<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. __)*
Dean Witter Realty Yield Plus II, L.P.
(Name of Issuer)
Units of Limited Partnership Interests
(Title of Class of Securities)
242 41L 201
(CUSIP Number)
September 12, 2000
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
Page 2 of 10 Pages
CUSIP No. 242 41L 201
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Madison Avenue Investment Partners, LLC
13-3959673
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
(a)
(b)
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER: 8,674 Units of Limited Partnership Interests
6. SHARED VOTING POWER: 8,674 Units of Limited Partnership Interests
7. SOLE DISPOSITIVE POWER: 8,674 Units of Limited Partnership Interests
8. SHARED DISPOSITIVE POWER: 8,674 Units of Limited Partnership Interests
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
8,674 Units of Limited Partnership Interests
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 5.01%
12. TYPE OF REPORTING PERSON: OO
CUSIP No. 242 41L 201
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
First Equity Realty, LLC
13-3827931
<PAGE>
Page 3 of 10 Pages
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
(a)
(b)
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION: New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER: 0
6. SHARED VOTING POWER: 8,694 Units of Limited Partnership Interests
7. SOLE DISPOSITIVE POWER: 0
8. SHARED DISPOSITIVE POWER: 8,694 Units of Limited Partnership Interests
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
8,694 Units of Limited Partnership Interests
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 5.02%
12. TYPE OF REPORTING PERSON: OO
CUSIP No. 242 41L 201
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
The Harmony Group II, LLC
13-3959664
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
(a)
(b)
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
<PAGE>
Page 4 of 10 Pages
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER: 0
6. SHARED VOTING POWER 8,694 Units of Limited Partnership Interests
7. SOLE DISPOSITIVE POWER: 0
8. SHARED DISPOSITIVE POWER: 8,694 Units of Limited Partnership Interests
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
8,694 Units of Limited Partnership Interests
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 5.02%
12. TYPE OF REPORTING PERSON: OO
CUSIP No. 242 41L 201
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Ronald M. Dickerman
###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
(a)
(b)
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION: United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER: 0
6. SHARED VOTING POWER: 8,694 Units of Limited Partnership Interests
7. SOLE DISPOSITIVE POWER: 0
<PAGE>
Page 5 of 10 Pages
8. SHARED DISPOSITIVE POWER: 8,694 Units of Limited Partnership Interests
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
8,694 Units of Limited Partnership Interests
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 5.02%
12. TYPE OF REPORTING PERSON: IN
CUSIP No. 242 41L 201
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Bryan E. Gordon
###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
(a)
(b)
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION: United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER: 0
6. SHARED VOTING POWER: 8,694 Units of Limited Partnership Interests
7. SOLE DISPOSITIVE POWER: 0
8. SHARED DISPOSITIVE POWER: 8,694 Units of Limited Partnership Interests
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
8,694 Units of Limited Partnership Interests
<PAGE>
Page 6 of 10 Pages
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 5.02%
12. TYPE OF REPORTING PERSON: IN
ITEM 1(A) NAME OF ISSUER:
The name of the Issuer is Dean Witter Realty Yield Plus II, L.P. (the "Issuer")
ITEM 1(B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
The address of the Issuer's principal executive offices is 2 World Trade Center,
New York, New York 10048.
ITEM 2(A) NAME OF PERSONS FILING:
The names of the persons filing this Schedule 13G are Madison Avenue Investment
Partners, LLC, a Delaware limited liability company ("MAIP"), First Equity
Realty, LLC, a New York limited liability company ("First Equity"), The Harmony
Group II, LLC, a Delaware limited liability company ("Harmony Group"), Ronald M.
Dickerman and Bryan E. Gordon (collectively, the "Reporting Persons"). MAIP is
the controlling person of various entities which are the nominee owners of, or
the successors by merger to the assets of nominee owners of, Units of Limited
Partnership Interests (the "Units") of the Issuer. These nominees, none of
which beneficially own 5% or more of the Units, are ISA Partnership Liquidity
Investors, Madison/AG Partnership Value Partners I, Madison/WP Value Fund IV and
Gramercy Park Investments, LP. Madison Liquidity Investors 104, LLC, a Delaware
limited liability company ("Madison Liquidity") is the nominee owner of
approximately .01% of the Units. Madison Liquidity is controlled by Madison/OHI
Liquidity Investors, LLC, a Delaware limited liability company ("Madison OHI").
