EREIM LP ASSOCIATES
10-Q, 1999-11-12
LESSORS OF REAL PROPERTY, NEC
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<PAGE>   1
                       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, 1999

                                              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 33-11064


                               EREIM LP Associates
       (Exact name of registrant as specified in its governing instrument)

                New York                             58-1739527
          (State of Organization)          (I.R.S. Employer Identification No.)

  787 Seventh Avenue, New York, New York                    10019
  (Address of principal executive office)                 (Zip Code)

(Registrant's telephone number, including area code)     (212) 554-1926



         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 [ ]





<PAGE>   2




                               EREIM LP ASSOCIATES

                                    CONTENTS






PART  I - FINANCIAL INFORMATION

         Item 1 - Financial statements:

                         Balance sheets at September 30, 1999 and
                           December 31, 1998
                         Statements of income for the three and nine
                          months ended September 30, 1999 and 1998
                         Statement of partners' capital for the nine
                           months ended September 30, 1999
                         Statements of cash flows for the nine months
                           ended September 30, 1999 and 1998
                         Notes to financial statements

         Item 2 - Management's Discussion and Analysis of Financial Condition
                          and Results of Operations


PART II - OTHER INFORMATION

         Items 1 through 6
         Signatures



                                       2



<PAGE>   3



PART I.         FINANCIAL INFORMATION

Item 1.         Financial Statements

                               EREIM LP ASSOCIATES
                                 BALANCE SHEETS
                    SEPTEMBER 30, 1999 AND DECEMBER 31, 1998
                                   (unaudited)

<TABLE>
<CAPTION>

                                             September 30,      December 31,
ASSETS                                            1999              1998
- ------                                       -------------      ------------

<S>                                          <C>                <C>
Cash                                         $      10,000      $     10,000
Guaranty fee receivable from affiliate              17,734           121,698
Investment in joint venture, at equity          30,716,846        32,023,757
                                             -------------      ------------


TOTAL ASSETS                                 $  30,744,580      $ 32,155,455
                                             =============      ============


LIABILITIES AND PARTNERS' CAPITAL

LIABILITIES:

Deferred guaranty fee                        $     810,922      $    998,058
Due to affiliates                                   32,613               649
Accrued liabilities                                  6,991            17,919
                                             -------------      ------------

TOTAL LIABILITIES                                  850,526         1,016,626
                                             -------------      ------------

PARTNERS' CAPITAL:

General partners:
    Equitable                                   30,380,369        31,695,037
    EREIM LP Corp.                                (486,315)         (556,208)
                                             -------------      ------------

TOTAL PARTNERS' CAPITAL                         29,894,054        31,138,829
                                             -------------      ------------

TOTAL LIABILITIES AND PARTNERS' CAPITAL      $  30,744,580      $ 32,155,455
                                             =============      ============
</TABLE>



                       See notes to financial statements.

                                       3
<PAGE>   4

                               EREIM LP ASSOCIATES
                              STATEMENTS OF INCOME
         FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
                                   (unaudited)
<TABLE>
<CAPTION>

                                                    For the Three Months         For the Nine Months
                                                     Ended September 30,         Ended September 30,
                                                    1999          1998           1999             1998
                                                  --------      --------      -----------       --------
REVENUE:

<S>                                               <C>           <C>           <C>               <C>
Equity in net income (loss) of joint venture      $424,730      $330,523      $(1,306,911)       363,611
Guaranty fee from affiliate                         82,619       124,481          264,542        379,714
                                                  --------      --------      -----------       --------

TOTAL REVENUE                                      507,349       455,004       (1,042,369)       743,325
                                                  --------      --------      -----------       --------



EXPENSES:

General and administrative                           7,012         7,012           21,036         21,036
                                                  --------      --------      -----------       --------

TOTAL EXPENSES                                       7,012         7,012           21,036         21,036
                                                  --------      --------      -----------       --------

NET INCOME (LOSS)                                 $500,337      $447,992      $(1,063,405)      $722,289
                                                  ========      ========      ===========       ========
</TABLE>



                        See notes to financial statements.


