ITEM 1. BUSINESS
The Registrant, Dean Witter Realty Growth Properties, L.P. (the "Partnership") is a limited partnership formed in March 1985 under the Uniform Limited Partnership Act of the State of Delaware for the purpose of investing primarily in income-producing properties.
The Managing General Partner of the Partnership is Dean Witter Realty Growth Properties Inc., a Delaware corporation (the "Managing General Partner"), which is wholly-owned by Dean Witter Realty Inc. ("Realty"). The Associate General Partner is Dean Witter Realty Growth Associates, L.P., a Delaware limited partnership (the "Associate General Partner"), the general partner of which is the Managing General Partner. The Managing General Partner manages and controls all aspects of the Partnership's operations. The terms of transactions between the Partnership and its affiliates are set forth in Item 8 and Item 13 below.
The Partnership issued 78,594 units of limited partnership interest (the "Units") with gross proceeds from the offering of $78,594,000. The offering has been terminated and no additional Units will be sold. The proceeds from the offering were used to make leveraged investments in three office properties (one of which was lost through foreclosure in 1992, and one of which was sold in 1996), an industrial park (which was disposed of in 1995 and 1996) and a hotel (which was sold in 1996). The properties 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.
During the year ended December 31, 1996, the Partnership owned, through partnership interests, the following property interests. Except for the hotel, the leases pertaining to the properties generally 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 owned at December 31, 1996 is adequately covered by insurance.
1. The property is subject to a mortgage loan. See note 5 to the consolidated financial statements in Item 8.
2. Sold in 1996. See Note 4 to the consolidated financial statements.
3. Sold in 1996. See Note 5 to the consolidated financial statements.
Each improved property was built with on-site parking facilities.
Further information relating to the Partnership's properties is included in Item 7 and Notes 4 and 5 to the Consolidated Financial Statements in Item 8 below.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
On December 27, 1995, a purported class action lawsuit (the "Grigsby Action") naming various public real estate partnerships sponsored by Realty (including the Partnership and its Managing General Partner and Associate General Partner), Realty, Dean Witter Reynolds Inc. ("DWR") and others as defendants was filed in Superior Court in California. The complaint alleged fraud, negligent misrepresentation, intentional and negligent breach of fiduciary duty, unjust enrichment and related claims and sought compensatory and punitive damages in unspecified amounts and injunctive and other equitable relief. The defendants removed the case to the United States District Court for the Southern District of California. Pursuant to an order of the U.S. District Court for the Southern District of California entered May 24, 1996, the Grigsby Action was transferred to the U.S. District Court for the Southern District of New York.
On February 14, 1996, a purported class action lawsuit (the "Schectman Action") naming various public real estate partnerships sponsored by Realty (including the Partnership and its Managing General Partner), Realty, Dean Witter, Discover & Co. ("DWD") and DWR as defendants was filed in the Chancery Court of Delaware for New Castle County (the "Delaware Chancery Court"). On February 23, 1996, a purported class action lawsuit (the "Dosky Action") naming various public real estate partnerships sponsored by Realty (including the Partnership and its Managing General Partner), Realty, DWD, DWR and others as defendants was filed in the Delaware Chancery Court. On February 29, 1996, a purported class action lawsuit (the "Segal Action') naming various public real estate partnerships sponsored by Realty (including the Partnership and its Managing General Partner), Realty, DWR, DWD and others as defendants was filed in the Delaware Chancery Court. On March 13, 1996, a purported class action lawsuit (the "Young Action") naming the partnership, other unidentified limited partnerships, DWD, DWR and others as defendants was filed in the Circuit Court for Baltimore City in Baltimore, Maryland. The defendants removed the Young Action to the United States District Court for the District of Maryland.
Thereafter, the Schectman Action, the Dosky Action and the Segal Action were consolidated in a single action (the "Consolidated Action") in the Delaware Chancery Court. The Young Action was dismissed without prejudice. The plaintiffs in the Young Action and the Grigsby Action joined the Consolidated Action. The Grigsby Action remains stayed indefinitely subject to being reopened for good cause.