The controlling members of MAIP and Madison OHI are The Harmony Group II, LLC, a
Delaware limited liability company of which Bryan E. Gordon is the Managing
Member, and First Equity Realty, LLC, a New York limited liability company of
which Ronald M. Dickerman is the Managing Member.
ITEM 2(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
The business address of MAIP, Madison OHI, Harmony Group and Mr. Gordon is P.O.
Box 7533, Incline Village, Nevada 89452. The business address of First Equity
and Mr. Dickerman is 555 Fifth Avenue, 9th Floor, New York, New York 10017.
ITEM 2(C) CITIZENSHIP:
<PAGE>
Page 7 of 10 Pages
See Item 2(A) above. Each of Mr. Dickerman and Mr. Gordon is a citizen of the
United States of America.
ITEM 2(D) TITLE OF CLASS OF SECURITIES:
The title of the class of securities to which this Schedule relates is Units of
Limited Partnership Interests.
ITEM 2(E) CUSIP NUMBER: 242 41L 201
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-2(B)
OR (C), CHECK WHETHER THE PERSON FILING IS A:
(a) [] Broker or dealer registered under Section 15 of the Act.
(b) [] Bank as defined in Section 3(a)(6) of the Act.
(c) [] Insurance company defined in Section 3(a)(19) of the Act.
(d) [] Investment company registered under Section 8 of the Investment
Company Act.
(e) [] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
(f) [] An employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F).
(g) [] A parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G).
(h) [] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act.
(i) [] A church plan that is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company Act of
1940;
(j) [] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
ITEM 4. OWNERSHIP.
Aggregate number and percentage of the class of securities of the Issuer
identified in Item 1.
(a) Amount Beneficially Owned: The Reporting Persons beneficially own an
aggregate of 8,694 Units.
(b) Percent of Class: The Reporting Persons beneficially own 5.02% of the
issued and outstanding Units.
<PAGE>
Page 8 of 10 Pages
(c) Number of shares as to which such persons have:
(i) Sole power to vote or to direct the vote: 8,694 Units
(ii) Shared power to vote or to direct the vote: 8,694 Units
(iii) Sole power to dispose or to direct the disposition of: 8,694 Units
(iv) Shared power to dispose or to direct the disposition of: 8,694 Units
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following [ ].
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
See Item 2(A) above.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
See Item 2(A) above. In accordance with Rule 13d-1(k), the
Reporting Persons have executed a Joint Filing Agreement annexed hereto as
Exhibit A.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
ITEM 10. CERTIFICATIONS.
By signing below, the undersigned hereby certify that, to the best of their
respective knowledge and belief, the securities referred to above were not
acquired and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction
having that purpose or effect.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of their respective knowledge and
belief, each of the undersigned certifies that the information set forth in this
statement is true, complete, and correct.
Dated: September 21, 2000
MADISON AVENUE INVESTMENT PARTNERS, LLC
BY: FIRST EQUITY REALTY, LLC (MEMBER)
By: /s/ Ronald M. Dickerman
-----------------------
Ronald M. Dickerman, Managing Director
FIRST EQUITY REALTY, LLC
By: /s/ Ronald M. Dickerman
-----------------------
Ronald M. Dickerman, Managing Director
THE HARMONY GROUP II, LLC
By: /s/ Bryan E. Gordon
-------------------
Bryan E. Gordon, Managing Director
/s/ Ronald M. Dickerman
------------------------
Ronald M. Dickerman
/s/ Bryan E. Gordon
--------------------
Bryan E. Gordon
<PAGE>
Exhibit A
JOINT FILING AGREEMENT
The undersigned hereby agree that this Schedule 13G with respect to the Units of
Limited Partnership Interest of Dean Witter Realty Yield Plus II, LP, dated
September 21, 2000 is, and any further amendments thereto signed by each of the
undersigned shall be, filed on behalf of each of the undersigned pursuant to and
in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange
Act of 1934, as amended.
Dated: September 21, 2000
MADISON AVENUE INVESTMENT PARTNERS, LLC
BY: FIRST EQUITY REALTY, LLC (MEMBER)
By: /s/ Ronald M. Dickerman
-----------------------
Ronald M. Dickerman, Managing Director
FIRST EQUITY REALTY, LLC
By: /s/ Ronald M. Dickerman
-----------------------
Ronald M. Dickerman, Managing Director
THE HARMONY GROUP II, LLC
By: /s/ Bryan E. Gordon
-------------------
Bryan E. Gordon, Managing Director
/s/ Ronald M. Dickerman
------------------------
Ronald M. Dickerman
/s/ Bryan E. Gordon
--------------------
Bryan E. Gordon