                                       4
<PAGE>   5


                               EREIM LP ASSOCIATES
                         STATEMENT OF PARTNERS' CAPITAL
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999
                                   (unaudited)


<TABLE>
<CAPTION>

                                                     EREIM
                                   Equitable         LP Corp.          Total
                                 ------------       ---------       ------------

<S>                              <C>                <C>             <C>
Balance, December 31,1998        $ 31,695,037       $(556,208)      $ 31,138,829

Capital contributions                      --              --                 --

Distributions to partners                  --        (181,370)          (181,370)

Net income (loss)                  (1,314,668)        251,263         (1,063,405)
                                 ------------       ---------       ------------

Balance, September 30, 1999      $ 30,380,369       $(486,315)      $ 29,894,054
                                 ============       =========       ============

</TABLE>




                       See notes to financial statements.



                                       5
<PAGE>   6


                               EREIM LP ASSOCIATES
                            STATEMENTS OF CASH FLOWS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
                                   (unaudited)



<TABLE>
<CAPTION>

                                                                       September 30,     September 30,
                                                                            1999              1998
                                                                       -------------     -------------
<S>                                                                    <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

Net income (loss)                                                      $  (1,063,405)    $     722,289
                                                                       -------------     -------------

Adjustments to reconcile net income (loss ) to
    net cash provided by operating activities:

               Equity in net (income) loss of joint venture                1,306,911          (363,611)
               Distributions from joint venture                                   --           671,591
               Decrease in guaranty fee receivable from affiliate            103,964           118,265
               Decrease in deferred guaranty fee                            (187,136)         (187,136)
               Increase in due to affiliates                                  31,964            26,721
               Decrease in accrued liabilities                               (10,928)           (5,685)
                                                                       -------------     -------------

Total adjustments                                                          1,244,775           260,145
                                                                       -------------     -------------

NET CASH PROVIDED BY OPERATING ACTIVITIES                                    181,370           982,434
                                                                       -------------     -------------


CASH FLOWS FROM FINANCING ACTIVITIES:

Distributions to general partners                                           (181,370)         (982,434)
                                                                       -------------     -------------

NET CASH USED IN FINANCING ACTIVITIES                                       (181,370)         (982,434)
                                                                       -------------     -------------


NET CHANGE IN CASH                                                                --                --

CASH AT BEGINNING OF PERIOD                                                   10,000            10,000
                                                                       -------------     -------------

CASH AT END OF PERIOD                                                  $      10,000     $      10,000
                                                                       =============     =============

</TABLE>




                       See notes to financial statements.



                                       6
<PAGE>   7



                               EREIM LP ASSOCIATES
                          NOTES TO FINANCIAL STATEMENTS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999
                                   (unaudited)



     The financial statements of the Partnership included herein have been
     prepared by the Partnership pursuant to the rules and regulations of the
     Securities and Exchange Commission. In the opinion of management, the
     accompanying unaudited financial statements reflect all adjustments, which
     are of a normal recurring nature, to present fairly the Partnership's
     financial position, results of operations, and cash flows at the dates and
     for the periods presented. These financial statements should be read in
     conjunction with the Partnership's audited financial statements and notes
     thereto included in the Partnership's Annual Report on Form 10-K for the
     year ended December 31, 1998, as certain footnote disclosures which would
     substantially duplicate those contained in such audited financial
     statements have been omitted from this report. Interim results of
     operations are not necessarily indicative of results to be expected for the
     fiscal year.