On October 7, 1996, the plaintiffs in the Consolidated Action filed a First Consolidated and Amended Class Action Complaint naming various public real estate partnerships sponsored by Realty (including the Partnership and its Managing General Partner), Realty, DWD, DWR and others as defendants. This complaint alleges breach of fiduciary duty and seeks an accounting of profits, compensatory damages in an unspecified amount, possible liquidation of the Partnership under a receiver's supervision and other equitable relief. The defendants filed a motion to dismiss this complaint on December 10, 1996.
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
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 its limited partners (the "Limited Partners") to transfer their Units, if a suitable buyer can be located.
As of March 17, 1997 there were 6,124 holders of limited partnership interests.
The Partnership is a limited partnership and, accordingly, does not pay dividends. However, the Partnership Agreement permits distributions of "Distributable Cash", as defined, to its partners. Pursuant to the Partnership Agreement, Distributable Cash is to be paid 96% to the Limited Partners, after the Managing General Partner has received a management fee of 6.25% of Distributable Cash. The Managing General Partner did not receive a management fee in 1996, 1995 or 1994 because the Partnership did not make a cash distribution of Distributable Cash in any of those years.
Sale or refinancing proceeds will generally be distributed (i) to the Limited Partners until they have received a return of their capital contributions; (ii) to the General Partners until they have received 1.01% of the amount distributed to the Limited Partners; (iii) 99% of any remaining amounts to the Limited Partners and 1% to the General Partners until the Limited Partners have received cumulative distributions in an amount sufficient to provide a 6% cumulative annual return on their adjusted capital contributions; and (iv) 85% to the Limited Partners and 15% to the General Partners after the Managing General Partner receives a brokerage fee, if earned, not in excess of 3% of the aggregate gross sales prices of all properties. In 1996, the Partnership distributed approximately $29.3 million ($373 per Unit) of proceeds primarily from the sale of the Bayport Hyatt Hotel; the distribution was paid 100% to the Limited Partners. During the year ended December 31, 1995, the Partnership did not distribute any sale or refinancing proceeds.
In January 1997, the Partnership made a distribution to Limited Partners of approximately $10.7 million ($136 per Unit) from the net proceeds from the sale of the joint venture interest in Peninsula Office Park, the sale of land at Braker Center and the remaining proceeds from the sale of the Hotel.
The Partnership does not anticipate making regular distributions to its partners until the Partnership's remaining property is sold or refinanced.
Taxable income and tax loss generally are allocated to the partners in proportion to the distribution of Distributable Cash (after payment of the Managing General Partner's management fee) or sale or financing proceeds (or 96% to the Limited Partners and 4% to the General Partners if there is no Distributable Cash).
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
The following sets forth a summary of selected financial data for the Partnership:
1Revenues and income include gains on sale of real estate and partnership interests totaling approximately $58 million. See Notes 4 and 5 to the consolidated financial statements in Item 8. The cash distribution represents a return of capital.
2Revenues and losses include a loss on sale of real estate of approximately $1.2 million. See Note 4 to the consolidated financial statements.
3Includes a $334,988 loss on the sale of real estate.
4Gain on extinguishment of debt due to foreclosure of a property.
Note: The above financial data should be read in conjunction with the consolidated financials statements and the related notes in Item 8.
ITEM 7.
ITEM 7. MANAGEMENTS' DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Liquidity and Capital Resources
The Partnership raised $78,594,000 in a public offering which terminated in 1986. The Partnership has no plans to raise additional capital.
The Partnership used the proceeds from the offering to make leveraged investments in five properties. One of the properties was lost through foreclosure in 1992; all of the remaining properties other than the Bayport office building were sold prior to December 31, 1996. No additional investments are planned.
In July 1996, the Partnership sold, for $72.2 million, the Bayport Plaza Hyatt hotel (the "Hotel"). See Note 4 to the consolidated financial statements in Item 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
DEAN WITTER REALTY GROWTH PROPERTIES L.P.
