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) June 20, 1996
MIDWEST REAL ESTATE SHOPPING CENTER, L.P.
(Exact name of registrant as specified in its charter)
Delaware 1-9331 13-3384643
State or other jurisdiction Commission IRS Employer
of incorporation File Number Identification No.
3 World Financial Center, 29th Floor
New York, NY Attn: Andre Anderson 10285
Address of principal executive offices Zip Code
Registrant's telephone number, including area code (212) 526-3237
Item 3. Bankruptcy
On June 20, 1996, the Registrant filed a voluntary petition under Chapter 11
of the United States Bankruptcy code with the U.S. Bankruptcy Court for the
Southern District of New York (File No. 96B43335). A press release
announcing the filing is attached hereto as Exhibit A and is incorporated by
reference herein. The New York Stock Exchange (the "Exchange") informed the
Registrant that its units would be suspended from trading on the Exchange on
Monday, June 24, 1996, and delisted from the Exchange as of the close of
business on that date (see Exhibit B).
Refer to Exhibit A - June 20, 1996 Press Release.
Refer to Exhibit B - June 24, 1996 Press Release.
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.
MIDWEST REAL ESTATE SHOPPING CENTER, LP
Registrant
By: MIDWEST CENTERS INC.
General Partner
Date: June 28, 1996 By: /s/ Paul L. Abbott
Director, President and
Chairman of the Board
Date: June 28, 1996 By: /s/ Robert J. Hellman
Director, Vice President and
Chief Financial Officer
EXHIBIT A
MIDWEST REAL ESTATE SHOPPING CENTER L.P.
(formerly Equitable Real Estate Shopping Centers, L.P.)
3 World Financial Center
New York, New York 10285
Attention: Joan Berkowitz.....................................(212) 526-3162
Robert Sternlieb...................................(212) 526-3118
FOR IMMEDIATE RELEASE
New York, NY (June 20, 1996) - Midwest Real Estate Shopping Center, L.P.
(the "Partnership") announced today that it had filed for bankruptcy
protection under Chapter 11 of the Bankruptcy Code in the United States
Bankruptcy Court for the Southern District of New York in order to prevent
a foreclosure sale of its sole property. The Partnership undertook the
filing after extended negotiations with The Equitable Life Assurance
Society of the United States ("Equitable"). Equitable is the largest
creditor of the Partnership and the holder of a mortgage note secured by the
Partnership's principal asset, Brookdale Center ("Brookdale"), a regional
shopping mall located in Brooklyn Center (Hennepin County), Minnesota. A
foreclosure sale of Brookdale had been scheduled for June 21, 1996.
As previously disclosed, Equitable and the Partnership entered into a
non-binding letter of intent outlining a proposed loan work-out relating to
Brookdale, including a plan of reorganization for the Partnership
under Chapter 11 of the Bankruptcy Code that would be supported by
Equitable. That plan would have the Partnership market Brookdale to a
third-party buyer. If no buyer contracts to acquire Brookdale by November
15, 1996, or the buyer fails to close by December 1, 1996, both the
Partnership and Equitable have the right to transfer ownership of
Brookdale to Equitable and Equitable's participant in the loan, EML
Associates ("EML"), for a $500,000 purchase price (which could be increased
under certain circumstances). Equitable and EML would also be granted certain
limited rights of first refusal to acquire Brookdale. The net sales proceeds
from a third-party buyer, after costs of the sale and the amount owed to
Equitable under any debtor-in-possession financing, would be split $750,000 to
the Partnership and $30 million to Equitable on a pari passu basis, then 50/50
on the next $6 million, with the balance, if any, to the Partnership. The
Partnership does not expect that the net sales proceeds from a third-party
buyer, after costs of the sale and payment of amounts owed to Equitable, will
be material to the Partnership.
Under the letter of intent and a proposed cash collateral order in the
Bankruptcy Court that is under consideration, all available cash flow
during the bankruptcy (after payment of property expenses and
administrative costs, other than attorney fees of Partnership's counsel
which would be paid by the Partnership) would be paid to Equitable.
Equitable would fund any necessary capital and leasing costs pursuant to a
super- priority, non-recourse, debtor-in-possession loan by Equitable
payable upon the disposition of Brookdale. General Growth Management,
Inc., the present receiver for Brookdale, will continue to operate
Brookdale but now as the property manager, subject to Bankruptcy Court
approval.
At the present time, open issues still remain between Equitable and the
Partnership regarding implementation of the letter of intent in the
Bankruptcy Court. Equitable and the Partnership continue to negotiate, but
there can be no assurance that a definitive agreement can be reached in the
bankruptcy case. In the absence of such an agreement between Equitable
and the Partnership, the bankruptcy may be contested by Equitable.
Units of the Partnership are traded on the New York Stock Exchange
under the symbol "EQM", however the bankruptcy filing may cause the New York
Stock Exchange to de-list the units in the Partnership on the exchange.
###
EXHIBIT B
MIDWEST REAL ESTATE SHOPPING CENTER L.P.
(formerly Equitable Real Estate Shopping Centers, L.P.)
3 World Financial Center
New York, New York 10285
Attention: Robert Hellman.................................(212) 526-3142
Joan Berkowitz.................................(212) 526-3162
FOR IMMEDIATE RELEASE
New York, NY (June 24, 1996) Midwest Real Estate Shopping Center L.P. (the
"Partnership") announced today that it has been advised by the New York Stock
Exchange that its units, which have traded on the Exchange under the symbol
"EQM," have been suspended for trading and will be delisted from the Exchange
effective as of the close of business today. This follows the
Partnership's announcement last week that it has filed a voluntary petition for
bankruptcy under Chapter 11 of the U.S. Bankruptcy Code.
Midwest Real Estate Shopping Center L.P. is a limited partnership that owns
an enclosed regional mall in Brooklyn Center, Minnesota.
