577 17,352 4,707
Loss before depreciation (1,280) (14,239) (1,718)
Depreciation 492 760 752
Net loss $(1,772) $(14,999) $(2,470)
</TABLE>
SunBrook Apartments
As part of a bankruptcy settlement in May 1992, SunBrook Apartments was
acquired by DWR SB Partnership ("DWR SB"), a partnership owned 50% by the
Partnership and 50% by an affiliate of the General Partner.
The property generated cash flow of approximately $1,265,000 in 1992, and
as part of the settlement, this cash was transferred to the Partnership,
which applied it to interest.
The Partnership recorded amortization charges of $415,731, $375,611 and
$293,850 in 1994, 1993 and 1992, respectively, which approximates the
depreciation expense on the property recorded by its owner in each of
those years.
In 1994, the Partnership received approximately $42,000 more than
required minimum debt service, which was applied to reduce minimum debt
service reserves previously taken on this loan. In 1993 and 1992, the
Partnership accrued minimum interest in full but recorded, as a reduction
of interest income, provisions for uncollectible interest of $350,290 and
$496,466, respectively.
In 1994, the Partnership completed a capital improvements program for
this property at a total cost of $663,814. These costs are included in
other assets.
The property consists of land and 30 buildings containing 476 units.
<PAGE>
<TABLE>
Summarized financial information for DWR SB is as follows (in thousands):
<CAPTION>
December 31,
1994 1993
<S> <C> <C>
Land, building and improvements, net $ 12,380 $ 12,652
Other assets 249 219
Total assets $ 12,629 $ 12,871
Long-term debt and accrued interest $ 17,254 $ 17,294
Other liabilities 95 67
Total liabilities 17,349 17,361
Capital deficiency (4,720) (4,490)
Total liabilities and capital deficiency $ 12,629 $ 12,871
</TABLE>
<TABLE>
Years ended December 31,
1994 1993 1992
<S> <C> <C> <C>
Revenues $ 2,071 $ 1,932 $ 1,005
Other income 212 259 82
2,283 2,191 1,087
Operating expenses 1,057 1,304 882
Interest expense 1,184 1,184 690
2,241 2,488 1,572
Income (loss) before
depreciation 42 (297) (485)
Depreciation 416 376 294
Net loss $ (374) $ (673) $ (779)
</TABLE>
<PAGE>
Fountain Head Apartments
The property is owned by Fountain Head Acquisition Corp., which is owned
50% each by the Partnership and Fountain Head Partners, an unaffiliated
party. Pursuant to an agreement among the owners, through December 31,
1994, the Partnership had advanced $75,000 and Fountain Head Partners had
advanced $50,000 to fund debt service deficiencies; Fountain Head
Partners is obligated to fund an additional $25,000 of deficiencies if
necessary.
Building improvements costing approximately $271,000 were completed
during the second quarter of 1994. While Fountain Head Partners
acknowledged the need for certain building improvements, it has not
agreed to pay its share of the amount the Partnership considers to be
necessary and as a result, the improvements were funded by the
Partnership. In December 1994, the Partnership and the owner had an
arbitration hearing in which the Partnership sought a 50% reimbursement
of project costs from Fountain Head Partners. This matter is expected to
be resolved in 1995.
The property consists of land and eight buildings containing 112 units.
Burlington Arboretum
The partnership which owns the Burlington Arboretum Apartments (the
"Owner") did not pay its debt service in full in 1991 and 1992. As a
result, the Partnership drew down a total of $633,000 through April 1993
from the letter of credit, opened by the Owner as security, to fund these
deficiencies. In 1993, the Owner paid required minimum debt service.
On May 6, 1993, the general partner of the Owner was replaced by a new
general partner who committed a substantial amount of new capital, and
the Partnership agreed to attempt to modify the revenue bond and related
mortgage loan.
However, the new general partner did not pay certain taxes and other
liabilities incurred prior to May 6, 1993 and, in February 1994, the City
of Burlington placed a lien on the property. This lien represented an
event of default on the revenue bond.
