-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EnxlALy5XNPDVrJ8ifOB6K5PzJSykNd6HCIDv9zXUTa6WULblq3EK7L/orDwedCN kTuqb9tTqS12zxuY3eMMLg== 0000726315-99-000002.txt : 19990128 0000726315-99-000002.hdr.sgml : 19990128 ACCESSION NUMBER: 0000726315-99-000002 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981031 FILED AS OF DATE: 19990127 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WITTER DEAN REALTY INCOME PARTNERSHIP I LP CENTRAL INDEX KEY: 0000726315 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 133174553 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 000-13260 FILM NUMBER: 99513955 BUSINESS ADDRESS: STREET 1: 2 WORLD TRADE CENTER STREET 2: 64TH FL CITY: NEW YORK STATE: NY ZIP: 10048 BUSINESS PHONE: 2123921054 MAIL ADDRESS: STREET 1: TWO WORLD TRADE CENTER STREET 2: 46TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10048 10-K 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [ X ]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended October 31, 1998 OR [ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to ________. Commission File Number 0-13260 DEAN WITTER REALTY INCOME PARTNERSHIP I, L.P. (Exact name of registrant as specified in its charter) Delaware 13-3174553 (State of organization) (IRS Employer Identification No.) 2 World Trade Center, New York, NY 10048 (Address of principal executive offices)(Zip Code) Registrant's telephone number, including area code: (212) 392-1054 Securities registered pursuant to Section 12(b) of the Act: Title of each className of each exchange on which registered None None Securities registered pursuant to Section 12(g) of the Act: Units of Limited Partnership Interest (Title of Class) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] State the aggregate market value of the voting stock held by nonaffiliates of the registrant. Not applicable. DOCUMENTS INCORPORATED BY REFERENCE None Page 1 of 36 PART I. ITEM 1. BUSINESS The Registrant, Dean Witter Realty Income Partnership I, L.P. (the "Partnership"), is a limited partnership formed in August 1983 under the Uniform Limited Partnership Act of the State of Delaware for the purpose of investing primarily in income-producing office, industrial and retail properties. The Managing General Partner of the Partnership is Dean Witter Realty Income Properties I 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 Income Associates I, L.P. (the "Associate General Partner"), a Delaware limited partnership, the general partner of which is Dean Witter Realty Income Associates I Inc., a wholly-owned subsidiary of the Managing General Partner. 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 below in footnote 8 to the Consolidated Financial Statements in Item 8 and in Item 13 below. The Partnership issued 92,780 units of limited partnership interest (the "Units") with gross proceeds from the offering of $92,780,000. The offering has been terminated and no additional Units will be sold. The proceeds from the offering were used to make equity investments in four office properties, two office/research and development properties and one retail property which were acquired without mortgage debt. Except for the North Lake Plaza property (which is described in Item 2 below), all of the Partnership's properties were sold to unaffiliated purchasers prior to October 31, 1998. The Partnership is currently marketing for sale the North Lake Plaza property, with the objective of completing the sale of the property in fiscal year 1999. There can be no assurance that the property will be sold. The Partnership considers its business to include one industry segment, investment in real property. Financial information regarding the Partnership is included in the Partnership's Consolidated Financial Statements in Item 8 below. The North Lake Plaza property is subject to competition from similar retail properties in the vicinity in which it is located. Further information regarding competition and market conditions where the property is located is set forth in Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations." The Partnership has no employees. All of the Partnership's business is conducted in the United States. ITEM 2. PROPERTY The Partnership's principal offices are located at Two World Trade Center, New York, New York 10048. The Partnership has no other offices. As of October 31, 1998, the Partnership owned directly the North Lake Plaza property, a shopping center located in Altamonte Springs, FL. The acquisition was completed in 1986 for a cost of approximately $10,110,000. The property has a net rentable area of 137,000 square feet, and was built with on- site parking facilities. Generally, the leases pertaining to the property 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 is adequately covered by insurance. Currently, an affiliate of the Partnership is the property manager for the North Lake Plaza property. In fiscal 1997, the Partnership sold the three office/research and development buildings comprising the Arlington Business Center in Arlington Heights IL. and the Century Square joint venture, in which the Partnership had a 25% general partnership interest, sold its office building in Pasadena, CA. In fiscal 1998, the Partnership sold the Westwood 10 office/research and development building (located in Westwood, MA), the Carmel Park I and II office buildings (located in Charlotte, NC), and the Harborgate office building (located in Los Angeles, CA). Further information relating to the Partnership's properties is included in Item 7 and Footnote 4, 5, 6 and 7 to the Consolidated Financial Statements in Item 8 below. 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. (now known as Morgan Stanley Dean Witter & Co., "MWD") 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, MWD, 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, MWD, 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, MWD, 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, MWD, 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. On July 17, 1998, the Delaware Chancery Court granted the defendants' motion to dismiss the complaint in the Consolidated Action. The plaintiffs filed a notice of appeal from the Chancery Court's order on August 14, 1998. Oral argument on the appeal was heard by the Delaware Supreme Court on January 5, 1999. The Delaware Supreme Court affirmed the Chancery Court's dismissal of the Consolidated Action on January 6, 1999. 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. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND 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 its limited partners (the "Limited Partners") to transfer their units if a suitable buyer can be located. As of January 5, 1999, there were 13,277 holders of limited partnership interests. The Partnership is a limited partnership and, accordingly, does not pay dividends. It does, however, make 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"). The Partnership paid cash distributions during the year ended October 31, 1998 aggregating $418.03 per Unit (including $405.78 per Unit from proceeds from the sales of the Arlington Business Center, Carmel Park I and II, Westwood 10 and Harborgate properties, which was paid 100% to the Limited Partners). The total distributions aggregated $38,911,108 with $38,784,823 distributed to the Limited Partners and $126,285 to the General Partners. For the year ended October 31, 1997, the Partnership paid cash distributions aggregating $144.61 per Unit (including $110.05 per Unit from proceeds from the sale of the Century Square property, which was paid 100% to the Limited Partners). The total distributions aggregated $13,773,673 with $13,417,293 distributed to the Limited Partners and $356,380 to the General Partners. The Partnership did not make a distribution of distributable cash following the fiscal 1998 first quarter distribution (paid February 1998), and does not anticipate making regular distributions to its partners in the future. Generally, future cash distributions will be paid from proceeds received from the sale of the North Lake Plaza property and cash reserves. Sale or financing proceeds are distributed, to the extent available, first, to each Limited Partner, until there has been a return of the Limited Partner's capital contribution plus cumulative distributions of distributable cash and sale or financing proceeds in an amount sufficient to provide a 9% cumulative annual return on the Limited Partner's adjusted capital contribution. Thereafter, any remaining sale or financing proceeds will be distributed 85% to the Limited Partners and 15% to the General Partners after the Managing General Partner receives a brokerage fee, if earned, of up to 3% of the selling price of any equity investment. Taxable income generally is allocated in the same proportions as distributions of distributable cash or sale or financing proceeds (except that the General Partners must be allocated at least 1% of taxable income from sales or financings). In the event there is no distributable cash or sale or financing proceeds, taxable income will be allocated 90% to the Limited Partners and 10% to the General Partners. Any tax loss will be allocated 90% to the Limited Partners and 10% to the General Partners. ITEM 6. SELECTED FINANCIAL DATA The following sets forth a summary of the selected financial data for the Partnership:
For the years ended October 31, 19981 19972 19963 1995 1994 Total revenues $14,765,035 $10,453,915 $ 8,493,737 $ 8,000,566 $ 7,900,587 Net income (loss) $13,380,578 $ 5,854,208 $ (5,607,581)4 $ 1,535,137 $(10,175,630)5 Net income (loss) per Unit of limited partner- ship interest $ 143.68 $ 60.72 $ (53.66) $ 14.89 $ (98.71) Cash distributions paid per Unit of limited partner- ship interest6, 7 $ 418.03 $ 144.61 $ 42.28 $ 18.75 $ 15.00 Total assets at October 31 $ 7,781,223 $33,613,496 $ 43,069,014 $ 58,295,735 $ 58,611,333 1.Revenues and net income include gains of $12.9 million on the sales of the Carmel Park I and II, Westwood 10 and Harborgate properties. 2.Revenues and net income include gains of $3.7 million on the sales of the Century Square and Arlington Business Center properties. 3.Revenues and net income include a gain of $0.7 million on the sale of the 1718 Connecticut Avenue property. 4.Includes a $8.5 million loss on impairment recorded for the Westwood 10, 1718 Connecticut Avenue, North Lake Plaza and Carmel Park I and II properties. 5.Includes a $10.8 million loss on impairment recorded for the Arlington Business Center and Harborgate properties.
6.Distributions paid to Limited Partners in 1998 include a return of capital of $351.10 per Unit, calculated as the excess of cash distributed per Unit over accumulated earnings per Unit not previously distributed. All distribution paid to Limited Partners in 1994-1997 represent returns of capital. 7.Includes distribution of proceeds from sales of real estate of $405.78, $110.05, and $12.28 in 1998, 1997 and 1996, respectively. The above financial data should be read in conjunction with the Consolidated Financial Statements and the related notes in Item 8. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Liquidity and Capital Resources The Partnership raised $92,780,000 in a public offering which was terminated in 1984. The Partnership has no plans to raise additional capital. The Partnership purchased six properties and made one investment in the partnership which owned the Century Square property on an all-cash basis. The Partnership's acquisition program has been completed. No additional investments are planned. The 1718 Connecticut property was sold in fiscal 1996. The Centry Square and Arlington Business Center properties were sold in fiscal 1997. The Carmel Park I and II, Westwood 10, and Harborgate properties were sold in fiscal 1998. See Notes 5 and 6 to the Consolidated Financial Statements in Item 8. As a result of the property sales, Partnership cash flow from operations decreased during fiscal 1998 compared to 1997. The Managing General Partner is currently marketing for sale the North Lake Plaza property, with the objective of completing the sale of the property in fiscal year 1999. However, there can be no assurance that the property will be sold. Currently, the vacancy rate in the retail market in Altamonte Springs, Florida, the location of the North Lake Plaza Shopping Center, is approximately 10%, and market rental rates continue to be stable. At October 31, 1998, occupancy at the property was 84% (an increase of 5% from October 31, 1997). Development of nearby office projects and the scheduled expansion of North Lake Boulevard (which borders the shopping center) are anticipated to increase traffic at the property. The lease for Home Depot (for approximately 50% of the property's space) is scheduled to expire in 2003. Home Depot continues to sub-lease its space to Burlington Coat Factory but will remain obligated to pay rent under the lease. The lease of Marshalls Inc., (for approximately 21% of the space) is scheduled to expire in 2002. The property is leased to 9 other tenants; no other tenant occupies more than 10% of the property's space. During the year ended October 31, 1998, all of the Partnership's properties generated positive cash flow from operations, and it is anticipated that the North Lake Plaza property will continue to do so during the period the Partnership continues to own it. During the year ended October 31, 1998, the Partnership incurred capital expenditures of approximately $833,000, primarily for tenant-related capital expenditures at the Harborgate property. During the year ended October 31, 1998, the Partnership paid cash distributions of cash flow from operations and proceeds from sale of properties. See Item 5. During the year ended October 31, 1998, the Partnership's distributions to partners (excluding distributions of sales proceeds) and capital expenditures exceeded its cash flow from operations. This