1.   GUARANTY AGREEMENT


     The Partnership has entered into a guaranty agreement with EML Associates
     (the "Venture"), a joint venture in which the Partnership holds a 20%
     interest and invests in income-producing real properties and a fixed-rate
     mortgage loan, to provide a minimum return to ML/EQ Real Estate Portfolio,
     L.P.'s ("ML/EQ") limited partners on their contributions. Payments on the
     guaranty are due 90 days following the earlier of the sale or other
     disposition of all the properties and mortgage loans and notes or the
     liquidation of ML/EQ. The minimum return will be an amount which, when
     added to the cumulative distributions from ML/EQ to its limited partners,
     will enable ML/EQ to provide its limited partners with a minimum return
     equal to their capital contributions plus a simple annual return of 9.75%
     on their adjusted capital contributions calculated from the dates of
     ML/EQ's investor closings at which investors acquired their Beneficial
     Assignee Certificates ("BACs"). Adjusted capital contributions are the
     limited partners' original cash contributions reduced by distributions of
     sale or financing proceeds and by distributions of certain funds in
     reserves, as more particularly described in ML/EQ's Partnership Agreement.
     The limited partners' original cash contributions have been adjusted by
     that portion of distributions paid through September 30, 1999 resulting
     from cash available to ML/EQ as a result of sale or financing proceeds paid
     to the Venture.

     The minimum return is subject to reduction in the event that certain taxes,
     other than local property taxes, are imposed on ML/EQ or the Venture, and
     is also subject to certain other limitations. If there were no
     distributions until December 31, 2002, the expiration of the term of ML/EQ,
     the maximum liability of the Partnership to the Venture under the guaranty
     agreement as of September 30, 1999 is limited to $108,123,498, plus the
     value of the Partnership's interest in the Venture less any amounts
     contributed by the Partnership to the Venture to fund cash deficits. The
     Venture has assigned its rights under the guaranty agreement to ML/EQ.
     ML/EQ will have recourse under the guaranty agreement only to the
     Partnership and EREIM LP Corp. as a general partner of the Partnership but
     not to The Equitable Life Assurance Society of the United States
     ("Equitable"). Equitable has entered into a Keep Well Agreement with EREIM
     LP Corp. to permit EREIM LP Corp. to pay its obligations with respect to
     the guaranty agreement as they become due; provided, however, that the
     maximum liability of Equitable under the Keep Well Agreement is an amount
     equal to the lesser of (i) two percent of the total admitted assets of
     Equitable (as determined in accordance with New York Insurance Law) or (ii)
     $271,211,250. The Keep Well Agreement provides that only EREIM LP Corp. and
     its successors will have the right to enforce Equitable's obligation with
     respect to the guaranty agreement.

     Capital contributions by the BAC holders to ML/EQ totaled $108,484,500. As
     of September 30, 1999, the cumulative 9.75% simple annual return was
     $111,229,302. As of September 30, 1999, cumulative distributions by ML/EQ
     to the BAC holders totaled $117,499,548, of which $27,663,548 is
     attributable to income from operations and $89,836,000 is attributable to
     sales of Venture assets, principal payments on mortgage loans, and other
     capital events. Management does not currently believe that future cash
     distributions to the limited partners from liquidation of Venture assets
     will be sufficient to provide the specified minimum return. Accordingly,
     the shortfall will be funded by the guarantor, up to the above described
     maximum.


                                       7
<PAGE>   8


                               EREIM LP ASSOCIATES
                          NOTES TO FINANCIAL STATEMENTS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999
                                   (unaudited)

1.   GUARANTY AGREEMENT (Continued)

     Effective as of January 1, 1997, the Partnership entered into an amendment
     to the Joint Venture Agreement of the Venture between the Partnership and
     ML/EQ pursuant to which the Partnership agreed to defer, without interest,
     its rights to receive 20% of the Venture's distributions of sale or
     financing proceeds until ML/EQ has received aggregate distributions from
     the Venture in an amount equal to the capital contributions made to ML/EQ
     by the BAC holders plus a noncompounded cumulative return computed at the
     rate of 9.75% per annum on contributions outstanding from time to time.
     Prior to the amendment, the Partnership had a right to receive 20% of all
     the Venture's distributions of sale or financing proceeds on a pari passu
     basis with ML/EQ. The amendment has the effect of accelerating the return
     of original contributions to BAC holders to the extent that sale or
     financing proceeds are realized prior to the dissolution of ML/EQ.

