ITEM 1. BUSINESS
Dean Witter/Coldwell Banker Tax Exempt Mortgage Fund, L.P. (the "Partnership"), is a limited partnership formed in August 1986 under the Uniform Limited Partnership Act of the State of Delaware to invest in a portfolio of federally tax-exempt revenue bonds. These bonds, which are commonly known as industrial development or revenue bonds, are issued as special obligations of various state or local governments or their agencies or authorities. The proceeds of such bonds were used to fund mortgage loans to finance the construction and/or ownership of income-producing multi-family residential properties. Each of the revenue bonds is primarily secured by the real property financed by the mortgage loan.
TEMPO-GP Inc. (the "General Partner"), a Delaware corporation which is wholly-owned by Dean Witter, Discover & Co. ("DWD") is the sole general partner of the Partnership. The General Partner manages and controls the affairs of the Partnership. The terms of the transactions between the Partnership and the General Partner and its affiliates are set forth in the financial statements in Item 8 and in Item 13 below.
TEMPO-LP Inc. (the "Limited Partner"), a Delaware corporation wholly-owned by DWD, is the sole limited partner of the Partnership. The Limited Partner assigned its interests in the Partnership to investors; such interests are represented by assigned benefit certificates ("ABCs"). The Limited Partner acts as nominee or agent for the investors with respect to matters pertaining to the Partnership. The Limited Partner has no power to conduct any other business or investment activity. The Partnership and the Limited Partner are sometimes collectively referred to herein as the "Registrants".
In 1986, the Partnership issued 7,454,110 units of ABCs with gross proceeds from the offering of $149,082,200. The offering has been terminated and no additional ABCs will be sold.
The proceeds from the offering were used to purchase ten series of revenue bonds which funded the development of eight multi-family residential properties (the "Properties"). The terms of the mortgage loans funded by the revenue bonds mirror the terms of the corresponding revenue bonds. The mortgage loans are obligations of the respective owners of the Properties and are collateralized by first mortgages on the Properties. The revenue bonds are non- recourse with respect to the issuers of the bonds. The revenue bonds and the related mortgage loans and Properties are described in Item 2
Item 2 and the Notes to the financial statements in Item 8.
In order to protect the tax-exempt status of the revenue bonds, the owners of the Properties are required to enter into certain agreements to own, manage and operate the Properties in accordance with the requirements of the Internal Revenue Code.
The federally tax-exempt interest may be an item of tax preference for purposes of the federal alternative minimum tax. The Partnership may also generate other taxable income for all investors from time to time; however, such amounts are expected to be nominal.
The Partnership considers its business to include one industry segment, investing in federally tax-exempt revenue bonds. Financial information regarding the Partnership is set forth in the Partnership's financial statements in Item 8 below.
The Partnership has the right to require the issuers of the bonds to repurchase them within approximately twelve to fifteen years after completion of construction of the related properties. The Partnership anticipates holding the revenue bonds for approximately fourteen to seventeen years; however, the Partnership may retain the bonds for a longer period of time if market conditions so warrant.
The issuers of the revenue bonds also have the right to prepay the bonds approximately eight to ten years after their issuance.
The Partnership's business is indirectly affected by competition to the extent that Properties may be subject to competition from neighboring properties. Further information regarding competition in the markets where the Properties are located is set forth in Item 7, "Management's Discussion and Analysis of Financial Conditions and Results of Operations".
The Registrants have no employees.
All of the Registrants' business is conducted in the United States.
ITEM 2. PROPERTIES
The Registrants' principal offices are located at Two World Trade Center, New York, New York 10048. The Registrants have no other offices.
The following table lists the revenue bonds the Partnership has purchased and the corresponding mortgage loans and Properties:
1. The Partnership and an affiliate of the General Partner each own a 50% interest in the entity which owns the property. The property consists of land and two high-rise buildings containing 396 units.
2. The Partnership and an affiliate of the General Partner each own a 50% interest in the entity which owns the property. The property consists of land and 30 buildings containing 476 units.
3. The Partnership and Fountain Head Partners, an unaffiliated party, each own a 50% interest in the entity which owns the property. The property consists of land and eight buildings containing 112 units.
