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, 1996
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 Identification No.
Incorporation or Organization
3 World Financial Center, 29th Floor,
New York, NY Attn.: 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 At September 30, At December 31,
1996 1995
Assets
Property held for disposition $ 24,500,000 $ 24,500,000
Cash and cash equivalents 5,669,457 5,971,023
Restricted cash 637,058 1,012,296
Accounts receivable, net of
allowance of $410,325 in
1996 and $174,600 in 1995 187,084 537,561
Deferred rent receivable 41,031 112,931
Due from affiliates, net 117,630 115,062
Prepaid assets 154,819 92,607
Total Assets $ 31,307,079 $ 32,341,480
Liabilities and Partners' Deficit
Liabilities:
Accounts payable and
accrued expenses $ 1,548,205 $ 623,499
Zero coupon mortgage note payable 39,093,954 38,028,587
Total Liabilities 40,642,159 38,652,086
Partners' Deficit:
General Partner (141,515) (111,270)
Limited Partners (10,700,000
securities outstanding) (9,193,565) (6,199,336)
Total Partners' Deficit (9,335,080) (6,310,606)
Total Liabilities and
Partners' Deficit $ 31,307,079 $ 32,341,480
Statement of Partners' Deficit
For the nine months ended September 30, 1996
Limited General
Partners Partner Total
Balance at December 31, 1995 $ (6,199,336) $ (111,270) $ (6,310,606)
Net loss (2,994,229) (30,245) (3,024,474)
Balance at September 30, 1996 $ (9,193,565) $ (141,515) $ (9,335,080)
Statements of Operations Three months ended Nine months ended
September 30, September 30,
1996 1995 1996 1995
Income
Rental income $ 1,027,618 $ 1,238,925 $ 3,258,874 $ 3,531,636
Escalation income 1,048,908 1,430,703 3,601,080 4,396,840
Interest income 58,840 115,405 253,184 320,143
Miscellaneous income 10,396 11,429 113,185 458,364
Total Income 2,145,762 2,796,462 7,226,323 8,706,983
Expenses
Property operating
expenses 540,438 660,185 2,113,728 2,030,350
Interest expense 1,884,148 1,680,007 5,496,864 3,396,275
Real estate taxes 620,213 798,412 1,865,158 2,407,209
Depreciation and
amortization -- 291,084 -- 905,591
General and administrative 43,091 54,989 147,814 178,459
Management fee 45,711 53,963 147,267 152,466
Professional fees 221,125 27,947 479,966 134,470
Total Expenses 3,354,726 3,566,587 10,250,797 9,204,820
Net Loss $ (1,208,964) $ (770,125) $ (3,024,474) $ (497,837)
Net Loss Allocated:
To the General Partner $ (12,090) $ (7,701) $ (30,245) $ (4,978)
To the Limited Partners (1,196,874) (762,424) (2,994,229) (492,859)
$ (1,208,964) $ (770,125) $ (3,024,474) $ (497,837)
Per limited
partnership unit
(10,700,000 securities
outstanding) $ (.11) $ (.08) $ (.28) $ (.05)
Statements of Cash Flows
For the nine months ended September 30, 1996 1995
Cash Flows From Operating Activities:
Net loss $ (3,024,474) $ (497,837)
Adjustments to reconcile net loss
to net cash provided by (used for)
operating activities:
Depreciation and amortization -- 905,591
Increase in interest on zero coupon
mortgage note payable 1,065,367 3,396,275
Increase (decrease) in cash arising
from changes in operating assets
and liabilities:
Restricted cash 375,238 (1,341,156)
Accounts receivable, net 350,477 (441,550)
Deferred rent receivable 71,900 --
Due from affiliates, net (2,568) (6,283)
Prepaid assets (62,212) (5,492)
Accounts payable and accrued expenses 924,706 785,045
Net cash provided by (used for)
operating activities (301,566) 2,794,593
Cash Flows From Investing Activities:
Additions to real estate -- (469,397)
Net cash used for investing activities -- (469,397)
Cash Flows From Financing Activities:
Distributions paid -- (2,269,698)
Net cash used for financing activities -- (2,269,698)
Net increase (decrease) in cash and
cash equivalents (301,566) 55,498
Cash and cash equivalents,
beginning of period 5,971,023 6,693,502
Cash and cash equivalents,
end of period $ 5,669,457 $ 6,749,000
Supplemental Disclosure of Cash
Flow Information:
Cash paid during the period for interest $ 4,431,497 $ --
Notes to the Financial Statements
The unaudited financial statements should be read in conjunction with the
Partnership's annual 1995 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, 1996 and the results of operations and cash flows
for the nine months ended September 30, 1996 and 1995 and the statement of
partner's deficit for the nine months ended September 30, 1996. Results of
operations for the periods are not necessarily indicative of the results to be
expected for the full year.