2.   INVESTMENT IN JOINT VENTURE

     In March, 1988, ML/EQ had its initial investor closing. ML/EQ contributed
     $90,807,268 to the Venture. The Partnership contributed zero coupon
     mortgage notes to the Venture in the amount of $22,701,817. The Venture
     purchased an additional $5,675,453 of zero coupon mortgage notes from
     Equitable.

     In May, 1988, ML/EQ had its second and final investor closing. ML/EQ
     contributed $14,965,119 to the Venture. The Partnership contributed zero
     coupon mortgage notes to the Venture in the amount of $3,741,280, including
     accrued interest. The Venture purchased an additional $935,320 of zero
     coupon mortgage notes from Equitable to bring the total amount of zero
     coupon mortgage notes owned by the Venture to $33,053,870, including
     accrued interest as of the dates of acquisition. One of the zero notes was
     accounted for as a deed in lieu of foreclosure by the Venture on July 22,
     1994. The remaining note was due on June 30, 1995. The borrower defaulted
     on its obligation to repay the loan, and the collateral, Brookdale Center,
     was transferred to Equitable and the Venture on December 16, 1996 as
     tenants in common, pursuant to a Chapter 11 bankruptcy plan for
     reorganization filed with the Bankruptcy Court by the borrower.



                                       8
<PAGE>   9


                               EREIM LP ASSOCIATES
                          NOTES TO FINANCIAL STATEMENTS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999
                                   (unaudited)

2.   INVESTMENT IN JOINT VENTURE (Continued)

     The financial position and results of operations of the Venture are
summarized as follows:

                          SUMMARY OF FINANCIAL POSITION
                    SEPTEMBER 30, 1999 AND DECEMBER 31, 1998
                                   (unaudited)

<TABLE>
<CAPTION>

                                                                        September 30      December 31
                                                                        -------------    -------------
         <S>                                                            <C>              <C>
         Assets:
             Rental properties held for sale                            $  54,416,400    $  41,869,718
             Rental properties, net of accumulated depreciation of
             $5,586,628 in 1998                                                    --       39,873,242
                                                                        -------------    -------------

                  Net rental properties                                    54,416,400       81,742,960

             Mortgage loan receivable                                              --        6,000,000
             Cash and cash equivalents                                      9,650,056       10,677,613
             Accounts receivable and accrued investment income              4,604,925        2,892,290
             Deferred rent concessions                                        745,857          809,836
             Deferred leasing costs                                                --          302,184
             Prepaid expenses and other assets                                892,075          875,369
             Interest receivable                                              220,481           84,220
                                                                        -------------    -------------

         Total assets                                                   $  70,529,794    $ 103,384,472
                                                                        =============    =============

         Liabilities and equity:
             Accounts payable and accrued real estate expenses          $   1,700,858    $   1,691,368
             Accrued capital expenditures                                     174,532          788,395
             Security deposits and unearned rent                              230,503          343,922
             Joint venturers' equity                                       68,423,901      100,560,787
                                                                        -------------    -------------

         Total liabilities and equity                                   $  70,529,794    $ 103,384,472
                                                                        =============    =============

         Partnership's share of joint venture equity                    $  30,716,846    $  32,023,757
                                                                        =============    =============
</TABLE>



                                       9
<PAGE>   10




                               EREIM LP ASSOCIATES
                          NOTES TO FINANCIAL STATEMENTS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999
                                   (unaudited)

2.   INVESTMENT IN JOINT VENTURE (Continued)

                         SUMMARY STATEMENT OF OPERATIONS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
                                   (unaudited)