The carrying values and the terms of the revenue bonds and the mortgage loans are described in the Notes to the financial statements in Item 8 below.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
On October 7, 1996, 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, Dean Witter, Discover & Co., Dean Witter Reynolds Inc. and others as defendants (the "Consolidated Class Action") was filed in the Delaware Court of Chancery for New Castle County. The 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 the Complaint on December 10, 1996.
On or about August 27, 1996, David Johnson, an ABC Holder in the Partnership, filed a petition in the Circuit Court of Jackson County, Missouri, at Kansas City against the Partnership and the General Partner. The action seeks access to the list of ABC holders and Limited Partners in the Partnership and unspecific damages for alleged breaches of fiduciary duty by the General Partner in connection with the refusal to provide such list. The Partnership and TEMPO-GP, Inc. believe that they have good defenses in the action.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF ABC HOLDERS
No matter was submitted during the fourth quarter of the fiscal year to a vote of ABC holders.
PART II
ITEM 5.
ITEM 5. MARKET FOR THE REGISTRANT'S ASSIGNED BENEFIT CERTIFICATES AND RELATED ABC HOLDER MATTERS
An established public trading market for the ABCs 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 an ABC at any given date is not available. However, the Partnership does allow the ABC holders (the "Investors") to transfer their ABCs.
As of March 17, 1997, there were 7,934 Investors.
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 net interest income, as defined, is distributed 98% to the Investors and 2% to the General Partner, until the Investors have received for each year, an annual return of 9.5%. Thereafter, distributable net interest income will be paid 90% to the Investors and 10% to the General Partner.
Repayments of revenue bond principal will generally be distributed 100% to the Investors. Payments of base and contingent interest (see Note 4 to the financial statements in Item 8 below) on maturity or sale of bonds will generally be distributed, first; 98% to the Investors and 2% to the General Partner, until the Investors have received in the aggregate $20.00 per ABC plus distributions sufficient to provide an average cumulative noncompounded return of 9.5% per annum; and thereafter, 90% to the Investors and 10% to the General Partner. During the years ended December 31, 1996 and 1995, the Partnership did not distribute any sale or financing proceeds.
During the year ended December 31, 1996, the Partnership paid cash distributions aggregating $9,317,637 with $9,131,285 ($1.23 per ABC) distributed to the Investors and $186,352 to the General Partner. During the year ended December 31, 1995, the Partnership paid cash distributions aggregating $7,321,000 with $7,174,581 ($0.96 per ABC) distributed to the Investors and $146,419 to the General Partner.
On February 11, 1997, the Partnership paid the fourth quarter distribution of $2,424,077 to the Investors ($0.325 per ABC) and $49,441 to the General Partner.
The Partnership anticipates making regular distributions to its partners in the future.
The sole shareholder of TEMPO-LP, Inc. is DWD.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
The following sets forth a summary of selected financial data for the Partnership:
1. Includes a $17.3 million loss on impairment recorded for the Park at Landmark and Burlington Arboretum Apartments revenue bonds properties. See Note 4 to the Financial Statements in Item 8.
2. Distributions paid to the Investors include a return of capital per ABC of $1.23, $.96, $.85, $.925 and $.33 for the years ended December 31, 1996, 1995, 1994, 1993 and 1992, respectively, calculated as the excess of cash distributed per ABC over accumulated earnings per ABC not previously distributed.
The above financial data should be read in conjunction with the financial statements and Notes in Item 8.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Liquidity and Capital Resources
The Partnership raised $149,082,200 in a public offering of 7,454,110 ABCs which terminated in 1987. The Registrants have no plans to raise additional capital.
The Partnership purchased ten series of revenue bonds, the proceeds of which funded the development of the Properties. The Partnership's acquisition program has been completed. No additional investments are planned.
Cash flow generated by the Properties is the primary source of all payments due the Partnership under the terms of the revenue bonds, which are collateralized by the Properties.
The Partnership's business is indirectly affected by competition to the extent that the Properties may be subject to competition from neighboring properties.
Continued moderate economic growth has resulted in steady demand for apartment units during 1996, although at a slower rate than in 1995. In general, rental rates did not increase significantly during 1996 due to competition from new apartment projects and the relative affordability of single-family housing. Development of new apartments appears to be shifting out of certain areas of the Southwest, where building was prominent during 1995, and is increasing in some Midwest, Northeast and West coast markets.