deficiency was funded from Partnership cash reserves. As of October 31, 1998, the Partnership has commitments to fund approximately $192,000 of capital expenditures at the North Lake Plaza property. In order to increase cash reserves to fully fund its potential liability for capital expenditures and other Partnership cash requirements, the Partnership stopped paying distributions of distributable cash after the fiscal 1998 first quarter distribution (paid in February 1998), and withheld approximately $1,000,000 from the distribution of proceeds from the sale of the Harborgate property. Generally, future cash distributions will be paid from proceeds received from the sale of the North Lake Plaza property and cash reserves. Deferred leasing commissions, other assets, accounts payable and accrued liabilities and security deposits payable decreased in 1998 as a result of the sales of properties. Except as discussed above and in the consolidated financial statements, the Managing General Partner is not aware of any trends or events, commitments or uncertainties that may have a material impact on liquidity. Operations Fluctuations in the Partnership's operating results for the year ended October 31, 1998 compared to 1997 and the year ended October 31, 1997 compared to 1996 were primarily attributable to the following: During the year ended October 31, 1998, rental income, property operating expenses and depreciation and amortization expenses decreased as a result of the sales of the Arlington Business Center (sold in October 1997), Westwood 10, Carmel Park, and Harborgate properties. Rental revenues and property operating expenses decreased in 1997 primarily because of the absence of revenues and costs from the 1718 Connecticut Avenue property, which was sold in June 1996. See Note 5 to the Consolidated Financial Statements. The gains on sales of real estate in fiscal 1998 resulted from the sales of the Carmel Park, Harborgate and Westwood 10 properties. In 1997 and 1996, the gains on sales of real estate resulted from the sales of the Arlington Business Center and 1718 Connecticut Avenue properties, respectively. See Note 5 to the Consolidated Financial Statements. There was no equity in earnings of joint venture income in 1998. Equity in earnings of joint venture increased in 1997 compared to 1996 as a result of the Partnership's share (approximately $2.2 million) of the gain from the sale of the Century Square office building. See Note 6 to the Consolidated Financial Statements. Interest and other income decreased in 1998 primarily because the Partnership's interest earned in 1997 on the proceeds from the sale of the Century Square property (until such proceeds were distributed to Limited Partners) exceeded interest earned in 1998 on the proceeds from the sale of properties. Depreciation and amortization decreased in 1997 compared to 1996 by approximately $252,000 because of the impairment writedown for the Westwood 10, North Lake Plaza and Carmel Park properties recorded at the end of the first quarter of 1996. Depreciation and amortization also decreased in 1997 by approximately $154,000 due to the sale of the 1718 Connecticut Avenue property. No other individual significant factors account for the remaining decreases in 1997. In June 1996, the Partnership repaid its loan from affiliate; therefore, the Partnership incurred no interest expense in 1997 and 1998. In the first quarter of fiscal 1996, the Partnership recorded losses on impairment of the Westwood 10, 1718 Connecticut, Northlake Plaza and Carmel Park properties totaling $8,510,000. No individual factor accounted for a significant change in general and administrative expenses from 1998 to 1997 and from 1997 to 1996. During the year ended October 31, 1998, the North Lake property incurred rental revenues, property operating expenses and depreciation and amortization expenses of approximately $978,000, $290,000 and $165,000. Inflation Inflation has been consistently low during the periods presented in the financial statements and, as a result, has not had a significant effect on the operations of the Partnership or its properties. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA DEAN WITTER REALTY INCOME PARTNERSHIP I, L.P. INDEX Page (a) Financial Statements Independent Auditors' Report 13 Consolidated Balance Sheets at October 31, 1998 and 1997 14 Consolidated Statements of Operations for the years ended October 31, 1998, 1997 and 1996 15 Consolidated Statements of Partners' Capital for the years ended October 31, 1998, 1997 and 1996 16 Consolidated Statements of Cash Flows for the years ended October 31, 1998, 1997 and 1996 17-18 Notes to Consolidated Financial Statements 19-27 (b) Financial Statement Schedule Real Estate and Accumulated Depreciation III 34-35 All schedules other than that indicated above 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 Income Partnership I, L.P.: We have audited the accompanying consolidated balance sheets of Dean Witter Realty Income Partnership I, L.P. and consolidated partnership (together, the "Partnership") as of October 31, 1998 and 1997, and the related consolidated statements of operations, partners' capital, and cash flows for each of the three years in the period ended October 31, 1998. Our audits also included the financial statement schedule listed in the Index at Item 8. These financial statements and 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 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 consolidated financial statements present fairly, in all material respects, the financial position of Dean Witter Realty Income Partnership I, L.P. and consolidated partnership as of October 31, 1998 and 1997, and the results of their operations and their cash flows for each of the three years in the period ended October 31, 1998 in conformity with generally accepted accounting principles. Also, in our opinion, such financial statement schedule, 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. /s/Deloitte & Touche LLP DELOITTE & TOUCHE LLP New York, New York January 15, 1999 DEAN WITTER REALTY INCOME PARTNERSHIP I, L.P. CONSOLIDATED BALANCE SHEETS
October 31, 1998 1997 ASSETS Cash and cash equivalents $ 1,074,634 $ 5,974,627 Real estate: Land 2,312,300 4,942,300 Buildings and improvements 7,230,844 12,736,897 9,543,144 17,679,197 Accumulated depreciation (2,866,051) (7,054,850) 6,677,093 10,624,347 Real estate held for sale - 15,761,239 Deferred leasing commissions, net 18,702 345,238 Other assets 10,794 908,045 $ 7,781,223 $33,613,496 LIABILITIES AND PARTNERS' CAPITAL Accounts payable and accrued liabilities $ 250,468 $ 484,705 Security deposits 43,282 110,788 293,750 595,493 Partners' capital (deficiency) General partners (4,440,423) (4,364,301) Limited partners ($1,000 per Unit, 92,780 units issued) 11,927,896 37,382,304 Total partners' capital 7,487,473 33,018,003 $ 7,781,223 $33,613,496 See accompanying notes to consolidated financial statements.
