1
<PAGE>
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, 1999
OR
[ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________.
Commission File Number 0-18149
DEAN WITTER REALTY YIELD PLUS II, L.P.
(Exact name of registrant as specified in governing instrument)
Delaware 13-3469111
(State of organization) (IRS Employer Identification No.)
2 World Trade Center, New York, NY 10048
(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code: (212)
392-1054
Securities registered pursuant to Section 12(b) of the Act:
Title of each className of each exchange on which registered
None None
Securities registered pursuant to Section 12(g) of the Act:
Units of Limited Partnership Interest
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X
No
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K 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
The Registrant, Dean Witter Realty Yield Plus II, L.P. (the
"Partnership"), is a limited partnership formed in February
1988 under the laws of the State of Delaware for the purpose
of investing in income- producing commercial and industrial
properties.
The Managing General Partner of the Partnership is Dean
Witter Realty Yield Plus II Inc. (the "Managing General
Partner"), a Delaware corporation which is wholly-owned by
Dean Witter Realty Inc. ("Realty"). The Associate General
Partner is Dean Witter Realty Yield Plus Associates II, L.P.
(the "Associate General Partner"), a Delaware limited
partnership, the general partner of which is the Managing
General Partner. The Managing General Partner manages and
controls all aspects of the business of the Partnership.
The terms of transactions between the Partnership and its
affiliates are set forth below in the financial statements
in Item 8 and in Item 13.
The Partnership issued 173,164 units of limited partnership
interest (the "Units") for $86,582,000. The offering has
been terminated and no additional Units will be sold.
The proceeds from the offering were used to make investments
in three participating mortgage loans and land leases
secured by interests in real property. The Partnership
subsequently acquired equity interests in the real estate
securing all of the loans through foreclosure or transfers
of ownership in lieu of foreclosure. All properties but the
One Congress Street property were sold in 1998. The One
Congress Street property is described in Item 2 below.
The One Congress Street property is currently being marketed
for sale, with the objective of completing such sale in
2000. There can be no assurance that this property will
sold.
The Partnership considers its business to include one
industry segment, investment in real property. Financial
information regarding the Partnership is in the
Partnership's financial statements in Item 8 below.
The One Congress Street property is subject to competition
from similar properties in the vicinity in which it is
located. Further information regarding competition and
market conditions is set forth in Item 7 below.
<PAGE>
The Partnership has no employees.
All of the Partnership's business is conducted in the United
States.
ITEM 2. PROPERTIES
The Partnership's principal offices are located at Two World
Trade Center, New York, New York 10048. The Partnership has
no other offices.
As of December 31, 1999, the Partnership owned a 42%
interest in the corporate joint venture which owns the
general partnership interest in GCGA Limited Partnership
("GCGA"), the owner of the One Congress Street office
building. Dean Witter Realty Yield Plus, L.P. ("Yield
Plus"), an affiliate of the Partnership, owns the remaining
58% joint venture interest. Yield Plus and the Partnership
jointly made a $59.2 million participating second mortgage
loan to GCGA in 1990; the Partnership's share of this
mortgage loan was approximately $24.9 million. In 1996,
GCGA filed for bankruptcy protection, and in 1997, GCGA
entered into a settlement agreement in which the joint
venture acquired the general partnership interest in GCGA.
Yield Plus and the Partnership recorded their shares of the
equity interests in the property at $19.5 million and $13.9
million, respectively, the net carrying value of their loans
at the acquisition date (which, in aggregate was lower than
the estimated fair value of the property). The property,
which includes an income-producing parking garage, is
located in Boston, MA. Construction of the building was
completed in 1991. The building has a net rentable area of
283,000 square feet, including 37,000 square feet of retail
space. The property is subject to a first mortgage loan.
The largest office tenant at the One Congress Street
building is the Government Service Administration ("GSA").
GSA occupied 82% of the building's office space during 1999,
and at December 31, 1999. GSA's lease expires on July 31,
2006; however, after July 31, 2003, GSA has a one-time
option to terminate its lease on all or a portion of its
space. The lease does not include any renewal options.
GSA's 1999 rent per annum was approximately $35.16 per
square foot, and will increase periodically to a maximum of
$47.09 per square foot, beginning in August 2005.
The lease of the Commonwealth of Massachusetts, which
occupies the remaining office space at the One Congress
Street building, expires in January 2004. The 1999 rent per
annum from this lease is approximately $38.22 per square
foot, and will increase annually to a maximum of $40.22 per
square foot in 2003.
<PAGE>
All of the parking space is leased to Kinney Systems, Inc.
through December 31, 2003, subject to two successive five
year renewal options at market rental rates (but in no event
less than 105% of the rent payable in 2003). The 1999 rent
per annum on this lease was approximately $4,238,000 and
rents will increase annually to a maximum rent per annum of
$4,498,00 in 2003.
In 1999, GSA also leased approximately 19% of the retail
space at the property; however, the retail space, which is
not a significant portion of the overall space, remained
substantially vacant during 1999 and at December 31, 1999.
The One Congress Street property is managed by an affiliate
of the original general partner of GCGA.
Generally, the leases pertaining to the property provide for
pass-throughs to the tenants of their pro-rata share of
certain operating expenses. In the opinion of the Managing
General Partner, the property is adequately covered by
insurance.
The property owner's Federal tax basis of the One Congress
Street property is approximately $45.0 million. The
building is depreciated using an accelerated method over a
period of 15 years. The property owner's real estate taxes
in 1999 totaled approximately $4.5 million and were assessed
at a rate of $4.08 per $100 of assessed valuation.
Further information relating to the Partnership's properties
is included in Item 7 and Note 4 to the financial
statements in Item 8 below.
ITEM 3. LEGAL PROCEEDINGS
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted during the fourth quarter of the
fiscal year to a vote of Unit holders.
<PAGE>
PART II.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
An established public trading market for the Units 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 a Unit at any given date is not available.
However, the Partnership does allow limited partners (the
"Limited Partners") to transfer their Units if a suitable
buyer can be located.
As of March 10, 2000, there were 7,368 holders of limited
partnership interests.
The Partnership is a limited partnership and, accordingly,
does not pay dividends. It does, however, make
distributions of cash to its partners. Pursuant to the
Partnership Agreement, distributable cash, as defined, is
paid 90% to the Limited Partners and 10% to the general
partners (the "General Partners").
The Managing General Partner was obligated to (a) defer
receipt of its share of distributable net cash flow, and (b)
contribute additional capital to the Partnership, sufficient
to fund any shortfalls between cash flow and a 7.5% annual
distribution rate to Limited Partners during the offering
period (which ended March 1990) and the twelve quarters
thereafter. During the offering period, the Managing
General Partner deferred receipt of distributions totalling
$3,713,000, but was not required to make any additional
capital contributions. Thereafter, the Managing General
Partner contributed a total of $4,807,069 with respect to
the twelve quarters ended March 31, 1993.
The Partnership paid cash distributions during the year
ended December 31, 1999 aggregating $10.44 per Unit. Total
distributions amounted to $2,008,702 with $1,807,832
distributed to the Limited Partners and $200,870 to the
General Partners.
The Partnership paid cash distributions during the year
ended December 31, 1998 aggregating $246.53 per Unit
(including $233.84 per Unit from proceeds from the sales of
Century Alameda and Michelson property interests, which were
paid 100% to the Limited Partners). Total distributions
amounted to $42,934,281 with $42,690,119 distributed to the
Limited Partners and $244,162 to the General Partners.
<PAGE>
<TABLE>
The Partnership does not anticipate making regular
distributions to its partners in the future. Generally,
future cash distributions will be paid from proceeds
received from the sale of the One Congress Street property
and cash reserves.
Sale or financing proceeds will be distributed, to the
extent available: first, 97% to the Limited Partners and 3%
to the General Partners until each Limited Partner has
received a return of their invested capital plus an amount
sufficient to provide a 10% cumulative annual return
thereon; second, 100% to the General Partners until they
have received an amount equal to (i) any portion of their
share of net cash flow previously deferred and not
distributed, and (ii) any additional capital contributions
made by the Managing General Partner to fund distributions
to the Limited Partners in respect of the 7.5% minimum
annual return described above; and third, 85% to the Limited
Partners and 15% to the General Partners.
Taxable income (subject to certain adjustments) will
generally be allocated to the partners in proportion to the
distribution of distributable cash or sale or financing
proceeds, as the case may be (or 90% to the Limited Partners
and 10% to the General Partners if there is no distributable
cash or sale or financing proceeds). At a minimum, the
General Partners must be allocated 1% of the taxable income
from a sale or financing. Tax losses, if any will be
allocated 90% to the Limited Partners and 10% to the General
Partners.
