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 0-15764
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 className of each exchange on which registered
None None
Securities registered pursuant to Section 12(g) of the Act:
Units of Limited Partnership Interest
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
State the aggregate market value of the voting stock held by
nonaffiliates of the registrant. N/A
DOCUMENTS INCORPORATED BY REFERENCE
NonePART 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 to invest in a portfolio of federally tax-
exempt revenue bonds. These bonds, which are commonly known
as industrial development or revenue bonds, were 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 Morgan Stanley Dean
Witter & Co. ("MWD") 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 the financial statements in Item
8 and in Item 13 below.
TEMPO-LP Inc. (the "Limited Partner"), a Delaware
corporation wholly-owned by MWD, 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 and/or
ownership 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 Notes to the financial
statements in Item 8.
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.
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.
The Partnership considers its business to include one
industry segment, investing in federally tax-exempt revenue
bonds. Financial information regarding the Partnership is
set forth in the Partnership's financial statements in Item
8 below.
One of the revenue bonds was sold in October 1997. On
February 26, 1998, the Partnership sold the remaining
revenue bonds and its ownership interests in the properties
collateralizing certain bonds. Pursuant to the
Partnership's Agreement of Limited Partnership, the sale
effectuated the dissolution of the Partnership and,
accordingly, after the final distribution of remaining net
cash proceeds from the sale and any other remaining cash
from operations or reserves, the Partnership will terminate.
See Note 1 to the financial statements in Item 8.
The Registrants have no employees.
Effective February 26, 1998, the Partnership is dissolved
and is no longer conducting business. Its activities are
limited to winding up its affairs.
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.
On February 26, 1998, the Partnership sold the revenue bonds
and its ownership interests in the properties
collateralizing certain bonds. Pursuant to the Partnership's
Agreement of Limited Partnership, the sale effectuated the
dissolution of the Partnership, and, accordingly, after the
final distribution of remaining net cash proceeds from the
sale and any other remaining cash from operations or
reserves, the Partnership will terminate. See Note 1 to the
financial statements in Item 8.
The following table lists the revenue bonds the Partnership
owned during 1997 and the corresponding mortgage loans and
Properties:
<TABLE>
<CAPTION>
Original Property Maturity
Bond/Loan Closing Location
Occupancy Date of
Property Principal Date of Property
12/31/97 Bond/Loan
<S> <C> <C> <C> <C>
<C>
Park at Landmark1 $ 34,650,000 3/12/87
Alexandria, VA 90% 6/1/08
Burlington Arboretum
Apartments 29,326,500 9/22/87 Burlington, MA
99% 9/22/11
SunBrook Apartments2 16,325,000 12/16/87 St.
Charles
County, MO 74%
12/1/11
Pine Club Apartments 13,600,000 9/23/88 Orlando,
FL 90% 9/1/12
Wildcreek Apartments 11,000,000 7/16/87
Clarkston, GA 89% 7/1/11
The Township in Hampton
Woods4 10,800,000 11/14/88 Hampton, VA
- - 11/1/09
High Ridge Apartments 9,900,000 12/21/87
Albuquerque, NM 93% 12/1/11
Fountain Head Apartments3 4,900,000 12/31/87
Kansas City, MO 98% 12/1/08
Total $130,501,500
</TABLE>
1. The Partnership and an affiliate of the
General Partner each owned 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 owned 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 owned a 50% interest in the
entity which owns the property. The property consists of
land and eight buildings containing 112 units.
4. The Partnership sold the Township in Hampton
Woods revenue bond on October 24, 1997.
The carrying values and the terms of the revenue bonds and
the mortgage loans are described in the Notes to the
financial statements in Item 8 below.
ITEM 3. LEGAL PROCEEDINGS
On October 7, 1996, 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, Dean Witter,
Discover & Co., Dean Witter Reynolds Inc. and others as
defendants (the "Consolidated Class Action") was filed in
the Delaware Court of Chancery for New Castle County. The
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 the Complaint on
December 10, 1996.
On or about August 27, 1996, David Johnson, an ABC Holder in
the Partnership, filed a petition in the Circuit Court of
Jackson County, Missouri, at Kansas City against the
Partnership and the General Partner. The action seeks access
to the list of ABC holders and Limited Partners in the
Partnership and unspecified damages for alleged breaches of
fiduciary duty by the General Partner in connection with the
refusal to provide such list. By court order the list was
provided to the plaintiff in exchange for an agreement to
maintain its confidentiality. The Partnership and the
General Partner believe that they have good defenses to the
remainder of the action and intend vigorously to defend it.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF ABC HOLDERS
Beginning December 29, 1997 and until January 30, 1998, the
General Partner solicited the consent of the ABC Holders to
the proposed sale by the Partnership of substantially all
the Partnership's assets and the subsequent dissolution,
liquidation and termination of the Partnership, all as more
fully set forth in the General Partner's Information
Statement dated December 29, 1997. Effective February 2,
1998, the General Partner determined that the requisite
consent of the ABC Holders had been obtained. The consent
of the ABC Holders reulted in the sale of substantially all
of the Partnership's non-cash assets and the dissolution of
the Partnership, and is expected to result in the subsequent
liquidation and termination of the Partnership. The number
of limited partnership interests assigned to the ABC Holders
that consented to or withheld consent from the proposal, and
the number of abstentions and broker non-votes with respect
to the proposal, is as follows:
<TABLE>
<CAPTION>
Approval of Proposed Sale and Dissolution, Liquidation and
Termination
Consented Withheld Consent Abstained Broker Non-
Votes
<S> <C> <C> <C>
5,284,437 125,675 103,575 0
</TABLE>
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 March 17, 1998, there were 7,467 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 net interest income, as
defined, is distributed 98% to the Investors and 2% to the
General Partner, until the Investors have received for each
year, an annual return of 9.5%. Thereafter, distributable
net interest income will be paid 90% to the Investors and
10% to the General Partner.