DEAN WITTER REALTY INCOME PARTNERSHIP I, L.P. CONSOLIDATED STATEMENTS OF OPERATIONS For the years ended October 31, 1998, 1997 and 1996
1998 1997 1996 Revenues: Rental $ 1,738,413 $ 6,325,230 $ 7,013,164 Gains on sales of real estate 12,878,953 1,470,551 683,471 Equity in earnings of joint venture - 2,483,485 589,362 Interest and other 147,669 174,649 207,740 14,765,035 10,453,915 8,493,737 Expenses: Property operating 742,794 2,851,534 3,085,939 Depreciation 207,369 1,220,659 1,745,666 Amortization 27,178 115,553 138,008 General and administrative 407,116 411,961 403,546 Interest - - 218,159 Loss on impairment of real estate - - 8,510,000 1,384,457 4,599,707 14,101,318 Net income (loss) $13,380,578 $ 5,854,208 $(5,607,581) Net income (loss) allocated to: Limited partners $13,330,415 $ 5,633,960 $(4,978,476) General partners 50,163 220,248 (629,105) $13,380,578 $ 5,854,208 $(5,607,581) Net income (loss) per Unit of limited partnership interest $ 143.68 $ 60.72 $ (53.66) See accompanying notes to consolidated financial statements.
DEAN WITTER REALTY INCOME PARTNERSHIP I, L.P. CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL For the years ended October 31, 1998, 1997 and 1996
Limited General Partners Partners Total Partners' capital (deficiency) at November 1, 1995 $ 54,066,918 $(3,289,800) $ 50,777,118 Net loss (4,978,476) (629,105) (5,607,581) Distributions (3,922,805) (309,264) (4,232,069) Partners' capital (deficiency) at October 31, 1996 45,165,637 (4,228,169) 40,937,468 Net income 5,633,960 220,248 5,854,208 Distributions (13,417,293) (356,380) (13,773,673) Partners' capital (deficiency) at October 31, 1997 37,382,304 (4,364,301) 33,018,003 Net income 13,330,415 50,163 13,380,578 Distributions (38,784,823) (126,285) (38,911,108) Partners' capital (deficiency) at October 31, 1998 $ 11,927,896 $(4,440,423) $ 7,487,473 See accompanying notes to consolidated financial statements.
DEAN WITTER REALTY INCOME PARTNERSHIP I, L.P. CONSOLIDATED STATEMENTS OF CASH FLOWS For the years ended October 31, 1998, 1997 and 1996
1998 1997 1996 Cash flows from operating activities: Net income (loss) $ 13,380,578 $ 5,854,208 $(5,607,581) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Gains on sales of real estate (12,878,953) (1,470,551) (683,471) Depreciation 207,369 1,220,659 1,745,666 Amortization 27,178 115,553 138,008 Equity in earnings of joint venture - (2,483,485) (589,362) Loss on impairment of real estate - - - 8,510,000 (Increase) decrease to operating assets: Deferred leasing commissions (193,664) (240,140) (129,915) Other assets 166,660 (265,849) 19,568 (Decrease) increase in operating liabilities: Accounts payable and accrued liabilities (80,237) 19,797 (51,471) Security deposits (89,428) (21,921) (19,544) Net cash provided by operating activities 539,503 2,728,271 3,331,898 Cash flows from investing activities: Proceeds from disposition of real estate 34,110,840 4,538,453 5,092,559 Additions to real estate (639,228) (146,509) (335,596) Distributions from joint venture - 10,912,889 922,699 Investments in joint venture - (5,559) (130,576) Net cash provided by investing activities 33,471,612 15,299,274 5,549,086 Cash flows from investing activities: Cash distributions (38,911,108) (13,773,673) (4,232,069) Decrease in deferred distributions - (1,233,837) (1,233,837) Decrease in loan from affiliates - - (4,032,527) Net cash used in financing activities (38,911,108) (15,007,510) (9,498,433) (Decrease) increase in cash and cash equivalents (4,899,993) 3,020,035 (617,449) Cash and cash equivalents at beginning of year 5,974,627 2,954,592 3,572,041 Cash and cash equivalents at end of year $ 1,074,634 $ 5,974,627 $ 2,954,592 Supplemental disclosure of cash flow information: Cash paid for interest $ - $ - $ 218,159
DEAN WITTER REALTY INCOME PARTNERSHIP I. L.P. CONSOLIDATED STATEMENTS OF CASH FLOWS For the years ended October 31, 1998, 1997, and 1996 (continued)
1998 1997 1996 Supplemental disclosure of non-cash investing activities: Reclassification of real estate held for sale: Decrease in real estate: Land $ - $ 3,144,900 $ - Building and improvements - 25,116,782 - Accumulated depreciation - (12,500,443) - Increase in real estate held for sale $ - $15,761,239 $ - See accompanying notes to consolidated financial statements.
