Midwest Real Estate Shopping Center LP – ‘10-Q’ for 9/30/95

As of:  Tuesday, 11/14/95   ·   For:  9/30/95   ·   Accession #:  928790-95-152   ·   File #:  1-09331

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Quarterly Report   —   Form 10-Q
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                      12±    49K 
 2: EX-27       Midwest R.E. Shopping Ctr L.P. Financial Data          1      5K 
                          Schedule for 1995 Third Qtr 10-Q                       

10-Q   —   Quarterly Report
Document Table of Contents

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 September 30, 1995 

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      
Incorporation or organization)                         identification No.)    

3 World Financial Center, 29th Floor, New York, NY                              
Attention:  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

                                         September 30,          December 31,
Assets                                             1995                  1994   

Property held for disposition              $ 34,246,453          $ 35,072,000   
Cash                                          6,749,000             6,693,502   
Restricted cash                               1,341,156                     0   
Accounts receivable, net of allowance of                                        
$117,000 in 1995 and $95,229 in 1994           713,877               272,327  
Due from affiliates, net                         94,561                88,278   
Deferred charges, net of accumulated                                            
amortization of $246,676 in 1994                     0                33,324  
Prepaid assets                                  148,171               142,679   

 Total Assets                           $ 43,293,218          $ 42,302,110

Liabilities and Partners' Capital                                               

Liabilities:                                                                    
Accounts payable and accrued expenses    $  1,532,821          $  1,170,453 
Mortgage note payable                      37,048,580            33,652,305 
Distribution payable                          756,565               756,565 

 Total Liabilities                        39,337,966            35,579,323

Partners' Capital (Deficit):                                                    
General Partner                                (8,611)               19,065 
Limited Partners (10,700,000                                                
securities outstanding)                     3,963,863             6,703,722 

 Total Partners' Capital                   3,955,252             6,722,787

Total Liabilities and                                                   
 Partners' Capital                      $ 43,293,218          $ 42,302,110

Statement of Partners' Capital (Deficit)
For the nine months ended September 30, 1995

                            Limited        General
                                        Partners        Partner        Total

Balance at December 31, 1994          $  6,703,722       $ 19,065  $ 6,722,787  
Net loss                                  (492,859)        (4,978)    (497,837) 
Distributions                           (2,247,000)       (22,698)  (2,269,698) 

Balance at September 30, 1995         $  3,963,863       $ (8,611) $ 3,955,252  

Statements of Operations

                                Three months ended         Nine months ended
                                       September 30,             September 30,
Income                            1995          1994         1995         1994  

Rental income             $  1,238,925  $  1,145,451  $ 3,531,636  $ 3,701,786  
Escalation income            1,430,703     1,618,633    4,396,840    4,809,822  
Interest income                115,405        63,924      320,143      173,804  
Miscellaneous income            11,429        10,038      458,364    1,473,681  

  Total Income             2,796,462     2,838,046    8,706,983   10,159,093

Expenses                                                                        

Property operating expenses    660,185       852,382    2,030,350    1,943,299  
Interest expense             1,680,007     1,146,839    3,396,275    5,329,405  
Real estate taxes              798,412       933,837    2,407,209    2,766,721  
Depreciation and amortization  291,084       496,823      905,591    2,236,336  
General and administrative      54,989       138,788      178,459      250,360  
Management fee                  53,963        54,924      152,466      171,741  
Professional fees               27,947      (198,697)     134,470      143,852  

  Total Expenses           3,566,587     3,424,896    9,204,820   12,841,714

Loss from operations          (770,125)     (586,850)    (497,837)  (2,682,621) 

Gain on sale of property             0     4,380,756            0    4,380,756  

  Net Income (Loss)     $   (770,125) $  3,793,906  $  (497,837) $ 1,698,135

Net Income (Loss) Allocated:                                                    

To the General Partner    $     (7,701) $    892,178  $    (4,978) $   871,220  
To the Limited Partners       (762,424)    2,901,728     (492,859)     826,915  

                        $   (770,125) $  3,793,906  $  (497,837) $ 1,698,135

Per limited partnership security                                                
(10,700,000 securities                                                      
outstanding)            $       (.08) $        .27  $      (.05) $       .08

Statements of Cash Flows
For the nine months ended September 30, 1995 and 1994 

Cash Flows from Operating Activities:                 1995                1994  

Net income (loss)                            $    (497,837)       $  1,698,135  
Adjustments to reconcile net income                                             
(loss) to net cash provided by                                                  
operating activities:                                                           
Depreciation and amortization                    905,591           2,236,336
Increase in interest on mortgage                                            
notes payable                                  3,396,275           5,329,405
 Gain on sale of property                              -           (4,380,756)
Increase (decrease) in cash arising from changes                            
in operating assets and liabilities:                                        
      Restricted cash                         (1,341,156)                  -
       Accounts receivable, net                  (441,550)           (144,444)
      Due from affiliates, net                    (6,283)                  -
      Prepaid assets                              (5,492)          1,676,333
       Accounts payable and accrued expenses      785,045            (941,323)
       Deferred income                                 -           (1,250,000)
      Due to affiliates                               -               21,231