Based on an assessment of the projected cash flow from operations of the Partnership's investments and anticipated future cash needs, the Partnership determined that it could distribute a portion of its existing cash reserves. Accordingly, the Partnership increased the annual cash distribution rate from 5% to 6%, beginning with the distribution for the fourth quarter of 1995, which was paid in February 1996, and increased it to 6.5%, beginning with the distribution for the third quarter of 1996, which was paid in November 1996.
The revenue bonds and the related mortgage loans and properties are described in Note 4 to the financial statements in Item 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
DEAN WITTER/COLDWELL BANKER TAX EXEMPT MORTGAGE FUND, L.P.
INDEX
(a) Financial Statements
Independent Auditors' Report Balance Sheets at December 31, 1996 and 1995 Statements of Operations for the years ended December 31, 1996, 1995 and 1994 Statements of Partners' Capital for the years ended December 31, 1996, 1995 and 1994 Statements of Cash Flows for the years ended December 31, 1996, 1995 and 1994 Notes to Financial Statements
TEMPO-LP, INC.
Independent Auditors' Report Balance Sheets at December 31, 1996 and 1995 Note to Balance Sheets
All schedules other than those indicated above have been omitted because either the required information is not applicable or the information is shown in the financial statements or notes thereto.
Independent Auditors' Report
To The Partners of Dean Witter/Coldwell Banker Tax Exempt Mortgage Fund, LP
We have audited the accompanying balance sheets of Dean Witter/Coldwell Banker Tax Exempt Mortgage Fund, LP (the "Partnership") as of December 31, 1996 and 1995, and the related statements of operations, partners' capital, and cash flows for each of the three years in the period ended December 31, 1996. 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/Coldwell Banker Tax Exempt Mortgage Fund, LP as of December 31, 1996 and 1995, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 1996 in conformity with generally accepted accounting principles.
/s/Deloitte & Touche LLP DELOITTE & TOUCHE LLP
March 26, 1997 New York, New York
The amortized cost basis of the revenue bonds was $107,922,089 at December 31, 1996 and 1995. Net unrealized gain on revenue bonds consisted of gross unrealized gains and losses of $7,498,238 and $4,723,606, respectively at December 31, 1996 and $3,152,980 and $2,439,843, respectively, at December 31, 1995.
General description of bonds
The terms of each revenue bond mirror the terms of the mortgage loan funded with proceeds from its issuance. The revenue bonds are collateralized by first mortgages on the underlying projects, and are non-recourse with respect to the issuers of the bonds.
Each bond bears interest at a rate which is comprised of three components: a minimum rate, a base rate, and a contingent rate. The minimum interest rate is the contractual rate each borrower must pay to avoid default. If a property generates cash flow from operations after payment of interest at the minimum rate, interest is payable at the base rate. Otherwise, interest at the base rate will be payable at maturity of the bonds, or from proceeds from the sale or refinancing of the property.
The Partnership may also earn contingent interest, the amount of which is based on the cash flow and sale or refinancing proceeds from the underlying Properties. Such interest, combined with the stated interest rates, may not exceed 16% (14% for the Burlington Arboretum bond).
There can be no assurance that the Partnership will be able to collect any or all base or contingent interest provided for under the revenue bonds. Interest income above the minimum rate is recorded only when the Partnership is paid such interest in cash.
The principal of each revenue bond is payable in a lump sum at maturity.
The Partnership has the right to require the issuers of the bonds to repurchase them within approximately twelve to fifteen years after completion of construction of the related properties. The Partnership anticipates holding the revenue bonds for approximately fourteen to seventeen years from inception; however, the Partnership may retain these bonds for a longer period of time if market conditions so warrant.
The issuers of the bonds also have the right to prepay the bonds approximately eight to ten years after their issuance.
Park at Landmark
The Partnership recorded provisions for uncollectible interest of $836,826, $773,447 and $1,074,591 in 1996, 1995 and 1994, respectively, which amounts approximate accrued but unpaid interest on the revenue bond. These amounts are recorded as a reduction of interest income from revenue bonds.
Summarized financial information for Landmark Acquisition Corp. is as follows (in thousands):
In 1990, the Partnership acquired an interest in Landmark Acquisition Corp. See Note 5.