DEAN WITTER REALTY INCOME PARTNERSHIP I, L.P. Notes to Consolidated Financial Statements 1. The Partnership Dean Witter Realty Income Partnership I, L.P. (the "Partnership") is a limited partnership organized under the laws of the State of Delaware in 1983. The Partnership is managed by Dean Witter Realty Income Properties I Inc. (the "Managing General Partner"). The Partnership's fiscal year ends on October 31. In 1984, the Partnership issued 92,780 units of limited partnership interest (the "Units") for $92,780,000. No additional Units will be sold. The proceeds of the offering were used to make equity investments in income-producing office, industrial and retail properties which were not encumbered by debt when acquired. The Partnership expects to sell its remaining real estate investment in 1999. Pursuant to the Partnership Agreement, the sale of the Partnership's last such investment will cause the dissolution of the Partnership. Thereafter, the Partnership will wind up its affairs, make a final cash distribution, and terminate. 2. Summary of Significant Accounting Policies The financial statements include the accounts of the Partnership and, prior to 1997, 1718 Connecticut, Ltd. on a consolidated basis. The Partnership's 25% interest in the Century Square property was accounted for on the equity method, until its sale in fiscal 1997. The Partnership's records are maintained on the accrual basis of accounting for financial reporting and tax purposes. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash and cash equivalents consist of cash and highly liquid investments with maturities, when purchased, of three months or less. DEAN WITTER REALTY INCOME PARTNERSHIP I, L.P. Notes to Consolidated Financial Statements The carrying value of real estate includes the purchase price paid by the Partnership and acquisition fees and expenses. Costs of improvements to the properties are capitalized, and repairs are expensed. Depreciation is recorded on the straight-line method. The Partnership stops recording depreciation on a property when it is reclassified as real estate held for sale. At least annually, and more often if circumstances dictate, the Partnership evaluates the recoverability of the net carrying value of its real estate and any related assets. As part of this evaluation, the Partnership assesses, among other things, whether there has been a significant decrease in the market value of any of its properties. If events or circumstances indicate that the net carrying value of a property may not be recoverable, the expected future net cash flows from the property are estimated for a period of approximately five years (or a shorter period if the Partnership expects that the property may be disposed of sooner), along with estimated sales proceeds at the end of the period. If the total of these future undiscounted cash flows were less than the carrying amount of the property, the property would be written down to its fair value as determined (in some cases with the assistance of outside real estate consultants) based on discounted cash flows, and a loss on impairment recognized by a charge to earnings. Because the determination of fair value is based upon projections of future economic events such as property occupancy rates, rental rates, operating cost inflation and market capitalization rates which are inherently subjective, the amounts ultimately realized at disposition may differ materially from the net carrying value as of October 31, 1998. The cash flows used to evaluate the recoverability of the properties and to determine fair value are based on good faith estimates and assumptions developed by the Managing General Partner. Unanticipated events and circumstances may occur and some assumptions may not materialize; therefore, actual results may vary from the estimates and the variances may be material. The Partnership may provide additional write-downs which could be material in subsequent years if real estate markets or local economic conditions change. DEAN WITTER REALTY INCOME PARTNERSHIP I, L.P. Notes to Consolidated Financial Statements Deferred leasing commissions are amortized over the applicable lease terms. Rental income is accrued on a straight-line basis over the terms of the leases. Accruals in excess of amounts payable by tenants pursuant to their leases (resulting from rent concessions or rents which periodically increase over the term of a lease) are recorded as receivables and included in other assets. Net income (loss) per Unit amounts are calculated by dividing net income (loss) allocated to Limited Partners, in accordance with the Partnership Agreement, by the weighted average number of Units outstanding. No provision for income taxes has been made in the financial statements, since the liability for such taxes is that of the partners rather than the Partnership. For income tax purposes, Partnership results are reported for the calendar year. The accounting policies used for tax reporting purposes differ from those used for financial reporting as follows: (a) depreciation is calculated using accelerated methods, (b) rental income is recognized based on the payment terms in the applicable leases, and (c) writedowns for impairment of real estate are not deductible. In addition, offering costs are treated differently for tax and financial reporting purposes. The tax basis of the Partnership's assets and liabilities is approximately $7.0 million higher than the amounts reported for financial statement purposes. The implementation in 1998 of Statement of Financial Accounting Standards ("Statement") No. 128, "Earnings per Share" and Statement No. 129, "Disclosure of Information about Capital Structure" effective for the Partnership's 1998 year-end financial statements did not have any impact on the Partnership's financial statements. Two additional accounting pronouncements will be effective for the Partnership's 1999 financial statements. Statement No. 130, "Reporting Comprehensive Income" establishes standards for reporting and display of DEAN WITTER REALTY INCOME PARTNERSHIP I, L.P. Notes to Consolidated Financial Statements comprehensive income and its components. Statement No. 131, "Disclosures about Segments of an Enterprise and Related Information" establishes standards for reporting information about operating segments and related disclosures about products and services, geographic areas, and major customers. The Partnership does not believe that these Statements will have any effect on its computation or presentation of net income or other disclosures. 