UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1995
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: 1-9331
MIDWEST REAL ESTATE SHOPPING CENTER L.P.
(Exact name of registrant as specified in its charter)
Delaware 13-3384643
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) identification No.)
3 World Financial Center, 29th Floor, New York, NY
Attention: Andre Anderson 10285
(Address of principal executive offices) (Zip code)
(212) 526-3237
(Registrant's telephone number, including area code)
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
Balance Sheets
September 30, December 31,
Assets 1995 1994
Property held for disposition $ 34,246,453 $ 35,072,000
Cash 6,749,000 6,693,502
Restricted cash 1,341,156 0
Accounts receivable, net of allowance of
$117,000 in 1995 and $95,229 in 1994 713,877 272,327
Due from affiliates, net 94,561 88,278
Deferred charges, net of accumulated
amortization of $246,676 in 1994 0 33,324
Prepaid assets 148,171 142,679
Total Assets $ 43,293,218 $ 42,302,110
Liabilities and Partners' Capital
Liabilities:
Accounts payable and accrued expenses $ 1,532,821 $ 1,170,453
Mortgage note payable 37,048,580 33,652,305
Distribution payable 756,565 756,565
Total Liabilities 39,337,966 35,579,323
Partners' Capital (Deficit):
General Partner (8,611) 19,065
Limited Partners (10,700,000
securities outstanding) 3,963,863 6,703,722
Total Partners' Capital 3,955,252 6,722,787
Total Liabilities and
Partners' Capital $ 43,293,218 $ 42,302,110
Statement of Partners' Capital (Deficit)
For the nine months ended September 30, 1995
Limited General
Partners Partner Total
Balance at December 31, 1994 $ 6,703,722 $ 19,065 $ 6,722,787
Net loss (492,859) (4,978) (497,837)
Distributions (2,247,000) (22,698) (2,269,698)
Balance at September 30, 1995 $ 3,963,863 $ (8,611) $ 3,955,252
Statements of Operations
Three months ended Nine months ended
September 30, September 30,
Income 1995 1994 1995 1994
Rental income $ 1,238,925 $ 1,145,451 $ 3,531,636 $ 3,701,786
Escalation income 1,430,703 1,618,633 4,396,840 4,809,822
Interest income 115,405 63,924 320,143 173,804
Miscellaneous income 11,429 10,038 458,364 1,473,681
Total Income 2,796,462 2,838,046 8,706,983 10,159,093
Expenses
Property operating expenses 660,185 852,382 2,030,350 1,943,299
Interest expense 1,680,007 1,146,839 3,396,275 5,329,405
Real estate taxes 798,412 933,837 2,407,209 2,766,721
Depreciation and amortization 291,084 496,823 905,591 2,236,336
General and administrative 54,989 138,788 178,459 250,360
Management fee 53,963 54,924 152,466 171,741
Professional fees 27,947 (198,697) 134,470 143,852
Total Expenses 3,566,587 3,424,896 9,204,820 12,841,714
Loss from operations (770,125) (586,850) (497,837) (2,682,621)
Gain on sale of property 0 4,380,756 0 4,380,756
Net Income (Loss) $ (770,125) $ 3,793,906 $ (497,837) $ 1,698,135
Net Income (Loss) Allocated:
To the General Partner $ (7,701) $ 892,178 $ (4,978) $ 871,220
To the Limited Partners (762,424) 2,901,728 (492,859) 826,915
$ (770,125) $ 3,793,906 $ (497,837) $ 1,698,135
Per limited partnership security
(10,700,000 securities
outstanding) $ (.08) $ .27 $ (.05) $ .08
Statements of Cash Flows
For the nine months ended September 30, 1995 and 1994
Cash Flows from Operating Activities: 1995 1994
Net income (loss) $ (497,837) $ 1,698,135
Adjustments to reconcile net income
(loss) to net cash provided by
operating activities:
Depreciation and amortization 905,591 2,236,336
Increase in interest on mortgage
notes payable 3,396,275 5,329,405
Gain on sale of property - (4,380,756)
Increase (decrease) in cash arising from changes
in operating assets and liabilities:
Restricted cash (1,341,156) -
Accounts receivable, net (441,550) (144,444)
Due from affiliates, net (6,283) -
Prepaid assets (5,492) 1,676,333
Accounts payable and accrued expenses 785,045 (941,323)
Deferred income - (1,250,000)
Due to affiliates - 21,231
Net cash provided by operating activities 2,794,593 4,244,917
Cash Flows from Investing Activities:
Additions to real estate, net (469,397) (586,818)
Proceeds from sale of property, net - 60,863,291
Net cash provided by (used for)
investing activities (469,397) 60,276,473
Cash Flows from Financing Activities:
Cash distributions (2,269,698) (12,213,132)
Payment of mortgage payable - (54,504,713)
Net cash used for financing activities (2,269,698) (66,717,845)
Net increase (decrease) in cash 55,498 (2,196,455)
Cash at beginning of period 6,693,502 10,668,441
Cash at end of period $ 6,749,000 $ 8,471,986
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for interest $ - $ -
Supplemental Disclosure of Noncash Investing Activities:
Capital expenditures of $422,677 were funded through accounts payable in 1994.
