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Midwest Real Estate Shopping Center LP – ‘10-Q’ for 6/30/96

As of:  Wednesday, 8/14/96   ·   For:  6/30/96   ·   Accession #:  928790-96-181   ·   File #:  1-09331

Previous ‘10-Q’:  ‘10-Q’ on 5/15/96 for 3/31/96   ·   Next:  ‘10-Q’ on 11/14/96 for 9/30/96   ·   Latest:  ‘10-Q’ on 11/12/99 for 9/30/99

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 8/14/96  Midwest RE Shopping Center LP     10-Q        6/30/96    2:31K                                    LP Administration/FA

Quarterly Report   —   Form 10-Q
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                      11±    49K 
 2: EX-27     ƒ Financial Data Schedule for Second Quarter 10-Q        1      5K 
                          Midwest Real Estate Shopping Center,                   
                          L.P.                                                   


10-Q   —   Quarterly Report
Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
"Liquidity and Capital Resources
"Item 1. Legal Proceedings
"Items 2-4. Not applicable
"Item 5. Other Information
"Item 6. Exhibits and reports on Form 8-K


United States 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 June 30, 1996 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: 1-9331 MIDWEST REAL ESTATE SHOPPING CENTER, L.P. Exact Name of Registrant as Specified in its Charter Delaware 13-3384643 State or Other Jurisdiction of I.R.S. Employer Identification No. Incorporation or Organization 3 World Financial Center, 29th Floor, New York, NY Attn.: Andre Anderson 10285 Address of Principal Executive Offices Zip Code (212) 526-3237 Registrant's Telephone Number, Including Area Code 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 ____ Balance Sheets At June 30, At December 31, 1996 1995 Assets Property held for disposition $24,500,000 $24,500,000 Cash and cash equivalents 5,681,095 5,971,023 Restricted cash 1,031,380 1,012,296 Accounts receivable, net of allowance of $341,900 in 1996 and $174,600 in 1995 402,510 537,561 Deferred rent receivable 82,062 112,931 Due from affiliates, net 117,961 115,062 Prepaid assets 206,833 92,607 Total Assets $32,021,841 $32,341,480 Liabilities and Partners' Deficit Liabilities: Accounts payable and accrued expenses $ 481,654 $ 623,499 Zero coupon mortgage note payable 39,666,303 38,028,587 Total Liabilities 40,147,957 38,652,086 Partners' Deficit: General Partner (129,425) (111,270) Limited Partners (10,700,000 securities outstanding) (7,996,691) (6,199,336) Total Partners' Deficit (8,126,116) (6,310,606) Total Liabilities and Partners' Deficit $32,021,841 $32,341,480 Statement of Partners' Deficit For the six months ended June 30, 1996 Limited General Partners Partner Total Balance at December 31, 1995 $ (6,199,336) $ (111,270) $ (6,310,606) Net loss (1,797,355) (18,155) (1,815,510) Balance at June 30, 1996 $ (7,996,691) $ (129,425) $ (8,126,116) Statements of Operations Three months ended June 30, Six months ended June 30, 1996 1995 1996 1995 Income Rental income $ 1,104,353 $ 1,138,679 $ 2,231,256 $ 2,292,711 Escalation income 1,329,159 1,568,248 2,552,172 2,966,137 Interest income 94,026 106,349 194,344 204,738 Miscellaneous income 29,315 128,408 102,789 446,935 Total Income 2,556,853 2,941,684 5,080,561 5,910,521 Expenses Property operating expenses 898,694 688,066 1,573,290 1,370,165 Interest expense 1,806,358 858,134 3,612,716 1,716,268 Real estate taxes 627,245 836,439 1,244,945 1,608,797 Depreciation and amortization -- 319,330 -- 614,507 General and administrative 46,405 46,139 104,723 123,470 Management fee 47,771 46,585 101,556 98,503 Professional fees 95,124 79,284 258,841 106,523 Total Expenses 3,521,597 2,873,977 6,896,071 5,638,233 Net Income (Loss) $ (964,744) $ 67,707 $(1,815,510) $ 272,288 Net Income (Loss) Allocated: To the General Partner $(9,647) $ 677 $ (18,155) $ 2,723 To the Limited Partners (955,097) 67,030 (1,797,355) 269,565 $(964,744) $ 67,707 $(1,815,510) $ 272,288 Per limited partnership unit (10,700,000 securities outstanding) $(.09) $.01 $(.17) $.03 Statements of Cash Flows For the six months ended June 30, 1996 1995 Cash Flows From Operating Activities: Net income (loss) $ (1,815,510) $ 272,288 Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities: Depreciation and amortization -- 614,507 Increase in interest on zero coupon mortgage note payable 1,637,716 1,716,268 Increase (decrease) in cash arising from changes in operating assets and liabilities: Restricted cash (19,084) -- Accounts receivable, net 135,051 (411,928) Deferred rent receivable 30,869 (17,658) Due from affiliates, net (2,899) (7,038) Prepaid assets (114,226) 113,124 Accounts payable and accrued expenses (141,845) (402,035) Net cash provided by (used for) operating activities (289,928) 1,877,528 Cash Flows From Investing Activities: Additions to