SunBrook Apartments
In 1995, the Partnership recorded a provision for uncollectible interest of $40,214. In 1996 and 1994, the Partnership received approximately $4,000 and $42,000 more than required minimum debt service, respectively.
Summarized financial information for DWR SB Partnership ("DWR SB"), the entity which owns the Sunbrook property, is as follows (in thousands):
In 1992, the Partnership acquired an interest in DWR SB. See Note 5.
Burlington Arboretum Apartments
Burlington Arboretum Apartments, consisting of land and 312 apartments in 16 buildings, is owned by Burlington Arboretum Limited Partnership ("the "Owner"). On May 6, 1993, the general partner of the Owner was replaced; the new general partner committed a substantial amount of new capital, and the Partnership agreed to attempt to modify the revenue bond and related mortgage loan. However, the new general partner did not pay certain taxes and other liabilities incurred prior to May 6, 1993 and, in February 1994, the City of Burlington placed a lien on the property. This lien represented an event of default on the revenue bond.
In March 1994, the Owner did not pay all of its minimum debt service and required reserve payments; in response, the Partnership sent the Owner a notice of default. Pursuant to a settlement between the Partnership and the Owner, in April 1994, the Owner cured the defaults by paying the March debt service shortfall and an additional $105,000 to the Partnership. The Partnership then paid all past due taxes on behalf of the Owner, and the tax lien was removed.
The debt was modified, effective with the September 1, 1994 payment. The minimum interest rate was reduced from 7.25% to 5.35%, the earliest call date was extended to 2006, and the requirement for an operating deficit guaranty was eliminated. The base interest rate was unchanged, so the Partnership expects to continue to receive all of the cash flow from the property as interest.
The Partnership incurred costs of approximately $255,000 to remove the tax lien and modify the debt; these costs were included in general and administrative expenses in 1994.
Summarized financial information for the Burlington Arboretum Limited Partnership is as follows (in thousands):
Wildcreek Apartments
In 1996, Wildcreek paid the required minimum debt service and reserve payments in full and paid a portion of base interest. At December 31, 1995, the Partnership held approximately $265,000 as security for the bond. In 1996, the property met the requirements for release of the security.
Pine Club Apartments
In 1996 and 1995, Pine Club Apartments paid minimum debt service, and in 1996 paid a portion of base interest as well. The borrower provided a $500,000 letter of credit and a $250,000 guaranty by the owner/borrowers' partners as additional security for the bond. The guaranty is secured by a special limited partnership interest in Phase II of the development (in which the Partnership had no prior financial interest), and certain of the developer's fees from such development. The General Partner has a 6% special limited partnership interest in the Phase II development. During 1996, the property satisfied the conditions necessary for release of the letter of credit.
Township in Hampton Woods
In July 1995, the Partnership was notified that the owner of the property, American First REIT Inc. ("AFREIT"), was merged into Mid- America Apartment Communities, Inc. REIT, without the Partnership's consent. This represented a loan default, and a notice of default was sent to AFREIT. In December 1995, the Partnership negotiated a settlement with Mid-America in which Mid-America agreed to pay $108,000 in additional contingent interest (which was received in January 1996) and the first allowable loan prepayment date was extended to June 1997. The Partnership has been notified by AFREIT that it will prepay the loan in June 1997.
5. Investments in Property-Owning Investees
Park at Landmark
As a result of a default by the owner of the Park at Landmark property, in 1990, the Partnership and an affiliate of the General Partner each acquired a 50% ownership interest in Landmark Acquisition Corp. The Partnership also drew $1,000,000 against the letter of credit which the borrower had provided as additional security, and applied the funds against the principal of the bond. The Partnership receives all of the cash flow from the property, which consists of land and 396 apartments in two high-rise buildings.
The Partnership includes in its equity in losses of property-owning investees 100% of Landmark Acquisition Corp.'s operating results because substantially all of the cash flow and other economic benefits (if any) from this entity are expected to accrue to the Partnership.
SunBrook Apartments
SunBrook Apartments was acquired by DWR SB, a partnership owned 50% by the Partnership and 50% by an affiliate of the General Partner, as part of a bankruptcy settlement in May 1992. The Partnership receives all of the cash flow from the property, which consists of land and 476 apartments in 30 buildings.