Certain prior year amounts have been reclassified in order to conform to the
current year's presentation.
The following significant events have occurred subsequent to fiscal year 1995,
which require disclosure in this interim report per Regulation S-X, Rule 10-01,
Paragraph (a)(5):
On June 21, 1996, the Partnership 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 the foreclosure sale of its
sole property Brookdale Center ("Brookdale"), which was scheduled for June 21,
1996. The Partnership undertook the bankruptcy filing after extended
negotiations with The Equitable Life Assurance Society of the United States
("Equitable"). On April 12, 1996, the Partnership and Equitable executed a
letter of intent that outlined the principle terms, as described below, of a
proposed loan work-out relating to the disposition of Brookdale including a
plan of liquidation (the "Plan") for the Partnership under Chapter 11 of the
Bankruptcy Code that would be supported by Equitable.
Under the Plan, which was filed on October 16, 1996, the Mortgage remains in
default and the Partnership will market Brookdale to potential third-party
buyers. In the event no acceptable third- party offer is received by November
15, 1996, or a third party fails to close the acquisition by December 1, 1996,
both the Partnership and Equitable would have the right to transfer ownership
of Brookdale to Equitable and Equitable's participant, EML Associates ("EML"),
for a $500,000 cash purchase price. Equitable and EML would also be granted
certain limited rights of first refusal to acquire Brookdale.
The net sales proceeds from a bona fide third-party offer (as defined in the
Plan), after costs of the sale and amounts owed to Equitable under any
debtor-in-possession financing, and assuming a sales price in excess of $30
million, would be split as follows: first, up to $750,000 to the Partnership
and $30 million to Equitable on a pari passu basis, then 50/50 on any
additional net sales proceeds up to 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. To date, the
only offer submitted to Equitable was for $17 million.
Pending a sale of Brookdale, all available cash flow from Brookdale (after
payment of property expenses and administrative costs associated with the
bankruptcy) is being paid to Equitable. Equitable will fund necessary capital
and leasing costs pursuant to a super-priority, non-recourse,
debtor-in-possession loan by Equitable payable upon the disposition of
Brookdale.
All parties holding claims on or interests in the Partnership were sent on
October 18, 1996 a copy of the Plan and Disclosure Statement, together with a
ballot which is due on November 15, 1996. The contemplated arrangements are
subject to bankruptcy court approval. A confirmation hearing on the Plan has
been scheduled for November 25, 1996.
On June 24, 1996, the New York Stock Exchange (the "NYSE") notified the
Partnership that the trading of Partnership Units, which had traded on the NYSE
under the symbol "EQM," had been suspended and would be delisted from the NYSE
effective as of the close of business on June 24, 1996. According to a press
release issued by the NYSE, its action was taken in view of the fact that the
Partnership has fallen below the NYSE's continued listing criterion relating to
aggregate market value of shares outstanding (less than $8 million) together
with average net income after taxes for the past three years (less than
$600,000); aggregate market value of publicly-held shares (less than $5
million); and the Partnership's announcement on June 20, 1996 that it had filed
for bankruptcy protection.