Closing costs in the amount of $1,333,070 were funded through accounts payable
and due to affiliates in 1994.
Notes to the Financial Statements
The unaudited interim financial statements should be read in conjunction with
the Partnership's annual 1994 audited financial statements within Form 10-K.
The unaudited financial statements include all adjustments which are, in the
opinion of management, necessary to present a fair statement of financial
position as of September 30, 1995 and the results of operations and cash flows
for the nine months ended September 30, 1995 and 1994 and the statement of
partners' capital (deficit) for the nine months ended September 30, 1995.
Results of operations for the periods are not necessarily indicative of the
results to be expected for the full year.
The following significant events have occurred subsequent to fiscal year 1994,
which require disclosure in this interim report per Regulation S-X, Rule 10-01,
Paragraph (a)(5).
On May 12, 1995, the Partnership announced that an action was recently filed in
the Superior Court for Los Angeles County and removed to the Federal District
Court for the Central District of California, on behalf of all persons who
purchased Limited Partnership Units of the Partnership during the period from
December 26, 1986 to the present. The action is brought against the General
Partner (Midwest Centers Inc.) and other defendants with respect to the offer
and sale of Limited Partnership Units, the operation of the Partnership and the
partial liquidation of the Partnership's assets. The General Partner believes
that Plaintiff's allegations are without merit, and will defend the lawsuit
vigorously. The complaint alleges, among other things, that the sponsor
secured investments in the Partnership through fraudulent means and that the
solicitation statement used by the Partnership to solicit limited partner
consents to the July 1994 sale of Northland Center Shopping Center
("Northland") contained material misrepresentations and omissions and that the
General Partner, assisted by the other defendants, breached its fiduciary
duties to the plaintiffs in connection with the offer and sale of Limited
Partnership Units, the operation of the Partnership and the Northland sale.
Plaintiffs seek, among other things, compensatory damages and to have their
action certified as a class action under the Federal Rules of Civil Procedure.
The Partnership also announced on May 12, 1995 that three other actions were
recently filed - one in the Federal District Court for the Central District of
California, and two in the Federal District Court for the Southern District of
New York - against the General Partner and other defendants. The New York
actions are brought on behalf of all persons who owned Limited Partnership
Units on June 7, 1994. The California action is brought on behalf of all
persons who owned Limited Partnership Units during the period June 7, 1994 to
the present. All three complaints allege that the solicitation statement
contained material misrepresentations and omissions in violation of Section
14(a) of the Securities and Exchange Act of 1934 and Rule 14a-9 promulgated
thereunder. The complaints in the New York actions also allege claims for
breach of fiduciary duty, negligent misrepresentation and breach of the limited
partnership agreement relating to the partial liquidation of the Partnership's
assets. Plaintiffs in all actions seek, among other things, compensatory
damages and to have their action certified as a class action under the Federal
Rules of Civil Procedure. The General Partner believes that plaintiffs'
allegations in all three actions are without merit and will defend these
lawsuits vigorously.
On May 10, 1995, the Partnership received a notice from The Equitable Life
Assurance Society of the United States ("Equitable") requesting that the
Partnership deposit eligible collateral having a present value of $3,312,199 by
June 3, 1995. The Partnership did not deposit the eligible collateral.
On July 5, 1995, the Partnership received notice from Equitable that the
Partnership failed to pay all principal and accrued interest due under the
first mortgage (the "Mortgage") secured by Brookdale Center ("Brookdale"), on
June 30, 1995, the maturity date of the Mortgage. The notice stated that in
the event such amount is not paid within ten days after receipt of the notice,
an Event of Default under the Mortgage would exist and Equitable would pursue
all remedies available to it, including without limitation, foreclosure of the
lien of the Mortgage by power of sale or judicial foreclosure and the
appointment of the receiver. Further to its July 5, 1995 notice of default to
the Partnership, Equitable, which holds the mortgage on Brookdale, commenced
advertising Brookdale for a public nonjudicial foreclosure sale to be held
initially on September 12, 1995, and which was postponed to December 12, 1995.
