<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) August 31,
2000
DEAN WITTER REALTY YIELD PLUS II, L.P.
(Exact name of registrant as specified in its charter)
Delaware 0-18149 13-
3469111
(State or other jurisdiction Commission (I.R.S. Employer
of incorporation) File Number) Identification
No.)
Two World Trade Center, New York, New York 10048
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code(212) 392-2974
(Former name or former address, if changed since
last report)
<PAGE>
Item 5. Other Events
Pursuant to a Purchase and Sale Agreement dated as of June
14, 2000, as amended, a nominee trust (the "Trust") acting
for GCGA Limited Partnership ("GCGA"), the sole beneficiary
of the Trust, sold the land and building which comprise the
One Congress Street office building and garage complex (the
"Property") on August 31, 2000 to One Congress Street JV,
LLC, an unaffiliated party, for a negotiated sale price of
$118.5 million.
The 19.81% general partnership interest in GCGA is owned by
a corporate joint venture that is owned 42% by Dean Witter
Realty Yield Plus II, L.P. (the "Partnership") and 58% by
Dean Witter Realty Yield Plus, L.P. ("YP"), an affiliate.
The limited partners of GCGA are not affiliated with the
Partnership or YP. GCGA also has an outstanding
participating second mortgage loan (the "Loan") payable to
the Partnership (42%) and YP (58%).
The purchase price was paid in cash at closing. At closing,
approximately $38.0 million of the sale proceeds were used
to settle GCGA's first mortgage loan, $1.3 million was used
to fund all tenant improvements that GCGA incurred in
renting out the remaining vacant space at the Property prior
to the sale and $1.2 million was used to fund the remaining
agreed upon repairs to the Property's garage area
(collectively, the "Sale Proceeds Reductions"). The cash
GCGA received at closing, net of the Sale Proceeds
Reductions and closing costs, was approximately $76.5
million; GCGA paid this amount to the Partnership and YP in
settlement of the Loan. Accordingly, on August 31, 2000,
the Partnership received approximately $32.1 million
representing its 42% share of the net sale proceeds GCGA
received at closing.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly
authorized.
DEAN WITTER REALTY YIELD PLUS
II, L.P.
By: Dean Witter Realty Yield
Plus II, Inc.
Managing General Partner
Date: August 31, 2000 By: /s/
Raymond E. Koch
Raymond E. Koch
Principal Financial and
Accounting Officer