Dayton's land and building are owned by DDC, an affiliate of Dayton's, which
leases Dayton's land and building to Dayton's. DDC's lease to Dayton's ran
through July 31, 1996. DDC and Dayton's were subject to an operating covenant
with the Partnership that generally required Dayton's to operate a Dayton's
store in the Dayton's building until July 31, 1996. Although the operating
agreement has not been renewed, Dayton's has not informed the Partnership of
any intention to leave the Mall. Although Dayton's operating covenant has
expired, Dayton's is still subject to a reciprocal easement agreement with the
center's ownership which governs the store's operational relationship with
Brookdale.
Part 1, 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 sell the Partnership's remaining
property, Brookdale Center (the "Property" or "Brookdale"), and pay off 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, on July 5,
1995, Equitable issued a notice of default to the Partnership and commenced
advertising Brookdale for a public nonjudicial foreclosure sale to be held on
September 12, 1995. Such date was subsequently postponed on several occasions.
On June 21, 1996, the Partnership 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 the foreclosure sale of
Brookdale, which was scheduled for June 21, 1996. The Partnership undertook
the bankruptcy filing after extended negotiations with Equitable. On April 12,
1996, the Partnership and Equitable executed a letter of intent that outlined
the principle terms, as described below, of a proposed loan work-out relating
to the disposition of Brookdale including a plan of liquidation (the "Plan")
for the Partnership under Chapter 11 of the Bankruptcy Code that would be
supported by Equitable.
Under the Plan, which was filed on October 16, 1996, the Mortgage remains in
default and the Partnership will market Brookdale to a third-party buyer. In
the event no acceptable third-party offer is received by November 15, 1996, or
a third party fails to close the acquisition by December 1, 1996, both the
Partnership and Equitable would have the right to transfer ownership of
Brookdale to Equitable and Equitable's participant, EML Associates ("EML"), for
a $500,000 cash purchase price. Equitable and EML would also be granted
certain limited rights of first refusal to acquire Brookdale.
The net sales proceeds from a bona fide, third-party offer (as defined in the
Plan), after costs of the sale and amounts owed to Equitable under any
debtor-in-possession financing and assuming a sales price in excess of $30
million, would be split as follows: first, up to $750,000 to the Partnership
and $30 million to Equitable on a pari passu basis, then 50/50 on any
additional net sales proceeds up to 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. To date, the
only offer submitted to Equitable was for $17 million.
Pending a sale of Brookdale, all available cash flow from Brookdale (after
payment of property expenses and administrative costs associated with the
bankruptcy) is being paid to Equitable. Equitable will fund necessary capital
and leasing costs pursuant to a super-priority, non- recourse,
debtor-in-possession loan by Equitable payable upon the disposition of
Brookdale.
All parties holding claims on or interests in the Partnership were sent on
October 18, 1996 a copy of the Plan and Disclosure Statement, together with a
ballot which is due on November 15, 1996. The contemplated arrangements are
subject to bankruptcy court approval. A confirmation hearing on the Plan has
been scheduled for November 25, 1996.
On June 24, 1996, the New York Stock Exchange (the "NYSE") notified the
Partnership that the trading of Partnership Units, which had traded on the NYSE
under the symbol "EQM," had been suspended and would be delisted from the NYSE
effective as of the close of business on June 24, 1996. According to a press
release issued by the NYSE, its action was taken in view of the fact that the
Partnership has fallen below the NYSE's continued listing criterion relating to
aggregate market value of shares outstanding (less than $8 million) together
with average net income after taxes for the past three years (less than
$600,000); aggregate market value of publicly-held shares (less than $5
million); and the Partnership's announcement on June 20, 1996 that it had filed
for bankruptcy protection.