real estate -- (468,516) Net cash used for investing activities -- (468,516) Cash Flows From Financing Activities: Distributions paid -- (1,513,130) Net cash used for financing activities -- (1,513,130) Net decrease in cash and cash equivalents (289,928) (104,118) Cash and cash equivalents, beginning of period 5,971,023 6,693,502 Cash and cash equivalents, end of period $ 5,681,095 $ 6,589,384 Supplemental Disclosure of Cash Flow Information: Cash paid during the period for interest $ 1,975,000 $ -- Notes to the Financial Statements The unaudited financial statements should be read in conjunction with the Partnership's annual 1995 audited financial statements within Form 10-K. The unaudited financial statements include all adjustments which are, in the opinion of management, necessary to present a fair statement of financial position as of June 30, 1996 and the results of operations and cash flows for the six months ended June 30, 1996 and 1995 and the statement of partner's deficit for the six months ended June 30, 1996. Results of operations for the periods are not necessarily indicative of the results to be expected for the full year. Certain prior year amounts have been reclassified in order to conform to the current year's presentation. The following significant events have occurred subsequent to fiscal year 1995, which require disclosure in this interim report per Regulation S-X, Rule 10-01, Paragraph (a)(5): On June 20, 1996, the Partnership filed for bankruptcy protection under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the Southern District of New York in order to prevent the foreclosure sale of its sole property Brookdale Center ("Brookdale"), which was scheduled for June 21, 1996. The Partnership undertook the bankruptcy filing after extended negotiations with The Equitable Life Assurance Society of the United States ("Equitable"). On April 12, 1996, the Partnership and Equitable executed a letter of intent that outlined the principle terms, as described below, of a proposed loan work-out relating to the disposition of Brookdale including a plan of liquidation (the "Plan") for the Partnership under Chapter 11 of the Bankruptcy Code that would be supported by Equitable. The Partnership plans to file a consensual Plan with Equitable, subject to bankruptcy court approval. The terms of the loan work-out, as discussed above, contemplate that while the Mortgage would remain in default, the Partnership would seek to market Brookdale to a third-party buyer. In the event no acceptable third-party offer is received by November 15, 1996, or a third party fails to close the acquisition by December 1, 1996, both the Partnership and Equitable would have the right to transfer ownership of Brookdale to Equitable and Equitable's participant, EML Associates ("EML"), for a $500,000 cash purchase price. Equitable and EML would also be granted certain limited rights of first refusal to acquire Brookdale. The net sales proceeds from a third-party buyer, after costs of the sale and amounts owed to Equitable under any debtor-in-possession financing, would be split as follows: first, up to $750,000 to the Partnership and $30 million to Equitable on a pari passu basis, then 50/50 on any additional net sales proceeds up to the next $6 million, with the balance, if any, to the Partnership. The Partnership does not expect that the net sales proceeds from a third-party buyer, after costs of the sale and payment of amounts owed to Equitable, will be material to the Partnership. Under the letter of intent and a cash collateral order entered by the Bankruptcy Court on July 16, 1996, all available cash flow during the bankruptcy (after payment of property expenses and administrative costs, other than attorney fees of Partnership's counsel which would be paid by the Partnership) will be paid to Equitable. Equitable will fund any necessary capital and leasing costs pursuant to a super-priority, non-recourse, debtor-in- possession loan by Equitable payable upon the disposition of Brookdale. General Growth Management, Inc., the present receiver for Brookdale, has been reinstated for Brookdale as property manager, following Bankruptcy Court approval, and there is no longer a receiver. The contemplated arrangements are subject to bankruptcy court approval, certain conditions precedent, the approval of the Board of Directors of the Partnership's General Partner, the approval of Equitable's Investment Committee and the approval of EML and its partners. On June 24, 1996, the New York Stock Exchange (the "NYSE") notified the Partnership that the trading of Partnership Units, which had traded on the NYSE under the symbol "EQM," had been suspended and would be delisted from the NYSE effective as of the close of business on June 24, 1996. According to a press release issued by the NYSE, its action