Repayments of revenue bond principal 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 or sale of bonds will generally
be distributed, first; 98% to the Investors and 2% to the
General Partner, until the Investors have received in the
aggregate $20.00 per ABC plus distributions sufficient to
provide an average cumulative noncompounded return of 9.5%
per annum; and thereafter, 90% to the Investors and 10% to
the General Partner.
During 1997, the Partnership paid cash distributions
aggregating $21,444,963 with $21,247,200 ($2.85 per ABC)
distributed to the Investors and $197,763 to the General
Partner. $11,553,870 ($1.55 per ABC) of the distribution to
the Investors was from sales proceeds from the Township in
Hampton Woods revenue bond (see Note 4 to the financial
statements in Item 8). During 1996, the Partnership paid
cash distributions aggregating $9,317,637 with $9,131,285
($1.23 per ABC) distributed to the Investors and $186,352 to
the General Partner.
On February 11, 1998, the Partnership paid the fourth
quarter distribution of $2,422,586 to the Investors ($0.325
per ABC) and $49,441 to the General Partner.
On February 26, 1998, the Partnership sold the revenue bonds
and its ownership interests in the properties
collateralizing certain bonds. Pursuant to the Partnership's
Agreement of Limited Partnership, the sale effectuated the
dissolution of the Partnership. See Note 1 to the financial
statements in Item 8.
On February 27, 1998 the Partnership distributed
$111,811,650 ($15.00 per ABC) to the Investors from the
sales proceeds.
ITEM 6. SELECTED FINANCIAL DATA
The following sets forth a summary of selected financial
data for the Partnership:
<TABLE>
<CAPTION>
Years ended December 31, 1997, 1996, 1995, 1994, and 1993
1997 1996 1995 1994
1993
<S> <C> <C> <C> <C> <C>
Total interest
revenues $10,109,725 $ 9,423,166 $
8,850,629 $ 8,489,768 $ 7,566,890
Net income (loss) $ 9,004,230 $ 8,090,628 $
7,559,369 $ 6,846,233 $(11,269,051)1
Net income (loss)
per ABC $ 1.18 $ 1.06 $
0.99 $ 0.90 $ (1.48)
Cash distributions
paid per ABC2 $ 2.853 $ 1.23 $
0.96 $ 0.85 $ .925
Total assets at
December 31 $133,272,601 $118,278,385
$116,437,154 $114,045,499 $109,894,827
___________________
</TABLE>
1.Includes a $17.3 million loss on impairment recorded
for the Park at Landmark and Burlington Arboretum
Apartments revenue bonds properties.
2.Distributions paid to the Investors include a return of
capital per ABC of $1.67, $.16, $.55, $.85, and $.925 for
the years ended December 31, 1997, 1996, 1995, 1994 and
1993, respectively, calculated as the excess of cash
distributed per ABC over accumulated earnings per ABC not
previously distributed.
3.Includes proceeds from the sale of the Township in
Hampton Woods revenue bond of $1.55 per ABC.
The above financial data should be read in conjunction with
the financial statements and Notes in Item 8.
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 terminated in 1987. The Registrants
have no plans to raise additional capital.
The Partnership 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.
One of the revenue bonds was sold in October 1997. On
February 26, 1998, the Partnership sold the remaining
revenue bonds and its ownership interests in the properties
collateralizing certain bonds. Pursuant to the
Partnership's Agreement of Limited Partnership, the sale
effectuated the dissolution of the Partnership, and
accordingly, after the final distribution of remaining net
cash proceeds from the sale and any other remaining cash
from operations or reserves, the Partnership will terminate.
See Note 1 to the financial statements in Item 8.
Cash flow generated by the Properties was 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.
Nationally, apartment vacancies were trending downward in
1997. Demand for apartments grew as a result of new
household formation, an increasing immigrant population and
a growing number of affluent families and individuals that
prefer apartment living over home ownership. Apartment
construction remained modest, except in certain areas of the
South and Southwest where the high level of ongoing and
planned construction has negatively affected apartment
fundamentals. Investors, including institutional, foreign
and REIT investors, have purchased apartment properties and
loans on apartment properties in many markets.
The revenue bonds and the related mortgage loans and
properties are described in Note 4 to the financial
statements in Item 8. The payment status of each revenue
bond at December 31, 1997 was as follows:
Cash flow from the Burlington Arboretum Apartments,
Wildcreek Apartments, Pine Club Apartments, Township in
Hampton Woods and High Ridge Apartments properties enabled
their owners to pay debt service in 1997 at effective
interest rates of 8.63%, 8.51%, 7.52%, 17.49% and 7.85%,
respectively, compared to effective rates in 1996 of 7.84%,
8.20%, 8.02%, 9.82% and 8.28%. These payment rates exceeded
the minimum interest rates required on the respective loans,
and the excess payments were applied to base interest due
under the respective loans.