Beginning August 2, 1995, General Growth Management, Inc. ("General Growth"),
the property manager, acted as the receiver of Brookdale as appointed by the
Minnesota District Court. In such capacity, General Growth collected the rent
proceeds from Brookdale's tenants and applied the proceeds to payments of,
among other things, Brookdale's operating expenses, maintenance costs, real
estate taxes, tenant improvements and leasing commissions, with any remaining
funds paid to Equitable for interest due under the Mortgage. From the date of
receivership through September 30, 1996, the net cash flow generated by
Brookdale was not available to the Partnership and is reflected on the
Partnership's balance sheet as restricted cash. During December 1995, $700,000
was forwarded to Equitable and applied to the Mortgage under the terms of the
receivership. During the first quarter of 1996, an additional $825,000 was
forwarded to Equitable, under the terms of the receivership, and applied to the
Mortgage. During the second quarter of 1996, an additional $1,150,000 was
forwarded to Equitable, under the terms of the receivership, and applied to the
Mortgage. During the third quarter of 1996, an additional $2,456,497 was
forwarded to Equitable, under the terms of the receivership, and applied to the
Mortgage. The decrease in restricted cash from December 31, 1995 to September
30, 1996 is attributable to $4,431,497 in total payments made to Equitable
during the first three quarters of 1996 partially offset by cash flow generated
by Brookdale. Debt service shortfalls, if any, may be advanced by Equitable
and added to the principal amount of the Mortgage. General Growth has been
reinstated for Brookdale as property manager, following Bankruptcy Court
approval, and there is no longer a receiver.
In an effort to facilitate the sale of Brookdale, the General Partner retained
Jones Lang Wootton ("JLW"), an international real estate sales and advisory
firm with extensive experience in marketing large assets to the investment
community. To date, the only offer submitted to Equitable under the terms of
the Plan was for $17 million. Based on JLW's efforts, the General Partner
believes an acceptable third-party buyer will not be secured for Brookdale.
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. Bankruptcy
Code.
Tenant Square Footage Leased
Stuarts 8,069
Braun's 3,540
J Riggings 2,815
Mr. Bulky 1,566
JW 1,410
These tenants occupy 17,400 square feet, or approximately 8.7% of Brookdale's
leasable area (exclusive of anchor tenants), and at this time their plans to
remain at Brookdale remain uncertain. Pursuant to the provisions of the U.S.
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 Brookdale.
Dayton's land and building are owned by DDC, an affiliate of Dayton's, which
leases Dayton's land and building to Dayton's. DDC's lease to Dayton's ran
through July 31, 1996. DDC and Dayton's were subject to an operating covenant
with the Partnership that generally required Dayton's to operate a Dayton's
store in the Dayton's building until July 31, 1996. Although the operating
agreement has not been renewed, Dayton's has not informed the Partnership of
any intention to leave the Mall. Although Dayton's operating covenant has
expired, Dayton's is still subject to a reciprocal easement agreement with the
center's ownership which governs the store's operational relationship with the
Mall.
At September 30, 1996, the Partnership had unrestricted cash and cash
equivalents totaling $5,669,457 compared to $5,971,023 at December 31, 1995.
The decrease is due to expenditures for Partnership operations and professional
fees and the absence of cash flow from Brookdale being paid to the Partnership,
due to the appointment of a receiver on August 2, 1995, as described above, and
the cash collateral order obtained by Equitable in bankruptcy court.
Accounts receivable decreased from $537,561 at December 31, 1995 to $187,084 at
September 30, 1996. The decrease reflects an increase in the allowance for bad
debt expense related to three Brookdale tenants and timing differences in the
receipt of rental payments.
Prepaid assets increased from $92,607 at December 31, 1995 to $154,819 at
September 30, 1996 primarily due to the timing and recognition of payments for
prepaid insurance.
Accounts payable and accrued expenses increased from $623,499 at December 31,
1995 to $1,548,205 at September 30, 1996. The increase reflects higher
accruals for real estate taxes and for legal fees in connection with the
Partnership's bankruptcy filing, partially offset by payments in 1996 of 1995
audit, legal and appraisal fees.