was taken in view of the fact that the Partnership has fallen below the NYSE's continued listing criterion relating to aggregate market value of shares outstanding (less than $8 million) together with average net income after taxes for the past three years (less than $600,000); aggregate market value of publicly-held shares (less than $5 million); and the Partnership's announcement on June 20, 1996 that it had filed for bankruptcy protection. Dayton's land and building are owned by DDC, an affiliate of Dayton's, which leases Dayton's land and building to Dayton's. DDC's lease to Dayton's ran through July 31, 1996. DDC and Dayton's were subject to an operating covenant with the Partnership that generally required Dayton's to operate a Dayton's store in the Dayton's building until July 31, 1996. Although the operating agreement has not been renewed, Dayton's has not informed the Partnership of any intention to leave the Mall. Although Dayton's operating covenant has expired, Dayton's is still subject to a reciprocal easement agreement with the center's ownership which governs the store's operational relationship with the Mall. Part 1, Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources The General Partner has been attempting to sell the Partnership's remaining property, Brookdale Center (the "Property" or "Brookdale"), and pay off the Mortgage, which is held by The Equitable Life Assurance Society of the United States ("Equitable") and secured by the Property. The General Partner was unable to consummate a sale of the Property and repay the Mortgage prior to June 30, 1995, the maturity date of the Mortgage. As a result, on July 5, 1995, Equitable issued a notice of default to the Partnership and commenced advertising Brookdale for a public nonjudicial foreclosure sale to be held on September 12, 1995. Such date was subsequently postponed on several occasions. On June 20, 1996, the Partnership filed for bankruptcy protection under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the Southern District of New York in order to prevent the foreclosure sale of Brookdale, which was scheduled for June 21, 1996. The Partnership undertook the bankruptcy filing after extended negotiations with Equitable. On April 12, 1996, the Partnership and Equitable executed a letter of intent that outlined the principle terms, as described below, of a proposed loan work-out relating to the disposition of Brookdale including a plan of liquidation (the "Plan") for the Partnership under Chapter 11 of the Bankruptcy Code that would be supported by Equitable. The Partnership plans to file a consensual Plan with Equitable, subject to bankruptcy court approval. The terms of the loan work-out, as discussed above, contemplate that while the Mortgage would remain in default, the Partnership would seek to market Brookdale to a third-party buyer. In the event no acceptable third-party offer is received by November 15, 1996, or a third party fails to close the acquisition by December 1, 1996, both the Partnership and Equitable would have the right to transfer ownership of Brookdale to Equitable and Equitable's participant, EML Associates ("EML"), for a $500,000 cash purchase price. Equitable and EML would also be granted certain limited rights of first refusal to acquire Brookdale. The net sales proceeds from a third-party buyer, after costs of the sale and amounts owed to Equitable under any debtor-in-possession financing, would be split as follows: first, up to $750,000 to the Partnership and $30 million to Equitable on a pari passu basis, then 50/50 on any additional net sales proceeds up to the next $6 million, with the balance, if any, to the Partnership. The Partnership does not expect that the net sales proceeds from a third-party buyer, after costs of the sale and payment of amounts owed to Equitable, will be material to the Partnership. Under the Chapter 11 plan to be filed, pending sale, all available cash flow from Brookdale (after payment of property expenses and administrative costs associated with the bankruptcy) will be paid to Equitable. Equitable will fund necessary capital and leasing costs pursuant to a super-priority, non-recourse, debtor-in-possession loan by Equitable payable upon the disposition of Brookdale. The contemplated arrangements are subject to bankruptcy court approval, certain conditions precedent, the approval of the Board of Directors of the Partnership's General Partner, the approval of Equitable's Investment Committee and the approval of EML and its partners. On June 24, 1996, the New York Stock Exchange (the "NYSE") notified the Partnership that the trading of Partnership Units, which had traded on the NYSE under the symbol "EQM," had been suspended and would be delisted from the NYSE effective as of the close of business on June 24, 1996. According to a press release