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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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) April 10, 1997
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ML/EQ REAL ESTATE PORTFOLIO, L.P.
(Exact name of registrant as specified in its charter)
Delaware 0-17684 58-1739523
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1150 Lake Hearn Dr., Atlanta, Georgia 30342-1522
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (404) 239-5002
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This document consists of 3 pages.
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Item 5. Other Events
On April 10, 1997, The Equitable Life Insurance Company ("Equitable"),
the indirect parent of EREIM Managers Corp. (the "Managing General Partner"),
the managing general partner of ML/EQ Real Estate Portfolio, L.P. (the
"Partnership"), announced the signing of a definitive agreement to sell
Equitable Real Estate Investment Management, Inc. ("ERE") to Lend Lease
Corporation, a publicly traded international property and financial services
company based in Sydney, Australia. ERE is presently an indirect subsidiary of
Equitable and the sole shareholder of the Managing General Partner. It is not
anticipated that the sale will have a material impact on the Managing General
Partner, the Partnership, EML Associates (the "Venture"), a joint venture
between the Partnership and EREIM LP Associates, a New York general partnership
between Equitable and EREIM LP Corp., a wholly owned subsidiary of Equitable,
or the properties owned by the Venture (the "Properties"). The Managing General
Partner is not included in the sale and will continue to be a wholly owned
indirect subsidiary of Equitable. To maintain the ongoing continuity of the
Partnership's operations, ERE will be retained by the Managing General Partner
after the sale, at the Managing General Partner's expense, to continue
providing the same services with respect to the Partnership, the Venture and
the Properties that ERE has historically provided to the Managing General
Partner. Two other ERE subsidiaries, Compass Management and Leasing, Inc. and
Compass Retail, Inc., which presently manage nine of the Properties, are
included in the sale, but will continue as the managers of these properties on
the same terms as before. The sale will not affect the ownership of EREIM LP
Associates, the guarantor under the Guaranty Agreement, as ERE has no interest
therein. The obligations of EREIM LP Associates under the Guaranty Agreement
and of Equitable under the Keep Well Agreement will not be affected by the
sale.
The closing of the sale of ERE is subject to customary closing
conditions, including regulatory approvals. The closing is expected to occur
during the second quarter of 1997.
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SIGNATURE
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.
ML/EQ REAL ESTATE PORTFOLIO, L.P.
(Registrant)
Date: April 29, 1997 By: EREIM MANAGERS CORP.
(Managing General Partner)
By: B. Stanton Breon
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B. STANTON BREON
President and Chief Executive Officer
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