In March 1994, the Owner did not pay all of its minimum debt service and
required reserve payments; in response, the Partnership sent the Owner
a notice of default. Pursuant to a settlement between the Partnership
and the Owner, in April 1994, the Owner cured the defaults by paying the
March debt service shortfall and an additional $105,000 to the
Partnership. The Partnership then paid all past due taxes on behalf of
the Owner, and the tax lien was removed.
In July 1994, the debt was modified, effective with the September 1, 1994
payment. The minimum rate was reduced from 7.25% to 5.35%, the earliest
call date was extended to 2006, and the requirement for an operating
deficit guaranty was eliminated. The base interest rate was unchanged,
so the Partnership expects to continue to receive all of the cash flow
from the property as interest.
The Partnership incurred costs of approximately $255,000 to remove the
tax lien and modify the debt; these costs were included in general and
administrative expenses in 1994.
In 1993, the Partnership determined that its investment in the revenue
bond was impaired and recorded a provision for loss of $5,326,500 to
reduce the carrying value of the investment to $24,000,000, the estimated
net realizable value of the property.
<PAGE>
<TABLE>
Summarized financial information for the Burlington Arboretum Limited
Partnership, the owner of the property, is as follows (in thousands):
<CAPTION>
December 31,
1994 1993
<S> <C> <C>
Land, building and improvements, net $26,462 $27,156
Other assets 1,615 1,445
Total assets $28,077 $28,601
Long-term debt, including accrued interest $31,485 $31,492
Other liabilities 907 877
Total liabilities 32,392 32,369
Capital deficiency (4,315) (3,768)
Total liabilities and capital deficiency $28,077 $28,601
</TABLE>
<TABLE>
<CAPTION>
Years ended December 31,
1994 1993 1992
<S> <C> <C> <C>
Revenues $3,470 $ 3,367 $ 3,254
Other income 43 419 -
3,513 3,786 3,254
Operating expenses 1,178 1,300 1,169
Interest expense 1,996 2,238 2,769
3,174 3,538 3,938
Income (loss) before depreciation 339 248 (684)
Depreciation and amortization 886 921 921
Net loss $ (547) $ (673) $(1,605)
</TABLE>
<PAGE>
Wildcreek Apartments
In 1994, Wildcreek paid the required minimum debt service and reserve
payments in full. The Partnership is holding the remaining letter of
credit proceeds of approximately $251,000 in a segregated cash account.
Pine Club Apartments
<TABLE>
Summarized financial information for the Pine Club Apartments Limited
partnership, the owner of the property, is as follows (in thousands):
<CAPTION>
December 31,
1994 1993
<S> <C> <C>
Land, building and improvements, net $ 9,922 $10,601
Other assets 951 981
Total assets $10,873 $11,582
Long-term debt $13,600 $13,600
Other liabilities 1,451 1,440
Total liabilities 15,051 15,040
Capital deficiency (4,178) (3,458)
Total liabilities and capital deficiency $10,873 $11,582
</TABLE>
<TABLE>
<CAPTION>
Years ended December 31,
1994 1993 1992
<S> <C> <C> <C>
Revenues $ 1,789 $ 1,722 $ 1,626
Operating expenses 810 772 722
Interest expense 1,020 1,020 1,020
1,830 1,792 1,742
Loss before depreciation (41) (70) (116)
Depreciation 679 679 679
Net loss $ (720) $ (749) $ (795)
<PAGE>
Cash flow deficits at the property, which approximate losses before
depreciation, have been funded by the owner.
Additional security for the bond is provided by a $500,000 letter of
credit and a $250,000 guaranty by the owner/borrowers' partners. The
guaranty is secured by a special limited partnership interest in Phase
II of the development (in which the Partnership had no prior financial
interest), and certain of the developer's fees from such development.
The General Partner has a 6% special limited partnership interest in the
Phase II development.
The remaining portion of the letter of credit will be released when the
property achieves and maintains certain levels of cash flow and
satisfies other conditions.
Township in Hampton Woods
In 1993, the Partnership allowed America First Tax Exempt Mortgage Fund,
L.P., the original owner of the Township in Hampton Woods property, to
transfer ownership and the related mortgage loan payable to America
First REIT Inc. ("AFREIT"), a real estate investment trust.
