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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
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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 18, 1998
Commission file number 0-17684
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ML/EQ Real Estate Portfolio, L.P.
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(Exact name of registrant as specified in its governing instrument)
Delaware 58-1739523
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(State of Organization) (I.R.S. Employer Identification No.)
3424 Peachtree Road N.E., Suite 800, Atlanta, Georgia 30326
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(Address of principal executive office) (Zip Code)
(Registrant's telephone number, including area code) (404) 239-5002
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REPORT ON FORM 8-K
Item 5. Other Events
On December 18, 1998, EML Associates, (the "Venture"), in which ML/EQ Real
Estate Portfolio, L.P. (the "Partnership") holds an 80% interest, completed the
sale of 1850 Westfork Drive at a cash price of $2,600,000. Prior to the sale,
1850 Westfork Drive was wholly owned by the Venture. The Venture received
$2,494,315.87 in cash at closing, after deductions for closing costs and
prorations. The sale resulted in a loss of $19,784.89 to the Venture. The
Venture had previously recorded losses of $650,000 to reduce 1850 Westfork
Drive's carrying value to its estimated net realizable value.
On January 27, 1999, the Venture completed the sale of Richland Mall in
Richland Township, Pennsylvania, at a cash price of $9,010,000. Prior to the
sale, Richland Mall was wholly owned by the Venture. The Venture received
$8,711,850.25 in cash at closing, after deductions for closing costs and
prorations. The sale resulted in a loss of $71.562.03 to the Venture. The
Venture had previously recorded losses of $5,155,515.69 to reduce Richland
Mall's carrying value to its estimated net realizable value.
The purchasers of 1850 Westfork Drive and Richland Mall, respectively, are
unaffiliated with the Partnership and the Venture, and the transactions were
negotiated at arm's length. In addition, the $6,000,000 Jericho Village
mortgage matured February 1, 1999, and was paid off in full by the borrower.
The Partnership will be making special distributions of $0.45 and $1.61
per BAC on February 26, 1999, representing a return of capital from the sale
and financing proceeds, to BAC Holders of record as of December 18, 1998 and
January 27, 1999, respectively. The Partnership will be making another special
distribution of $1.11 per BAC on March 12, 1999, representing a return of
capital from the sale and financing proceeds, to BAC Holders of record as of
February 1, 1999.
Under the Guaranty Agreement, EREIM LP Associates has agreed to pay to the
Partnership an amount which when added to all distributions from the Partnership
to BAC Holders will enable the Partnership to provide BAC Holders with a minimum
return equal to their initial capital contributions ($20 per BAC) plus a 9.75%
simple annual return on their adjusted capital contribution (which is defined as
$20 per BAC reduced by distributions from sale or financing proceeds) calculated
from the dates of investor closings. The unpaid cumulative minimum return under
the Guaranty Agreement as of December 31, 1998 was $23.16 per BAC, which will be
reduced by $2.06 per BAC, after the February 26, 1999 distributions and $1.11
per BAC after the March 12, 1999 distribution. The unpaid cumulative minimum
return under the Guaranty Agreement does not necessarily represent the price at
which a BAC may be purchased or sold.
While the Partnership Agreement provides that the term of the Partnership
may extend until December 31, 2002, the Partnership's present intention is to
sell the three remaining properties in advance of the foregoing date. With
that in mind, the Partnership is continuing its efforts to sell or position for
sale these remaining properties. However, there is no certainty as to when the
remaining properties will be sold.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be filed on behalf of the undersigned
hereunto duly authorized.
ML/EQ Real Estate Portfolio, L.P.
By: EREIM Management Corp.
Managing General Partner
By: Patricia C. Snedeker
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Patricia C. Snedeker
Vice President, Controller and Treasurer
(Principle Accounting Officer)
Dated: February 17, 1999