INDEX
Page
(a) Financial Statements Independent Auditors' Report 12 Consolidated Balance Sheets at December 31, 1996 and 1995 13 Consolidated Statements of Operations for the years ended December 31, 1996, 1995 and 1994 14 Consolidated Statements of Partners' Capital (Deficiency) for the years ended December 31, 1996, 1995 and 1994 15 Consolidated Statements of Cash Flows for the years ended December 31, 1996, 1995 and 1994 16-17 Notes to Consolidated Financial Statements 18-27
(b) Financial Statement Schedule
Real Estate and Accumulated Depreciation III 34
All other schedules have been omitted because either the required information is not applicable or the information is shown in the consolidated financial statements or notes thereto.
Independent Auditors' Report
To the Partners of Dean Witter Realty Growth Properties, L.P.:
We have audited the accompanying consolidated balance sheets of Dean Witter Realty Growth Properties, L.P. and consolidated partnerships (the "Partnership") as of December 31, 1996 and 1995, and the related consolidated statements of operations, partners' capital (deficiency) and cash flows for each of the three years in the period ended December 31, 1996. Our audits also included financial statement schedule III. These financial statements and the financial statement schedule are the responsibility of the Partnership's management. Our responsibility is to express an opinion on the financial statements and the financial statement schedule 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, such consolidated financial statements present fairly, in all material respects, the financial position of Dean Witter Realty Growth Properties, L.P. and consolidated partnerships as of December 31, 1996 and 1995, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 1996 in conformity with generally accepted accounting principles. Also, in our opinion, financial statement schedule III, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.
Deloitte & Touche LLP /s/Deloitte & Touche LLP
New York, New York March 26, 1997
The accounting policies of the Office Partnership are consistent with those of the Partnership.
The property is subject to a $20,000,000 mortgage loan which is due September 1, 1999 and requires monthly payments of interest-only at 8.5% per annum. The loan is secured by substantially all of the real estate and improvements, rents, leases and profits from the property.
The Office Partnership has determined that all leases relating to its properties are operating leases. The lease terms range from three to five years, and generally require tenants to pay their pro rata share of increases in operating expenses.
Peninsula Office Park, San Mateo, California
Peninsula/DW Associates, a general partnership owned 98% by the Partnership and 2% by former and current Realty officers and executives, owned a 49.9% general partnership interest in two limited partnerships (the "Joint Venture") which owns Peninsula Office Park, a corporate office park located in San Mateo, California. The remaining 50.1% interest in the Joint Venture was owned by the developer of Peninsula Office Park.
On December 19, 1996, Peninsula/DW Associates sold its interests in the Joint Venture, for approximately $9.4 million, to entities controlled by the developer. The Partnership received $7.7 million in cash at the closing and the remainder in January 1997.
The assets, liabilities and partners' capital (deficit) of the Joint Venture as of December 31, 1995 are summarized as follows:
The results of operations of the Joint Venture are summarized as follows:
* Includes $540,000, $558,000, and $558,000 in 1996, 1995 and 1994, respectively, representing depreciation of the excess of the costs of the Partnership's investment in the Joint Venture over the underlying equity in net assets at the date of acquisition.
The accounting policies of the Joint Venture are consistent with those of the Partnership.
The Joint Venture determined that all leases relating to its properties are operating leases. The lease terms range from three to eleven years, and generally require tenants to pay their pro rata share of increases in operating expenses, including real estate taxes and maintenance costs over base year expenses.
In May 1994, the Joint Venture completed a modification of the mortgage loans (which matured in December 1993) on the Peninsula Office Park properties. The interest accrual and pay rates under the loans were reduced from 9.875% to 9.5%, and from 9% to 8.25%, respectively, and the maturity date was extended. During the loan term, the Joint Venture was prohibited from making cash distributions to its partners. The Partnership paid a $400,000 fee to the lender as part of the restructuring.
Activity in the Excess of Distributions and Losses over Cost of Investments in Partnerships is as follows:
The Partnership was not entitled to any equity in losses of the Office Partnership in 1996, 1995 or 1994. Accordingly, equity in losses includes only the Partnership's 49.9% share of the losses of the Joint Venture, adjusted to include 100% of the depreciation of the excess of the cost of the Partnership's investment in the Joint Venture over the underlying equity in net assets at the date of acquisition.