On August 2, 1995, at the request of Equitable, the District Court for the
Fourth Judicial District of Minnesota appointed General Growth Management, Inc.
("General Growth") as the receiver of Brookdale. In such capacity, General
Growth will collect the rent proceeds from Brookdale's tenants and apply the
proceeds to payment of, among other things, Brookdale's operating expenses,
maintenance costs, real estate taxes, tenant improvements and leasing
commissions, with any remaining funds to be paid to Equitable on account of its
mortgage on Brookdale. From the date of receivership through September 30,
1995, the net cash flow generated by Brookdale, which is reflected on the
Partnership's balance sheet as "Restricted cash" in the amount of $1,341,156,
will be used to pay, at Equitable's discretion, property operating expenses and
real estate taxes for Brookdale. As a result, no cash was forwarded to
Equitable, per the terms of the receivership, as of September 30, 1995. Debt
service shortfalls, if any, may be advanced by Equitable and added to the
principal amount of the Mortgage. General Growth will be paid a receiver's fee
equal to 4.45% of all fixed minimum rents and percentage or overage rents
collected. General Growth had previously been the Partnership's property
manager for Brookdale and received management fees at the same rate as receiver
fees in its role as property manager. The Partnership continues to hold
negotiations with Equitable concerning the mortgage in default. In addition to
such negotiations, the Partnership is considering the alternatives available to
it with respect to such potential foreclosure sale.
Beginning on July 1, 1995, the Partnership started to accrue interest on the
Mortgage at the default rate of 19%, in accordance with the Mortgage agreement.
J.C. Penney leases its building and the land on which its building is
constructed from a third party which leases the land from the Partnership until
July 27, 2015; however, it has the option to terminate the lease on either July
27, 1995 or July 27, 2005. J.C. Penney has not informed the Partnership of any
intention to leave the Mall.
Part I, Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Liquidity and Capital Resources
The General Partner has been attempting to dispose of the Partnership's
remaining property, Brookdale Center (the "Property" or "Brookdale"), and pay
off its first mortgage loan (the "Mortgage"), which is held by The Equitable
Life Assurance Society of the United States ("Equitable") and secured by the
Property. The General Partner was unable to consummate a sale of the Property
and repay the Mortgage prior to June 30, 1995, the maturity date of the
Mortgage. As a result, Equitable notified the Partnership on July 5, 1995,
that the Partnership failed to pay all principal and accrued interest due under
the Mortgage. The notice stated that in the event such amount was not paid
within ten (10) days after receipt of the notice, an Event of Default under the
Mortgage would exist and Equitable would pursue all remedies available to it,
including, without limitation, foreclosure of the lien of the Mortgage by power
of sale or judicial foreclosure and the appointment of the receiver.
Further to its July 5, 1995 notice of default to the Partnership, Equitable
commenced advertising Brookdale for a public nonjudicial foreclosure sale to be
held on September 12, 1995. Such date was subsequently postponed until
December 12, 1995. On August 2, 1995, at the request of Equitable, the
District Court for the Fourth Judicial District of Minnesota appointed General
Growth Management, Inc. ("General Growth"), the previous property manager, as
the receiver of Brookdale. In such capacity, General Growth will collect the
rent proceeds from Brookdale's tenants and apply the proceeds to payments of,
among other things, Brookdale's operating expenses, maintenance costs, real
estate taxes, tenant improvements and leasing commissions, with any of the
remaining funds to be paid to Equitable on account of the Mortgage. From the
date of receivership through September 30, 1995, the net cash flow generated by
Brookdale, which is reflected on the Partnership's balance sheet as "Restricted
cash" in the amount of $1,341,156, will be used to pay, at Equitable's
discretion, property operating expenses and real estate taxes for Brookdale. As
a result, no cash was forwarded to Equitable, per the terms of the
receivership, as of September 30, 1995. Debt service shortfalls, if any, may
be advanced by Equitable and added to the principal amount of the Mortgage.