During 1997 and 1996, the Fountain Head property, owned 50%
each by the Partnership and Fountain Head Partners, an
unaffiliated party, operated at approximately breakeven on a
cash flow basis. As of December 31, 1997, Fountain Head
Partners had a remaining commitment to fund property
operating deficits of approximately $26,500 secured by a
letter of credit in favor of the Partnership.
All of the cash flow generated by the SunBrook property
(which is partly owned by the Partnership) was paid to the
Partnership. In 1997, the owner was able to pay its minimum
debt service plus approximately $251,000 of interest in
excess of minimum debt service. In 1996, the property
operated at a modest cash flow surplus.
All of the cash flow generated by the Park at Landmark
property (which is partly owned by the Partnership) was paid
to the Partnership. During 1997, the Partnership received
$1,521,538 from the property; this amount was less than
required minimum debt service by $1,077,212. The
Partnership believes that cash flow from the property will
not be sufficient to fully pay minimum debt service for the
next several years.
On February 11, 1998, the Partnership paid the fourth
quarter cash distribution of $2,422,586 to the Investors
($0.325 per ABC) and $49,441 to the General Partner.
On February 27, 1998 the Partnership distributed
$111,811,650 ($15.00 per ABC) to the Investors from the
sales proceeds.
Operations
Fluctuations in the Partnership's operating results for the
years ended December 31, 1997 compared to 1996 and 1996
compared to 1995 are primarily attributable to the
following:
Interest income from revenue bonds increased in 1997
compared to 1996 by $639,727, primarily because the Township
in Hampton Woods property and the Burlington Arboretum
property paid additional interest of approximately $477,000
and $232,000, respectively. No other individual revenue
bond accounted for a significant portion of the difference.
No individual revenue bond accounted for a significant
portion of the increase in interest income in 1996 compared
to 1995.
Equity in losses of property-owning investees in 1997
compared to 1996 decreased by $370,778, primarily because
Park at Landmark paid approximately $240,000 less interest
in 1997 than in 1996, and because rental income at Park at
Landmark increased by approximately $165,000. The increase
in equity in losses of property-owning investees from 1995
to 1996 was not significant.
Changes in interest income from short-term investments in
1997 compared to 1996 and 1996 compared to 1995 were not
significant.
The increase in general and administrative expense in 1997
compared to 1996 was primarily attributable to legal fees.
The decrease in 1996 compared to 1995 was not significant.
Subsequent to December 31, 1997, the Partnership sold
substantially all of its non-cash assets. Accordingly,
information regarding the markets in which the properties
are located is not presented. Occupancy rates at the
properties are in Item 2.
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/COLDWELL BANKER TAX EXEMPT MORTGAGE FUND, L.P.
INDEX
Page
(a) Financial Statements
Independent Auditors' Report 12
Balance Sheets at December 31, 1997 and 1996 13
Statements of Operations for the years ended
December 31, 1997, 1996 and 1995 14
Statements of Partners' Capital for the years ended
December 31, 1997, 1996 and 1995 15
Statements of Cash Flows for the years ended
December 31, 1997, 1996 and 1995 16
Notes to Financial Statements 17-28
TEMPO-LP, INC.
Independent Auditors' Report 29
Balance Sheets at December 31, 1997 and 1996 30
Note to Balance Sheets 31
All schedules have been omitted because either the required
information is not applicable or the information is shown in
the financial statements or notes thereto.
Independent Auditors' Report
To The Partners of
Dean Witter/Coldwell Banker Tax Exempt Mortgage Fund, LP
We have audited the accompanying balance sheets of Dean
Witter/Coldwell Banker Tax Exempt Mortgage Fund, LP (the
"Partnership") as of December 31, 1997 and 1996, and the
related statements of income, partners' capital, 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 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, 1997 and 1996, and the results of its
operations and its cash flows for each of the three years in
the period ended December 31, 1997 in conformity with
generally accepted accounting principles.
/s/Deloitte &
Touche LLP
DELOITTE & TOUCHE
LLP
New York, New York
March 24, 1998
<TABLE>
DEAN WITTER/COLDWELL BANKER TAX EXEMPT MORTGAGE FUND, L.P.
BALANCE SHEETS
December 31, 1997 and 1996
(Note 1)
<CAPTION>
1997 1996
<S> <C> <C>
ASSETS
Cash and cash equivalents $ 4,231,538 $
4,743,191
Investments in revenue bonds 120,317,750
110,696,721
Deferred bond selection fees, net 835,058
1,048,032
Escrowed funds 747,222
774,756
Purchaser's deposit 6,371,135 -
Accrued interest receivable and prepaid expenses 769,898
1,015,685
$133,272,601
$118,278,385
LIABILITIES AND PARTNERS' CAPITAL
Excess of equity in losses of property-owning
investees over investments therein $ 6,579,631 $
6,098,642
Accounts payable and other liabilities 1,070,312
908,516
Purchaser's deposit 6,371,135 -
14,021,078
7,007,158
Partners' capital:
Net unrealized gain on revenue bonds available
for sale 23,195,661
2,774,632
General Partner (664,908)
(647,230)
Limited Partner Assigned Benefit Certificates
(7,454,110 ABCs outstanding) 96,720,770
109,143,825
Total Partners' capital 119,251,523
111,271,227
$133,272,601
$118,278,385
See accompanying notes to financial statements.
</TABLE>
<TABLE>
DEAN WITTER/COLDWELL BANKER TAX EXEMPT MORTGAGE FUND, L.P.