6. Related Party Transactions
Prior to 1991, the Partnership borrowed funds from an affiliate of Realty to fund working capital needs and capital expenditures at certain properties. In May 1996, the Partnership repaid $2,770,000 from the proceeds of the sale of certain of the Braker Center properties. In July 1996, the remaining balance, approximately $400,000, was repaid from the proceeds from the sale of the Hotel. Interest expense, calculated at the prime rate, was $101,927, $263,976 and $196,923 in 1996, 1995 and 1994, respectively.
Additionally, in conjunction with the Hotel mortgage note payable, an affiliate of Realty guaranteed a maximum of $5,350,000 of the first mortgage debt. Advances (all of which were made prior to 1994) by the guarantor to the first mortgage lender under this guaranty (which constituted loans from the guarantor to the Partnership) totaling approximately $3.2 million (including approximately $900,000 of accrued interest) were repaid from the proceeds from the sale of the Hotel. Interest expense, calculated at the prime rate, was $136,723, $244,619 and $182,771 in 1996, 1995 and 1994, respectively.
The Managing General Partner is entitled to receive a management fee based on a percentage of distributable cash (as defined in the Partnership Agreement). Because there was no distributable cash, the Managing General Partner did not receive a fee for the years ended December 31, 1996, 1995 or 1994. Prior to 1996, $422,987 of pre-1991 management fees remained unpaid and the General Partners deferred receipt of pre-1991 cash distributions totalling $262,316. In the third quarter of 1996, the Managing General Partner determined that such amounts should not be paid and the General Partners waived any claims thereto.
Realty performs administrative functions, processes investor transactions and prepares tax information for the Partnership. For 1996, 1995 and 1994, the Partnership incurred fees of approximately $179,000, $204,000 and $178,000, respectively. These amounts are included in general and administrative expense.
An affiliate of the Partnership's joint venture partner at Braker Center had funded shortfall loans to the property. In 1994, the balance due to the affiliate of $19,200 was repaid.
Entities controlled by officers of Realty earned approximately $36,000 in 1994, for providing asset management services. In May 1994, such entities agreed to terminate these fees.
7. Litigation
Various public partnerships sponsored by Realty (including the Partnership and its Managing General Partner) are defendants in purported class action lawsuits pending in state and federal courts. The complaints allege a number of claims, including breach of fiduciary duty, fraud and misrepresentation, and seek an accounting of profits, compensatory and other damages in an unspecified amount, possible liquidation of the Partnership under a receiver's supervision and other equitable relief. The defendants are vigorously defending these actions. It is impossible to predict the effect, if any, the outcome of these actions might have on the Partnership's financial statements.
ITEM 9.
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 which has no directors or executive 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 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 53, is a Managing Director of Dean Witter Realty Inc. and has been with Dean Witter Realty Inc. since 1982. He is an Executive Vice President of Dean Witter Reynolds Inc.
E. Davisson Hardman, Jr., age 47, is a Managing Director of Dean Witter Realty Inc, and has been with Dean Witter Realty Inc. since 1982.
Lawrence Volpe, age 49, 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 45, is a Director and the Secretary of Dean Witter Realty Inc. He is a Senior Vice President and Associate General Counsel of Dean Witter, Discover & Co. and of 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 a share of 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 have not received cash distributions for the period 1988 through 1996. Prior to 1996, $422,987 of pre-1991 management fees remained unpaid and the General Partners deferred receipt of pre-1991 cash distributions totalling $262,316. In the third quarter of 1996, the Managing General Partner determined that such amounts should not be paid and the General Partners waived any claims thereto.
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 6 to the 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 March 17, 1997:
(3) Amount of (1) (2) Nature of Name Title of Class Owner Beneficial Ownership of Beneficial
Limited Partnership All directors and executive * Interests officers of the Managing General Partner, as a group
*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.