3. Partnership Agreement The Partnership Agreement provides that distributable cash, as defined, will be paid 90% to the Limited Partners and 10% to the General Partners. Sale or financing proceeds will be distributed, to the extent available, first, to each Limited Partner, until there has been a return of the Limited Partner's capital contribution plus cumulative distributions of distributable cash and sale or financing proceeds in an amount sufficient to provide a 9% cumulative annual return on the Limited Partner's adjusted capital contribution. Thereafter, any remaining sale or financing proceeds will be distributed 85% to the Limited Partners and 15% to the General Partners after the Managing General Partner receives a brokerage fee, if earned, of up to 3% of the selling price of any equity investment. Taxable income generally is allocated in the same proportions as distributions of distributable cash or sale or financing proceeds (except that the General Partners must be allocated at least 1% of taxable income from sales or financings). In the event there is no distributable cash or sale or financing proceeds, taxable income will be allocated 90% to the Limited Partners and 10% to the General Partners. Any tax loss will be allocated 90% to the Limited Partners and 10% to the General Partners. Distributions paid to the Limited Partners during the year ended October 31, 1998 included a return of capital, determined as cash distributed per Unit in excess of accumulated earnings per Unit not previously distributed, of $351.10 per Unit. All distributions paid to Limited Partners during the years ended October 31, 1997 and 1996 are considered to be a return of capital.
DEAN WITTER REALTY INCOME PARTNERSHIP I, L.P. Notes to Consolidated Financial Statements 5. Sales of Real Estate The Partnership completed the following property sales during 1998 and 1997.
($000) Date of Negotiated Net Proceeds Property Sale Sale Price from the Sale Gain on Sale Fiscal 1998 Sales: Carmel Park I & II 12/8/97 $17,675 $17,159 $6,234 Westwood 10 12/23/97 9,400 8,906 3,097 Harborgate 7/10/98 8,500 8,046 3,548 $35,575 $34,111 $12,879 Fiscal 1997 Sale: Arlington Business Center 10/10/97 $ 5,200 $ 4,538 $ 1,471 Fiscal 1996 Sale: 1718 Connecticut 6/24/96 $ 5,438 $ 5,093 $ 683 All of the properties were sold to unaffiliated buyers. The net proceeds from the sale are net of closing costs. As of October 31, 1998, all of the net sales proceeds were distributed except for approximately $1,000,000, from the sale of the Harborgate property, which was added to the Partnership's cash reserves.
DEAN WITTER REALTY INCOME PARTNERSHIP I, L.P. Notes to Consolidated Financial Statements As of October 31, 1997, the aggregate net carrying values of the Westwood 10 and Carmel Park I and II buildings were classified as real estate held for sale. In accordance with the Partnership Agreement, all of the distributed net sales proceeds were paid 100% to the Limited Partners, and all gains from property sales were allocated 100% to the Limited Partners. 6. Investment in Joint Venture Century Square, Pasadena, California In 1985, the Partnership purchased, for $9.7 million, a 25% general partnership interest in the partnership (the "Joint Venture") which owned the property, an office building. An affiliate of the Partnership, Dean Witter Realty Income Partnership II, L.P., purchased the remaining 75% general partnership interest. Cash flow and profits and losses were allocated to the Partnership and the affiliate according to their interests in the Joint Venture. On April 10, 1997, the Joint Venture sold the property to an unaffiliated party for $41,500,000 ($40,800,000, net of closing costs). The Partnership's share of the net sales proceeds was approximately $10.2 million. The Partnership's share of the gain on sale was approximately $2.2 million, which was allocated 100% to the Limited Partners in accordance with the Partnership Agreement. Summarized results of operations of the Joint Venture are as follows:
Year ended October 31, 1997 1996 Gain on sale of property $ 7,678,505 $ - Rental income 2,568,682 5,761,715 Other income 24,006 69,838 10,271,193 5,831,553 Property operating expenses 1,041,475 1,926,040 Depreciation and amortization 336,005 1,548,067 1,377,480 3,474,107 Net income $ 8,893,713 $2,357,446