INCOME STATEMENTS
Years ended December 31, 1997, 1996 and 1995
<CAPTION>
1997 1996
1995
<S> <C> <C> <C>
Interest income:
Revenue bonds $ 9,905,342
$9,265,615 $8,683,309
Short-term investments 204,383
157,551 167,320
10,109,725
9,423,166 8,850,629
Equity in losses of property-owning investees 607,755
978,533 926,852
Expenses:
General and administrative 497,740
354,005 364,408
Net income $ 9,004,230
$8,090,628 $7,559,369
Net income allocated to:
Limited partner $ 8,824,145
$7,928,815 $7,408,182
General partner 180,085
161,813 151,187
$ 9,004,230
$8,090,628 $7,559,369
Net income per Assigned Benefit Certificate $ 1.18 $
1.06 $ .99
See accompanying notes to financial statements.
</TABLE>
<TABLE>
DEAN WITTER/COLDWELL BANKER TAX EXEMPT MORTGAGE FUND, L.P.
STATEMENTS OF PARTNERS' CAPITAL
Years ended December 31, 1997, 1996 and 1995
<CAPTION>
Net
Unrealized
Gain (loss)
Limited General on Revenue
Partner Partner Bonds Total
<S> <C> <C> <C> <C>
Partner's capital (deficit)
at December 31, 1994 $110,112,694 $(627,459) $
(547,972) $108,937,263
Net income 7,408,182 151,187
7,559,369
Cash distributions (7,174,581) (146,419)
(7,321,000)
Net change in fair value of
revenue bonds available
for sale 1,261,109
1,261,109
Partners' capital (deficit)
at December 31, 1995 110,346,295 (622,691)
713,137 110,436,741
Net income 7,928,815 161,813
8,090,628
Cash distributions (9,131,285) (186,352)
(9,317,637)
Net change in fair value of
revenue bonds available
for sale 2,061,495
2,061,495
Partners' capital (deficit)
at December 31, 1996 109,143,825 (647,230)
2,774,632 111,271,227
Net income 8,824,145 180,085
9,004,230
Cash distributions (21,247,200) (197,763)
(21,444,963)
Net change in fair value of
revenue bonds available
for sale 20,421,029
20,421,029
Partners' capital (deficit)
at December 31, 1997 $ 96,720,770 $(664,908)
$23,195,661 $119,251,523
See accompanying notes to financial statements.
</TABLE>
<TABLE>
DEAN WITTER/COLDWELL BANKER TAX EXEMPT MORTGAGE FUND, L.P.
STATEMENTS OF CASH FLOWS
Years ended December 31, 1997, 1996 and 1995
<CAPTION>
1997 1996
1995
<S> <C> <C> <C>
Cash flows from operating activities:
Net income $ 9,004,230 $
8,090,628 $ 7,559,369
Adjustments to reconcile net income to net
cash provided by operating activities:
Equity in losses of property-owning investees
607,755 978,533
926,852
Amortization of deferred bond selection fee
212,974 212,974
212,974
(Increase) decrease in accrued interest
receivable and prepaid expenses 245,787
(471,962) 189,289
Decrease (increase) in escrowed funds 27,534
(33,143) (13,969)
Increase (decrease) in accounts payable
and other liabilities 161,796
43,212 (92,234)
Net cash provided by operating activities
10,260,076 8,820,242
8,782,281
Cash flows (used in) provided by investing activities:
Investment in property-owning investees (126,766)
(15,000) 57,559
Cash flows from financing activities:
Cash distributions (21,444,963)
(9,317,637) (7,321,000)
Cash received on sale of mortgage revenue bond
10,800,000 - -
Net cash used in financing activities (10,644,963)
(9,317,637) (7,321,000)
Increase (decrease) in cash and cash equivalents
(511,653) (512,395)
1,518,840
Cash and cash equivalents at beginning of year
4,743,191 5,255,586
3,736,746
Cash and cash equivalents of end of year $ 4,231,538 $
4,743,191 $ 5,255,586
See accompanying notes to financial statements.
</TABLE>
DEAN WITTER/COLDWELL BANKER TAX EXEMPT MORTGAGE FUND, L.P.
NOTES TO FINANCIAL STATEMENTS
December 31, 1997, 1996 and 1995
1. The Partnership and Basis of Presentation
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 in 1986. The Partnership
is managed by TEMPO-GP Inc. (the "General Partner"), a
subsidiary of Morgan Stanley Dean Witter & Co. ("MWD").
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"). The Limited Partner is a wholly-owned subsidiary
of MWD 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.