<TABLE>
<CAPTION>

                                                                               1999               1998
         <S>                                                              <C>                <C>
         Revenue:
             Rental income                                                $ 12,646,826       $ 15,115,871
             Lease termination income                                          191,661             12,501
             Interest on loans receivable                                       51,250            461,250
                                                                          ------------       ------------

         Total revenue                                                      12,889,737         15,589,622
                                                                          ------------       ------------

         Operating expenses:
             Real estate operating expenses                                  5,532,616          6,207,514
             Depreciation and amortization                                     789,345          2,519,718
             Real estate taxes                                               1,602,427          1,363,810
             Property management fees                                          262,017            334,383
                                                                          ------------       ------------

         Total operating expenses                                            8,186,405         10,425,425
                                                                          ------------       ------------

         Income from property operations                                     4,703,332          5,164,197
                                                                          ------------       ------------

         Other income (expense):
             Loss on sale of real estate assets                               (212,979)                --
             Loss on write-down of real estate assets                      (11,371,847)        (3,581,890)
             General and administrative expense                                (90,337)          (115,936)
             Interest and other nonoperating income                            437,286            351,684
                                                                          ------------       ------------

         Total other income (expense), net                                 (11,237,877)        (3,346,142)
                                                                          ------------       ------------

         Net income (loss)                                                $ (6,534,545)      $  1,818,055
                                                                          ============       ============

         Partnership's share of equity in net income (loss) of joint      $ (1,306,911)      $    363,611
         venture                                                          ============       ============
</TABLE>


- --------------------------------------------------------------------------------


3.   REAL ESTATE PROPERTIES HELD FOR SALE

     At September 30, 1999 16/18 Sentry Park West and Northland Mall properties
     are classified as held for sale, and accordingly the application of
     depreciation has been suspended. The carrying value Northland Mall was
     adjusted to the lower of cost or estimated net realizable value, resulting
     in a loss of $9,257,167 recorded during 1999. The 16/18 Sentry Park West
     property was sold on October 28, 1999 (see footnote 5).


                                       10
<PAGE>   11



4.   LEGAL PROCEEDINGS

     As discussed in the Notes to Consolidated Financial Statements of the
     Partnership's December 31, 1998 audited financial statements, the
     Partnership is a defendant in a consolidated action brought in the Court of
     Chancery of the State of Delaware entitled IN RE: ML/EQ Real Estate
     Partnership Litigation. In August 1999, Plaintiffs filed an amended
     complaint alleging that, in addition to the allegations made previously,
     certain distributions from ML/EQ were improperly characterized as sale or
     financing proceeds rather than distributable cash. Defendants have filed a
     motion to dismiss the amended complaint on statute of limitations grounds.

     A Northland Mall tenant filed a lawsuit in 1999 in the State Court of
     Michigan against the Venture for breach of lease. The parties entered into
     a settlement agreement pursuant to which Equitable, the co-venturer,
     paid the tenant the full settlement payment.


5.   SUBSEQUENT EVENT

     On October 28, 1999, the Venture consummated the sale of the 16/18 Sentry
     Park West property at a sales price of $29.05 million. The net sales
     proceeds received were $28,420,559, which resulted in a gain of $4,726,752.




                                       11
<PAGE>   12



Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following analysis of the results of operations and financial condition of
the Partnership should be read in conjunction with the financial statements and
the related notes to financial statements included elsewhere herein.

Certain Forward-Looking Information

Certain of the statements contained in this Quarterly Report on Form 10-Q
constitute forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended. These statements include, without limitation,
statements regarding future capital expenditures relating to renovation and
development activities. These forward-looking statements are included in this
Quarterly Report on Form 10-Q based on the intent, belief or current
expectations of the Partnership. However, such forward-looking statements are
not guarantees of future performance and involve risks and uncertainties, and
actual results may differ materially from those projected in the forward-looking
statements as a result of various factors. Although the Partnership believes
that the expectations reflected in such forward-looking statements are based
upon reasonable assumptions, it can give no assurance that its expectations will
be achieved. Factors that could cause actual results to differ materially from
the Partnership's current expectations include general local market conditions,
the investment climate for particular property types, individual property
issues, construction delays due to unavailability of materials, weather
conditions or other causes, leasing activities, risks associated with the Year
2000 issue, and the other risks detailed from time to time in the Partnership's
SEC reports, including the Annual Report on Form 10-K for the year ended
December 31, 1998.