Net cash provided by operating activities        2,794,593           4,244,917  

Cash Flows from Investing Activities:                                           

 Additions to real estate, net                   (469,397)           (586,818)
      Proceeds from sale of property, net             -           60,863,291

Net cash provided by (used for)                                                 
investing activities                              (469,397)         60,276,473  

Cash Flows from Financing Activities:                                           

 Cash distributions                            (2,269,698)        (12,213,132)
       Payment of mortgage payable                     -          (54,504,713)

Net cash used for financing activities          (2,269,698)        (66,717,845) 

Net increase (decrease) in cash                     55,498          (2,196,455) 
Cash at beginning of period                      6,693,502          10,668,441  

Cash at end of period                         $  6,749,000   $       8,471,986  

Supplemental Disclosure of Cash Flow Information:                               

Cash paid during the period for interest    $         -    $              - 

Supplemental Disclosure of Noncash Investing Activities:                        

Capital expenditures of $422,677 were funded through accounts payable in 1994.  

Closing costs in the amount of $1,333,070 were funded through accounts payable  
and due to affiliates in 1994.                                                  

Notes to the Financial Statements 

The unaudited interim financial statements should be read in conjunction with   
the Partnership's annual 1994 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 September 30, 1995 and the results of operations and cash flows  
for the nine months ended September 30, 1995 and 1994 and the statement of      
partners' capital (deficit) for the nine months ended September 30, 1995.       
Results of operations for the periods are not necessarily indicative of the     
results to be expected for the full year.                                       

The following significant events have occurred subsequent to fiscal year 1994,  
which require disclosure in this interim report per Regulation S-X, Rule 10-01, 
Paragraph (a)(5).                                                               

On May 12, 1995, the Partnership announced that an action was recently filed in 
the Superior Court for Los Angeles County and removed to the Federal District   
Court for the Central District of California, on behalf of all persons who      
purchased Limited Partnership Units of the Partnership during the period from   
December 26, 1986 to the present.  The action is brought against the General    
Partner (Midwest Centers Inc.) and other defendants with respect to the offer   
and sale of Limited Partnership Units, the operation of the Partnership and the 
partial liquidation of the Partnership's assets.  The General Partner believes  
that Plaintiff's allegations are without merit, and will defend the lawsuit     
vigorously.  The complaint alleges, among other things, that the sponsor        
secured investments in the Partnership through fraudulent means and that the    
solicitation statement used by the Partnership to solicit limited partner       
consents to the July 1994 sale of Northland Center Shopping Center              
("Northland") contained material misrepresentations and omissions and that the  
General Partner, assisted by the other defendants, breached its fiduciary       
duties to the plaintiffs in connection with the offer and sale of Limited       
Partnership Units, the operation of the Partnership and the Northland sale.     
Plaintiffs seek, among other things, compensatory damages and to have their     
action certified as a class action under the Federal Rules of Civil Procedure.  

The Partnership also announced on May 12, 1995 that three other actions were    
recently filed - one in the Federal District Court for the Central District of  
California, and two in the Federal District Court for the Southern District of  
New York - against the General Partner and other defendants.  The New York      
actions are brought on behalf of all persons who owned Limited Partnership      
Units on June 7, 1994.  The California action is brought on behalf of all       
persons who owned Limited Partnership Units during the period June 7, 1994 to   
the present.  All three complaints allege that the solicitation statement       
contained material misrepresentations and omissions in violation of Section     
14(a) of the Securities and Exchange Act of 1934 and Rule 14a-9 promulgated     
thereunder.  The complaints in the New York actions also allege claims for      
breach of fiduciary duty, negligent misrepresentation and breach of the limited 
partnership agreement relating to the partial liquidation of the Partnership's  
assets.  Plaintiffs in all actions seek, among other things, compensatory       
damages and to have their action certified as a class action under the Federal  
Rules of Civil Procedure.  The General Partner believes that plaintiffs'        
allegations in all three actions are without merit and will defend these        
lawsuits vigorously.                                                            

On May 10, 1995, the Partnership received a notice from The Equitable Life      
Assurance Society of the United States ("Equitable") requesting that the        
Partnership deposit eligible collateral having a present value of $3,312,199 by 
June 3, 1995.  The Partnership did not deposit the eligible collateral.         