Subsequently, AFREIT informed the Partnership that it intended to
refinance the property and prepay the related mortgage loan and, in
1994, filed suit to compel the Partnership to accept prepayment. In
February 1995, the Court, in a summary judgment, ruled that the loan
agreements are clear that there can be no voluntary prepayments prior
to November 1, 1996. AFREIT has until April 12, 1995 to appeal the
decision.
5. Related Party Transactions
An affiliate of the General Partner performs bond servicing and
administrative functions, processes investor transactions and prepares
tax information for the Partnership. The Partnership incurred
approximately $516,000, $517,000 and $508,000, in 1994, 1993 and 1992,
respectively, for these services. As of December 31, 1994, the
affiliate was owed approximately $29,000 for these services.
Another affiliate of the General Partner earned fees of $99,512,
$125,655 and $164,982 for the management of the Park at Landmark
property during 1994, 1993 and 1992, respectively. As of December 31,
1994, the affiliate was owed approximately $8,000.
6. Cash Distribution
On February 10, 1995, the Partnership paid a cash distribution of
$1,583,998 to the Investors ($0.2125 per ABC) and $32,326 to the General
Partner.
<PAGE>
Independent Auditors' Report
To the Board of Directors and
Stockholders of TEMPO-LP, Inc.:
We have audited the accompanying balance sheets of TEMPO-LP, Inc. (the
"Company") as of December 31, 1994 and 1993. These financial statements
are the responsibility of the Company'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 balance sheets are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the balance sheets.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the
overall balance sheet presentation. We believe that our audits provide
a reasonable basis for our opinion.
In our opinion, such balance sheets present fairly, in all material
respects, the financial position of TEMPO-LP, Inc. as of December 31,
1994 and 1993, in conformity with generally accepted accounting
principles.
/s/Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
March 17, 1995
<PAGE>
</TABLE>
<TABLE>
TEMPO-LP, INC.
BALANCE SHEETS
December 31, 1994 and 1993
<CAPTION>
ASSETS 1994 1993
<S> <C>
Cash $ 900 $ 900
Investment in Partnership, at cost 100 100
$1,000 $1,000
STOCKHOLDER'S EQUITY
Common stock, $1 par value, 1,000 shares
authorized and outstanding $1,000 $1,000
<FN>
See accompanying note.
</TABLE>
<PAGE>
TEMPO-LP, INC.
NOTE TO BALANCE SHEETS
December 31, 1994 and 1993
1. Organization
TEMPO-LP, Inc. (the "Corporation"), was formed in April 1986 to be the
limited partner of the Dean Witter/Coldwell Banker Tax Exempt Mortgage
Fund, L.P. (the "Partnership"). The Partnership issued limited
partnership interests to the Corporation, which in turn assigned those
limited partnership interests to investors. Investors received assigned
benefit certificates to represent the limited partnership interests
assigned to them. The Corporation has had no activity since assignment
of the limited partnership interests in 1986.
The Corporation's capital stock is owned by Dean Witter, Discover & Co.
<PAGE>
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosures.
None
PART III
Item 10. Directors and Executive Officers of the Registrants
The Partnership is a limited partnership which has no directors or
executive officers.
The directors and executive officers of both the General Partner
and Limited Partner are as follows:
Name Position
William B. Smith Chairman of the Board of Directors
E. Davisson Hardman, Jr. President and Director
Lawrence Volpe Controller, Assistant Secretary and
Director
Ronald T. Carman Secretary and Director
All of the directors have been elected to serve until the next
annual meeting of the shareholder of the General Partner and Limited
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 51, is a Managing Director of Dean Witter
Realty Inc. and has been with Dean Witter Realty Inc. since 1982.
E. Davisson Hardman, Jr., age 45, is a Managing Director of Dean
Witter Realty Inc. and has been with Dean Witter Realty Inc. since 1982.
