ITEM 1. BUSINESS.
The Registrant, Dean Witter Realty Yield Plus, L.P. (the "Partnership"), is a limited partnership organized in January, 1987 under the Uniform Limited Partnership Act of the State of Delaware for the purpose of investing in income producing commercial, residential and industrial properties.
The Managing General Partner of the Partnership is Dean Witter Realty Yield Plus 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, L.P. (the "Associate General Partner"), a Delaware limited partnership, the general partner of which is Dean Witter Realty Yield Plus Inc. 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 in Item 13 below.
The Partnership issued 8,909,969 units of limited partnership interests (the "Units") for $178,199,380. The offering has been terminated and no additional Units will be sold.
The proceeds from the offering were used to make investments in six participating mortgage loans and land leases secured by interests in two retail properties, two office buildings, one residential property, and an office and parking garage complex. Additionally, proceeds were used to make an investment in a short-term loan secured by eleven partnership interests. The Partnership has since acquired the real estate securing all but one of the foregoing loans through foreclosure or through transfers of ownership in lieu of foreclosure. The Partnership's properties and investment in participating mortgage loan are described in Item 2
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.
The Partnership has acquired the following investments in real estate through foreclosure or transfer of ownership interests in lieu of foreclosure on its participating mortgage and other secured loans. Generally, the leases pertaining to the properties provide for pass- throughs to the tenants of their pro-rata share of certain operating expenses. Further information relating to the Partnership's properties is included in Item 7 and footnotes 4, 5 and 6 to the consolidated financial statements in Item 8 below.
Each property has been built with on-site parking facilities.
One Congress Street, Boston, Massachusetts
In 1989 the Partnership and Dean Witter Realty Yield Plus II, L.P., an affiliate entered into an agreement to provide $59,200,000 of participating second mortgage construction and permanent financing for One Congress Street, which then consisted of a nine-story parking garage. The property has since been improved with the addition of two office levels above the existing structure, the addition of ground level retail space, additional parking spaces, and substantial upgrading of the existing garage, surrounding walkways and public areas. As of December 31, 1994, the Partnership has funded approximately $33.95 million of its $34.35 million commitment; the remaining commitment was funded in January 1995.
An affiliate of Realty is the property manager for Greenway Pointe, 2600 Michelson Drive, Deptford Crossing and Hampton Village Centre.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS.
Neither the Partnership nor any of its investments is subject to any material pending legal proceedings.
ITEM 4.
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.
PART II.
ITEM 5.
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.
As of December 31, 1994, there were 17,708 holders of limited partnership interests.
The Partnership is a limited partnership and, accordingly, does not pay dividends. It does, however, make quarterly distributions of cash to its partners. Pursuant to the Partnership Agreement, distributable cash, as defined, is paid 90% to the Limited Partners and 10% to the general partners (the "General Partners"). Pursuant to the agreement, $1,239,345 of the General Partner's share of such net cash flow distributable to them through December 31, 1990, was deferred subject to receipt by the Limited Partners of an 8% annual return on their invested capital.
During 1994 and 1993, the Partnership paid cash distributions totalling $5,939,976 for each year with $5,345,980 ($.60 per Unit) distributed to Limited Partners and $593,996 to the General Partners.
In January 1995, the Partnership paid a cash distribution of $0.15 per Unit to Limited Partners. The distribution was $1,484,994 with $1,336,495 distributed to Limited Partners and $148,499 distributed to the General Partners.
The Partnership anticipates making regular distributions to its partners in the future.
Sale or financing proceeds will be distributed: 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 the amount of any net cash flow previously deferred; and third, 85% to the Limited Partners and 15% to the General Partners. During the years ended December 31, 1994 and 1993, the Partnership did not distribute any sale or financing proceeds.
Taxable income (subject to certain adjustments) will 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). Tax losses, if any, will be allocated 90% to the Limited Partners and 10% to the General Partners.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Liquidity and Capital Resources
The Partnership raised $178,199,380 through a public offering which terminated in 1987. The Partnership has no plans to raise additional capital.
The Partnership had originally committed the proceeds raised in the offering to seven investments in loans or land leases, which provided for a fixed current return and participation in the long-term appreciation and/or revenue from operation of the properties involved in such investments. Due to the weakness in real estate markets, most of the properties did not generate sufficient cash flow to fully service their debt. As a result, through December 31, 1994, the Partnership acquired, through foreclosure, or through transfers of ownership interests in lieu of foreclosure, all but one of the properties in which it originally invested. The resulting foreclosures have effectively changed the Partnership from a participating lender to an equity owner of real estate. As a result, the Partnership receives all cash flow from the properties it owns, and will be required to expend funds for tenant improvements and leasing commissions in connection with the leasing of vacant space as is customary in most real estate markets. See note 4 to the consolidated financial statements in Item 8.