The Partnership includes in its equity in losses of property-owning investees 100% of DWR SB's operating results because substantially all of the cash flow and other economic benefits (if any) from this entity are expected to accrue to the Partnership.
Fountain Head Apartments
Fountain Head Apartments, consisting of land and 112 apartments in eight buildings, are owned by Fountain Head Acquisition Corp., which is owned 50% each by the Partnership and Fountain Head Partners, an unaffiliated party. The Partnership accounts for its investment on the equity method.
Pursuant to an agreement among the owners, through December 31, 1996, the Partnership had advanced $90,000 and Fountain Head Partners had advanced $65,000 to Fountain Head Acquisition Corp to fund cash flow deficits. As of December 31, 1996, Fountain Head Partners is obligated to fund an additional $26,500 of deficiencies, if necessary.
Fountain Head Partners did not pay its share of certain necessary building improvement costs totalling $271,000 in 1994; the Partnership paid these costs. The Partnership and Fountain Head Partners had an arbitration hearing in which the Partnership sought 50% reimbursement from Fountain Head Partners; the arbitrators denied the Partnership's request for immediate reimbursement, but permitted the Partnership to recover approximately $85,000 of the total cost of the improvements from the property's replacement reserve, and the remainder from the cash flow from the property before any distributions are paid to the owners.
6. Related Party Transactions
An affiliate of the General Partner performs bond servicing and administrative functions, processes investor transactions and prepares tax information for the Partnership. The Partnership incurred approximately $516,000 in each of 1996, 1995 and 1994 for these services. As of December 31, 1996, the affiliate was owed approximately $16,000 for these services.
Another affiliate of the General Partner earned fees of $101,844, $104,635 and $99,512 for the management of the Park at Landmark property during 1996, 1995 and 1994, respectively. As of December 31, 1996, the affiliate was owed approximately $34,000. 7. Litigation
On October 7, 1996, a class action lawsuit naming various public real estate partnerships sponsored by Realty (including the Partnership and its Managing General Partner), Realty, Dean Witter, Discover & Co., Dean Witter Reynolds Inc. and others as defendants was filed in the Delaware Court of Chancery for New Castle County. The 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 the complaint on December 10, 1996. It is impossible to predict the effect, if any, the outcome this action might have on the Partnership's financial statements.
On or about August 27, 1996, an ABC Holder in the Partnership, filed a petition against the Partnership and the General Partner. The action seeks access to the list of ABC holders and Limited Partners in the Partnership and unspecified damages for alleged breaches of fiduciary duty by the General Partner in connection with the refusal to provide such list. The Partnership and the General Partner believe that they have good defenses in the action.
8. Cash Distribution
On February 11, 1997, the Partnership paid a cash distribution of $2,424,077 to the Investors ($0.325 per ABC) and $49,441 to the General Partner.
Independent Auditors' Report
To the Board of Directors and Stockholders of TEMPO-LP, Inc.:
We have audited the accompanying balance sheets of TEMPO-LP, Inc. (the "Company") as of December 31, 1996 and 1995. These financial statements are the responsibility of the Company'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 balance sheets are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the balance sheets. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall balance sheet presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such balance sheets present fairly, in all material respects, the financial position of TEMPO-LP, Inc. as of December 31, 1996 and 1995, in conformity with generally accepted accounting principles.
/s/Deloitte & Touche LLP DELOITTE & TOUCHE LLP
March 26, 1997 New York, New York
TEMPO-LP, INC.
BALANCE SHEETS
December 31, 1996 and 1995
ASSETS 1996 1995
Cash $ 900 $ 900
Investment in Partnership, at cost 100 100
$1,000 $1,000
STOCKHOLDERS' EQUITY
Common stock, $1 par value, 1,000 shares authorized and outstanding $1,000 $1,000
See accompanying note. /TABLE
TEMPO-LP, INC.
NOTE TO BALANCE SHEETS
December 31, 1996 and 1995
1. Organization
TEMPO-LP, Inc. (the "Corporation"), was formed in April 1986 to be the limited partner of the Dean Witter/Coldwell Banker Tax Exempt Mortgage Fund, L.P. (the "Partnership"). The Partnership issued limited partnership interests to the Corporation, which in turn assigned those limited partnership interests to investors. Investors received assigned benefit certificates to represent the limited partnership interests assigned to them. The Corporation has had no activity since assignment of the limited partnership interests in 1986.