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 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. ("Realty"), 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 Growth Properties Inc., which is a wholly-owned subsidiary of Realty. The limited partner of the Associate General Partner is LSP, L.P., a Delaware limited partnership. Realty and certain current and former officers and directors of the Managing General Partner are partners of LSP, 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 General Partners and their affiliates were paid certain fees and reimbursed for certain expenses. In addition, affiliates of the General Partners have ownership interest in certain properties. Information concerning these transactions is contained in the Notes to Consolidated 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.
The Managing General Partner is entitled to receive a management fee based on a percentage of distributable cash (as defined in the Partnership Agreement). Because there was no distributable cash, the Managing General Partner did not receive a fee for the years ended December 31, 1996, 1995 or 1994. Prior to 1996, $422,987 and pre-1991 management fees remained unpaid and the General Partners deferred receipt of pre-1991 cash distributions totalling $262,316. In the third quarter of 1996, the Managing General Partner determined that such amounts should not be paid and the General Partners waived any claims thereto.
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 Schedule (see Index to Financial Statements filed as part of Item 8 of this Annual Report).
3. Exhibits (3)(a) Amended and Restated Agreement of Limited Partnership dated as of July 12, 1985 set forth in Exhibit A to the Prospectus included in Registration Statement Number 2- 96767 is incorporated herein by reference.
(3)(b) Certificate of Limited Partnership dated as of July 12, 1985 incorporated by reference in Registration Statement Number 2-96767 is incorporated herein by reference.
(4)(a) Amended and Restated Agreement of Limited Partnership dated as of July 12, 1985 set forth in Exhibit A to the Prospectus included in Registration Statement Number 2- 96767 is incorporated herein by reference.
(4)(b) Certificate of Limited Partnership dated as of July 12, 1985 incorporated by reference in Registration Statement Number 2-96767 is incorporated herein by reference.
(10)(a) Partnership Agreement of TWC Ten, Ltd. was filed as Exhibit 10(b) to Registration Statement No. 2-96767 and is incorporated herein by reference.
(b) Partnership Agreement of TWC Eleven, Ltd. was filed as Exhibit 10(c) to Registration Statement No. 2-96767 and is incorporated herein by reference.
(c) Amended and Restated Partnership Agreement of Bayport, Ltd. filed as Exhibit b to Registrant's current report on Form 8-K, dated July 15, 1985 (Commission File No. 0- 18151), is incorporated herein by reference.
(d) General Partnership Agreement of TWC Eleven, Ltd. dated as of August 29, 1985 filed as Exhibit 10(d) to Registrant's Annual Report Form 10-K for the year ended December 31, 1995 is incorporated herein by reference.
(e) First Amendment to the General Partnership Agreement of TWC Eleven, Ltd. dated as of June 19, 1987 filed as Exhibit 10(e) to Registrant's Annual Report Form 10-K for the year ended December 31, 1995 is incorporated herein by reference.
(f) Second Amended and Restated Agreement of Limited Partnership of TWC Ten, Ltd. dated as of July 19, 1993 filed as Exhibit 10(f) to Registrant's Annual Report Form 10-K for the year ended December 31, 1995 is incorporated herein by reference.
(g) Partnership Agreement of Braker Lane III Associates was filed as Exhibit 10(a) to Registration Statement No. 2- 96767 and is incorporated herein by reference.
(h) Amended and Restated Partnership Agreement of L.S. Braker Associates filed as Exhibit b to Registrants current report on Form 8-K dated July 15, 1985 (Commission File No 0-18151) is incorporated herein by reference.
(i) Partnership Agreement of Peninsula/DW Associates dated December 27, 1985 filed as Exhibit c to Registrants' current report on Form 8-K dated December 27, 1985 (Commission File No 0-18151) is incorporated herein by reference.
(j) Amended and Restated Agreement of Limited Partnership of Campus Drive Investment Company, dated as of December 27, 1985 filed as Exhibit 10(j) to Registrant's Annual Report Form 10-K for the year ended December 31, 1995 is incorporated herein by reference.