Pursuant to a Bond Purchase Agreement and an Equity Interest
Purchase Agreement, each dated as of November 21, 1997, in
1998 (a) the Partnership sold its revenue bonds to Merrill
Lynch Portfolio Management, Inc., an unaffiliated party, for
$120,317,750; (b) Dean Witter Realty, Inc., an affiliate of
the Partnership ("Realty"), assigned its rights under
various servicing agreements and related loan documents to
service the mortgage loans underlying the revenue bonds to
CAPREIT Residential Corporation, an unaffiliated party, for
$1,832,250; (c) the Partnership sold its equity interest in
Landmark Acquisition Corp., the owner of the Park at
Landmark property to CAPREIT Landmark Limited Partnership,
an unaffiliated party; (d) DW/CB/TEMP, Inc., a wholly-owned
subsidiary of the Partnership, assigned its partnership
interest in DWR SB Partnership, the owner of the Sunbrook
property, to CAPREIT Sunbrook Limited Partnership, an
unaffiliated party; (e) the Partnership and the General
Partner assigned their special limited partnership interest
in Pine Club Phase II, Ltd., the owner of the Pine Club
Phase II property, to CAPREIT Operating Limited Partnership,
an unaffiliated party, subject to the approval of the
partners of Pine Club Phase II, Ltd.; (f) Realty sold its
equity interest in Landmark Acquisition Corp. to CAPREIT
Landmark Limited Partnership, an unaffiliated party; (g)
SBA/DWR, Inc., a wholly-owned subsidiary of Realty, assigned
its partnership interest in DWR SB Partnership to CAPREIT
Sunbrook Limited Partnership; and (h) Realty assigned to the
Partnership its rights to the proceeds of the assignment of
its servicing rights, sale of its equity interest in
Landmark Acquisition Corp. and assignment of SBA/DWR, Inc.'s
partnership interest in DWR SB Partnership. The aggregate
consideration for the sale of the equity interests and
assignment of the foregoing partnership interests received
by the Partnership was $4,100,000, which is net of a
$750,000 charge to the escrow as described below.
The aggregate consideration of $127,000,000 (the "Purchase
Price") received by the Partnership upon closing of the Bond
Purchase Agreement and Equity Purchase Agreement was
determined by competitive auction.
The Purchaser deposited $6,350,000 with Seller, pursuant to
the sales agreements, which was held in an interest bearing
account.
The Partnership is required under the agreements to deposit
into escrow $8,890,000, for a period of nine months, for the
purpose of satisfying any and all claims for indemnification
against the Partnership. The escrow shall be released to
the Partnership immediately upon the expiration of the
period ending nine months after the closing date, except for
amounts subject to claims made prior to expiration of such
period. Amounts subject to claims shall be disbursed from
such escrow account pursuant to the resolution of such
claims by a court of competent jurisdiction or by agreement
of the parties.
The closing of the sale took place on February 26, 1998.
The Partnership received approximately $111 million, in cash
at closing, representing the sales price net of the
Purchaser's security deposit, closing costs, and the escrow
fund described in the preceding paragraph.
At closing, pursuant to the agreements, $750,000 was charged
to the escrow to settle a claim for indemnification by
CAPREIT. Accordingly, the amount remaining in such escrow
fund is $8,140,000.
On February 27, 1998 the Partnership distributed
$111,811,650 ($15.00 per ABC) to the Investors from the
sales proceeds.
Pursuant to the Partnership's Agreement of Limited
Partnership, the sale effectuated the dissolution of the
Partnership and, accordingly, after the final distribution
of remaining net cash proceeds from the sale and any other
remaining cash from operations or reserves, the Partnership
will be terminated.
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 Partnership accounts for its investments in revenue
bonds as investments in debt securities available for sale.
Therefore, they are carried at estimated fair value, with
unrealized gains and losses reported in a separate component
of partners' capital. These unrealized gains and losses do
not affect the cash flow generated from property operations,
distributions to Investors, the characterization of the tax-
exempt income stream or the financial obligations under the
revenue bonds.
The carrying value of the revenue bonds at December 31, 1997
has been adjusted to their sales prices.
The Partnership acquired ownership interests in certain
properties collateralizing the bonds because the owners of
such properties defaulted on the bonds. These interests are
accounted for on the equity method. At the date of
acquisition of these ownership interests, the Partnership
adjusted the carrying value of the related revenue bonds to
the estimated fair value of the property if such amount was
lower than the book value of the bonds. See Note 5.
Cash and cash equivalents are carried at cost which
approximates market and consist of cash and highly liquid
investments with maturities, when purchased, of three months
or less.
Bond selection fees paid to the General Partner were
deferred and allocated to individual investments purchased
based on the relative initial cost of the investments. The
fees are amortized over the expected life of the related
investments, and amortization expense is netted against
interest income from the investments.
Escrowed funds represent escrow payments by borrowers
primarily for real estate taxes, insurance and replacement
reserves for five of the Properties.
Net income per ABC is 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, (b) its unrealized gains and losses to adjust
revenue bonds to fair value, losses on other-than-temporary
impairment and provisions for uncollectible interest will
not be recognized until realized and (c) the equity method
is not used to account for the Partnership's investments in
property-owning entities. The tax basis of the
Partnership's assets and liabilities is approximately $24.8
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 net income per unit of limited
partnership interest, or its disclosures of capital
structure, 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, for any given year,
distributable net interest income, as defined, is paid 98%
to the Investors and 2% to the General Partner, until the
Investors have received an annual return of 9.5% for that
year. Thereafter, distributable net interest income will be
paid 90% to the Investors and 10% to the General Partner.
Repayments of revenue bond principal will generally be
distributed 100% to the Investors. Payments of base and
contingent interest (see Note 4) on maturity or sale of the
bond will generally be distributed, first; 98% to the
Investors and 2% to the General Partner, until the Investors
have received, in the aggregate, $20.00 per ABC plus
distributions sufficient to provide an average cumulative
noncompounded return of 9.5% per annum; and thereafter, 90%
to the Investors and 10% to the General Partner.
Distributions paid to the Investors include returns of
capital per ABC of $1.67, $.16 and $.55 for the years ended
December 31, 1997, 1996 and 1995, calculated as the excess
of cash distributed per ABC over accumulated earnings per
ABC not previously distributed.