Lawrence Volpe, age 47, 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 43, is a Director and the Secretary of Dean
Witter Realty Inc. He is a Senior Vice President of Dean Witter,
Discover & Co. and 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 Partner is entitled to receive a share of cash
distributions, when and as cash distributions are made to the Limited
Partner and a share of taxable income or tax loss, if any . Descriptions
of such distributions and allocations are in Item 5 above. The General
Partner received cash distributions of $129,306, $140,714 and $152,124
during the years ended December 31, 1994, 1993 and 1992, respectively.
All of the distributions to the Limited Partner are assigned and
paid to the Investors.
Certain affiliates of the General Partner were paid certain fees
and reimbursed for certain expenses. Information concerning such fees
and reimbursements is contained in Note 5 to the financial statements in
Item 8 above.
The directors and executive officers of the General Partner and the
Limited Partner 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 ABCs.
(b) The executive officers and directors of the General Partner
and the Limited Partner do not own any ABCs as of March 31, 1995.
Item 13. Certain Relationships and Related Transactions.
The General Partner's share of cash distributions and income or
loss is described in Item 5 above.
All of the outstanding shares of common stock of the General
Partner and the Limited Partner are owned by Dean Witter, Discover & Co.
Additional information with respect to the directors and executive
officers and compensation of the General Partner and Limited Partner is
contained in Items 10 and 11 above.
The General Partner and its affiliates were paid certain fees and
reimbursed for certain expenses. Information concerning such fees and
reimbursements is contained in Note 5 to the financial statements in Item
8 above.
The Park at Landmark property is owned by Landmark Acquisition
Corp. The Partnership owns 50% of the common stock of the corporation;
an affiliate of the General Partner owns the remaining 50%.
The SunBrook Apartments property is owned by DWR SB Partnership.
The Partnership owns 50% of DWR SB Partnership; an affiliate of the
General Partner owns the remaining 50%.
The Fountain Head Apartments property is owned by Fountain Head
Acquisition Corp. The Partnership owns 50% of the corporation; an
unaffiliated third party owns the remaining 50%.
<PAGE>
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form
8-K.
(a) Documents filed as a part of this report:
1. FINANCIAL STATEMENTS
Financial Statements of the Partnership (see Index to
Financial Statements as part of Item 8 of this Annual Report).
Financial Statements of TEMPO-LP, Inc. (see Index to Financial
Statements as part of Item 8 of this Annual Report).
2. SCHEDULES
Financial Statement Schedules of the Partnership and TEMPO-LP,
Inc. (see Index to respective Financial Statements as part of
Item 8 of this Annual Report).
3. EXHIBITS
(2) Not applicable.
(3)(a) (i) Certificate of Incorporation of TEMPO-LP, Inc.
Incorporated by reference to Exhibit 3(a) to
Registrants' Registration Statement, No 33-6216,
filed on June 4, 1986.
(ii) Certificate of Amendment of Certificates of
Incorporation of TEMPO-LP, Inc. Incorporated by
reference to Exhibit 3(a)(ii) to Pre-Effective
Amendment No. 1 to Registrants' Registration
Statement, No. 33-6216, filed on August 25, 1986.
(3)(b) Bylaws of TEMPO-LP, Inc. Incorporated by
reference to Exhibit 3(b) of Registrants'
Registration Statement, No. 33-6216, filed on
June 4, 1986.
(3)(c) Certificate of Limited Partnership of Dean
Witter/ Coldwell Banker Tax Exempt Mortgage Fund
L.P.Incorporated by reference to Exhibit 4(a)(i)
to Pre-Effective Amendment No. 1 to Registrants'
Registration Statement, No. 33-6216, filed on
August 25, 1986.
(3)(d) Form of Agreement of Limited Partnership.
Incorporated by reference to Exhibit D to
Registrants' Prospectus, dated October 8, 1986,
included in the Registrants' Registration
Statement No. 33-6216.
(4)(a) Certificate of Limited Partnership of Dean
Witter/ Coldwell Banker Tax Exempt Mortgage Fund
L.P. Incorporated by reference to Exhibit 4(a)(i)
to Pre-Effective Amendment No. 1 to Registrants'
Registration Statement, No. 33-6216, filed on
August 25, 1986.