(k) Amended and Restated Agreement of Limited Partnership of Peninsula Office Park, dated as of December 27, 1985 filed as Exhibit 10(k) to Registrant's Annual Report Form 10-K for the year ended December 31, 1995 is incorporated herein by reference.
(l) Agreement of Sale, dated August 3, 1995, with respect to the sale of the warehouse and the undeveloped land at Braker Center filed as Exhibit 2 to the Registrant's current report on Form 8-K dated September 1, 1995 (Commission File No. 0-18151) and is incorporated herein by reference.
(m) Second Amended and Restated Management Agreement, dated January 26, 1995, between TWC Eleven, Ltd. and Hyatt Corporation filed as Exhibit 1 to Registrant's current report on Form 8-K dated July 18, 1996 (Commission File No. 0-18151) and is incorporated herein by reference.
(n) Purchase and Sale Agreement dated as of September 30, 1996 by and among Peninsula/DW Associates, William Wilson III, Peninsula Office Park and Campus Drive Investment Company filed as Exhibit 2 to Registrants current report on Form 8-K dated December 19, 1996 (Commission File No. 0-18151) and is incorporated herein by reference.
(21) Subsidiaries: TWC Eleven Limited Partnership, a Florida Limited Partnership. L.S. Braker Associates, a Texas Limited Partnership.
(27) Financial Data Schedule.
(c) See 3a. above.
(d) 1. Financial Statements of TWC Ten Limited Partnership which owns the office building located in Tampa, Florida.
SCHEDULE III
DEAN WITTER REALTY GROWTH PROPERTIES, L.P.
Real Estate and Accumulated Depreciation
December 31, 1996
Note:
(A) Reconciliation of real estate owned at December 31:
1996 1995 1994
Balance at beginning of period $ 51,911,951 $68,852,278 $72,046,998
Additions (deletions) during period: Improvements 106,350 671,880 589,225 Write-offs - (1,212,412) -
Real estate lost through transfer of Partnership interest - - (3,783,945)
Sale of real estate (52,018,301) - -
Transfer to real estate held for sale - (11,127,564) -
Change from consolidation to equity accounting - (5,272,231) -
Balance at end of period $ - $ 51,911,951 $68,852,278
(B) Reconciliation of accumulated depreciation:
1996 1995 1994
Balance at beginning of period $ 20,984,839 $22,452,497 $20,687,639
Depreciation expense 1,063,723 2,119,206 2,129,520
Retirements - (1,212,412) -
Write-off due to transfer of Partnership interest - - (364,662)
Write-off due to sale of real estate (22,048,562) (1,262,366) -
Change from consolidation to equity accounting - (1,112,086) -
Balance at end of period $ - $20,984,839 $22,452,497
/TABLE
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 GROWTH PROPERTIES, L.P.
By: Dean Witter Realty Growth Properties Inc. Managing General Partner
By: /s/E. Davisson Hardman, Jr. Date: March 26, 1997 E. Davisson Hardman, Jr. President
By: /s/Lawrence Volpe Date: March 26, 1997 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 GROWTH PROPERTIES INC. Managing General Partner
/s/William B. Smith Date: March 26, 1997 William B. Smith Chairman of the Board of Directors
/s/E. Davisson Hardman, Jr. Date: March 26, 1997 E. Davisson Hardman, Jr. Director
/s/Lawrence Volpe Date: March 26, 1997 Lawrence Volpe Director
/s/Ronald T. Carman Date: March 26, 1997 Ronald T. Carman Director
DEAN WITTER REALTY GROWTH PROPERTIES, L.P.
Year Ended December 31, 1996
Exhibit Index Exhibit No. Description
(3)(a) Amended and Restated Agreement of Limited Partnership dated as of July 12, 1985 set forth in Exhibit A to the Prospectus included in Registration Statement Number 2-96767 is incorporated herein by reference.
(3)(b) Certificate of Limited Partnership dated as of July 12, 1985 incorporated by reference in Registration Statement Number 2-96767 is incorporated herein by reference.