4. Investment in Revenue Bonds
At December 31, 1997, the investment in revenue bonds
consisted of the following:
<TABLE>
<CAPTION>
Par Carrying Minimum Base
Location Value Value Interest Interest
Revenue Bond of Property Maturity ($000) ($000) Rate
Rate
<S> <C> <C> <C> <C> <C> <C>
Burlington Arboretum Burlington, MA 9/22/11 $
29,326 $ 29,732 5.35% 9.00%
Park at Landmark Alexandria, VA 6/1/08
34,650 25,597 7.50 9.50
Pine Club Apartments Orlando, FL 9/1/12 13,600 16,848 7.50 9.50
SunBrook Apartments St. Charles
County, MO 12/1/11 16,325 16,179 7.25 9.25
Wildcreek Apartments Clarkston, GA 7/1/11 11,000 13,627 7.50 9.50
High Ridge Apartments Albuquerque, MA 12/1/11
9,900 12,265 7.25 9.25
Fountain Head
Apartments Kansas City, MO 12/1/08 4,900 6,070 7.25 9.25
$119,701 $120,318
</TABLE>
The amortized cost basis of the revenue bonds was
$97,122,089 and $107,922,089 at December 31, 1997 and 1996,
respectively. Net unrealized gain on revenue bonds
consisted of gross unrealized gains of $23,195,661 at
December 31, 1997 and gross unrealized gains and losses of
$7,498,238 and $4,723,606 respectively, at December 31,
1996.
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.
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 generated
cash flow from operations after payment of interest at the
minimum rate, interest was 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.
Interest income above the minimum rate has been recorded
only when the Partnership was paid such interest in cash.
The principal of each revenue bond is payable in a lump sum
at maturity.
Park at Landmark
The Partnership recorded provisions for uncollectible
interest of $1,077,212, $836,826 and $773,447 in 1997, 1996
and 1995, 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.
Summarized financial information for Landmark Acquisition
Corp. is as follows (in thousands):
<TABLE>
<CAPTION>
December 31,
1997 1996
<S> <C> <C>
Land, building and improvements, net $ 16,025 $ 16,212
Other assets 220 678
Total assets $ 16,245 $ 16,890
Long-term debt and accrued interest $ 45,012 $ 44,349
Other liabilities 41 63
Total liabilities 45,053 44,412
Capital deficiency (28,808) (27,522)
Total liabilities and capital deficiency $ 16,245
$ 16,890
Years ended December
31,
1997 1996 1995
Revenues: $ 3,562 $ 3,397 $ 3,488
Operating expenses 1,514 1,529 1,464
Interest expense 2,830 2,830 2,828
Depreciation 504 499 497
4,848 4,858 4,789
Net loss $(1,286) $(1,461) $(1,301)
</TABLE>
In 1990, the Partnership acquired an interest in Landmark
Acquisition Corp. See Note 5.
SunBrook Apartments
In 1997 and 1996, the Partnership received approximately
$251,000 and $4,000 more than required minimum debt service,
respectively. In 1995, the Partnership recorded a provision
for uncollectible interest of $40,214.
Summarized financial information for DWR SB Partnership
("DWR SB"), the entity which owns the Sunbrook property, is
as follows (in thousands):
<TABLE>
<CAPTION>
December 31,
1997 1996
<S> <C> <C>
Land, building and improvements, net $ 11,564 $ 11,845
Other assets 273 312
Total assets $ 11,837 $ 12,157
Long-term debt and accrued interest $ 17,023 $ 17,273
Other liabilities 73 96
Total liabilities 17,096 17,369
Capital deficiency (5,259) (5,212)
Total liabilities and capital deficiency $ 11,837
$ 12,157
Years ended December
31,
1997 1996 1995
Revenues $ 2,320 $ 2,139 $ 2,040
Other income 504 407 335
2,824 2,546 2,375
Operating expenses 1,170 1,122 1,015
Interest expense 1,184 1,184 1,184
Depreciation 517 481 427
2,871 2,787 2,626
Net loss $ (47) $ (241) $ (251)
</TABLE>
In 1992, the Partnership acquired an interest in DWR SB.
See Note 5.
Burlington Arboretum Apartments
Burlington Arboretum Apartments, consisting of land and 312
apartments in 16 buildings, is owned by Burlington Arboretum
Limited Partnership. In 1997, 1996 and 1995, respectively,
the Partnership received approximately $962,000, $730,000
and $349,000 more than required minimum debt service.
Summarized financial information for the Burlington
Arboretum Limited Partnership is as follows (in thousands):
<TABLE>
<CAPTION>
December 31,
1997 1996
<S> <C> <C>
Land, building and improvements, net $24,565 $25,238
Other assets 1,502 1,511
Total assets $26,067 $26,749
Long-term debt and accrued interest $32,240 $32,191
Other liabilities 319 429
Total liabilities 32,559 32,620
Capital deficiency (6,492) (5,871)
Total liabilities and capital deficiency $26,067
$26,749
Years ended December
31,
1997 1996 1995
Revenues $4,403 $4,030 $3,655
Other income 120 57 46
4,523 4,087 3,701
Operating expenses 1,636 1,595 1,492
Interest expense 2,624 2,519 1,981
Depreciation and amortization 884 873 884
5,144 4,987 4,357
Net loss $ (621) $ (900) $ (656)
</TABLE>
Wildcreek Apartments
In 1997 and 1996, Wildcreek paid the required minimum debt
service and reserve payments in full and paid a portion of
base interest. At December 31, 1995, the Partnership held
approximately $265,000 as security for the bond. In 1996,
the property met the requirements for release of the
security.