ITEM 6. SELECTED FINANCIAL DATA
The following sets forth a summary of selected financial
data for the Partnership:
<CAPTION>
Years ended December 31, 1999, 1998, 1997, 1996 and 1995
1999 19981 19972
19963 1995
<S> <C> <C> <C> <C>
<C>
Total revenues $ 1,873,153 $17,623,800 $
3,359,076 $ 4,073,429 $ 4,790,945
Net income $ 1,735,154 $16,812,595 $
1,741,253 $ 1,013,115 $ 3,445,931
Net income per
Unit of limited
partnership interest $ 9.02 $ 96.23 $
9.05 $ 5.27 $ 17.91
Cash distribution paid
per Unit of limited
partnership interest4 $ 10.44 $ 246.535
$ 12.50 $ 12.50 $ 16.25
Total assets at
December 31 $15,708,254 $15,996,248
$42,328,088 $43,004,012 $44,487,504
_________________________
</TABLE>
<PAGE>
1.Total revenues and net income include gains of $2.7
million and $12.7 million on the sales of the Century
Alameda and Michelson properties, respectively.
2.Total revenues and net income are net of reserves of $1.1
million of accrued but unpaid interest on the One
Congress Street participating mortgage loan.
3. Net income is net of a $1.5 million loss on impairment
on the One Congress Street participating mortgage loan, and
total revenues and net income are net of reserves of $.5
million of accrued by unpaid interest on the loan.
4. Distributions paid to Limited Partners included returns
of capital per Unit of Limited Partnership interest of $1.42
and $200.77 for the years ended December 31, 1999 and 1998
respectively, calculated as the excess of cash distributed
per Unit over accumulated earning per Unit not previously
distributed. All distribution paid to Limited Partners in
1995-1997 represented returns of capital.
5. Includes distributions of sales proceeds of $233.84
from sales of property interests.
The above financial data should be read in conjunction with
the financial statements and the related notes appearing in
Item 8.
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION
AND RESULTS OF OPERATIONS
Liquidity and Capital Resources
The Partnership raised $86,582,000 through a public offering
which terminated in 1990. The Partnership has no plans to
raise additional capital.
The Partnership committed the gross proceeds raised in the
offering to three investments. No additional investments
are planned.
The Century Alameda and Michelson properties were sold in
1998. See Notes 4 and 5 to the financial statements.
As a result of the property sales, Partnership cash flow
from operations decreased during 1999 as compared to 1998.
Currently, the Partnership's 42% interest in the partnership
("GCGA") which owns the One Congress Street property is the
Partnership's sole property interest. GCGA is discussing the
sale of the property with parties it has identified as being
interested in acquiring the property; however, there can be
no assurance that the One Congress Street property will be
sold.
Currently, the vacancy rate in the downtown Boston office
market, the location of One Congress Street, is
approximately 7% and rental rates in this market are stable.
There is no significant new construction in this market.
During the year ended December 31, 1999, occupancy at both
the parking garage and the office space at the property
remained at 100%. GCGA's lease with the Government Services
Administration ("GSA"), which occupies approximately 82% of
the office space at the property, is scheduled to expire no
earlier than August 1, 2003. The lease with the
Commonwealth of Massachusetts, which occupies the remaining
office space, is scheduled to expire in January 2004. The
lease for 100% of the parking lot space at the property with
Kinney Systems, Inc. expires in December 2003. The retail
space, which is not a significant portion of the overall
space, remains substantially vacant.
GCGA is negotiating a lease of all the vacant retail space
at the property to a single tenant. If GCGA is successful,
it may incur a significant amount of capital expenditures
and leasing commissions to lease the space. The Partnership
will be responsible for making
<PAGE>
additional loans to GCGA to fund 42% of such expenditures
(the amount of which is uncertain at this time).
In 1998, the Partnership and Dean Witter Realty Yield Plus,
L.P., an affiliate, (collectively, the "New GP") identified
several areas of the parking garage at the One Congress
Street property which were in need of repair. In 1998, the
New GP had GCGA fund repairs for several of the problems at
the garage that the New GP believed required immediate
attention, and hired an engineering firm to investigate the
overall garage space to determine what additional repairs
are required. During the first quarter of 1999, the
engineering firm issued its preliminary report to the New
GP, and during the second quarter of 1999, a second
engineering firm reviewed the first firm's work for
reasonable and completeness. The New GP, after consulting
with the engineering firms, has determined and planned the
necessary repair work, and has selected the contractors who
will perform the repair work. The New GP expects that the
repair work will begin during the second quarter of 2000,
and will be completed by the end of 2000. The cost of this
work to GCGA is expected to be between $2 million and $3
million. The Partnership will be responsible for making
additional loans to GCGA to fund 42% of such fundings
(between $840,000 and $1,260,000).
The Partnership will fund its share of additional GCGA loans
from its cash reserves. However, any costs of tenant-related
expenditures which have not been funded by the time of the
closing of the sale of the One Congress Street property may
instead be deducted from the sale proceeds.
During the year ended December 31, 1999, the One Congress
Street property generated positive cash flow from
operations, and it is anticipated that it will continue to
do so during the period the Partnership owns its interest in
the property.
During the year ended December 31, 1999, the Partnership
made cash distributions out of cash reserves (see Item 5).
Generally, future cash distributions will be paid from
proceeds received from the sale of the One Congress Street
property and any remaining cash reserves.
During the year ended December 31, 1999, the Partnership's
distributions to investors, contributions to GCGA (to fund
its share of tenant improvements and leasing commissions at
the One Congress Street property) and cash used in
operations exceeded the Partnership's distributions from
GCGA's operating cash flow. This deficiency was funded with
Partnership cash reserves.
<PAGE>
The Managing General Partner believes that the Partnership's
cash reserves are adequate for its needs in 2000.
Except as discussed above and in the financial statements,
the Managing General Partner is not aware of any trend or
events, commitments or uncertainties that may have a
material impact on liquidity.
Operations
Fluctuations in the Partnership's operating results for the
year ended December 31, 1999 compared to 1998 and 1998
compared to 1997 are primarily attributable to the
following:
The Partnership's equity in earnings of joint ventures
included its $12.7 million share of the gain on the sale of
the Michelson property in April 1998 and its share of
earnings from operations of the Michelson property, which
were approximately $550,000 and $934,000 in 1998 and 1997,
respectively.
During the years ended December 31, 1999, 1998 and 1997, the
Partnership's equity in earnings of the joint venture which
owns the general partnership interest in GCGA was
approximately $1,792,000, $335,000, and $192,000,
respectively. The 1999 increase is primarily due to the
increase in rental revenues at the One Congress Street
property resulting from an increase in office space
occupancy from 73% in 1998 to 100% in 1999; the
Partnership's 42% share of the increase in revenues was
$1,924,000. This increase was partially offset by increases
in property real estate taxes and depreciation and
amortization expenses relating to capital expenditures and
leasing commissions incurred in leasing the remaining vacant
space; the Partnership's share of the increase in these
costs were $434,000 and $327,000, respectively. Equity in
earnings of the GCGA joint venture was lower in 1997 than
1998 because the Partnership did not begin to recognize its
share of earnings from this joint venture until October 27,
1997.
The gain on sale of the real estate resulted from the August
1998 sale of the Century Alameda property. See Note 5 to
the financial statements. The sale also caused the decreases
in 1999 and 1998 rental income, property operating expenses
and depreciation and amortization expenses.
In 1999 and 1998, there was no interest income recorded on
the Partnership's participating mortgage loan to GCGA
because the loan was accounted for as an investment in a
joint venture.
<PAGE>
In 1998, interest on cash and cash equivalents and other
revenues was greater than in 1999 and 1997 primarily due to
interest earned in 1998 on the proceeds from the sales of
the Michelson and Century Alameda properties before such
proceeds were distributed to the Limited Partners.
General and administrative expenses decreased in 1999
compared to 1998 and 1998 compared to 1997 primarily due to
the sales of the Michelson and Century Alameda properties.
The were no other individually significant factors which
caused changes in revenues or expenses.
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.
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
DEAN WITTER REALTY YIELD PLUS II, L.P.
INDEX
Page
(a) Financial statements
Independent Auditors' Report
Balance Sheets at December 31, 1999 and 1998
Income Statements for the years ended December 31,
1999, 1998 and 1997
Statements of Partners' Capital for the years
ended December 31, 1999, 1998 and 1997
Statements of Cash Flows for the years ended December 31,
1999, 1998 and 1997
Notes to Financial Statements
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.
<PAGE>
Independent Auditors' Report
The Partners
Dean Witter Realty Yield Plus II, L.P.