(4)(a) Amended and Restated Agreement of Limited Partnership dated as of July 12, 1985 set forth in Exhibit A to the Prospectus included in Registration Statement Number 2-96767 is incorporated herein by reference.
(4)(b) Certificate of Limited Partnership dated as of July 12, 1985 incorporated by reference in Registration Statement Number 2-96767 is incorporated herein by reference.
(10)(a) Partnership Agreement of TWC Ten, Ltd. was filed as Exhibit 10(b) to Registration Statement No. 2- 96767 and is incorporated herein by reference.
(b) Partnership Agreement of TWC Eleven, Ltd. was filed as Exhibit 10(c) to Registration Statement No. 2-96767 and is incorporated herein by reference.
(c) Amended and Restated Partnership Agreement of Bayport, Ltd. filed as Exhibit b to Registrant's current report on Form 8-K, dated July 15, 1985 (Commission File No. 0-18151), is incorporated herein by reference.
(d) General Partnership Agreement of TWC Eleven, Ltd. dated as of August 29, 1985 filed as Exhibit 10(d) to Registrant's Annual Report Form 10-K for the year ended December 31, 1995 is incorporated herein by reference.
E1
DEAN WITTER REALTY GROWTH PROPERTIES, L.P.
Year Ended December 31, 1997
Exhibit Index
(continued)
Exhibit No. Description
(e) First Amendment to the General Partnership Agreement of TWC Eleven, Ltd. dated as of June 19, 1987 filed as Exhibit 10(e) to Registrant's Annual Report Form 10-K for the year ended December 31, 1995 is incorporated herein by reference.
(f) Second Amended and Restated Agreement of Limited Partnership of TWC Ten, Ltd. dated as of July 19, 1993 filed as Exhibit 10(f) to Registrant's Annual Report Form 10-K for the year ended December 31, 1995 is incorporated herein by reference.
(g) Partnership Agreement of Braker Lane III Associates was filed as Exhibit 10(a) to Registration Statement No. 2-96767 and is incorporated herein by reference.
(h) Amended and Restated Partnership Agreement of L.S. Braker Associates filed as Exhibit b to Registrants current report on Form 8-K dated July 15, 1985 (Commission File No 0-18151) is incorporated herein by reference.
(i) Partnership Agreement of Peninsula/DW Associates dated December 27, 1985 filed as Exhibit c to Registrants' current report on Form 8-K dated December 27, 1985 (Commission File No 0-18151) is incorporated herein by reference.
(j) Amended and Restated Agreement of Limited Partnership of Campus Drive Investment Company, dated as of December 27, 1985 filed as Exhibit 10(j) to Registrant's Annual Report Form 10-K for the year ended December 31, 1995 is incorporated herein by reference.
E-2
DEAN WITTER REALTY GROWTH PROPERTIES, L.P.
Year Ended December 31, 1997
Exhibit Index
(continued)
Exhibit No. Description
(k) Amended and Restated Agreement of Limited Partnership of Peninsula Office Park, dated as of December 27, 1985 filed as Exhibit 10(k) to Registrant's Annual Report Form 10-K for the year ended December 31, 1995 is incorporated herein by reference.
(l) Agreement of Sale, dated August 3, 1995, with respect to the sale of the warehouse and the undeveloped land at Braker Center filed as Exhibit 2 to the Registrant's current report on Form 8-K dated September 1, 1995 (Commission File No. 0- 18151) and is incorporated herein by reference.
(m) Second Amended and Restated Management Agreement, dated January 26, 1995, between TWC Eleven, Ltd. and Hyatt Corporation filed as Exhibit 1 to Registrant's current report on Form 8-K dated July 18, 1996 (Commission File No. 0-18151) and is incorporated herein by reference.
(n) Purchase and Sale Agreement dated as of September 30, 1996 by and among Peninsula/DW Associates, William Wilson III, Peninsula Office Park and Campus Drive Investment Company filed as Exhibit 2 to Registrants current report on Form 8-K dated December 19, 1996 (Commission File No. 0-18151) and is incorporated herein by reference.
(27) Financial Data Schedule
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