Pine Club Apartments
In 1997, 1996 and 1995, Pine Club Apartments paid minimum
debt service, and in 1996 paid a portion of base interest as
well. The borrower provided a $500,000 letter of credit and
a $250,000 guaranty by the owner/borrowers' partners as
additional security for the bond. 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. During
1996, the property satisfied the conditions necessary for
release of the letter of credit.
Township in Hampton Woods
On October 24, 1997, Mid-America Apartment Communities, Inc.
purchased the Township in Hampton Woods revenue bond from
the Partnership for the outstanding principal balance due of
$10,800,000 and deferred interest due of approximately
$762,000. On November 14, 1997 the Partnership distributed
$11,553,870 of the sale proceeds to the Investors.
5. Investments in Property-Owning Investees
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 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. The
Partnership received all of the cash flow from the property,
which consists of land and 396 apartments in two high-rise
buildings.
The Partnership included in its equity in losses of property-
owning investees 100% of Landmark Acquisition Corp.'s
operating results because substantially all of the cash flow
and other economic benefits (if any) from this entity were
expected to accrue to the Partnership.
SunBrook Apartments
SunBrook Apartments was acquired by DWR SB, a partnership
owned 50% by the Partnership and 50% by an affiliate of the
General Partner, as part of a bankruptcy settlement in May
1992. The Partnership received all of the cash flow from
the property, which consists of land and 476 apartments in
30 buildings.
The Partnership included in its equity in losses of property-
owning investees 100% of DWR SB's operating results because
substantially all of the cash flow and other economic
benefits (if any) from this entity were expected to accrue
to the Partnership.
Fountain Head Apartments
Fountain Head Apartments, consisting of land and 112
apartments in eight buildings, are owned by Fountain Head
Acquisition Corp., which is owned 50% each by the
Partnership and Fountain Head Partners, an unaffiliated
party. The Partnership accounts for its investment on the
equity method.
Pursuant to an agreement among the owners, through December
31, 1997, the Partnership had advanced $90,000 and Fountain
Head Partners had advanced $65,000 to Fountain Head
Acquisition Corp. to fund cash flow deficits. As of December
31, 1997, Fountain Head Partners was obligated to fund an
additional $26,500 of deficiencies, if necessary.
Fountain Head Partners did not pay its share of certain
necessary building improvement costs totalling $271,000 in
1994; the Partnership paid these costs. The Partnership and
Fountain Head Partners had an arbitration hearing in which
the Partnership sought 50% reimbursement from Fountain Head
Partners; the arbitrators denied the Partnership's request
for immediate reimbursement, but permitted the Partnership
to recover approximately $85,000 of the total cost of the
improvements from the property's replacement reserve, and
the remainder from the cash flow from the property before
any distributions are paid to the owners.
6. Related Party Transactions
An affiliate of the General Partner performed bond servicing
and administrative functions, processed investor
transactions and prepared tax information for the
Partnership. The Partnership incurred approximately
$507,000 in 1997 and $516,000 in each of 1996 and 1995 for
these services. As of December 31, 1997, the affiliate was
owed approximately $14,000 for these services.
Another affiliate of the General Partner earned fees of
$106,792, $101,844 and $104,635 for the management of the
Park at Landmark property during 1997, 1996 and 1995,
respectively. As of December 31, 1997, the affiliate was
owed approximately $8,700.
7. Litigation
Various public partnerships sponsored by Dean Witter Realty
Inc. (including the Partnership and its Managing General
Partner) are defendants in purported 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 an
accounting of profits, 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.
On or about August 27, 1996, an Investor in the Partnership
filed a petition against the Partnership and the General
Partner. The action seeks access to the list of Investors
and Limited Partners in the Partnership and unspecified
damages for alleged breaches of fiduciary duty by the
General Partner in connection with the refusal to provide
such list. By court order the list was provided to the
plaintiff in exchange for an agreement to maintain its
confidentiality. The Partnership and the General Partner
believe that they have good defenses to the remainder of the
action and intend vigorously to defend it.
8. Quarterly Cash Distribution after Year-End
On February 11, 1998, the Partnership paid a quarterly cash
distribution of $2,422,586 to the Investors ($0.325 per ABC)
and $49,441 to the General Partner.
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, 1997 and 1996.
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, 1997 and 1996, in conformity with
generally accepted accounting principles.
/s/Deloitte &
Touche LLP
DELOITTE &
TOUCHE LLP
New York, New York
March 24, 1998
<TABLE>
TEMPO-LP, INC.
BALANCE SHEETS
December 31, 1997 and 1996
<CAPTION>
1997 1996
<S> <C> <C>
ASSETS
Cash $ 900 $
900
Investment in Partnership, at cost 100 100
$1,000 $1,000
STOCKHOLDERS' EQUITY
Common stock, $1 par value, 1,000
shares authorized and outstanding $1,000 $1,000
See accompanying note.
</TABLE>
TEMPO-LP, INC.
NOTE TO BALANCE SHEETS
December 31, 1997 and 1996
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 Morgan Stanley
Dean Witter & Co.
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 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 54, has been 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 a Director and the Secretary of
Dean Witter Realty Inc. He 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 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 $197,763, $186,352 and
$146,419 during the years ended December 31, 1997, 1996 and
1995, 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
6 to the financial statements in Item 8 above.