Liquidity and Capital Resources

As of September 30, 1999, the Partnership had cash of $10,000, and the Venture,
in which the Partnership owns 20% interest, had approximately $9.7 million in
cash and cash equivalents. The cash is expected to be used for general working
capital purposes or capital improvements. The Partnership may establish
additional working capital reserves as the General Partners from time to time
determine are appropriate.

In the third quarter of 1999, as a result of the sale of the 300 Delaware
property, a distribution of sale and financing proceeds of $1.55 per BAC was
made to holders of record as of July 23, 1999. The cash balances that remain
have been retained primarily to fund potential costs that may be required to
improve tenancy at Northland Mall. In addition, these funds may be required to
cover other general working capital requirements.

In August 1999, a purchase and sale agreement was executed for 16/18 Sentry Park
West at a price of $29.05 million. The property sold on October 28, 1999 for
$29.05 million. The net sales proceeds received were $28,420,559, which resulted
in a gain of $4,726,752. Based on the amendment to the Joint Venture Agreement
effective as of January 1, 1997, EREIM LP Associates agreed to defer, without
interest, its right to receive 20% of the Venture's distribution of sale or
financing proceeds, thereby entitling the Partnership to receive 100% of the
sale or financing proceeds attributable to the sales.

Regarding Northland Mall, the property is being held for sale, and management is
currently evaluating offers that have been received. However, there is no
certainty as to when the property will be sold.


                                       12
<PAGE>   13


                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Financial Condition

The decrease in guarantee fee receivable of approximately $104,000, or 85%, from
$122,000 at December 31, 1998 to $18,000 at September 30, 1999 is attributable
to the payments to EREIM LP by ML/EQ $181,000 of guaranty fees in 1999, offset
by the accrual of $77,000 of guaranty fee receivable for 1999.


Results of Operations

Equity in net income of the Venture increased approximately $94,000, or 28%, and
decreased approximately $1.7 million, or 459%, for the three and nine months
ended September 30, 1999, respectively, from $331,000 for the three months and
$364,000 for the nine months ended September 30, 1998 to $425,000 for the three
months and negative $1.3 million for the nine months ended September 30, 1999.
The third quarter increase and the nine month decrease are due primarily to the
$650,000 write-down of 1850 Westfork recorded in the third quarter 1998, of
which the Partnership's portion was approximately $130,000, the $2.9 million
write-down of Richland Mall recorded in second quarter 1998, of which the
Partnership's portion was approximately $580,000, offset by the $11.4 million
write-downs of 300 Delaware and Northland Mall recorded during the first six
months of 1999, of which the Partnership's portion was approximately $2.3
million.


Year 2000

The inability of computers, software and other equipment to recognize and
properly process data fields containing a two-digit year is commonly referred to
as the Year 2000 compliance issue (Y2K). As the year 2000 approaches, such
systems may be unable to accurately process certain date-based information.

Y2K exposures of the Partnership and the Venture continue to be assessed.
Potential critical exposures include reliance on third party vendors and
building systems that are not Y2K compliant. The Venture continues to
communicate with our third party service vendors in an effort to assess Y2K
compliance status and the adequacy of Y2K efforts.

Each property owned by the Venture has been individually assessed in an effort
to identify critical Y2K issues specific to each property. The inventory survey,
assessment and remediation efforts for 16 Sentry Park West, 18 Sentry Park West
and Northland Mall have been completed.