The Corporation's capital stock is owned by Dean Witter, Discover & Co.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES
None.
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANTS
The Partnership is a limited partnership which has no directors or executive officers.
The directors and executive officers of both the General Partner and Limited Partner are as follows:
Name Position
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 shareholder of the General Partner and Limited Partner or until their successors are elected and qualify. Each of the executive 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 Partner is entitled to receive a share of cash distributions, when and as cash distributions are made to the Limited Partner, and a share of taxable income or tax loss, if any. Descriptions of such distributions and allocations are in Item 5 above. The General Partner received cash distributions of $186,352, $146,419 and $129,306 during the years ended December 31, 1996, 1995 and 1994, respectively.
All of the distributions to the Limited Partner are assigned and paid to the Investors.
Certain affiliates of the General Partner 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 General Partner and the Limited Partner received no remuneration 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 ABCs.
(b) The executive officers and directors of the General Partner and the Limited Partner do not own any ABCs as of March 17, 1997.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The General Partner's share of cash distributions and income or loss is described in Item 5 above.
All of the outstanding shares of common stock of the General Partner and the Limited Partner are owned by Dean Witter, Discover & Co. Additional information with respect to the directors and executive officers and compensation of the General Partner and Limited Partner is contained in Items 10 and 11 above.
The General Partner and its 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 Partner and its affiliates are on terms as favorable as would be obtained from unrelated third parties.
The Park at Landmark property is owned by Landmark Acquisition Corp. The Partnership owns 50% of the common stock of the corporation; an affiliate of the General Partner owns the remaining 50%.
The SunBrook Apartments property is owned by DWR SB Partnership. The Partnership owns 50% of DWR SB Partnership; an affiliate of the General Partner owns the remaining 50%.
The Fountain Head Apartments property is owned by Fountain Head Acquisition Corp. The Partnership owns 50% of the corporation; an unaffiliated third party owns the remaining 50%.
PART IV
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) Documents filed as part of this report:
1. FINANCIAL STATEMENTS
Financial Statements of the Partnership (see Index to Financial Statements as part of Item 8 of this Annual Report).
Financial Statements of TEMPO-LP, Inc. (see Index to Financial Statements as part of Item 8 of this Annual Report).
2. SCHEDULES
Financial Statement Schedules of the Partnership and TEMPO- LP, Inc. (see Index to respective Financial Statements as part of Item 8 of this Annual Report).
3. EXHIBITS
(3)(a) (i) Certificate of Incorporation of TEMPO-LP, Inc. Incorporated by reference to Exhibit 3(a) to Registrants' Registration Statement, No 33-6216, filed on June 4, 1986.
(ii) Certificate of Amendment of Certificate of Incorporation of TEMPO-LP, Inc. Incorporated by reference to Exhibit 3(a)(ii) to Pre- Effective Amendment No. 1 to Registrants' Registration Statement, No. 33-6216, filed on August 25, 1986.
(3)(b) Bylaws of TEMPO-LP, Inc. Incorporated by reference to Exhibit 3(b) of Registrants' Registration Statement, No. 33-6216, filed on June 4, 1986.
(3)(c) Certificate of Limited Partnership of Dean Witter/ Coldwell Banker Tax Exempt Mortgage Fund L.P.Incorporated by reference to Exhibit 4(a)(i) to Pre-Effective Amendment No. 1 to Registrants' Registration Statement, No. 33-6216, filed on August 25, 1986.
(3)(d) Form of Agreement of Limited Partnership. Incorporated by reference to Exhibit D to Registrants' Prospectus, dated October 8, 1986, included in the Registrants' Registration Statement No. 33-6216.
(4)(a) Certificate of Limited Partnership of Dean Witter/ Coldwell Banker Tax Exempt Mortgage Fund L.P. Incorporated by reference to Exhibit 4(a)(i) to Pre-Effective Amendment No. 1 to Registrants' Registration Statement, No. 33-6216, filed on August 25, 1986.
(4)(b) Form of Assigned Benefit Certificate. Incorporated by reference to Exhibit 4(c) to Pre-Effective Amendment No. 1 to Registrants' Registration Statement, No. 33-6216, filed on August 25, 1986.