General Growth will be paid a receiver's fee equal to 4.45% of all fixed
minimum rents and percentage or overage rents collected. General Growth had
previously been the Partnership's property manager for Brookdale and received
management fees at the same rate as receiver fees in its role as property
manager. The Partnership continues to hold negotiations with Equitable
concerning the mortgage in default. There is no assurance that the parties
will reach an agreement that will prevent the foreclosure sale or that a buyer
can be found for Brookdale prior to the foreclosure sale.
The Partnership will pay a 1995 third quarter cash distribution in the amount
of $.07 per Unit to Limited Partners on or about November 15, 1995. A portion
of this amount was funded from the Partnership's cash reserve. As discussed
above, property cash flow is currently being forwarded to General Growth, as
receiver at Brookdale. Accordingly, any future cash distributions will be
funded from the Partnership's cash reserve. At present, it is uncertain
whether the Partnership will be able to maintain quarterly cash distributions
to the partners due to the status of the Partnership's loan from Equitable.
As of the filing date of this report, the following tenants, or their parent
corporations, at the Mall have filed for protection under the U.S. Federal
Bankruptcy Code.
Tenant Square Footage Leased
Gordon's Jewelers 992
Merry Go 'Round 3,378
Mr. Bulky 1,566
Stuarts 8,069
J Riggings 2,815
JW 1,410
These tenants currently occupy 18,230 square feet, or approximately 9.1% of the
Mall's leasable area (exclusive of anchor tenants), and at this point their
plans to remain at the Mall remain uncertain. Pursuant to the provisions of
the U.S. Federal Bankruptcy Code, these tenants may, with court approval,
choose to reject or accept the terms of their leases. Should any of these
tenants exercise the right to reject their leases, this could have an adverse
impact on cash flow generated by the Mall and revenues received by the
Partnership.
At September 30, 1995, the Partnership had cash totalling $6,749,000, largely
unchanged from $6,693,502 at December 31, 1994.
Accounts receivable totaled $713,877 at September 30, 1995, compared with
$272,327 at December 31, 1994. The increase reflects the accrual for 1995
percentage rent and property tax income.
Mortgage notes payable increased from $33,652,305 at December 31, 1994 to
$37,048,580 at September 30, 1995 due to the accretion of interest on
Brookdale's zero coupon note which matured on June 30, 1995. Pursuant to the
terms of the Mortgage, the note accrues interest at a default rate of 19% per
annum commencing July 1, 1995.
J.C. Penney leases its building and the land on which its building is
constructed from a third party which leases the land from the Partnership until
July 27, 2015; however, it has the option to terminate the lease on either July
27, 1995 or July 27, 2005. J.C. Penney has not informed the Partnership of any
intention to leave the Mall.
Results of Operations
Cash provided by operating activities totalled $2,794,593 for the nine months
ended September 30, 1995, compared with $4,244,917 for the nine months ended
September 30, 1994. The reduced cash flow is primarily due to the absence of
cash flow from Northland Center, as well as the funding of restricted cash with
all net cash flow from Brookdale, which commenced on August 2, 1995 (see
"Liquidity and Capital Resources" above). The Partnership recognized net
losses of $770,125 and $497,837 for the three and nine months ended September
30, 1995 compared to net income of $3,793,906 and $1,698,135 for the three and
nine months ended September 30, 1994. The change from net income to net loss is
primarily due to the gain on the sale of Northland in 1994. Excluding this
gain, the Partnership generated a loss from operations of $586,850 and
$2,682,621 for the three and nine months ended September 30, 1994. The higher
loss from operations for the three-month period is primarily due to increased
interest expense. The lower loss from operations for the nine-month period
reflects decreases in interest expense and depreciation and amortization due to
the sale of Northland. Also contributing to the decrease in depreciation and
amortization is the reduction of the carrying value of Brookdale. The carrying
value of Brookdale was reduced during the fourth quarter of 1994 based upon
management's assessment of the estimated fair market value of the property. The
determination of the estimated fair market value of the property was based upon
the most recent appraisal of the property, which is conducted annually.
Rental income totalled $1,238,925 and $3,531,636 for the three and nine months
ended September 30, 1995, compared with $1,145,451 and $3,701,786 for the
corresponding periods in 1994. The decrease for the nine-month period reflects
lower average rental rates on new leases and a decrease in percentage rent due
to the decrease in tenant sales. Escalation income for the three and nine
months ended September 30, 1995, totalled $1,430,703 and $4,396,840,
respectively, compared to $1,618,633 and $4,809,822 for the corresponding
periods in 1994. Escalation income represents billings to tenants for their
proportionate share of common area maintenance, insurance and real estate tax
expenses, HVAC and other miscellaneous expenses. The decrease in escalation
income is primarily due to a decrease in property tax expense at Brookdale.