Zero coupon mortgage note payable increased from $38,028,587 at December 31,
1995 to $39,093,954 at September 30, 1996 due to the accrual of interest on the
Mortgage which matured on June 30, 1995, partially offset by net cash flow
payments to Equitable per the terms of the receivership and cash collateral
order mentioned above. Pursuant to its terms, the Mortgage accrues interest at
a default rate of 19% per annum commencing July 1, 1995. See above for a
discussion of the default.
Results of Operations
Cash used for operating activities totaled $301,566 for the nine months ended
September 30, 1996 compared to cash provided by operating activities of
$2,794,593 for the same period during 1995. The reduced cash flow is primarily
due to the payment of all net cash flow from Brookdale to Equitable, which
commenced on August 2, 1995 (see "Liquidity and Capital Resources" above).
The Partnership recognized net losses of $1,208,964 and $3,024,474 for the
three and nine months ended September 30, 1996 compared to net losses of
$770,125 and $497,837 for the same periods in 1995. The higher net loss during
the 1996 periods is primarily due to increased interest expense on the Mortgage
and increased professional fees related to the Partnership's bankruptcy and
reduced rental and escalation income.
Rental income for the three and nine months ended September 30, 1996 totaled
$1,027,618 and $3,258,874, respectively, compared to $1,238,925 and $3,531,636
for the same periods in 1995. The decrease reflects lower occupancy and a
decrease in tenants paying percentage rent.
Escalation income totaled $1,048,908 and $3,601,080 for the three and nine
months ended September 30, 1996 compared to $1,430,703 and $4,396,840 for the
same periods in 1995. The decrease is primarily due to lower recoverable real
estate tax and common area maintenance income.
Interest income for the three and nine months ended September 30, 1996 totaled
$58,840 and $253,184 compared to $115,405 and $320,143 for the corresponding
periods in 1995. The decrease reflects lower average cash balances and a
reduction in interest rates in 1996 compared to the 1995 period.
Miscellaneous income totaled $10,396 and $113,185, respectively, for the three
and nine months ended September 30, 1996 compared to $11,429 and $458,364 for
the corresponding periods during 1995. Miscellaneous income during the 1995
nine-month period primarily consisted of lease buyout settlements related to
two Brookdale tenants totaling $314,000, whereas the balance for the 1996
nine-month period primarily consisted of a lease settlement totaling $60,000
for one Brookdale tenant.
Total expenses for the three and nine months ended September 30, 1996 totaled
$3,354,726 and $10,250,797, respectively, compared to $3,566,587 and $9,204,820
for the same periods in 1995. The decrease for the three month period is
primarily due to a decrease in real estate taxes and depreciation and
amortization, partially offset by and increase in interest expense and
professional fees. The increase for the nine month period primarily reflects
increased interest expense and professional fees partially offset by decreases
in real estate taxes and depreciation and amortization.
Interest expense for the three and nine months ended September 30, 1996 totaled
$1,884,148 and $5,496,864, respectively, compared to $1,680,007 and $3,396,275
for the same periods in 1995. The increases are primarily due to the accrual
of higher interest on the Mortgage, which is accruing at a default rate of 19%,
as described above, compared to 10.2% during the first two quarters of 1995 and
19% during the third quarter of 1995.
Real estate taxes for the three and nine months ended September 30, 1996
totaled $620,213 and $1,865,158, respectively, compared to $798,412 and
$2,407,209 during the same periods in 1995. The decreases are due to a
decrease in the assessed value of Brookdale.
Depreciation and amortization for the three and nine months ended September 30,
1996 totaled $0 compared to $291,084 and $905,591 for the same periods in 1995.
Effective January 1, 1996, the Partnership's assets are no longer depreciable
due to the adoption of Statement of Financial Accounting Standards No. 121
"Accounting for the Impairment of Long-lived Assets and for Long- lived Assets
to be Disposed Of," which requires the carrying amount of assets held for
disposition to equal fair value less estimated costs to sell. Additionally,
depreciation and/or amortization should not be recorded during the period in
which assets are being held for disposition.