(4)(c) Revised Form of Assigned Benefit Certificate. Incorporated by reference to Exhibit 4(c) to Registrants' Annual Report on Form 10- K for the fiscal year ended December 31, 1986.
(4)(d) Form of Assignment Agreement. Incorporated by reference to Exhibit 4(d) to Registrants' Annual Report on Form 10-K for the fiscal year ended December 31, 1986.
(4)(e) Form of Agreement of Limited Partnership. Incorporated by reference to Exhibit D to Registrants' Prospectus, dated October 8, 1986, included in the Registrants' Registration Statement, No. 33-6216.
(10)(a) Mortgage bond, dated March 12, 1987, with respect to Park at Landmark. Incorporated by reference to Exhibit 10 (a) in Registrants' Report on Form 8-K, Commission File No. 0-15764, dated March 12, 1987.
(10)(b) Mortgage bond, dated July 16, 1987, with respect to Wildcreek Apartments. Incorporated by reference to Exhibit 10 (a) in Registrants' Report on Form 8-K,Commission File No. 0-15764, dated July 16, 1987.
(10)(c) Mortgage bond, dated September 22, 1987, with respect to Burlington Arboretum Apartments. Incorporated by reference to Exhibit 10 (a) in Registrants' Report on Form 8- K,Commission File No. 0-15764, dated September 22, 1987.
(10)(d) Mortgage bond, dated December 16, 1987, with respect to SunBrook Apartments. Incorporated by reference to Exhibit 10 (a) in Registrants' Report on Form 8-K,Commission File No. 0-15764, dated December 16, 1987.
(10)(e) Mortgage bond, dated December 21, 1987, with respect to Highridge Apartments. Incorporated by reference to Exhibit 10 (a) in Registrants' Report on Form 8-K,Commission File No. 0-15764, dated December 21, 1987.
(10)(f) Mortgage bond, dated December 31, 1987, with respect to Fountain Head Apartments. Incorporated by reference to Exhibit 10 (a) in Registrants' Report on Form 8-K,Commission File No. 0-15764, dated December 31, 1987.
(10)(g) Mortgage bond, dated September 23, 1988, with respect to Pine Club Apartments. Incorporated by reference to Exhibit 10 (a) in Registrants' Report on Form 8-K,Commission File No. 0-15764, dated September 23, 1988.
(10)(h) Mortgage bond, dated November 14, 1988, with respect to Township in Hampton Woods Apartments. Incorporated by reference to Exhibit 10 (a) in Registrants' Report on Form 8-K,Commission File No. 0-15764, dated November 14, 1988.
(10)(i) Amended mortgage bonds, dated July 29, 1994, with respect to Burlington Arboretum Apartments. Incorporated by reference to Exhibit 10(i) in Registrant's Report on Form 10-K for fiscal year ended December 31, 1995.
(21) Subsidiaries: Landmark Acquisition Corp., a Virginia Corporation SBA/DW/CBTemp. Inc., a Missouri Corporation
(b) No Forms 8-K were filed by the Partnership during the last quarter of the period covered by this report.
(d) Financial Statements Schedule
(1) Financial statements of Burlington Arboretum Limited Partnership.
(27) Financial Data Schedule SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrants has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
DEAN WITTER/COLDWELL BANKER TAX EXEMPT MORTGAGE FUND, L.P.
By: TEMPO-GP, 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 Partnership and in the capacities and on the dates indicated.
TEMPO-GP, 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
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrants has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
By: TEMPO-LP, Inc.
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 Partnership and in the capacities and on the dates indicated.
TEMPO-LP, Inc.
/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
Exhibit Index for Dean Witter/Coldwell Banker Realty Tax Exempt Mortgage Fund, L.P.
Exhibit No. Description
(3)(a)(i)* Certificate of Incorporation of TEMPO-LP, Inc. Incorporated by reference to Exhibit 3(a) to Registrants' Registration Statement, No. 33-6216, filed on June 4, 1986.
(ii)* Certificate of Amendment of Certificate of Incorporation of TEMPO-LP, Inc. Incorporated by reference to Exhibit 3(a)(ii) to Pre-Effective amendment No. 1 to Registrants' Registration Statement, No. 33-6216, filed on August 25, 1986.