Interest income increased for both the three and nine months ended September
30, 1995 in comparison to the 1994 periods due to an increase in interest
rates. Miscellaneous income for the three and nine months ended September 30,
1995 totaled $11,429 and $458,364, respectively, compared with $10,038 and
$1,473,681 for the respective periods in 1994. Miscellaneous income in the
nine months ended September 30, 1995 primarily consisted of lease buyout
settlements for two Brookdale tenants totaling $314,000 and a $105,728
adjustment for an overaccrual of the Michigan Single Business Tax as a result
of the sale of Northland Center, whereas the balance for the 1994 period
primarily consisted of lease settlements for one former Brookdale in-line
tenant and Carson's, a Brookdale anchor store, totaling $1,450,000.
Total expenses for the three and nine months ended September 30, 1995 were
$3,566,587 and $9,204,820, respectively, compared to $3,424,896 and $12,841,714
for the corresponding periods in 1994. The increase for the three-month period
is primarily due to an increase in interest expense associated with the higher
default rate at which the Mortgage on Brookdale is currently accruing interest.
The decrease for the nine month period is due primarily to a reduction in
expenses associated with the operation of Northland resulting from the sale of
Northland in 1994. Property operating expenses totaled $660,185 and $2,030,350
for the three and nine months ended September 30, 1995, respectively, compared
with $852,382 and $1,943,299 for the respective periods in 1994. The increase
for the nine-month period was primarily attributable to the collection of past
due Carson's receivables in 1994, which had been reserved in 1993. The
decrease for the three-month period reflects lower common area maintenance
costs and bad debt expense at Brookdale, as well as a third-quarter 1995 credit
related to prior period revenues at Northland. Real estate taxes totaled
$798,412 and $2,407,209 for the three and nine months ended September 30, 1995,
respectively, compared with $933,837 and $2,766,721 for the comparable periods
in 1994. The decrease is primarily due to a decrease in property tax expense
at Brookdale due to a reduction in the assessed value of the Mall. General and
administrative expense decreased for both the three and nine months ended
September 30, 1995 in comparison to the comparable periods in 1994, reflecting
lower costs for investor reporting and accounting fees and costs associated
with the proxy solicitation in 1994. Professional fees totaled $27,947 and
$134,470 for the three and nine months ended September 30, 1995, respectively,
compared with $(198,697) and $143,852 for the comparable periods in 199 . The
increase for the three-month period is due to the reclassification of legal
fees related to the Northland sale to the gain on the sale in the third quarter
of 1994.
Sales for tenants (exclusive of anchor tenants) who operated at Brookdale for
each of the last two years were approximately $19,665,600 and $20,288,700 for
the eight months ended August 31, 1995 and 1994, respectively. As of September
30, 1995, Brookdale was 79% occupied (exclusive of anchor and outparcel
stores), compared with 77% at September 30, 1994.
PART II OTHER INFORMATION
Item 1 Legal Proceedings.
On May 12, 1995, the Partnership announced that an action was recently
filed in the Superior Court for Los Angeles County and removed to the
Federal District Court for the Central District of California, on
behalf of all persons who purchased Limited Partnership Units of the
Partnership during the period from December 26, 1986 to the present.
The action is brought against the General Partner (Midwest Centers
Inc.) and other defendants with respect to the offer and sale of
Limited Partnership Units, the operation of the Partnership and the
partial liquidation of the Partnership's assets. The General Partner
believes that Plaintiff's allegations are without merit, and will
defend the lawsuit vigorously. The complaint alleges, among other
things, that the sponsor secured investments in the Partnership through
fraudulent means and that the solicitation statement used by the
Partnership to solicit limited partner consents to the July 1994 sale
of Northland Center Shopping Center ("Northland") contained material
misrepresentations and omissions and that the General Partner, assisted
by the other defendants, breached its fiduciary duties to the
plaintiffs in connection with the offer and sale of Limited Partnership
Units, the operation of the Partnership and the Northland sale.
Plaintiffs seek, among other things, compensatory damages and to have
their action certified as a class action under the Federal Rules of
Civil Procedure.