Professional fees for the three and nine-month periods ended September 30, 1996
totaled $221,125 and $479,966, respectively, compared to $27,947 and $134,470
for the corresponding periods in 1995. The increase is primarily due to higher
legal and other professional fees in relation to the situation surrounding the
Mortgage as described under "Liquidity and Capital Resources" above.
Sales for tenants (exclusive of anchor tenants) who operated at Brookdale for
each of the last two years were approximately $20,207,400 and $19,898,200 for
the eight months ended August 31, 1996 and 1995, respectively. Total tenant
sales (exclusive of anchor tenants) were approximately $21,540,000 and
$22,404,000 for the eight months ended August 30, 1996 and 1995, respectively.
The decrease in total tenant sales is attributable to increased competition
from recently-renovated area retail centers and local discounters, and a
decrease in occupancy. As of September 30, 1996, Brookdale was 71% occupied
(exclusive of anchor and outparcel stores), compared with 79% at September 30,
1995.
Part II Other Information.
Item 1 Legal Proceedings.
On June 21, 1996, the Partnership 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, Brookdale. The Partnership
undertook the filing after extended negotiations with
Equitable. Equitable is the largest creditor of the
Partnership and the holder of a mortgage note secured
by Brookdale. A foreclosure sale of Brookdale was
scheduled for June 21, 1996.
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 (the "Plan") for the Partnership under
Chapter 11 of the Bankruptcy Code that would be
supported by Equitable. The Plan was filed on October
16, 1996. The Plan calls for the Partnership to 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, 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. Assuming a sale in excess of $30
million, 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 cash collateral order
entered by the Bankruptcy Court on July 16, 1996, 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) will be paid to
Equitable. Equitable will 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, has been reinstated for Brookdale as
property manager, following Bankruptcy Court approval,
and there is no longer a receiver.
The contemplated arrangements are subject to
confirmation by the bankruptcy court of the Plan.
Items 2-4 Not applicable.
Item 5 Other Information.
On June 24, 1996, the New York Stock Exchange suspended trading in
the common stock of the Partnership in view of the fact that it fell
below the Exchange's continued listing criterion, and the
announcement on June 20, 1996 that the Partnership 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.
Item 6 Exhibits and reports on Form 8-K.
(a) Exhibits
(27) Financial Data Schedule
(b) Reports on Form 8-K - No reports on Form 8-K were filed during
the quarter ended September 30, 1996.
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, 1996 BY: /s/ Paul L. Abbott
Director, President and
Chairman of the Board
Date: November 14, 1996 BY: /s/ Robert J. Hellman
Director, Vice President and
Chief Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-mos
<FISCAL-YEAR-END> Dec-31-1996
<PERIOD-END> Sep-30-1996
<CASH> 6,306,515
<SECURITIES> 000
<RECEIVABLES> 756,070
<ALLOWANCES> (410,325)
<INVENTORY> 000
<CURRENT-ASSETS> 000
<PP&E> 24,500,000
<DEPRECIATION> 000
<TOTAL-ASSETS> 31,307,080
<CURRENT-LIABILITIES> 1,548,205
<BONDS> 39,093,954
<COMMON> 000
000
000
<OTHER-SE> (9,335,080)
<TOTAL-LIABILITY-AND-EQUITY> 31,307,079
<SALES> 000
<TOTAL-REVENUES> 7,226,323
<CGS> 000
<TOTAL-COSTS> 4,126,153
<OTHER-EXPENSES> 627,780
<LOSS-PROVISION> 000
<INTEREST-EXPENSE> 5,496,864
<INCOME-PRETAX> 000
<INCOME-TAX> 000
<INCOME-CONTINUING> 000
<DISCONTINUED> 000
<EXTRAORDINARY> 000
<CHANGES> 000
<NET-INCOME> (3,024,474)
<EPS-PRIMARY> (.28)
<EPS-DILUTED> 000
</TABLE>
