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) February 29, 2000
SHOPCO REGIONAL MALLS, L.P.
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(Exact name of registrant as specified in its charter)
Delaware 33-20614 13-3217028
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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
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Address of principal executive offices Zip Code
(212) 526-3183
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Registrant's Telephone Number, Including Area Code
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SHOPCO REGIONAL MALLS, L.P.
Item 5. Other Events
A special meeting of the limited partners of Shopco Regional Malls, L.P., a
Delaware limited partnership, was held at the offices of the Partnership, 3
World Financial Center, 26th Floor, New York, New York 10285-2900 on February
29, 2000 for the following purposes:
1. To approve the sale of Cranberry Mall, in Westminster, Maryland, and
the subsequent liquidation and dissolution of the Partnership.
Cranberry Properties MM Corp., a Delaware corporation, will
purchase Cranberry Mall for $33,500,000. Regional Malls Inc., the
general partner of the Partnership, anticipates that the limited
partners will receive distributions of approximately $122 per unit
of limited partnership interest in the Partnership in cash,
representing (i) approximately $20 per unit of net proceeds from
the sale of the Partnership's interest in Cranberry Mall (after the
Partnership pays or provides for payment of transaction costs), and
(ii) additional cash reserves (after payment or provision for
payment of outstanding and anticipated liabilities), which the
Partnership estimates will be approximately $102 per unit. It is
possible that distributions to the limited partners will be lower
if the purchaser renegotiates the purchase price, and the general
partner, in its reasonable discretion, agrees to a lower purchase
price which it believes to be in the best interests of the limited
partners, but in no event shall the purchase price be reduced by
more than 3%.
2. To transact such other business as may properly come before the special
meeting or any adjournment or postponement thereof.
At this special meeting the Partnership received the required approval from the
limited partnership units entitled to vote. The results of the vote were as
follows:
For 58.19%
Against 2.25%
As a result of this vote, the General Partner intends to sell Cranberry Mall and
liquidate the Partnership in 2000. While we anticipate that the sale will close
during the first half of 2000, there can be no assurance that the sale will be
completed within this time frame.
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SHOPCO REGIONAL MALLS, L.P.
SIGNATURES
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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.
SHOPCO REGIONAL MALLS, L.P.
BY: REGIONAL MALLS INC.
General Partner
Date: March 8, 2000 BY: /s/Michael T. Marron
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Name: Michael T. Marron
Title: President and Chief Financial Officer
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