We have audited the accompanying balance sheets of Dean
Witter Realty Yield Plus II, L.P. (the "Partnership") as of
December 31, 1999 and 1998, and the related statements of
income, partners' capital and cash flows for each of the
three years in the period ended December 31, 1999. These
financial statements are the responsibility of the
Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our
audits.
We conducted our audits in accordance with generally
accepted auditing standards. Those standards require that
we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide
a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in
all material respects, the financial position of Dean Witter
Realty Yield Plus II, L.P. as of December 31, 1999 and 1998,
and the results of its operations and its cash flows for
each of the three years in the period ended December 31,
1999, in conformity with generally accepted accounting
principles.
Deloitte & Touche LLP
/s/Deloitte & Touche LLP
New York, New York
March 20, 2000
<PAGE>
<TABLE>
DEAN WITTER REALTY YIELD PLUS II, L.P.
BALANCE SHEETS
December 31, 1999 and 1998
<CAPTION>
1999 1998
<S> <C>
<C>
ASSETS
Investment in joint venture $14,311,690
$13,923,431
Cash and cash equivalents 1,377,357
2,062,767
Other assets 19,207
10,050
$15,708,254
$15,996,248
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable and other liabilities $ 66,874 $
81,320
Partners' capital:
General partners 3,416,870
3,444,225
Limited partners ($500 per Unit, 173,164 Units issued)
12,224,510 12,470,703
Total partners' capital 15,641,380
15,914,928
$15,708,254
$15,996,248
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
DEAN WITTER REALTY YIELD PLUS II, L.P.
INCOME STATEMENTS
Years ended December 31, 1999, 1998, and 1997
<CAPTION>
1999 1998 1997
<S> <C> <C>
<C>
Revenues:
Equity in earnings of joint ventures $1,791,853
$13,554,417 $1,125,625
Rental - 1,118,383
1,564,070
Gain on sale of real estate - 2,655,594
- -
Interest on participating mortgage loan - -
503,707
Interest on cash and cash equivalents and
other income 81,300
295,406 165,674
1,873,153
17,623,800 3,359,076
Expenses:
Property operating 49,309 508,469
922,107
Depreciation and amortization - 126,208
392,618
General and administrative 88,690 176,528
303,098
137,999 811,205
1,617,823
Net income $1,735,154 $16,812,595
$1,741,253
Net income allocated to:
Limited partners $1,561,639 $16,663,573
$1,567,128
General partners 173,515 149,022
174,125
$1,735,154 $16,812,595
$1,741,253
Net income per Unit of limited partnership
interest $ 9.02 $ 96.23
$ 9.05
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
DEAN WITTER REALTY YIELD PLUS II, L.P.
STATEMENTS OF PARTNERS' CAPITAL
Years ended December 31, 1999, 1998 and 1997
<CAPTION>
Limited General
Partners Partners Total
<S> ` <C> <C>
<C>
Partners' capital at January 1, 1997 $39,094,671
$3,605,746 $42,700,417
Net income 1,567,128 174,125
1,741,253
Cash distributions (2,164,550)
(240,506) (2,405,056)
Partners' capital at December 31, 1997 38,497,249
3,539,365 42,036,614
Net income 16,663,573 149,022
16,812,595
Cash distributions (42,690,119)
(244,162) (42,934,281)
Partners' capital at December 31, 1998 12,470,703
3,444,225 15,914,928
Net income 1,561,639 173,515
1,735,154
Cash distributions (1,807,832)
(200,870) (2,008,702)
Partners' capital at December 31, 1999 $12,224,510
$3,416,870 $15,641,380
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
DEAN WITTER REALTY YIELD PLUS II, L.P.
STATEMENTS OF CASH FLOWS
Years ended December 31, 1999, 1998, and 1997
<CAPTION>
1999 1998 1997
<S> <C>
<C> <C>
Cash flows from operating activities:
Net income $ 1,735,154
$16,812,595 $ 1,741,253
Adjustments to reconcile net income to net
cash (used in) provided by operating activities:
Equity in earnings of joint ventures (1,791,853)
(13,554,417) (1,125,625)
Gain on sale of real estate - (2,655,594)
- - Depreciation and amortization -
126,208 392,618
(Increase) decrease in other assets (9,157)
420,775 (345,093)
Decrease in accounts payable and other liabilities
(14,446) (212,304)
(12,121)
Net cash (used in) provided by operating activities
(80,302) 937,263
651,032
Cash flows from investing activities:
Distributions from joint ventures 2,516,970
33,595,903 1,884,766
Contributions to joint ventures (1,113,376) (1,314,009)
(413,373)
Proceeds from sale of real estate - 9,097,224
- -
Net cash provided by investing activities
1,403,594 41,379,118
1,471,393
Cash flows from financing activities:
Cash distributions (2,008,702)
(42,934,281) (2,405,056)
Decrease in cash and cash equivalents (685,410)
(617,900) (282,631)
Cash and cash equivalents at beginning of year 2,062,767
2,680,667 2,963,298
Cash and cash equivalents at end of year $ 1,377,357 $
2,062,767 $ 2,680,667
Supplemental disclosure of non-cash investing activities:
Reclassification of investment in participating mortgage
loan to investment in joint ventures:
Investment in participating mortgage loan, net $ -
$ - $13,755,767
Deferred expenses, net - -
74,822
Addition to investment in joint ventures $ -
$ - $13,830,589
See accompanying notes to financial statements.
</TABLE>
<PAGE>
DEAN WITTER REALTY YIELD PLUS II, L.P.
Notes to Financial Statements
1. The Partnership
Dean Witter Realty Yield Plus II, L.P. (the "Partnership")
is a limited partnership organized under the laws of the
State of Delaware in 1988 to invest in participating
mortgage loans collateralized by income-producing commercial
and industrial properties. The Managing General Partner of
the Partnership is Dean Witter Realty Yield Plus II Inc.,
which is wholly-owned by Dean Witter Realty Inc. ("Realty").
The Partnership issued 173,164 units of limited partnership
interest (the "Units") for $86,582,000. No additional Units
will be sold.
The Partnership expects to sell its remaining real estate
investment in 2000. Pursuant to the Partnership Agreement,
the sale of the Partnership's last such investment will
cause the dissolution of the Partnership. Thereafter, the
Partnership will wind up its affairs, make a final cash
distribution, and terminate.
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's 49.19% general partnership interest in DW
Michelson Associates ("DMA") and, effective October 27,
1997, the Partnership's 42% interest in the joint venture
which owns the general partnership interest in GCGA Limited
Partnership ("GCGA"), the owner/borrower of the One Congress
Street property, are accounted for on the equity method.
See Note 4.
Real estate and the investments in joint ventures, all of
which were acquired in settlement of loans, were recorded at
the lower of the carrying value of the original
participating mortgage loan or estimated fair value of the
real estate investment at the date of foreclosure or
<PAGE>
in-substance foreclosure. Costs of improvements to real
estate are capitalized and repairs are expensed.
Depreciation is recorded on the straight-line method.
At least annually, and more often if circumstances dictate,
the Partnership evaluates the recoverability of the net
carrying value of its real estate and any related assets,
including the real estate and related assets owned by the
joint ventures. As part of this evaluation, the Partnership
assesses, among other things, whether there has been a
significant decrease in the market value of any of its
properties. If events or circumstances indicate that the net
carrying value of a property may not be recoverable, the
expected future net cash flows from the property are
estimated for a period of approximately five years (or a
shorter period if the Partnership expects that the property
may be disposed of sooner), along with estimated sales
proceeds at the end of the period. If the total of these
future undiscounted cash flows were less than the carrying
amount of the property, the property would be written down
to its fair value as determined (in some cases with the
assistance of outside real estate consultants) based on
discounted cash flows, and a loss on impairment recognized
by a charge to earnings.
Because the determination of fair value is based upon
projections of future economic events such as property
occupancy rates, rental rates, operating cost inflation and
market capitalization rates which are inherently subjective,
the amounts ultimately realized at disposition may differ
materially from the net carrying value as of December 31,
1999. The cash flows used to evaluate the recoverability of
the assets and to determine fair value are based on good
faith estimates and assumptions developed by the Managing
General Partner. Unanticipated events and circumstances may
occur and some assumptions may not materialize; therefore
actual results may vary from the estimates and the variances
may be material. The Partnership may provide additional
write-downs, which could be material, in subsequent years if
real estate markets or local economic conditions change.
Cash and cash equivalents consist of cash and highly liquid
investments with maturities, when purchased, of three months
or less.
Other assets primarily consisted of leasing commissions and,
prior to October 27, 1997, origination fees in connection
with the participating mortgage loan. Leasing commissions
were amortized over the applicable lease terms. Origination
fees were amortized over the loan term, which approximated
the effective yield method.