issued by the NYSE, its action was taken in view of the fact that the Partnership has fallen below the NYSE's continued listing criterion relating to aggregate market value of shares outstanding (less than $8 million) together with average net income after taxes for the past three years (less than $600,000); aggregate market value of publicly-held shares (less than $5 million); and the Partnership's announcement on June 20, 1996 that it had filed for bankruptcy protection. Beginning August 2, 1995, General Growth Management, Inc. ("General Growth"), the current property manager, acted as the receiver of Brookdale as appointed by the Minnesota District Court. In such capacity, General Growth collected the rent proceeds from Brookdale's tenants and applied the proceeds to payments of, among other things, Brookdale's operating expenses, maintenance costs, real estate taxes, tenant improvements and leasing commissions, with any remaining funds paid to Equitable for interest due under the Mortgage. From the date of receivership through June 30, 1996, the net cash flow generated by Brookdale was not available to the Partnership and is reflected on the Partnership's balance sheet as restricted cash. During December 1995, $700,000 was forwarded to Equitable and applied to the Mortgage under the terms of the receivership. During the first quarter of 1996, an additional $825,000 was forwarded to Equitable, under the terms of the receivership, and applied to the Mortgage. During the second quarter of 1996, an additional $1,150,000 was forwarded to Equitable, under the terms of the receivership, and applied to the Mortgage. The increase in restricted cash from December 31, 1995 to June 30, 1996 is attributable to cash flow generated by Brookdale partially offset by the $1,975,000 in total payments made to Equitable during the first and second quarters of 1996. Debt service shortfalls, if any, may be advanced by Equitable and added to the principal amount of the Mortgage. General Growth has been reinstated for Brookdale as property manager, following Bankruptcy Court approval, and there is no longer a receiver. In an effort to facilitate the sale of Brookdale, the General Partner has retained Jones Lang Wootton ("JLW"), an international real estate sales and advisory firm with extensive experience in marketing large assets to the investment community. The General Partner is hopeful that JLW's efforts will result in an acceptable offer to buy Brookdale. However, the serious difficulties facing the retail industry, as well as other industry trends, are adversely impacting both sales opportunities and market values for malls such as Brookdale. As of the filing date of this report, the following tenants, or their parent corporations, at the Mall have filed for protection under the U.S. Bankruptcy Code. Tenant Square Footage Leased Stuarts 8,069 Braun's 3,540 J Riggings 2,815 Mr. Bulky 1,566 JW 1,410 These tenants occupy 17,400 square feet, or approximately 8.7% of Brookdale's leasable area (exclusive of anchor tenants), and at this time their plans to remain at Brookdale remain uncertain. Pursuant to the provisions of the U.S. Bankruptcy Code, these tenants may, with court approval, choose to reject or accept the terms of their leases. Should any of these tenants exercise the right to reject their leases, this could have an adverse impact on cash flow generated by Brookdale and revenues received by the Partnership and the Partnership's negotiations with Equitable with respect to the default on the Mortgage. Dayton's land and building are owned by DDC, an affiliate of Dayton's, which leases Dayton's land and building to Dayton's. DDC's lease to Dayton's ran through July 31, 1996. DDC and Dayton's were subject to an operating covenant with the Partnership that generally required Dayton's to operate a Dayton's store in the Dayton's building until July 31, 1996. Although the operating agreement has not been renewed, Dayton's has not informed the Partnership of any intention to leave the Mall. Although Dayton's operating covenant has expired, Dayton's is still subject to a reciprocal easement agreement with the center's ownership which governs the store's operational relationship with the Mall. At June 30, 1996, the Partnership had unrestricted cash and cash equivalents totaling $5,681,095 compared to $5,971,023 at December 31, 1995. The decrease is due to expenditures for Partnership operations and the absence of cash flow from Brookdale being paid to the Partnership, due to the appointment of a receiver on August 2, 1995 as described above. Accounts receivable decreased from $537,561 at December 31, 1995 to $402,510 at June 30, 1996. The decrease reflects an increase in the allowance for bad debt expense related to two Brookdale tenants and timing differences in the receipt of rental