Item 8 of this Annual Report).
2. Financial Statement Schedules (see Index to Financial Statements filed as part of Item 8 of this Annual Report).
3. Exhibits (2) Not applicable.
(3)(a) Amended and Restated Agreement of Limited Partnership dated as of April 29, 1987 set forth in Exhibit A to the Prospectus included in Registration Statement Number 33-11648 is incorporated herein by reference.
(3)(b) Certificate of Limited Partnership dated as of April 29, 1987 incorporated by reference in Registration Statement Number 33-11648 is incorporated herein by reference.
(4)(a) Amended and Restated Agreement of Limited Partnership dated as of April 29, 1987 set forth in Exhibit A to the Prospectus included in Registration Statement Number 33-11648 is incorporated herein by reference.
(4)(b) Certificate of Limited Partnership dated as of April 29, 1987 incorporated by reference in Registration Statement Number 33-11648 is incorporated herein by reference.
(9) Not applicable.
(10) Not applicable.
(11) Not applicable.
(12) Not applicable.
(13) Not applicable.
(16) Letter regarding change in certifying accountant Incorporated by reference in Partnership's Current Report on Form 8-K dated December 15, 1994.
(18) Not applicable.
(19) Not applicable.
(21) Subsidiaries:
Deptford Crossing Associates, a New Jersey limited partnership. Hampton Crossing Associates, a Michigan limited partnership. DW Lakeshore Associates, an Illinois limited partnership. DW Columbia Gateway Associates, a Maryland limited partnership. Midway Crossing Limited Partnership, a Michigan limited partnership. Genesee Crossing Limited Partnership, a Michigan limited partnership. Farmington/9 Mile Associates, a Michigan limited partnership. Michelson Company Limited Partnership, a California limited partnership.
(22) Not applicable.
(23) Not applicable.
(24) Not applicable.
(27) Financial Data Schedule
(28) Not applicable.
(99) Not applicable.
(b) Reports on Form 8-K -
Report dated December 15, 1994 of the change in the Partnership's Independent Auditor for the year ending December 31, 1994.
(c) See 3 above
(d) Financial Statements Schedule
1. Financial statements of GCGA Limited Partnership, an office building/parking garage located in Boston, Massachusetts. To be filed by Form 10-K/A when received from GCGA Limited Partnership.
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, L.P.
By: Dean Witter Realty Yield Plus Inc. Managing General Partner
By: /s/E. Davisson Hardman, Jr. Date: March 31, 1995 E. Davisson Hardman, Jr. President
By: /s/Lawrence Volpe Date: March 31, 1995 Lawrence Volpe Controller (Principal Financial and Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
DEAN WITTER REALTY YIELD PLUS INC. Managing General Partner
/s/William B. Smith Date: March 31, 1995 William B. Smith Chairman of the Board of Directors
/s/E. Davisson Hardman, Jr. Date: March 31, 1995 E. Davisson Hardman, Jr. Director
/s/Lawrence Volpe Date: March 31, 1995 Lawrence Volpe Director
/s/Ronald T. Carman Date: March 31, 1995 Ronald T. Carman Director
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
PART III.
ITEM 10.
ITEM 10.DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The Partnership is a limited partnership and 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 Lawrence Volpe Controller, Assistant Secretary and Director Ronald T. Carman Secretary and Director
All of the directors have been elected to serve until the next annual meeting of the Shareholders 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 51, is a Managing Director of Dean Witter Realty Inc. and has been with Dean Witter Realty Inc. since 1982.
E. Davisson Hardman, Jr., age 45 is a Managing Director of Dean Witter Realty Inc. and has been with Dean Witter Realty Inc. since 1982.
Lawrence Volpe, age 47, is a Director and the Controller of Dean Witter Realty Inc. He is a Senior Vice President and Controller of Dean Witter Reynolds Inc., which he joined in 1983.
Ronald T. Carman, age 43, is a Director and the Secretary of Dean Witter Realty, Inc. He is a Senior Vice President of Dean Witter, Discover & Co. and Dean Witter Reynolds Inc., which he joined in 1984.
There is no family relationship among any of the foregoing persons.
ITEM 11.
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 totalling $593,996, 593,997 and $965,246 during the years ended December 31, 1994, 1993 and 1992, respectively.
The General Partners and their affiliates were paid certain fees and reimbursed for certain expenses. Information concerning such fees and reimbursements are contained in Note 10 of the Notes to Consolidated Financial Statements in Item 8 above.
The directors and executive officers of the Partnership's Managing General Partner received no renumeration from the Partnership.
ITEM 12.