<PAGE>
Rental income was accrued on a straight-line basis over the
terms of the leases. Accruals in excess of amounts payable
by tenants pursuant to their leases (resulting from rent
concessions or rents which periodically increased over the
term of a lease) were recorded as receivables and included
in other assets.
Net income per Unit amounts are calculated by dividing net
income allocated to Limited Partners, in accordance with the
Partnership Agreement, by the weighted average number of
Units outstanding.
No provision for income taxes has been made in the financial
statements, since the liability for such taxes is that of
the partners rather than the Partnership.
For tax purposes, the Partnership, in connection with its
investment in joint venture, only recognizes taxable
interest income on its loans secured by the One Congress
Street property. In addition, the Partnership's offering
costs are treated differently for tax and financial
reporting purposes. The tax basis of the Partnership's
assets and liabilities is approximately $25.7 million higher
than the amounts reported for financial statement purposes
at December 31, 1999.
Prior to 1999, the Partnership also recognized its share of
DMA's taxable income (which was net of interest expense on
the participating mortgage loans outstanding). The
accounting policies to account for property operations for
tax reporting purposes differed from those used by the
Partnership for financial reporting as follows: (a)
depreciation was calculated using accelerated methods, (b)
rental income was recognized based on the payment terms in
the applicable leases, and (c) write-downs for impairments
of real estate were not deductible.
3. Partnership Agreement
The Partnership Agreement provides that net cash flow, as
defined, will be paid 90% to the Limited Partners and 10% to
the General Partners. However, during the offering period
(which ended in March 1990) and the twelve quarters
thereafter, the Managing General Partner was obligated to
(a) defer receipt of its share of distributable net cash
flow, which totaled $3,713,000; and (b) contribute
additional capital to the Partnership sufficient to fund the
difference between cash flow and a 7.5% annual distribution
rate to Limited Partners, a total of $4,807,069.
Sale or financing proceeds will be distributed, to the
extent available: first, 97% to the Limited Partners and 3%
to the General Partners until <PAGE>
each Limited Partner has received a return of their invested
capital plus an amount sufficient to provide a 10%
cumulative annual return thereon; second, 100% to the
General Partners until they have received an amount equal to
(i) any portion of their share of net cash flow previously
deferred and not distributed, and (ii) any additional
capital contributions made by the Managing General Partner
to fund distributions to the Limited Partners in respect of
the 7.5% minimum annual return described above; and third,
85% to the Limited Partners and 15% to the General Partners.
Taxable income (subject to certain adjustments) will
generally be allocated to the partners in proportion to the
distribution of distributable cash or sale or financing
proceeds, as the case may be (or 90% to the Limited Partners
and 10% to the General Partners if there is no distributable
cash or sale or financing proceeds). At a minimum, the
General Partners must be allocated 1% of the taxable income
from a sale or financing. Tax losses, if any, will be
allocated 90% to the Limited Partners and 10% to the General
Partners.
Distributions paid to Limited Partners in 1999 and 1998
included returns of capital of $1.42 and $200.77 per Unit,
respectively, calculated as the excess of cash distributed
over accumulated earnings not previously distributed. All
distributions paid to Limited Partners in 1997 represent
returns of capital.
4. Investments in Joint Ventures
One Congress Street, Boston, Massachusetts
The Partnership and Dean Witter Realty Yield Plus, L.P.
("Yield Plus"; and collectively, with the Partnership, the
"Lender"), an affiliate, made a $59.2 million participating
second mortgage loan on the One Congress Street building
(the "Loan") to GCGA. The loan is due in 2001. Base
interest was originally payable at 8% and the first $250,000
of net revenues in any calendar year from the property was
payable as additional interest. The Lender also owned a 58%
interest in adjusted net revenue and capital proceeds
generated by the property. The property is subject to a
first mortgage loan.
In October 1996, GCGA defaulted on the Loan by failing to
timely pay its debt service. Thereafter, the Lender
accelerated the Loan and attempted to take possession of the
property. On October 15, 1996, GCGA filed a <PAGE>
voluntary petition under Chapter 11 of the U.S. Bankruptcy
Code. On October 27, 1997, the Lender entered into a
settlement agreement with GCGA (the "Agreement"). As part
of the Agreement, a new corporate joint venture which is
jointly owned by the Partnership (42%) and Yield Plus (58%)
became the sole general partner of GCGA (the "New General
Partner") (with an aggregate 19.81% ownership interest in
the property). The Partnership and Yield Plus have agreed
to make all decisions concerning the property jointly. The
Lender has retained an affiliate of GCGA's original general
partner as property manager.
The Agreement also provides the following:
(a) as a result of their interests in the New General
Partner, the Partnership and Yield Plus are required to
make additional loans to fund future capital
expenditures and leasing commissions at the property
(the "New Loans") in proportion to their ownership of
the New General Partner. Any New Loans will bear
interest at 12%, payable monthly from available cash
flow generated by the property after payment of debt
service on the first mortgage loan and certain
operating escrows;
(b) the interest rate on the principal of the Loan and past
due interest thereon (aggregating approximately $12.3
million at the date of the Agreement) has been
increased to 10%, payable monthly from available cash
flow generated by the property after payment of debt
service on the New Loans;
(c) any future unpaid debt service will accrue interest at
10%; and
(d) the Partnership's and Yield Plus' interest in adjusted
net revenue and capital proceeds generated by the
property was increased to 80%.
The Agreement effectively changed the Lender from a
participating lender to GCGA into the general partner in a
partnership which owns the One Congress Street property.
The Partnership, through the New General Partner, owns an
8.3% partnership interest in GCGA and, accordingly, at
October 27, 1997, the Partnership recorded its investment at
an amount equal to the net carrying value of its investment
in the participating mortgage loan and related assets (which
carrying value was less than the estimated fair value of the
property at that date). The Partnership began, effective
October 27, 1997, to account for its investment on the
equity method (and stopped recognizing interest income from
its
<PAGE>
<TABLE>
participating mortgage loan). Because the Partnership and
Yield Plus control GCGA and are entitled to receive
substantially all the cash flow and other economic benefits
from the property, the Partnership and Yield Plus recognize
all of GCGA's profits and losses in proportion to their
ownership of the New General Partner.
In 1997 (prior to the Agreement) the Partnership reserved
accrued but unpaid interest on the Loan of $1,130,000.
Summarized financial information of GCGA is as follows:
<CAPTION>
December 31,
1999 1998
<S> <C>
<C>
ASSETS
Land and building, net $59,243,308 $
60,698,880
Other
8,331,755 6,394,881
Total assets $67,575,063 $
67,093,761
LIABILITIES AND PARTNERS' CAPITAL DEFICIENCY
First mortgage loan $37,750,000 $
37,750,000
Second mortgage loan and accrued interest
84,028,030 79,023,308
Other liabilities 3,630,657
3,190,814
Partners' capital deficiency (57,833,624)
(52,870,361)
Total liabilities and partners' capital deficiency
$67,575,063 $ 67,093,761
STATEMENTS OF OPERATIONS
Years ended December
31,
1999 1998 1997
Revenues:
Rental $ 16,094,032 $
11,513,818 $ 11,498,722
Other 311,709
79,390 238,937
16,405,741
11,593,208 11,737,659
Expenses:
Interest on second mortgage loan 8,346,614
8,078,420 8,036,377 Other
interest 3,785,371
3,798,362 3,768,876
Property operating 6,498,471
5,946,569 5,075,676
Depreciation and amortization 2,738,548
1,960,626 1,940,143
21,369,004
19,783,977 18,821,072
Net loss $ (4,963,263) $
(8,190,769) $ (7,083,413)
</TABLE>
<PAGE>
<TABLE>
GCGA's second mortgage loan consists of the Loan. The
accounting policies of GCGA are consistent with those of the
Partnership.
Michelson, Irvine, California
In April 1998, DMA sold its 90% general partnership interest
in the Company to SC Enterprises ("SCE"), the 10% limited
partner of DMA, along with two promissory notes totaling
approximately $1.2 million due from SCE, for a negotiated
aggregate sale price of $64 million. SCE assigned its right
to purchase the interest in the Company to Spieker
Properties L.P., which is not affiliated with the
Partnership or SCE.
The sale price was received in cash at closing on April 3,
1998. On April 28, 1998, the Partnership distributed
approximately $31.4 million ($181.09 per Unit), its share of
the net proceeds from the sale, 100% to the Limited
Partners. The Partnership's share of the gain on sale of
the property was approximately $12.7 million; such gain was
allocated 100% to Limited Partners in accordance with the
Partnership Agreement.