DEAN WITTER REALTY INCOME PARTNERSHIP I, L.P. Notes to Consolidated Financial Statements 7. Leases Minimum future rental income under noncancellable operating leases of the North Lake Plaza property as of October 31, 1998 is as follows: Year ending October 31: 1999 $ 719,137 2000 729,380 2001 667,748 2002 554,744 2003 186,905 Total $2,857,914 The Partnership has determined that all of the property's leases are operating leases. The lease terms range from three to eight years, and generally provide for fixed minimum rents with rental escalation and/or expense reimbursement clauses. 8. Related Party Transactions An affiliate of the Managing General Partner provided property management services for the North Lake Plaza, Carmel Park and Westwood 10 properties in 1998; the affiliate managed five properties in 1997 and 1996. The Partnership paid the affiliate management fees of approximately $58,000, $191,000 and $226,000 for the years ended October 31, 1998, 1997, and 1996, respectively. These amounts are included in property operating expenses. Another affiliate of the Managing General Partner performs administrative functions and processes certain investor and tax information on behalf of the Partnership. In 1998, 1997 and 1996 the affiliate was reimbursed approximately $159,000, $240,000, and $259,000, respectively (included in general and administrative expenses) for these services. DEAN WITTER REALTY INCOME PARTNERSHIP I, L.P. Notes to Consolidated Financial Statements As of October 31, 1998, the affiliates were owed approximately $17,000 for these services. Prior to 1990, the Partnership borrowed funds from an affiliate of the Managing General Partner to fund the cost of tenant improvements, capital expenditures and other Partnership expenditures. The loan bore interest at the prime rate. In June 1996, the loan was repaid with a portion of the proceeds from the sale of the 1718 Connecticut Avenue property. Interest expense from this loan was $218,159 in 1996. Through January 31, 1995, the General Partners deferred receipt of an aggregate amount of $2,467,674 of distributions to which they were entitled; amounts deferred were charged against partners' capital and recorded as liabilities to the General Partner. Beginning with the February 28, 1995 distribution, the General Partners began to receive their distributions currently. In September 1996, the Partnership paid $1,233,837 of deferred distributions, and, in November 1996, paid the remaining deferred distributions to the General Partners. 9. Litigation Various public partnerships sponsored by Dean Witter Realty Inc. (including the Partnership and its Managing General Partner) were defendants in a class action lawsuit. On July 17, 1998, the Delaware Chancery Court granted the defendant's motion to dismiss the complaint in the lawsuit. On August 14, 1998, the plaintiffs filed a notice of appeal from the Court's order. On January 6, 1999, the Delaware Supreme Court affirmed the Chancery Court's dismissal of the complaint. DEAN WITTER REALTY INCOME PARTNERSHIP I, L.P. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. PART III. ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT The Partnership is a limited partnership which 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 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 Managing General 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 55, has been a Managing Director of Morgan Stanley and co-head of Morgan Stanley Realty Incorporated since July 1997, and a Managing Director of Dean Witter Realty Inc., which he joined in 1982. He is an Executive Vice President of Dean Witter Reynolds, Inc. E. Davisson Hardman, Jr., age 49, has been a Managing Director of Morgan Stanley Asia, Ltd. since July 1997, and a Managing Director of Dean Witter Realty Inc., which he joined in 1982. DEAN WITTER REALTY INCOME PARTNERSHIP I, L.P. Lawrence Volpe, age 51, is a Senior Vice President of Dean Witter Reynolds, Inc., which he joined in 1983. Since June 1998, he has served in an advisory capacity, in connection with Dean Witter Realty Inc., and related entities. Prior to June 1998, he was the Controller of Dean Witter Reynolds Inc., and the Managing General Partner, and Dean Witter Realty Inc., and a Director of Dean Witter Realty Inc. Ronald T. Carman, age 47, is a Director and the Secretary of Dean Witter Realty, Inc. He has been an Assistant Secretary of MWD and a managing director of Morgan Stanley & Co. Inc. since July 1998. Previously, he was a Senior Vice President and Associate General Counsel of Dean Witter Reynolds Inc., which he joined in 1984. There is no family relationship among any of the foregoing persons. 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 in Item 5 above. The General Partners received cash distributions of $126,285, $356,380 and $309,264 for fiscal years 1998, 1997 and 1996, respectively. 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 8 to the Consolidated Financial Statements in Item 8 above. The directors and officers of the Partnership's Managing General Partner received no remuneration from the Partnership. DEAN WITTER REALTY INCOME PARTNERSHIP I, L.P. 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 directors and executive officers of the Managing General Partner own the following Units as of January 1, 1999: (1) (2) (3) Amount and Title of Name of Nature of Class Beneficial Owner Beneficial Ownership Limited All directors and executive * Partnership officers of Managing General Interests Partner, as a group *Own, by virtue of their ownership of Limited Partnership interests in the Associate General Partner, less than 1% of the Units of the Partnership. 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. DEAN WITTER REALTY INCOME PARTNERSHIP I, L.P. All of the outstanding shares of common stock of the Managing General Partner are owned by Realty, a Delaware corporation which is a wholly-owned subsidiary of Morgan Stanley, Dean Witter & Co. The general partner of the Associate General Partner is Dean Witter Realty Income Associates I Inc., which is a wholly-owned subsidiary of the Managing General Partner. The limited partner of the Associate General Partner is LSA 84 L.P., a Delaware limited partnership. Realty and certain current and former officers and directors of Realty are partners of LSA 84 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. Information concerning such fees and reimbursements is contained in Note 8 to the 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. PART IV 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 (a) Amended and Restated Agreement of Limited Partnership dated as of August 15, 1983 set forth in Exhibit A to the Prospectus included in (b) Registration Statement