The Partnership and the Venture have incurred total costs to date relating to
Y2K of approximately $62,200. The total property assessment costs to the Venture
were approximately $49,500 and the total cost for quality assurance for third
party engineers and consultants were approximately $12,700. No material costs
were incurred to remediate and test non-compliant building systems. In addition,
contingency plans were developed for each of the buildings owned by the Venture
and are in place for the remaining property, Northland Mall. Contingency plans
may involve the engagement of additional security services, implementation of
temporary systems modifications, and the identification and engagement of
alternate service vendors. Additional contingency plans may be developed as
circumstances warrant.

The failure to adequately address the Year 2000 issue may result in a cessation
or disruption of building operations, the closure of buildings owned by the
Venture, or delay in distributions to BAC Holders. There could be unexpected
costs associated with Y2K issues and these costs cannot be predicted at this
time. These unexpected costs could be incurred prior to or after the year 2000.
In order to reduce the potential impact on the operations of the Partnership and
the Venture, Partnership contingency plans were completed.


Quantitative and Qualitative Disclosures About Market Risk

Market risk is the exposure to loss resulting from changes in interest rates,
foreign currency exchange rates, commodity prices, and equity prices. As of
September 30, 1999, the Partnership had no material exposure to market risk.




                                       13
<PAGE>   14



PART II.        OTHER INFORMATION

Item 1.         Legal Proceedings

     As discussed in the Notes to Consolidated Financial Statements of the
     Partnership's December 31, 1998 audited financial statements, the
     Partnership is a defendant in a consolidated action brought in the Court of
     Chancery of the State of Delaware entitled IN RE: ML/EQ Real Estate
     Partnership Litigation. In August 1999, Plaintiffs filed an amended
     complaint alleging that, in addition to the allegations made previously,
     certain distributions from ML/EQ were improperly characterized as sale or
     financing proceeds rather than distributable cash. Defendants have filed a
     motion to dismiss the amended complaint on statute of limitations grounds.

     A Northland Mall tenant filed a lawsuit in 1999 in the State Court of
     Michigan against the Venture for breach of lease. The parties entered into
     a settlement agreement pursuant to which Equitable, the co-venturer, paid
     the tenant the full settlement payment.


Item 2.         Changes in Securities

                Response:  None

Item 3.         Default Upon Senior Securities

                Response:  None

Item 4.         Submission of Matters to a Vote of Security Holders

                Response:  None

Item 5.         Other Information

                Response:  None

Item 6.         Exhibits and Reports on Form 8-K

                Response:


                a)   Exhibits

                     27  Financial Data Schedule (for SEC filing purposes only)


                b)   Reports

                     None



                                       14
<PAGE>   15


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Partnership has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.


                                  EREIM LP Associates

                                  By:   EREIM LP Corp.
                                        General Partner




                                  By:   /s/Debra L. Keller
                                     ------------------------------------------
                                        Debra L. Keller
                                        Vice President and Assistant Treasurer
                                        (Principal Accounting Officer)


Dated:  November 12, 1999




                                       15
<PAGE>   16



                                  EXHIBIT INDEX



Exhibit No.                                 Description
- -----------           --------------------------------------------------------
    27                Financial Data Schedule (for SEC filing purposes only)












                                       16

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF EREIM LP ASSOCIATES FOR THE PERIOD ENDED SEPTEMBER 30,
1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>

<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1999
<PERIOD-START>                             JAN-01-1999
<PERIOD-END>                               SEP-30-1999
<CASH>                                          10,000
<SECURITIES>                                         0
<RECEIVABLES>                                   17,734
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                27,734
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                              30,744,580
<CURRENT-LIABILITIES>                           39,604
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                  29,894,054
<TOTAL-LIABILITY-AND-EQUITY>                30,744,580
<SALES>                                              0
<TOTAL-REVENUES>                            (1,042,369)
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                                21,036
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                             (1,063,405)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                         (1,063,405)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                (1,063,405)
<EPS-BASIC>                                          0
<EPS-DILUTED>                                        0


</TABLE>


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