payments. Prepaid assets increased from $92,607 at December 31, 1995 to $206,833 at June 30, 1996 primarily due to the timing and recognition of payments for prepaid insurance. Accounts payable and accrued expenses decreased from $623,499 at December 31, 1995 to $481,654 at June 30, 1996. The decrease reflects the payments in 1996 of 1995 audit, legal and appraisal fees. Zero coupon mortgage note payable increased from $38,028,587 at December 31, 1995 to $39,666,303 at June 30, 1996 due to the accrual of interest on the Mortgage which matured on June 30, 1995. Pursuant to its terms, the Mortgage accrues interest at a default rate of 19% per annum commencing July 1, 1995. See "Liquidity and Capital Resources" above for a discussion of the default. Results of Operations Cash used for operating activities totaled $289,928 for the six months ended June 30, 1996 compared to cash provided by operating activities of $1,877,528 for the same period during 1995. The reduced cash flow is primarily due to the payment of all net cash flow from Brookdale to Equitable, which commenced on August 2, 1995 (see "Liquidity and Capital Resources" above). The Partnership recognized net losses of $964,744 and $1,815,510 for the three and six months ended June 30, 1996 compared to net income of $67,707 and $272,288 for the same periods in 1995. The change from net income to net loss is primarily due to increased interest expense on the Mortgage. Escalation income totaled $1,329,159 and $2,552,172 for the three and six months ended June 30, 1996 compared to $1,568,248 and $2,966,137 for the same periods in 1995. The decrease is primarily due to lower recoverable real estate tax and common area maintenance income. Miscellaneous income totaled $29,315 and $102,789, respectively, for the three and six months ended June 30, 1996 compared to $128,408 and $446,935 for the corresponding periods during 1995. Miscellaneous income during the 1995 six-month period primarily consisted of lease buyout settlements related to two Brookdale tenants totaling $314,000, whereas the balance for the 1996 six- month period primarily consisted of a lease settlement totaling $60,000 for one Brookdale tenant. Total expenses for the three and six months ended June 30, 1996 totaled $3,521,597 and $6,896,071, respectively, compared to $2,873,977 and $5,638,233 for the same periods in 1995. The increases reflect increases in interest expense, property operating expenses and professional fees, partially offset by a decrease in depreciation and amortization and real estate taxes. Property operating expenses for the three and six months ended June 30, 1996 totaled $898,694 and $1,573,290, respectively, compared to $688,066 and $1,370,165 for the corresponding periods in 1995. The increases are due to higher bad debt expense related to two Brookdale tenants. Interest expense for the three and six months ended June 30, 1996 totaled $1,806,358 and $3,612,716, respectively, compared to $858,134 and $1,716,268 for the same periods in 1995. The increases are primarily due to the accrual of higher interest on the Mortgage, which is accruing at a default rate of 19%, as described above, compared to 10.2% for the first six months of 1995. Real estate taxes for the three and six months ended June 30, 1996 totaled $627,245 and $1,244,945, respectively, compared to $836,439 and $1,608,797 during the same periods in 1995. The decreases are due to a decrease in the assessed value of Brookdale. Depreciation and amortization for the three and six months ended June 30, 1996 totaled $0 compared to $319,330 and $614,507 for the same periods in 1995. Effective January 1, 1996, the Partnership's assets are no longer depreciable due to the adoption of Statement of Financial Accounting Standards No. 121 "Accounting for the Impairment of Long-lived Assets and for Long- lived Assets to be Disposed of," which requires the carrying amount of assets held for disposition to equal fair value less estimated costs to sell. Additionally, depreciation and/or amortization should not be recorded during the period in which assets are being held for disposition. Professional fees for the three and six-month period ended June 30, 1996 totaled $95,124 and $258,841, respectfully, compared to $79,284 and $106,523 for the corresponding periods in 1995. The increase is primarily due to higher legal and other professional fees in relation to the situation surrounding the Mortgage as described under "Liquidity and Capital Resources" above. Sales for tenants (exclusive of anchor tenants) who operated at Brookdale for each of the last two years were approximately $14,582,900 and $15,006,600 for the six months ended June 30, 1996 and 1995, respectively. Total tenant sales (exclusive of anchor tenants) were approximately $16,194,000 and $16,820,000 for the six months ended June 30, 