Number 286041 is incorporated herein by reference. (b) Certificate of Limited Partnership included in Registration Statement Number 286041 is incorporated herein by reference. (4)(a) Amended and Restated Agreement of Limited Partnership dated as of August 15, 1983 set forth in Exhibit A to the Prospectus included in Registration Statement Number 286041 is incorporated herein by reference. (b) Certificate of Limited Partnership included in Registration Statement Number 286041 is incorporated herein by reference. (10)(a) Purchase and Sale Agreements for properties purchased were filed as Exhibits to Form 8-K on April 26, 1984, October 17, 1984, October 26, 1984, October 31, 1984, December 20, 1984, July 15, 1985 and October 29, 1985 and are incorporated herein by reference. (b) "Purchase Agreement" dated as of May 31, 1996 for sale of the 1718 Connecticut Avenue property was filed as an Exhibit to Form 8-K on June 24, 1996 and is incorporated herein by reference. (c) "Purchase and Sale Agreement" dated as of February 28, 1997 for sale of the Century Square property was filed as an Exhibit to Form 8-K on April 10, 1997 and is incorporated herein by reference. (d) "Purchase and Sale Agreement" dated as of September 8, 1997 for sale of the Arlington Business Center property was filed as an Exhibit to Form 8-K on October 10, 1997 and is incorporated herein by reference. (e) "Purchase and Sale Agreement" dated as of November 10, 1997 for sale of the Carmel Park property and the related "First Amendment to Purchase and Sale Agreement" dated as of December 2, 1997 were filed as Exhibits to Form 8-K on December 8, 1997 and are incorporated herein by reference. (f) "Purchase and Sale Agreement" dated as of October 30, 1997 for sale of the Westwood 10 property was filed as an Exhibit to Form 8-K on December 23, 1997 and is incorporated herein by reference. (g) "Purchase and Sale Agreement" dated as of May 29, 1998 for sale of the Harborgate property was filed as an Exhibit to Form 8-K on July 10, 1998 and is incorporated herein by reference. (21) Subsidiary: 1718 Connecticut, Ltd., a District of Columbia limited partnership. (27) Financial Data Schedule. (b) No Forms 8-K were filed by the Partnership during the last quarter of the period covered by this report. SCHEDULE III DEAN WITTER REALTY INCOME PARTNERSHIP I, L.P. Real Estate and Accumulated Depreciation October 31, 1998 Initial Cost to Partnership (A)
Cost Capitalized Building and Subsequent Description Land Improvements Total Acquisition Shopping Center Altamonte Springs, FL $ 2,300,000 $7,626,517 $9,926,517 $993,627 Gross Amount at which Carried at End of Period (B) Losses on Impairment of Buildings & Description Real Estate Land Improvements Total Shopping Center Altamonte Springs, FL $(1,377,000) $2,312,300 $7,230,844 $9,543,144 Life on which Depreciation in Latest Income Accumulated Date of Date Statements is Description Depreciation Construction Acquired Computed Shopping Center Altamonte Springs, FL $2,866,051 1981-1985 October 1984 5-40 years Notes: (A) The initial cost includes the purchase price paid by the Partnership and acquisition fees and expenses. No carrying costs have been capitalized subsequent to acquisition. There is no difference between cost for financial reporting purposes and federal income tax purposes.
SCHEDULE III (Cont'd) (B) Reconciliation of real estate owned at October 31:
1998 1997 1996 Balance at beginning of period $ 17,679,197 $ 53,050,614 $ 68,781,271 Improvements 639,228 146,509 335,596 Sale of real estate (8,775,281) (7,256,244) (7,556,253) Real estate held for sale - (28,261,682) - Losses on impairments of real estate - - (8,510,000) Balance at end of period $ 9,543,144 $ 17,679,197 $ 53,050,614 (C) Reconciliation of accumulated depreciation: Balance at beginning of period $ 7,054,850 $ 2 2,598,452 $ 24,089,561 Depreciation expense 207,369 1,220,659 1,745,666 Sale of real estate (4,396,168) (4,263,818) (3,236,775) Real estate held for sale - (12,500,443) - Balance end of period $ 2,866,051 $ 7,054,850 $ 22,598,452
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 INCOME PARTNERSHIP I, L.P. By: Dean Witter Realty Income Properties I Inc. Managing General Partner By: /s/E. Davisson Hardman, Jr. Date: January 27, 1999 E. Davisson Hardman, Jr. President By: /s/Charles M. Charrow Date: January 27, 1999 Charles M. Charrow 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 INCOME PROPERTIES I INC. Managing General Partner /s/William B. Smith Date: January 27, 1 999 William B. Smith Chairman of the Board of Directors /s/E. Davisson Hardman, Jr. Date: January 27, 1999 E. Davisson Hardman, Jr. Director /s/Lawrence Volpe Date: January 27, 1 999 Lawrence Volpe Director /s/Ronald T. Carman Date: January 27, 19 99 Ronald T. Carman Director DEAN WITTER REALTY INCOME PARTNERSHIP I, L.P. Year Ended October 31, 1998 Exhibit Index Exhibit No. 27 Financial Data Schedule E1 EX-27 2
5 Registrant is a limited partnership which invests in real estate, and real estate joint ventures. In accordance with industry practice, its balance sheet is unclassified. For full information, refer to the accompanying audited financial statements. 12-MOS OCT-31-1998 OCT-31-1998 1,074,634 0 10,794 0 0 0 0 0 7,781,223 0 0 0 0 0 7,487,473 7,781,223 0 14,765,035 0 0 1,384,457 0 0 13,380,578 0 13,380,578 0 0 0 13,380,578 143.68 0 In addition to cash and receivables, total assets include net investments in real estate of $6,677,093 and net deferred leasing commissions of $18,702. Represents partners' capital. Liabilities include accounts payable and accrued liabilities of $250,468 and other liabilities of $43,282. Total revenue includes rent of $1,738,413, gain on sales of real estate of $12,878,953,and interest and other revenue of $147,669. Represents net income per Unit of limited partnership interest.
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