(3)(b)* By laws of TEMPO-LP, Inc. Incorporated by reference to Exhibit 3(b) of Registrants' Statement, No. 33-6216, filed on June 4, 1986.
(3)(c)* Certificate of Limited Partnership of Dean Witter/Coldwell Banker Tax Exempt Mortgage Fund, L.P. Incorporated by reference to Exhibit 4(a)(i) to Pre-Effective Amendment No. 1 to Registrants' Registration Statement, No. 33-6216, filed on August 25, 1986.
(3)(d)* Form of Agreement of Limited Partnership. Incorporated by reference to Exhibit D to.
Registrants' Prospectus, dated October 8, 1986, included in the Registrants' Registration Statement No. 33-6216.
(4)(a)* Certificate of Limited Partnership of Dean Witter/Coldwell Banker Tax Exempt Mortgage Fund, L.P. Incorporated by reference to Exhibit 4(a)(i) to Pre-Effective Amendment No. 1 to Registrants' Registration Statement, No. 33-6216, filed on August 25, 1986.
(4)(b)* Form of Assigned Benefit Certificate. Incorporated by reference to Exhibit 4(c) to Pre-Effective Amendment No. 1 to Registrants' Registration Statement, No. 33-6216, filed on August 25, 1986.
(4)(c)* Revised Form of Assigned Benefit Certificate. Incorporated by reference to Exhibit 4(c) to Registrants' Annual Report on Form 10-K for the fiscal year ended December 31, 1986.
(4)(d)* Form of Assignment Agreement. Incorporated by reference to Exhibit 4(d) to Registrants' Annual Report on Form 10-K for the fiscal year ended December 31, 1986.
(4)(e)* Form of Agreement of Limited Partnership. Incorporated by reference to Exhibit D to Registrants Prospectus, dated October 8, 1986, included in the Registrants' Registration Statement, No. 33-6216.
(10)(a)* Mortgage bond, dated March 12, 1987, with respect to Park at Landmark. Incorporated by reference to Exhibit 10(a) in Registrants' Report on Form 8-K, Commission File No. 0-15764, dated March 12, 1987.
(10)(b)* Mortgage bond, dated July 16, 1987, with respect to Wildcreek Apartments. Incorporated by reference to Exhibit 10(a) in Registrants' Report on Form 8-K, Commission File No. 0-15764, dated July 16, 1987.
(10)(c)* Mortgage bond, dated September 22, 1987, with respect to Burlington Arboretum Apartments. Incorporated by reference to Exhibit 10(a) in Registrants' Report on Form 8-K, Commission File No. 0-15764, dated September 22, 1987.
(10)(d)* Mortgage bond, dated December 16, 1987, with respect to SunBrook Apartments. Incorporated by reference to Exhibit 10(a) in Registrants' Report on Form 8-K, Commission File No. 0-15764, dated December 16, 1987.
(10)(e)* Mortgage bond, dated December 21, 1987, with respect to Highridge Apartments. Incorporated by reference to Exhibit 10(a) in Registrants' Report on Form 8-K, Commission File No. 0-15764, dated December 21, 1987.
(10)(f)* Mortgage bond, dated December 31, 1987, with respect to Fountain Head Apartments. Incorporated by reference to Exhibit 10(a) in Registrants' Report on Form 8-K, Commission File No. 0-15764, dated December 31, 1987.
(10)(g)* Mortgage bond, dated September 23, 1988, with respect to Pine Club Apartments. Incorporated by reference to Exhibit 10(a) in Registrants' Report on Form 8-K, Commission File No. 0-15764, dated September 23, 1988.
(10)(h)* Mortgage bond, dated November 14, 1988, with respect to Township in Hampton Woods Apartments. Incorporated by reference to Exhibit 10(a) in Registrants' Report on Form 8-K, Commission File No. 0-15764, dated November 14, 1988.
(10)(i)* Amended mortgage bonds, dated July 29, 1994, with respect to Burlington Arboretum Apartments. Incorporated by reference to Exhibit (10)(i) in Registrant's Report on Form 10-K for the year ended December 31, 1995.
* Incorporated by reference.
(d) Financial Statements Schedule - Financial Statement of Burlington Arboretum Limited Partnership.
(27) Financial Data Schedule.