(4)(b) Form of Assigned Benefit Certificate.
Incorporated by reference to Exhibit 4(c) to Pre-
Effective Amendment No. 1 to Registrants'
Registration Statement, No. 33-6216, filed on
August 25, 1986.
(4)(c) Revised Form of Assigned Benefit Certificate.
Incorporated by reference to Exhibit 4(c) to
Registrants' Annual Report on Form 10-K for the
fiscal year ended December 31, 1986.
(4)(d) Form of Assignment Agreement. Incorporated by
reference to Exhibit 4(d) to Registrants' Annual
Report on Form 10-K for the fiscal year ended
December 31, 1986.
(4)(e) Form of Agreement of Limited Partnership.
Incorporated by reference to Exhibit D to
Registrants' Prospectus, dated October 8, 1986,
included in the Registrants' Registration
Statement, No. 33-6216.
(9) Not applicable.
(10)(a) Mortgage bond, dated March 12, 1987, with respect
to Park at Landmark. Incorporated by reference
to Exhibit 10 (a) in Registrants' Report on Form
8-K, Commission File No. 0-15764, dated March 12,
1987.
(10)(b) Mortgage bond, dated July 16, 1987, with respect
to Wildcreek Apartments. Incorporated by
reference to Exhibit 10 (a) in Registrants'
Report on Form 8-K,Commission File No. 0-15764,
dated July 16, 1987.
(10)(c) Mortgage bond, dated September 22, 1987, with
respect to Burlington Arboretum Apartments.
Incorporated by reference to Exhibit 10 (a) in
Registrants' Report on Form 8-K,Commission File
No. 0-15764, dated September 22, 1987.
(10)(d) Mortgage bond, dated December 16, 1987, with
respect to SunBrook Apartments. Incorporated by
reference to Exhibit 10 (a) in Registrants'
Report on Form 8-K,Commission File No. 0-15764,
dated December 16, 1987.
(10)(e) Mortgage bond, dated December 21, 1987, with
respect to High Ridge Apartments. Incorporated
by reference to Exhibit 10 (a) in Registrants'
Report on Form 8-K,Commission File No. 0-15764,
dated December 21, 1987.
(10)(f) Mortgage bond, dated December 31, 1987, with
respect to Fountain Head Apartments.
Incorporated by reference to Exhibit 10 (a) in
Registrants' Report on Form 8-K,Commission File
No. 0-15764, dated December 31, 1987.
(10)(g) Mortgage bond, dated September 23, 1988, with
respect to Pine Club Apartments. Incorporated by
reference to Exhibit 10 (a) in Registrants'
Report on Form 8-K,Commission File No. 0-15764,
dated September 23, 1988.
(10)(h) Mortgage bond, dated November 14, 1988, with
respect to Township in Hampton Woods Apartments.
Incorporated by reference to Exhibit 10 (a) in
Registrants' Report on Form 8-K,Commission File
No. 0-15764, dated November 14, 1988.
(11) Not applicable.
(12) Not applicable.
(13) Not applicable.
(16) Not applicable.
(18) Not applicable.
(21) Subsidiaries:
Landmark Acquisition Corp., a Virginia Corporation
SBA/DW/CBTemp. Inc., a Missouri Corporation
(22) Not applicable.
(23) Not applicable.
(24) Not applicable.
(27) Financial Data Schedules.
(28) Not applicable.
(99) Not applicable.
(b) No Forms 8-K were filed by the Partnership during the last quarter
of the period covered by this report.
(d) Financial Statements Schedule
(1) Financial statements of Burlington Arboretum Limited
Partnership, an apartment complex located in Burlington,
Massachusetts. To be filed by Form 10-K/A when received from
Burlington Arboretum Limited Partnership.<PAGE>
<TABLE>
SCHEDULE VIII
DEAN WITTER/COLDWELL BANKER TAX EXEMPT
MORTGAGE FUND, L.P.