The directors and 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 17, 1998.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED PARTY
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 Morgan Stanley
Dean Witter & 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
6 to the financial statements in Item 8 above. The
Partnership believes that the payment of fees and the
reimbursement of expenses to the General Partner and its
affiliates are on terms as favorable as would be obtained
from unrelated third parties.
The Park at Landmark property was owned by Landmark
Acquisition Corp. The Partnership owned 50% of the common
stock of the corporation; an affiliate of the General
Partner owned the remaining 50%.
The SunBrook Apartments property is owned by DWR SB
Partnership. The Partnership owned 50% of DWR SB
Partnership; an affiliate of the General Partner owned the
remaining 50%.
As described in Note 1 to the financial statements in Item
8, Realty and its affiliates assigned certain rights and
sold certain assets as part of the sale of the Partnership's
bonds and equity interests.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND
REPORTS ON
FORM 8-K
(a) Documents filed as 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
(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 Certificate
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.
(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 Highridge 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.
(10)(i) Amended mortgage bonds, dated July 29,
1994, with respect to Burlington Arboretum
Apartments. Incorporated by reference to
Exhibit 10(i) in Registrant's Report on
Form 10-K for fiscal year ended
December 31, 1995.
(21) Subsidiaries:
Landmark Acquisition Corp., a Virginia
Corporation
SBA/DW/CBTemp. Inc., a Missouri
Corporation
(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. To be filed by 10K/A when
received from Burlington Arboretum
Limited Partnership.
(22) (a) Information
Statement furnished in connection with
the solicitation of consents, dated
December 29, 1997. Incorporated by
reference.
(27) Financial Data Schedule
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 27, 1998
E. Davisson Hardman, Jr.
President
By: /s/Lawrence Volpe Date: March 27, 1998
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 27, 1998
William B. Smith
Chairman of the Board of Directors
/s/E. Davisson Hardman, Jr. Date: March 27, 1998
E. Davisson Hardman, Jr.
Director
/s/Lawrence Volpe Date: March 27, 1998
Lawrence Volpe
Director
/s/Ronald T. Carman Date: March 27, 1998
Ronald T. Carman
Director
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 27, 1998
E. Davisson Hardman, Jr.
President
By: /s/Lawrence Volpe Date: March 27, 1998
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 27, 1998
William B. Smith
Chairman of the Board of Directors
/s/E. Davisson Hardman, Jr. Date: March 27, 1998
E. Davisson Hardman, Jr.
Director
/s/Lawrence Volpe Date: March 27, 1998
Lawrence Volpe
Director
/s/Ronald T. Carman Date: March 27, 1998
Ronald T. Carman
Director
Exhibit Index for Dean Witter/Coldwell Banker Realty
Tax Exempt Mortgage Fund, L.P.
Exhibit No. Description
(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 Certificate 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)* By laws of TEMPO-LP, Inc. Incorporated by
reference to Exhibit 3(b) of Registrants' 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.
(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 Highridge 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.
(10)(i)* Amended mortgage bonds, dated July 29, 1994,
with respect to Burlington Arboretum Apartments.
Incorporated by reference to Exhibit (10)(i) in
Registrant's Report on Form 10-K for the year ended
December 31, 1995.
(22) (a) * Information Statement furnished in
connection with the solicitation of consents,
dated December 29, 1997. Incorporated by
reference.
(27) Financial Data Schedule.
* Incorporated by reference.
[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.
<TABLE>
<S> <C>
[PERIOD-TYPE] 12-MOS
[FISCAL-YEAR-END] DEC-31-1997
[PERIOD-END] DEC-31-1997
[CASH] 4,231,538
[SECURITIES] 0
[RECEIVABLES] 381,856
[ALLOWANCES] 0
[INVENTORY] 0
[CURRENT-ASSETS] 0
[PP&E] 0
[DEPRECIATION] 0
[TOTAL-ASSETS] 133,272,601<F1>
[CURRENT-LIABILITIES] 0
[BONDS] 0
[PREFERRED-MANDATORY] 0
[PREFERRED] 0
[COMMON] 0
[OTHER-SE] 119,251,523<F2>
[TOTAL-LIABILITY-AND-EQUITY] 133,272,601<F3>
[SALES] 0
[TOTAL-REVENUES] 10,109,725<F4>
[CGS] 0
[TOTAL-COSTS] 0
[OTHER-EXPENSES] 1,105,495<F5>
[LOSS-PROVISION] 0
[INTEREST-EXPENSE] 0
[INCOME-PRETAX] 9,004,230
[INCOME-TAX] 0
[INCOME-CONTINUING] 9,004,230
[DISCONTINUED] 0
[EXTRAORDINARY] 0
[CHANGES] 0
[NET-INCOME] 9,004,230
[EPS-PRIMARY] 1.18<F6>
[EPS-DILUTED] 0
<FN>
<F1>In addition to cash and receivables, total assets include investment in
revenue bonds of $120,317,750, net deferred expenses of $835,058, escrowed
funds of $747,222, purchaser's deposit of $6,371,135 and prepaid expenses of
$388,042.
<F2>Represents partners' capital.
<F3>Liabilities include accounts payable and other liabilities of $1,070,312,
excess of equity in losses of property-owning investees over investments
therein of $6,579,631 and purchaser's deposit of $6,371,135.
<F4>Total revenue includes interest income of $10,109,725.
<F5>Other expenses include equity in losses of property-owning investees of
$607,755 and general and administrative expenses of $497,740.
<F6>Represents net income per Assigned Benefit Certificate.
</FN>
</TABLE>