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 executive officers and directors of the Managing General Partner own the following Units as of December 31, 1994:
Amount and Nature of Title of Class Name of Beneficial Owner Beneficial Ownership
Limited William B. Smith * Partnership Interests E. Davisson Hardman, Jr. *
All directors and executive * officers of the Managing General Partner, as a group
*Owns, by virtue of ownership of limited partnership interests in the Associate General Partner, less than 1% of the Units of the Partnership.
ITEM 13.
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 executive officers and directors of the Managing General Partner also own indirect general 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 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 Dean Witter, Discover & Co. The general partner of the Associate General Partner is Dean Witter Realty Yield Plus Inc., which is a wholly-owned subsidiary of Dean Witter Realty Inc. The limited partner of the Associate General Partner is LSYP 87, L.P., a Delaware limited partnership. Certain current and former executive officers and directors of the Managing General Partner are partners of LSYP 87, 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 401 East Ontario Street property was developed by a joint venture between the Chicago Developer and an entity comprised of former and current Realty executives, several of whom are former or current executive officers of the Managing General Partner. In January 1994, the Partnership obtained ownership of the property by deed-in-lieu of foreclosure.
The Hampton Village Centre property was developed by Hampton Crossing Associates, a joint venture between the Partnership and an entity comprised of former and current Realty executives, several of whom are former or current executive officers of the Managing General Partner. In the first quarter of 1994, the Partnership indirectly obtained ownership of all the partnership interests in Hampton Crossing Associates.
The Government Center 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 is now controlled solely by the Maryland-based developer.
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 10 of the Notes to Consolidated Financial Statements in Item 8 above.
PART IV
ITEM 14.
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. Financial Statement Schedules (see Index to Financial Statements filed as part of Item 8 of this Annual Report).
3. Exhibits (2) Not applicable.
(3)(a) Amended and Restated Agreement of Limited Partnership dated as of April 29, 1987 set forth in Exhibit A to the Prospectus included in Registration Statement Number 33-11648 is incorporated herein by reference.
(3)(b) Certificate of Limited Partnership dated as of April 29, 1987 incorporated by reference in Registration Statement Number 33-11648 is incorporated herein by reference.
(4)(a) Amended and Restated Agreement of Limited Partnership dated as of April 29, 1987 set forth in Exhibit A to the Prospectus included in Registration Statement Number 33-11648 is incorporated herein by reference.
(4)(b) Certificate of Limited Partnership dated as of April 29, 1987 incorporated by reference in Registration Statement Number 33-11648 is incorporated herein by reference.
(9) Not applicable.
(10) Not applicable.
(11) Not applicable.
(12) Not applicable.
(13) Not applicable.
(16) Letter regarding change in certifying accountant Incorporated by reference in Partnership's Current Report on Form 8-K dated December 15, 1994.
(18) Not applicable.
(19) Not applicable.
(21) Subsidiaries:
Deptford Crossing Associates, a New Jersey limited partnership. Hampton Crossing Associates, a Michigan limited partnership. DW Lakeshore Associates, an Illinois limited partnership. DW Columbia Gateway Associates, a Maryland limited partnership. Midway Crossing Limited Partnership, a Michigan limited partnership. Genesee Crossing Limited Partnership, a Michigan limited partnership. Farmington/9 Mile Associates, a Michigan limited partnership. Michelson Company Limited Partnership, a California limited partnership.
(22) Not applicable.
(23) Not applicable.
(24) Not applicable.
(27) Financial Data Schedule
(28) Not applicable.
(99) Not applicable.
(b) Reports on Form 8-K -
Report dated December 15, 1994 of the change in the Partnership's Independent Auditor for the year ending December 31, 1994.
(c) See 3 above
(d) Financial Statements Schedule
1. Financial statements of GCGA Limited Partnership, an office building/parking garage located in Boston, Massachusetts. To be filed by Form 10-K/A when received from GCGA Limited Partnership.
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, L.P.
By: Dean Witter Realty Yield Plus Inc. Managing General Partner
By: /s/E. Davisson Hardman, Jr. Date: March 31, 1995 E. Davisson Hardman, Jr. President
By: /s/Lawrence Volpe Date: March 31, 1995 Lawrence Volpe Controller (Principal Financial and Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
DEAN WITTER REALTY YIELD PLUS INC. Managing General Partner
/s/William B. Smith Date: March 31, 1995 William B. Smith Chairman of the Board of Directors
/s/E. Davisson Hardman, Jr. Date: March 31, 1995 E. Davisson Hardman, Jr. Director
/s/Lawrence Volpe Date: March 31, 1995 Lawrence Volpe Director
/s/Ronald T. Carman Date: March 31, 1995 Ronald T. Carman Director