Summarized financial information of DW Michelson is as
follows:
INCOME STATEMENTS
<CAPTION>
Years ended December 31,
1998 1997
<S> <C>
<C>
Revenues:
Rental $ 1,809,111 $
6,814,131
Gain on sale of property 25,221,250
- -
Other 114,859
110,244
27,145,220
6,924,375
Expenses:
Property operating 736,120
2,917,322
Depreciation and amortization 64,745
2,108,642
800,865
5,025,964
Net income $26,344,355 $
1,898,411
</TABLE>
<PAGE>
Yield Plus and the Partnership received cash flow and
profits and losses from operations according to their
interest in DMA.
The accounting policies of DMA and the Company were
consistent with those of the Partnership.
5. Sale of Real Estate
On August 11, 1998, the partnership sold the Century Alameda
Distribution Center to an unaffiliated party for a
negotiated sale price of $9.35 million. The Partnership
recognized a gain on this sale of approximately $2.7
million, which was allocated 100% to the Limited Partners in
accordance with the partnership Agreement. On August 26,
1998, the Partnership distributed 100% to the Limited
Partners approximately $9.1 million ($52.75 per Unit), the
proceeds from the sale of the property (net of closing
costs).
6. Related Party Transactions
An affiliate of Realty provided property management services
for the Michelson and the Century Alameda Distribution
Center properties until the properties were sold in 1998.
For the years ended December 31, 1998 and 1997, the
affiliate received property management fees of approximately
$40,000 and $126,000, respectively. These amounts were
included in property operating expenses.
Realty performs administrative functions and processes
certain investor tax information for the Partnership. For
the years ended December 31, 1999, 1998, and 1997, the
Partnership incurred approximately $33,000, $145,000 and
$212,000, respectively, for these services. These amounts
are included in general and administrative expenses.
<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING
AND FINANCIAL DISCLOSURE
None.
PART III.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The Partnership is a limited partnership which has no
directors or officers.
The directors and executive officers of the Managing General
Partner are as follows:
Position with the
Name Managing General Partner
William B. Smith Chairman of the Board of Directors
E. Davisson Hardman, Jr. President and Director
Ronald T. Carman Secretary and Director
Lewis A. Raibley, III Director
All of the directors have been elected to serve until the
next annual meeting of the shareholder of the Managing
General Partner or until their successors are elected and
qualify. Each of the officers has been elected to serve
until his successor is elected and qualifies.
William B. Smith, age 56, has been a Managing Director of
Morgan Stanley & Co. Incorporated and Co-head of Morgan
Stanley Realty Incorporated since the merger of Morgan
Stanley Group Inc. and Dean Witter Discover & Co. in 1997.
Prior to the merger, Mr. Smith was Executive Vice President
of Dean Witter Reynolds Inc. and Director of its Investment
Banking Department since January 1987. Mr. Smith joined
Dean Witter in 1982 as Co-director of Dean Witter Realty.
E. Davisson Hardman, Jr., age 50, has been a Managing
Director of Morgan Stanley Asia, Ltd. since 1997, and is a
Managing Director of Dean Witter Realty Inc., which he
joined in 1982.
Ronald T. Carman, age 48, is a Director and the Secretary of
Dean Witter Realty Inc. He has been an Assistant Secretary
of Morgan Stanley Dean Witter & Co. ("MWD") and a Managing
Director of Morgan Stanley & Co. Inc. since July 1998.
Previously, he was a Senior Vice President and Associate
General Counsel of Dean Witter Reynolds Inc., which he
joined in 1984.
<PAGE>
Lewis A. Raibley, III, age 38, is a Senior Vice President
and Controller in the Individual Asset Management Group of
MWD. From July 1997 to May 1998, Mr. Raibley was Senior
Vice President and Director in the Internal Reporting
Department of MWD; from 1992 to 1997, he served as Senior
Vice President and Director in the financial Reporting and
Policy Division of MWD. He has been with MWD and its
affiliates since 1986.
There is no family relationship among any of the foregoing
persons.
ITEM 11. EXECUTIVE COMPENSATION
The General Partners are entitled to receive cash
distributions, when and as cash distributions are made to
the Limited Partners, and a share of taxable income or tax
loss. Descriptions of such distributions and allocations
are contained in Item 5 above. The General Partners
received cash distributions of $200,870, $244,162 and
$240,506 during the years ended December 31, 1999, 1998 and
1997, respectively. The General Partners have deferred
distribution of their share of all proceeds from property
sales to date.
The General Partners and their 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 directors and officers of the Partnership's Managing
General Partner received no renumeration from the
Partnership.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
(a) No person is known to the Partnership to be the
beneficial owner of more than five percent of the Units.
(b) The directors and executive officers of the Managing
General Partner own the following Units as of February 29,
2000:
Amount and
Nature of
Title of ClassName of Beneficial Owner Beneficial Ownership
Limited All directors and executive *
Partnership officers of the Managing
Interests General Partner, as a group
________________
<PAGE>
*Own, by virtue of ownership of limited partnership
interests in the Associate General Partner, less than 1% of
the Units of the Partnership.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
As a result of their being partners of a limited partnership
which is the limited partner of the Associate General
Partner, certain current and former officers and directors
of the Managing General Partner also own indirect
partnership interests in the Partnership. The Partnership
Agreement of the Partnership provides that cash
distributions and allocations of income and loss to the
general partners shall be distributed or allocated 50% to
the Managing General Partner and 50% to the Associate
General Partner. The General Partners' share of cash
distributions and income or loss is described in Item 5
above.
All of the outstanding shares of common stock of the
Managing General Partner are owned by Dean Witter Realty
Inc., a Delaware corporation which is a wholly-owned
subsidiary of Morgan Stanley Dean Witter & Co. The general
partner of the Associate General Partner is the Managing
General Partner. The limited partner of the Associate
General Partner is LSYP 88, L.P., a Delaware limited
partnership. Realty and certain current and former officers
and directors of the Managing General Partner are partners
of LSYP 88, L.P. Additional information with respect to the
directors and executive officers and compensation of the
Managing General Partner and affiliates is contained in
Items 10 and 11 above.
The One Congress Street property was developed by a
partnership between a Maryland-based developer and an entity
comprised of former Realty executives, some of whom were
formerly executive officers of the Managing General Partner.
This entity withdrew as a partner of the borrower in
September 1993, so the borrower partnership was controlled
solely by the Maryland-based developer until control of the
borrower was transferred to the Partnership and Yield Plus
in 1997.
The General Partners and their 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 Partners and their
affiliates are on terms as favorable as would be obtained
from unrelated third parties.
<PAGE>
PART IV.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND
REPORTS ON FORM 8-K
(a) The following documents are filed as part of
this Annual Report:
1. Financial Statements (see Index to
Financial Statements filed as part of Item 8 of
this Annual Report).
2. Exhibits
(3)(a) Amended and Restated Agreement
of Limited Partnership dated as of June 24, 1988
set forth in Exhibit A to the Prospectus included
in Registration Statement Number 33-20475 is
incorporated herein by reference.
(3)(b) Certificate of Limited
Partnership dated as of June 24, 1988 set forth in
Registration Statement Number 33-20475 is
incorporated herein by reference.
(4)(a) Amended and Restated Agreement
of Limited Partnership dated as of June 24, 1988
set forth in Exhibit A to the Prospectus included
in Registration Statement Number 33-20475 is
incorporated herein by reference.
(4)(b) Certificate of Limited
Partnership dated as of June 24, 1988 set forth in
Registration Statement Number 33-20475 is
incorporated herein by reference.
(10)(a) Partnership Agreement for DW
Michelson Associates dated March 14, 1988 was
filed as Exhibit 10.1 (a) to Amendment No. 1 to
Registrant's Registration Statement on Form S-11
and is incorporated herein by reference.
(10)(b) First Mortgage Promissory
Note, dated April 26, 1989, between the Government
Center Garage Realty Trust (Maker) and Dean Witter
Realty Yield Plus II, L.P.(Holder) was filed as
Exhibit to Amendment No. 2 to Current Report on
Form 8-K on April 26, 1989 and is incorporated
herein by reference.
(10)(c) Construction Loan Agreement,
dated April 26, 1989, between Government Center
Garage Realty Trust, as Borrower and Dean
<PAGE>
Witter Realty Yield Plus, L.P. and Dean Witter Realty Yield
Plus II, L.P., as Lender was filed as Exhibit to
Amendment No. 2 to Current Report on Form 8-K on
April 26, 1989 and is incorporated herein by
reference.
(10)(d) Intercreditor Agreement among
Dean Witter Realty Yield Plus, L.P., Dean Witter
Realty Yield Plus II, L.P., and Realty Management
Services Inc. dated as of April 26, 1989 was filed
as Exhibit to Amendment No. 2 to Current Report on
Form 8-K on April 26, 1989 and is incorporated
herein by reference.