Valuation and Qualifying Accounts
<CAPTION>
Additions:
Year ended Balance at Charged to Balance at
December 31 Description beginning of period Costs and expenses end of period
<C> <C> <C> <C> <C>
1994 Revenue bonds $16,753,909 $0 $16,753,909
1994 Other assets $591,488 $0 $591,488
1993 Revenue bonds $0 16,753,909 $16,753,909
1993 Other assets $0 591,488 $591,488
<FN>
There were no valuation and qualifying accounts prior to 1993.
</TABLE>
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrants has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
DEAN WITTER/COLDWELL BANKER TAX EXEMPT MORTGAGE FUND, L.P.
By: TEMPO-GP, Inc.
Managing General Partner
By: /s/E. Davisson Hardman, Jr. Date: March 31, 1995
E. Davisson Hardman, Jr.
President
By: /s/Lawrence Volpe Date: March 31, 1995
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
Partnership and in the capacities and on the dates indicated.
TEMPO-GP, Inc.
Managing General Partner
/s/William B. Smith Date: March 31, 1995
William B. Smith
Chairman of the Board of Directors
/s/E. Davisson Hardman, Jr. Date: March 31, 1995
E. Davisson Hardman, Jr.
Director
/s/Lawrence Volpe Date: March 31, 1995
Lawrence Volpe
Director
/s/Ronald T. Carman Date: March 31, 1995
Ronald T. Carman
Director
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrants has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
By: TEMPO-LP, Inc.
By: /s/E. Davisson Hardman, Jr. Date: March 31, 1995
E. Davisson Hardman, Jr.
President
By: /s/Lawrence Volpe Date: March 31, 1995
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
Partnership and in the capacities and on the dates indicated.
TEMPO-LP, Inc.
/s/William B. Smith Date: March 31, 1995
William B. Smith
Chairman of the Board of Directors
/s/E. Davisson Hardman, Jr. Date: March 31, 1995
E. Davisson Hardman, Jr.
Director
/s/Lawrence Volpe Date: March 31, 1995
Lawrence Volpe
Director
/s/Ronald T. Carman Date: March 31, 1995
Ronald T. Carman
Director
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
Registrant is a limited partnership which invests in federally tax-exempt
revenue bonds, which financed construction and/or ownership of multi-family
residential properties. In accordance with industry practice, its balance
sheet is unclassified. For full information, refer to the accompanying
audited financial statements.
</LEGEND>
<CIK> 0000794449
<NAME> DEAN WITTER/COLDWELL BANKER TAX EXEMPT MORTGAGE FUND, L.P.
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> DEC-31-1994
<CASH> 4,464,390
<SECURITIES> 0
<RECEIVABLES> 733,012
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 110,442,773<F1>
<CURRENT-LIABILITIES> 0
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 109,485,235<F2>
<TOTAL-LIABILITY-AND-EQUITY> 110,442,773<F3>
<SALES> 0
<TOTAL-REVENUES> 7,581,882<F4>
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 735,649
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 6,846,233
<INCOME-TAX> 0
<INCOME-CONTINUING> 6,846,233
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 6,846,233
<EPS-PRIMARY> .90<F5>
<EPS-DILUTED> 0
<FN>
<F1>In addition to cash and receivables, total assets include investment
in revenue bonds of $102,992,445, net deferred expenses 0f $1,473,980
and other assets of $778,946.
<F2>Represents partners' capital.
<F3>Liabilities include accounts payable and other liabilities of $957,538.
<F4>Total revenue includes interest income of $7,581,882.
<F5>Represents net income per Assigned Benefit Certificate.
</FN>
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
Registrant is the limited partner of Dean Witter/Coldwell Banker Tax
Exempt Mortgage Fund, L.P. For full information, refer to the
accompanying audited financial statements.
</LEGEND>
<NAME> TEMPO-LP, INC.
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> DEC-31-1994
<CASH> 900
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 1000<F1>
<CURRENT-LIABILITIES> 0
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 1000<F2>
<TOTAL-LIABILITY-AND-EQUITY> 1000
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<FN>
<F1>In addition to cash, total assets include investment in
Partnership of $100.
<F2>Represents partners' capital.
</FN>
</TABLE>