1996 and 1995, respectively. The decrease in sales is attributable to increased competition from recently-renovated area retail centers and local discounters, and a decrease in occupancy. As of June 30, 1996, Brookdale was 73% occupied (exclusive of anchor and outparcel stores), compared with 76% at June 30, 1995. Part II Other Information. Item 1 Legal Proceedings. On June 20, 1996, the Partnership filed for bankruptcy protection under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the Southern District of New York in order to prevent a foreclosure sale of its sole property, Brookdale. The Partnership undertook the filing after extended negotiations with Equitable. Equitable is the largest creditor of the Partnership and the holder of a mortgage note secured by Brookdale. A foreclosure sale of Brookdale was scheduled for June 21, 1996. Equitable and the Partnership entered into a non- binding letter of intent outlining a proposed loan work- out relating to Brookdale, including a plan of reorganization for the Partnership under Chapter 11 of the Bankruptcy Code that would be supported by Equitable. That plan would have the Partnership market Brookdale to a third-party buyer. If no buyer contracts to acquire Brookdale by November 15, 1996, or the buyer fails to close by December 1, 1996, both the Partnership and Equitable have the right to transfer ownership of Brookdale to Equitable and Equitable's participant in the loan, EML, for a $500,000 purchase price (which could be increased under certain circumstances). Equitable and EML would also be granted certain limited rights of first refusal to acquire Brookdale. The net sales proceeds from a third- party buyer, after costs of the sale and the amount owed to Equitable under any debtor-in-possession financing, would be split $750,000 to the Partnership and $30 million to Equitable on a pari passu basis, then 50/50 on the next $6 million, with the balance, if any, to the Partnership. The Partnership does not expect that the net sales proceeds from a third-party buyer, after costs of the sale and payment of amounts owed to Equitable, will be material to the Partnership. Under the letter of intent and a cash collateral order entered by the Bankruptcy Court on July 16, 1996, all available cash flow during the bankruptcy (after payment of property expenses and administrative costs, other than attorney fees of Partnership's counsel which would be paid by the Partnership) will be paid to Equitable. Equitable will fund any necessary capital and leasing costs pursuant to a super-priority, non- recourse, debtor-in-possession loan by Equitable payable upon the disposition of Brookdale. General Growth Management, Inc., the present receiver for Brookdale, has been reinstated for Brookdale as property manager, following Bankruptcy Court approval, and there is no longer a receiver. The contemplated arrangements are subject to the execution of a definitive agreement, certain conditions precedent, the approval of the Board of Directors of the Partnership's General Partner, the approval of Equitable's Investment Committee and the approval of EML and its partners. Items 2-4 Not applicable. Item 5 Other Information. On June 24, 1996, the New York Stock Exchange suspended trading in the common stock of the Partnership in view of the fact that it fell below the Exchange's continued listing criterion, and the announcement on June 20, 1996 that the Partnership had filed for bankruptcy protection under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the Southern District of New York. Item 6 Exhibits and reports on Form 8-K. (a) Exhibits (27) Financial Data Schedule (b) Reports on Form 8-K - On June 28, 1996, a Form 8-K was filed reporting that on June 20, 1996, the Partnership filed a voluntary petition under Chapter 11 of the United States Bankruptcy code with the U.S. Bankruptcy Court for the Southern District of New York (File No. 96B43335). It was also reported that the New York Stock Exchange informed the Partnership that its units would be suspended from trading on the Exchange on Monday, June 24, 1996, and delisted from the Exchange as of the close of business on that date. 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, thereunto duly authorized. MIDWEST REAL ESTATE SHOPPING CENTER, L.P. BY: MIDWEST CENTERS INC. General Partner Date: August 14, 1996 BY:/s/ Paul L. Abbott Director, President and Chairman of the Board Date: August 14, 1996 BY:/s/ Robert J. Hellman Director, Vice President and Chief Financial Officer

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing    Date    Other Filings
12/1/96
11/15/96
Filed on:8/14/96
7/31/96
7/16/96
For Period End:6/30/96
6/28/968-K
6/24/96
6/21/96
6/20/968-K
4/12/96
1/1/96
12/31/9510-K
9/12/95
8/2/95
7/5/958-K
7/1/95
6/30/9510-Q
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