(10)(e) First Amendment to
Construction Loan Agreement dated October 12, 1989
between Government Center Garage Realty Trust, as
Borrower and Dean Witter Realty Yield Plus, L.P.
and Dean Witter Realty Yield Plus II, L.P., as
Lender. Filed as Exhibit 10(e) to Registrant's
Annual Report on Form 10-K for the year ended
December 31, 1995 and incorporated by reference
herein.
(10)(f) Amended and Restated
Construction Loan/Office Loan Promissory Note
dated October 12, 1989 between Government Center
Garage Realty Trust (Maker) and Dean Witter Realty
Yield Plus II, L.P. (Holder). Filed as Exhibit
10(f) to Registrant's Annual Report on Form 10-K
for the year ended December 31, 1995 and
incorporated by reference herein.
(10)(g) Second Amendment to Construction Loan
Agreement dated June 22, 1990 between Government
Center Garage Realty Trust, as Borrower and Dean
Witter Realty Yield Plus, L.P. and Dean Witter
Realty Yield Plus II, L.P., as Lender. Filed as
Exhibit 10(g) to Registrant's Annual Report on
Form 10-K for the year ended December 31, 1995 and
incorporated by reference herein.
(10)(h) First Amendment to Amended and Restated
Construction Loan/Office Loan Promissory Note
dated June 22, 1990 between Government Center
Garage Realty Trust (Maker) and Dean Witter Realty
Yield Plus II, L.P. (Holder). Filed as Exhibit
10(h) to Registrant's Annual Report on Form 10-K
for the year ended December 31, 1995 and
incorporated by reference herein.
<PAGE>
(10)(i) Supplemental Loan Agreement dated September 20,
1993 between Government Center Garage Realty
Trust, as Borrower and Dean Witter Realty Yield
Plus, L.P. and Dean Witter Realty Yield Plus II,
L.P., as Lender. Filed as Exhibit 10(i) to
Registrant's Annual Report on Form 10-K for the
year ended December 31, 1995 and incorporated by
reference herein.
(10)(j) Second Amendment to Notes dated September 20,
1993 between Government Center Garage Realty Trust
(Maker) and Dean Witter Realty Yield Plus, L.P.
and Dean Witter Realty Yield Plus II, L.P.,
(Holders). Filed as Exhibit 10(j) to Registrant's
Annual Report on Form 10-K for the year ended
December 31, 1995 and incorporated by reference
herein.
(10)(k)Supplement and Amendment to Construction Loan Agreement dated
October 27, 1997 between Government Center Garage Realty Trust
(Borrower) and Dean Witter Realty Yield Plus, L.P. and Dean Witter
Realty Yield Plus II, L.P.(Lenders) was filed as an Exhibit to Form 8-
K on October 27, 1997 and is incorporated herein by reference.
(10)(l)Third Amendment to Notes dated October 27, 1997 between
Government Center Garage Realty Trust (Maker) and Dean Witter Realty
Yield Plus, L.P. and Dean Witter Realty Yield Plus II, L.P. (Holder)
was filed as an Exhibit to Form 8-K on October 27, 1997 and is
incorporated herein by reference.
(10)(m) "Purchase and Sale Agreement" dated as of
December 26, 1997 among DW Michelson Assoicates as
Seller, Michelson Company Limited Partnership as
Acquired Partnership and SC Enterprises as
Purchaser, First Amendment to Purchase and Sale
Agreement dated as of February 3, 1998 and
Assignment and Assumption Agreement dated as of
April 3, 1998 were collectively filed as an
Exhibit to Form 8-K on April 3, 1998 and are
incorporated herein by reference.
(10)(n) "Purchase and Sale Agreement" as dated
as of July 1, 1998 between Dean Witter Realty
Yield Plus II, L.P. as Seller and St. Paul
Properties, Inc. as Purchaser was filed as an
Exhibit to Form 8-K on August 11, 1998 and is
incorporated herein by reference.
(27) Financial Data Schedule
<PAGE>
(b) No Forms 8-K were filed by the partnership
during the last quarter of the period covered by
this report.
(d) Financial statements of GCGA Limited
partnership, owner of an office building/parking
garage complex located in Boston, Massachusetts.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
DEAN WITTER REALTY YIELD PLUS II, L.P.
By: Dean Witter Realty
Yield Plus II Inc.
Managing General Partner
By: /s/E. Davisson Hardman,
Jr. Date: March 29, 2000
E. Davisson Hardman, Jr.
President
By: /s/Charles M. Charrow
Date: March 29, 2000
Charles M. Charrow
Controller
(Principal Financial and Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities
and on the dates indicated.
DEAN WITTER REALTY YIELD PLUS II INC.
Managing General Partner
/s/William B. Smith Date: March 29, 2000
William B. Smith
Chairman of the Board of Directors
/s/E. Davisson Hardman, Jr. Date: March 29, 2000
E. Davisson Hardman, Jr.
Director
/s/Ronald T. Carman Date: March 29, 2000
Ronald T. Carman
Director
/s/Lewis A. Raibley, III Date: March 29,
2000
Lewis A. Raibley, III
Director
<PAGE>
DEAN WITTER REALTY YIELD PLUS II, L.P.
Year ended December 31, 1999
Exhibit Index
Exhibit No. Description
(3)(a) Amended and Restated Agreement of
Limited Partnership dated as of June 24, 1988
set forth in Exhibit A to the Prospectus
included in Registration Statement Number 33-
20475 is incorporated herein by reference.
(3)(b) Certificate of Limited
Partnership dated as of June 24, 1988 set forth
in Registration Statement Number 33-20475 is
incorporated herein by reference.
(4)(a) Amended and Restated Agreement of
Limited Partnership dated as of June 24, 1988
set forth in Exhibit A to the Prospectus
included in Registration Statement Number 33-
20475 is incorporated herein by reference.
(4)(b) Certificate of Limited
Partnership dated as of June 24, 1988 set forth
in Registration Statement Number 33-20475 is
incorporated herein by reference.
(10)(a) Partnership Agreement for DW
Michelson Associates dated March 14, 1988 was
filed as Exhibit 10.1 (a) to Amendment No. 1 to
Registrant's Registration Statement on Form S-
11 and is incorporated herein by reference.
(10)(b) First Mortgage Promissory Note, dated April 26,
1989, between the Government Center Garage
Realty Trust (Maker) and Dean Witter Realty
Yield Plus II, L.P. (Holder) was filed as
Exhibit to Amendment No. 2 to Current Report on
Form 8-K on April 26, 1989 and is incorporated
herein by reference.
E-1
<PAGE>
(10)(c) Construction Loan Agreement, dated April 26,
1989, between Government Center Garage Realty
Trust, as Borrower and Dean Witter Realty Yield
Plus, L.P. and Dean Witter Realty Yield Plus
II, L.P., as Lender was filed as Exhibit to
Amendment No. 2 to Current Report on Form 8-K
on April 26, 1989 and is incorporated herein by
reference.
(10)(d) Intercreditor Agreement among Dean Witter
Realty Yield Plus, L.P., Dean Witter Realty
Yield Plus II, L.P., and Realty Management
Services Inc. dated as of April 26, 1989 was
filed as Exhibit to Amendment No. 2 to Current
Report on Form 8-K on April 26, 1989 and is
incorporated herein by reference
(10)(e) First Amendment to Construction Loan Agreement
dated October 12, 1989 between Government
Center Garage Realty Trust, as Borrower and
Dean Witter Realty Yield Plus, L.P. and Dean
Witter Realty Yield Plus II, L.P., as Lender.
Filed as Exhibit 10(e) Registrant's Annual
Report on Form 10-K for the year ended December
31, 1995 and incorporated by reference herein.
(10)(f) Amended and Restated Construction Loan/Office
Loan Promissory Note dated October 12, 1989
between Government Center Garage Realty Trust
(Maker) and Dean Witter Realty Yield Plus II,
L.P. (Holder). Filed as Exhibit 10(f) to
Registrant's Annual Report on Form 10-K for the
year ended December 31, 1995 and incorporated
by reference herein.
(10)(g) Second Amendment to Construction Loan Agreement
dated June 22, 1990 between Government Center
Garage Realty Trust, as Borrower and Dean
Witter Realty Yield Plus, L.P. and Dean Witter
Realty Yield Plus II, L.P., as Lender. Filed
as Exhibit 10(g) to Registrant's Annual Report
on Form 10-K for the year ended December 31,
1995 and incorporated by reference herein.
(10)(h) First Amendment to Amended and Restated
Construction Loan/Office Loan Promissory Note
dated June 22, 1990 between Government Center
Garage Realty Trust (Maker) and Dean Witter
Realty Yield Plus II, L.P. (Holder). Filed as
Exhibit 10(h) to Registrant's Annual Report on
Form 10-K for the year ended December 31, 1995
and incorporated by reference herein.