The Partnership also announced on May 12, 1995 that three other actions
were recently filed - one in the Federal District Court for the Central
District of California, and two in the Federal District Court for the
Southern District of New York - against the General Partner and other
defendants. The New York actions are brought on behalf of all persons
who owned Limited Partnership Units on June 7, 1994. The California
action is brought on behalf of all persons who owned Limited
Partnership Units during the period June 7, 1994 to the present. All
three complaints allege that the solicitation statement contained
material misrepresentations and omissions in violation of Section 14(a)
of the Securities and Exchange Act of 1934 and Rule 14a-9 promulgated
thereunder. The complaints in the New York actions also allege claims
for breach of fiduciary duty, negligent misrepresentation and breach of
the limited partnership agreement relating to the partial liquidation
of the Partnership's assets. Plaintiffs in all actions seek, among
other things, compensatory damages and to have their action certified
as a class action under the Federal Rules of Civil Procedure. The
General Partner believes that plaintiffs' allegations in all three
actions are without merit and will defend these lawsuits vigorously.
On August 2, 1995, at the request of Equitable, the District Court for
the Fourth Judicial District of Minnesota appointed General Growth
Management, Inc. ("General Growth") as the receiver of Brookdale. In
such capacity, General Growth will collect the rent proceeds from
Brookdale's tenants and apply the proceeds to payment of, among other
things, Brookdale's operating expenses, maintenance costs, real estate
taxes, tenant improvements and leasing commissions, with any remaining
funds to be paid to Equitable on account of its mortgage on Brookdale.
From the date of receivership through September 30, 1995, the net cash
flow generated by Brookdale, which is reflected on the Partnership's
balance sheet as "Restricted cash" in the amount of $1,341,156, will be
used to pay, at Equitable's discretion, property operating expenses and
real estate taxes for Brookdale. As a result, no cash was forwarded to
Equitable, per the terms of the receivership, as of September 30, 1995.
Debt service shortfalls, if any, may be advanced by Equitable and added
to the principal amount of the Mortgage. General Growth will be paid a
receiver's fee equal to 4.45% of all fixed minimum rents and percentage
or overage rents collected. General Growth had previously been the
Partnership's property manager for Brookdale and received management
fees at the same rate as receiver fees in its role as property manager.
Items 2-4 Not applicable.
Item 5 Other Information.
On May 10, 1995, the Partnership received a notice from Equitable
requesting that the Partnership deposit eligible collateral having a
present value of $3,312,199 by June 3, 1995. The Partnership did not
deposit the eligible collateral.
On July 5, 1995, the Partnership received notice from Equitable that
the Partnership failed to pay all principal and accrued interest due
under the Mortgage secured by Brookdale, on June 30, 1995, the maturity
date of the Mortgage. The notice stated that in the event such amount
is not paid within ten days after receipt of the notice, an Event of
Default under the Mortgage would exist and Equitable would pursue all
remedies available to it, including without limitation, foreclosure of
the lien of the Mortgage by power of sale or judicial foreclosure and
the appointment of the receiver.
Further to its July 5, 1995 notice of default to the Partnership,
Equitable, which holds the mortgage on Brookdale, commenced advertising
Brookdale for a public nonjudicial foreclosure sale to be initially
held on September 12, 1995, and which was postponed to December 12,
1995. The Partnership continues to hold negotiations with Equitable
concerning the mortgage in default. In addition to such negotiations,
the Partnership is considering the alternatives available to it with
respect to such potential foreclosure sale.
Item 6 Exhibits and reports on Form 8-K.
(a) Exhibits
(27) Financial Data Schedule
(b) Form 8-K
On July 13, 1995, a Form 8-K was filed reporting the
Partnership's receipt of a default notice on July 5, 1995, from
Equitable in relation to its first mortgage, which matured on
June 30, 1995.
On July 28, 1995, a Form 8-K was filed reporting that Equitable
commenced advertising Brookdale for a public nonjudicial
foreclosure sale to be held on September 12, 1995.
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, thereunto duly authorized.
MIDWEST REAL ESTATE SHOPPING CENTER, L.P.
BY: MIDWEST CENTERS INC.
General Partner
Date: November 14, 1995 BY: /s/ Paul L. Abbott
Name: Paul L. Abbott
Title: Director, Chairman of the Board,
and President
Date: November 14, 1995 BY: /s/ Robert J. Hellman
Name: Robert J. Hellman
Title: Director, Vice President and
Chief Financial Officer
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<NET-INCOME> (497,837)
<EPS-PRIMARY> (.05)
<EPS-DILUTED> 0
</TABLE>
