8-K 1 0001.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ________________ FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 22, 2000 DEAN WITTER REALTY YIELD PLUS, L.P. (Exact name of registrant as specified in its charter) Delaware 0-18148 13- 3426531 _ (State or other jurisdiction Commission (I.R.S. Employer of incorporation) File Number) Identification No.) Two World Trade Center, New York, New York 10048 _ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (212) 392-2974 (Former name or former address, if changed since last report) Item 2. Acquisition or Disposition of Assets Pursuant to a Purchase and Sale Agreement (the "Agreement") dated as of October 4, 2000, as amended, Deptford Crossing Associates, L.P. ("DCA"), a subsidiary of the Partnership, sold the land and building which comprise the Deptford Crossing shopping center (the "Property") on December 22, 2000 to the Hutensky Group, L.L.C., an unaffiliated party, for a negotiated sale price of $11.5 million. The purchase price was paid in cash as closing. At closing, the Partnership received approximately $10.7 million, representing all of the cash received by DCA, net of DCA's closing costs, a $270,000 escrow deposit to secure DCA's obligations, if any, pursuant to its representations and warranties in the Agreement and other deductions. Item 7. Financial Statements and Exhibits (b) Pro Forma Financial Information For the Consolidated Income Statement for the nine months ended September 30, 2000, if the Property had been sold on January 1, 2000, rental income of approximately $1,497,000 would have been eliminated, property operating expenses would have decreased from $1,073,000 to $69,000 (the costs of the 401 East Ontario Street property litigation in 2000), depreciation and amortization expenses of $247,000 would have been eliminated and Partnership net income would have decreased from $27,159,000 ($3.04 per limited partnership unit) to $26,913,000 ($3.02 per limited partnership unit). For the Consolidated Income Statement for the year ended December 31, 1999, if the Property had been sold on January 1, 1999, rental income of approximately $1,955,000 would have been eliminated, property operating expenses would have decreased from $220,000 to negative $439,000 (the amount of 401 East Ontario Street property litigation settlements received in 1999, net of costs) depreciation and amortization expenses of $310,000 would have been eliminated and net income would have decreased from $3,972,000 ($0.40 per limited partnership unit) to $2,986,000 ($0.30 per limited partnership unit). The pro forma adjustments to the Consolidated Income Statements exclude the Partnership's share of the non- recurring gain on the sale of the Property. The pro forma Consolidated Balance Sheet of the Partnership as of September 30, 2000 is an attachment to this Form 8-K. (c) Exhibits (1) Purchase and Sale Agreement Dated as of October 4, 2000 between Deptford Crossing Associates, L.P. as Seller and the Hutensky Group, L.L.C. as Purchaser. (2) Reinstatement Agreement and First Amendment to Purchase and Sale Agreement dated as December 22, 2000 between Deptford Crossing Associates, L.P., as Seller, and the Hutensky Group, L.L.C., as Purchaser. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. DEAN WITTER REALTY YIELD PLUS, L.P. By: Dean Witter Realty Yield Plus Inc. Managing General Partner Date: January 5, 2001 By: /c/ Raymond E. Koch . Raymond E. Koch Principal Financial and Accounting Officer Dean Witter Realty Yield Plus, L.P. Pro Forma Consolidated Balance Sheet As of September 30, 2000 The following unaudited pro forma balance sheet has been presented as if the Deptford Crossing property was sold as of September 30, 2000. The pro forma adjustments reflect a) the net cash proceeds from the sale, b) the elimination of the net carrying value of the property from real estate and c) the changes in other assets caused by the property sale.
Pro Forma Historical Adjustments Pro Forma ASSETS Real estate $10,507,326 $(10,507,326) $ - Investment in joint venture 1,850,867 - 1,850,867 Cash and cash equivalents 5,832,032 10,675,937 16,507,969 Other assets 498,462 (119,121) 379,341 $18,688,687 $ 49,490 $18,738,117 LIABILITIES AND PARTNERS' CAPITAL Accounts payable and other $ 270,182 $ - $ 270,182 liabilities Total partners' capital 18,418,505 49,490 18,467,995 $ 18,688,687 $ 49,490 $18,738,117
Exhibit Index for Dean Witter Realty Yield Plus L.P. Exhibit Sequential No. Description Page No. (1) Purchase and Sale Agreement dated as of October 4, 2000 between Deptford Crossing Associates, L.P. as Seller and the Hutensky Group, L.L.C. as Purchaser. (2) Reinstatement Agreement and First Amendment to Purchase and Sale Agreement dated as December 22, 2000 between Deptford Crossing Associates, L.P., as Seller, and the Hutensky Group, L.L.C., as Purchaser.