<PAGE>
(10)(i) Supplemental Loan Agreement dated September 20,
1993 between Government Center Garage Realty
Trust, as Borrower and Dean Witter Realty Yield
Plus, L.P. and Dean Witter Realty Yield Plus
II, L.P., as Lender. Filed as Exhibit 10(i) to
Registrant's Annual Report on Form 10-K for the
year ended December 31, 1995 and incorporated
by reference herein.
(10)(j) Second Amendment to Notes dated September 20,
1993 between Government Center Garage Realty
Trust (Maker) and Dean Witter Realty Yield
Plus, L.P. and Dean Witter Realty Yield Plus
II, L.P., (Holders). Filed as Exhibit 10(j)
Registrant's Annual Report on Form 10-K for the
year ended December 31, 1995 and incorporated
by reference herein.
(10)(k)Supplement and Amendment to Construction Loan Agreement
dated October 27, 1997 between Government Center Garage Realty
Trust (Borrower) and Dean Witter Realty Yield Plus, L.P. and Dean
Witter Realty Yield Plus II, L.P. (Lenders) was filed as an Exhibit
to Form 8-K on October 27, 1997 and is incorporated herein by
reference.
(10)(l)Third Amendment to Notes dated October 27, 1997 between
Government Center Garage Realty Trust (Maker) and Dean Witter
Realty Yield Plus, L.P. and Dean Witter Realty Yield Plus II, L.P.
(Holder) was filed as an Exhibit to Form 8-K on October 27, 1997
and is incorporated herein by reference.
(10)(m) "Purchase and Sale Agreement" dated as of
December 26, 1997 among DW Michelson Assoicates
as Seller, Michelson Company Limited
Partnership as Acquired Partnership and SC
Enterprises as Purchaser, First Amendment to
Purchase and Sale Agreement dated as of
February 3, 1998 and Assignment and Assumption
Agreement dated as of April 3, 1998 were
collectively filed as an Exhibit to Form 8-K on
April 3, 1998 and are incorporated herein by
reference.
(10)(n) "Purchase and Sale Agreement" as
dated as of July 1, 1998 between Dean Witter
Realty Yield Plus II, L.P. as Seller and St.
Paul Properties, Inc. as Purchaser was filed as
an Exhibit to Form 8-K on August 11, 1998 and
is incorporated herein by reference.
<PAGE>
(27) Financial Data Schedule
(99) Financial Statements of
GCGA Limited Partnership, owner of an office
building/parking garage complex located in
Boston, Massachusettes.
E-3
<PAGE>
GCGA LIMITED PARTNERSHIP
Financial Statements
Independent Auditors' Report
<PAGE>
Independent Auditors' Report
To the Partners of
GCGA Limited Partnership
We have audited the accompanying balance sheets of GCGA
Limited Partnership (the "Partnership") as of December 31,
1999 and 1998 and the related statements of operations,
partners' capital deficiency, and cash flows for each of the
three years in the period ended December 31, 1999. These
financial statements are the responsibility of the
Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our
audits.
We conducted our audits in accordance with generally
accepted auditing standards. Those standards require that
we plan and perform the audits 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, the financial statements present fairly, in
all material respects, the financial position of GCGA
Limited Partnership as of December 31, 1999 and 1998 and the
results of its operations and its cash flows for each of the
three years in the period ended December 31, 1999, in
conformity with generally accepted accounting principles.
Deloitte & Touche, LLP
/s/ Deloitte & Touche,
LLP
New York, New York
March 20, 2000
<PAGE>
<TABLE>
GCGA LIMITED PARTNERSHIP
Balance Sheets
December 31, 1999 and 1998
<CAPTION>
1999 1998
<S> <C> <C>
Assets
Real estate, at cost:
Land $
4,892,336 $ 4,892,336
Building and improvements 74,563,455
73,624,779
79,455,791
78,517,115
Accumulated depreciation (20,212,483)
(17,818,235)
59,243,308
60,698,880
Cash
1,054,639 385,172
Escrow deposits 1,015,167
808,617
Accounts receivable 4,917,634
4,761,502
Deferred expenses, net 1,228,081
325,806
Other assets 116,234
113,784
$ 67,575,063 $
67,093,761
Liabilities and Partners' Capital Deficiency
Liabilities:
First mortgage loan $ 37,750,000 $
37,750,000
Second mortgage loan and accrued interest 84,028,030
79,023,308
Note payable 2,371,498
2,446,428
Accounts payable and other liabilities 1,259,159
744,386
125,408,687
119,964,122
Partners' capital deficiency (57,833,624)
(52,870,361)
$ 67,575,063 $
67,093,761
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
GCGA LIMITED PARTNERSHIP
Statements of Operations
Years ended December 31, 1999, 1998 and 1997
<CAPTION>
1999 1998 1997
<S>
<C> <S> <S>
Revenues:
Rental $16,094,032
$11,513,818 $11,498,722
Interest and other 311,709
79,390 238,937
16,405,741
11,593,208 11,737,659
Expenses:
Interest 12,131,985
11,876,782 11,805,253 Property
operating 6,205,129
4,996,224 4,393,023
Depreciation 2,394,248
1,895,228 1,774,048
Amortization 344,300
65,398 166,095
General and administrative 293,342
950,345 682,653
21,369,004
19,783,977 18,821,072
Net loss $(4,963,263)
$(8,190,769) $(7,083,413)
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
GCGA LIMITED PARTNERSHIP
Statements of Changes in Partners' Capital Deficiency
Years ended December 31, 1999, 1998 and 1997
<CAPTION>
Total
<S>
<C>
Partner's capital deficiency at January 1, 1997
$(37,719,179)
Contributions
200,000
Distributions
(77,000)
Net loss
(7,083,413)
Partners' capital deficiency at December 31, 1997
(44,679,592)
Net loss
(8,190,769)
Partners' capital deficiency at December 31, 1998
(52,870,361)
Net loss
(4,963,263)
Partners' capital deficiency at December 31, 1999
$(57,833,624)
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
GCGA LIMITED PARTNERSHIP
Statements of Cash Flows
Years ended December 31, 1999, 1998 and 1997
<CAPTION>
1999 1998
1997
<S> <C> <C> <C>
Cash flows from operating
activities: $(4,963,2 $(8,190,7 $(7,083,4
Net loss 63) 69) 13)
Adjustments to reconcile net loss
to net cash
(used in) provided by operating
activities:
Interest accrual on second 2,353,827 4,154,099 6,856,266
mortgage loan in excess of
payments 2,738,548 1,960,626 1,940,143
Depreciation and amortization
(Increase) decrease in
operating assets: (206,550) (36,239) (188,802)
Escrow deposits
Accounts receivable (156,132) 213,677 (36,403)
Deferred expenses
Other assets (1,246,57 (132,862) (29,417)
Increase (decrease)in accounts 5)
payable and 96,406 (98,627)
other liabilities (2,450)
222,624 (92,377)
514,773
Net cash (used in)
provided by operating
activities (967,822) (1,712,43 1,267,370
8)
Cash flows from investing
activities: -
Additions to building and (938,676) (2,672,80
improvements 2)
Cash flows from financing
activities: -
Borrowings under second mortgage 2,650,895 2,720,943
loan (80,571)
Repayment of note payable (74,930) (67,827)
Partner contributions - - 200,000
Partner distributions - -
(77,000)
Net cash provided by
financing activities 2,575,965 2,653,116 42,429
Increase (decrease) in cash
669,467 (1,732,12 1,309,799
Cash at beginning of year 4)
385,172 807,497
2,117,296
Cash at end of year $ $
$1,054,63 385,172 2,117,296
9
Supplemental disclosure of cash
paid during the year for interest $ $
$9,778,15 7,752,794 4,948,987
8
See accompanying notes to financial statements.
</TABLE>
<PAGE>
GCGA LIMITED PARTNERSHIP
Notes to Financial Statements
1. Organization
GCGA Limited Partnership (the "Partnership") is a limited
partnership organized under the laws of the Commonwealth of
Massachusetts. The Partnership is the sole beneficiary of
the Government Center Garage Realty Trust (the "Trust")
which owns One Congress Street (the "Property"), an 11-story
structure containing approximately 283,000 square feet of
office and retail space and a 2,200-space parking garage,
located in Boston, Massachusetts.
Prior to October 27, 1997, the partners of the Partnership
were Government Center Garage Associates Limited Partnership
("GCA"), which owned a 1% general partnership interest and a
98% limited partnership interest, and an individual
affiliated with the developer of the property who owned a 1%
limited partnership interest (the "Affiliate").
