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): January 24, 1997
SHOPCO LAUREL CENTRE, L.P.
(Exact Name of Registrant as Specified in its Charter)
Delaware 1-9419 13-3392074
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 2. Acquisition or Disposition of Assets.
On January 24, 1997, the foreclosure sale of the interest of Laurel
Owner Partners Limited Partnership (the "Owner Partnership") in the shopping
mall known as Laurel Centre (the "Mall"), which occurred on December 10, 1996,
was ratified (subject to a 30-day appeal period) by the Circuit Court for
Prince George's County, Maryland (the "Court"), and the Mall was purchased by
the lenders who held the non-recourse mortgage debt of the Owner Partnership,
which with accrued interest thereon totaled approximately $63,000,000 as of
January 24, 1997. The registrant, Shopco Laurel Centre, L.P. ("Shopco"), is
the sole general partner of the Owner Partnership.
Shopco and the Owner Partnership presently are subject to a temporary
restraining order of the Court (the "TRO"), preventing Shopco, among other
things, from paying a $1.35 per unit cash distribution declared on September
20, 1996, to its unitholders of record on September 30, 1996. The TRO relates
to litigation commenced by the mortgage lenders against the Owner Partnership,
Shopco and its general partner in which the lenders claimed rights, among other
things, to the declared distribution (the "Litigation"). Shopco is also
subject to the terms of a settlement agreement with the mortgage lenders, dated
October 9, 1996, which relates to the TRO, the Litigation and certain other
matters concerning the Mall (the "Settlement Agreement").
Pursuant to the Settlement Agreement, the TRO will be vacated and the
mortgage lenders will release their claims on the earlier of the expiration of
the 30 day ratification appeal period if no appeal is taken (i.e., on or about
February 24, 1997), or on March 15, 1997, if an appeal is taken and absent
certain circumstances set out in the Settlement Agreement (the "Release Date").
The Settlement Agreement provides that upon the occurrence of the Release Date,
the parties will vacate the TRO and discontinue the Litigation with prejudice
to plaintiffs and without costs to any party, provided only that the Owner
Partnership shall have paid all its payables due on or before October 15, 1996
and partnership expenses, and provided the mortgage lenders with reasonable
evidence thereof. Shopco intends to make the previously declared $1.35 per
unit distribution promptly after the TRO terminates. However, due to the
uncertainties of the TRO termination date and the Litigation, there can be no
assurance as to the amount or timing of the distribution, or whether a
distribution will be made.
If the Release Date occurs on or about February 24, 1997, Shopco
intends to pay the previously declared cash distribution to unitholders of
record on September 30, 1996. Subsequently, Shopco will wind up its activities
and distribute any remaining cash for distribution, after provision for
liabilities and expenses, in accordance with its partnership agreement.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
Due to various factors including the TRO, the Litigation, the
Settlement Agreement and the foreclosure ratification appeal period, pro forma
financial statements would not be meaningful. The financial statements and
notes thereto for the fiscal year ended December 31, 1996, to be included in
Form 10-K, will reflect the matured mortgage debt and the foreclosure sale.
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.
SHOPCO LAUREL CENTRE, L.P.
Registrant
By: LAUREL CENTRE INC.
General Partner
Date: February 7, 1997 By: /s/ Paul L. Abbott
Director, President and
Chief Executive Officer
Date: February 7, 1997 By: /s/ Robert J. Hellman
Director, Vice President and
Chief Financial Officer