In October 1996, the Partnership defaulted on its second
mortgage loan by failing to timely pay its debt service.
Thereafter, the second mortgage lenders (Dean Witter Yield
Plus, L.P. ("Yield Plus") and Dean Witter Yield Plus II,
L.P. ("Yield Plus II"), collectively, (the "Lender"))
accelerated the loan and attempted to take possession of the
property. On October 15, 1996, the Partnership and the
Trust filed a voluntary petition for relief under Chapter 11
of Title 11 of the United States Code in the United States
Bankruptcy Court for the District of Maryland (the
"Bankruptcy Court"). While in bankruptcy, the Partnership
operated as a debtor-in-possession, whereby the Partnership
could not engage in transactions outside of the ordinary
course of business without approval of the Bankruptcy Court,
after notice and hearing.
On October 27, 1997, the Partnership entered into a
settlement agreement with the Lender (the "Agreement"). As
part of the Agreement, two new corporations each of which
are jointly owned by Yield Plus (58%) and Yield Plus II
(42%), became the sole general partners (the "New General
Partners") of the Partnership (with an aggregate 19%
ownership interest) and GCA (with an aggregate 1% ownership
interest). Yield Plus and Yield Plus II have agreed to make
all decisions concerning the Partnership and its property
jointly, and retained an affiliate of the Partnership's
<PAGE>
GCGA LIMITED PARTNERSHIP
Notes to Financial Statements
1. Organization (continued)
original general partner as property manager. As part of
the Agreement, the second mortgage loan was also
restructured (see Note 3).
Pursuant to the Agreement, GCA's limited partnership
interest in the Partnership was reduced to 81% and the
Affiliate's 1% interest in the Partnership was eliminated.
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.
Real estate is recorded at cost less accumulated
depreciation. Cost includes land, improvements, direct
construction costs, indirect project costs, and carrying
costs, including real estate taxes, interest and loan costs
incurred during the construction period. Depreciation is
recorded on the straight-line method. Repairs are expensed.
At least annually, and more often if circumstances dictate,
the Partnership evaluates the recoverability of the net
carrying value of the Property and any related assets. As
part of this evaluation, the Partnership assesses, among
other things, whether there has been a significant decrease
in the market value of the Property. If events or
circumstances indicate that the net carrying value of the
Property may not be recoverable, the expected future net
cash flows from the Property are estimated for a period of
approximately five years (or a shorter period if the
Partnership expects that the Property may be disposed of
sooner), along with estimated sales proceeds at the end of
the period.
<PAGE>
GCGA LIMITED PARTNERSHIP
Notes to Financial Statements
2. Summary of Significant Accounting Policies (continued)
If the total of these future undiscounted cash flows were
less than the carrying amount of the Property, the Property
would be written down to its fair value as determined (in
some cases with the assistance of outside real estate
consultants) based on discounted cash flows, and a loss on
impairment recognized by a charge to earnings.
Because the determination of fair value is based upon
projections of future economic events such as property
occupancy rates, rental rates, operating cost inflation and
market capitalization rates which are inherently subjective,
the amounts ultimately realized at disposition may differ
materially from the net carrying value as of December 31,
1999. The cash flows used to evaluate the recoverability of
the assets and to determine fair value are based on good
faith estimates and assumptions developed by the New General
Partners. Unanticipated events and circumstances may occur
and some assumptions may not materialize; therefore actual
results may vary from the estimates and the variances may be
material. The Partnership may provide additional write-
downs, which could be material, in subsequent years if real
estate markets or local economic conditions change.
Deferred expenses consist of origination fees in connection
with the mortgage loans and leasing commissions.
Origination fees are amortized over the applicable loan
terms. Leasing commissions are amortized over the applicable
lease terms.
Rental income is accrued on a straight-line basis over the
terms of the leases. Accruals in excess of amounts payable
by tenants pursuant to their leases (resulting from rent
concessions or rents which periodically increase over the
term of a lease) are recorded as receivables and included in
other assets.
No provision for income taxes has been made in the financial
statements, since the liability for such taxes is that of
the partners rather than the Partnership.
GCGA LIMITED PARTNERSHIP
<PAGE>
Notes to Financial Statements
2. Summary of Significant Accounting Policies (continued)
The accounting policies used for tax reporting purposes
differ from those used for financial reporting as follows:
(a) depreciation is calculated
using accelerated methods and (b) rental income is
recognized based on the payment terms in the applicable
leases. The tax basis of the Partnership's assets and
liabilities is approximately $12.2 million lower than the
amounts reported for financial statement purposes at
December 31, 1999.
3. Mortgage Loans Payable
The Trust has a $37,750,000 first mortgage loan payable to a
major insurance company. The loan requires monthly payments
of interest only, payable at 9.39% and matures November 1,
2001. For each of the three years in the period ended
December 31, 1999, the Partnership incurred interest expense
of $3,544,725 on this loan.
The Trust also has a participating second mortgage loan
payable to the Lender which is due in 2001. Prior to
October 27, 1997, principal of the loan was $59,200,000,
base interest was payable monthly at 8% and the first
$250,000 of net revenues in any calendar year from the
property was payable as additional interest. The Lender
also owned a 58% interest in adjusted net revenues and
capital proceeds generated by the property.
The second mortgage loan was restructured as follows:
(a) any New Loans (the "New Loans") made by the New General
Partners will bear interest at 12%, payable monthly
from available cash flow generated by the property
after payment of debt service on the first mortgage
loan and certain operating escrows;
<PAGE>
GCGA LIMITED PARTNERSHIP
Notes to Financial Statements
(b) the interest rate on the principal and past due
interest on the second mortgage loan (aggregating
approximately $12.3 million at October 27, 1997) has
been increased to 10%, payable monthly from available
cash flow generated by the property after payment of
debt service on the New Loans;
(c) any future unpaid debt service will accrue interest at
10%; and
(d) Yield Plus' and Yield Plus II's interest in adjusted
net revenue and capital proceeds generated by the
property was increased to 80%.
The Partnership incurred interest expense on the second
mortgage loan of $8,346,614, $8,078,420, and $8,036,377 in
1999, 1998 and 1997, respectively.
4. Note Payable
At the inception of the parking garage lease with Kinney
System of Sudbury St., Inc., a wholly owned subsidiary of
Kinney System, Inc., the lessee granted a $3,000,000 loan to
the Partnership, which is payable in monthly payments of
$26,350, which include interest at 10 percent per annum. The
lease provides for supplemental rental payments to the
Partnership of $26,350 per month to cover loan principal and
interest payments. These amounts are included in rental
income. The lease also provides that the unpaid principal
of the loan may be forgiven if certain conditions described
in the note agreement are met. Interest expense incurred on
this loan in 1999, 1998, and 1997 were approximately
$241,000, $248,000, and $224,000, respectively. The loan
will be fully paid by December 2003.
<PAGE>
GCGA LIMITED PARTNERSHIP
Notes to Financial Statements
5. Leases
Minimum future rental income under noncancelable operating
leases as of December 31, 1999 is as follows:
Year ended December 31 Future minimum rentals
2000 $12,470,989
2001 12,710,556
2002 13,013,044
2003 10,190,833
2004 135,156
$48,520,578
The Partnership has determined that all leases relating to
its properties are operating leases. Lease terms range from
five to twenty one years.
6. Related-Party Transactions
The Property is managed by an affiliate of the Partnership.
For the years ended December 31, 1999, 1998, and 1997, the
affiliate earned management fees of approximately $
173,000, $105,000, and $124,000, respectively. These
amounts are included in property operating expenses.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
Registrant is a limited partnership which invests in a real estate joint
venture. In accordance with industry practice, its balance sheet is
unclassified. For full information, refer to the accompanying audited
financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> DEC-31-1999
<CASH> 1,377,357
<SECURITIES> 0
<RECEIVABLES> 19,207
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 15,708,254<F1>
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 15,641,380<F2>
<TOTAL-LIABILITY-AND-EQUITY> 15,708,254<F3>
<SALES> 0
<TOTAL-REVENUES> 1,873,153<F4>
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 137,999
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 1,735,154
<INCOME-TAX> 0
<INCOME-CONTINUING> 1,735,154
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,735,154
<EPS-BASIC> 9.02<F5>
<EPS-DILUTED> 0
<FN>
<F1>In addition to cash ad receivables, total assets include an investment
in unconsolidated partnership of $14,311,690.
<F2>Represents partners' capital.
<F3>Liabilites include accounts payable and other liabilities of $66,874.
<F4>Total revenue includes equity in earnings of unconsolidated partnerships
of $1,791,853 and other revenue of $81,300.
<F5>Represents net income per Unit of limited partnership interest.
</FN>
</TABLE>