On July 5, 1995, the Partnership received notice from Equitable that the        
Partnership failed to pay all principal and accrued interest due under the      
first mortgage (the "Mortgage") secured by Brookdale Center ("Brookdale"), on   
June 30, 1995, the maturity date of the Mortgage.  The notice stated that in    
the event such amount is not paid within ten days after receipt of the notice,  
an Event of Default under the Mortgage would exist and Equitable would pursue   
all remedies available to it, including without limitation, foreclosure of the  
lien of the Mortgage by power of sale or judicial foreclosure and the           
appointment of the receiver. Further to its July 5, 1995 notice of default to   
the Partnership, Equitable, which holds the mortgage on Brookdale, commenced    
advertising Brookdale for a public nonjudicial foreclosure sale to be held      
initially on September 12, 1995, and which was postponed to December 12, 1995.  
On August 2, 1995, at the request of Equitable, the District Court for the      
Fourth Judicial District of Minnesota appointed General Growth Management, Inc. 
("General Growth") as the receiver of Brookdale.  In such capacity, General     
Growth will collect the rent proceeds from Brookdale's tenants and apply the    
proceeds to payment of, among other things, Brookdale's operating expenses,     
maintenance costs, real estate taxes, tenant improvements and leasing           
commissions, with any remaining funds to be paid to Equitable on account of its 
mortgage on Brookdale.  From the date of receivership through September 30,     
1995, the net cash flow generated by Brookdale, which is reflected on the       
Partnership's balance sheet as "Restricted cash" in the amount of $1,341,156,   
will be used to pay, at Equitable's discretion, property operating expenses and 
real estate taxes for Brookdale.  As a result, no cash was forwarded to         
Equitable, per the terms of the receivership, as of September 30, 1995.   Debt  
service shortfalls, if any, may be advanced by Equitable and added to the       
principal amount of the Mortgage.  General Growth will be paid a receiver's fee 
equal to 4.45% of all fixed minimum rents and percentage or overage rents       
collected.  General Growth had previously been the Partnership's property       
manager for Brookdale and received management fees at the same rate as receiver 
fees in its role as property manager.  The Partnership continues to hold        
negotiations with Equitable concerning the mortgage in default.  In addition to 
such negotiations, the Partnership is considering the alternatives available to 
it with respect to such potential foreclosure sale.                             

Beginning on July 1, 1995, the Partnership started to accrue interest on the    
Mortgage at the default rate of 19%, in accordance with the Mortgage agreement. 

J.C. Penney leases its building and the land on which its building is           
constructed from a third party which leases the land from the Partnership until 
July 27, 2015; however, it has the option to terminate the lease on either July 
27, 1995 or July 27, 2005.  J.C. Penney has not informed the Partnership of any 
intention to leave the Mall.                                                    

Part I, 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 dispose of the Partnership's         
remaining property, Brookdale Center (the "Property" or "Brookdale"), and pay   
off its first mortgage loan (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, Equitable notified the Partnership on July 5, 1995,     
that the Partnership failed to pay all principal and accrued interest due under 
the Mortgage.  The notice stated that in the event such amount was not paid     
within ten (10) days after receipt of the notice, an Event of Default under the 
Mortgage would exist and Equitable would pursue all remedies available to it,   
including, without limitation, foreclosure of the lien of the Mortgage by power 
of sale or judicial foreclosure and the appointment of the receiver.            

Further to its July 5, 1995 notice of default to the Partnership, Equitable     
commenced advertising Brookdale for a public nonjudicial foreclosure sale to be 
held on September 12, 1995.  Such date was subsequently postponed until         
December 12, 1995.  On August 2, 1995, at the request of Equitable, the         
District Court for the Fourth Judicial District of Minnesota appointed General  
Growth Management, Inc. ("General Growth"), the previous property manager, as   
the receiver of Brookdale.  In such capacity, General Growth will collect the   
rent proceeds from Brookdale's tenants and apply the proceeds to payments of,   
among other things, Brookdale's operating expenses, maintenance costs, real     
estate taxes, tenant improvements and leasing commissions, with any of the      
remaining funds to be paid to Equitable on account of the Mortgage.  From the   
date of receivership through September 30, 1995, the net cash flow generated by 
Brookdale, which is reflected on the Partnership's balance sheet as "Restricted 
cash" in the amount of $1,341,156, will be used to pay, at Equitable's          
discretion, property operating expenses and real estate taxes for Brookdale. As 
a result, no cash was forwarded to Equitable, per the terms of the              
receivership, as of September 30, 1995.  Debt service shortfalls, if any, may   
be advanced by Equitable and added to the principal amount of the Mortgage.     
General Growth will be paid a receiver's fee equal to 4.45% of all fixed        
minimum rents and percentage or overage rents collected.  General Growth had    
previously been the Partnership's property manager for Brookdale and received   
management fees at the same rate as receiver fees in its role as property       
manager.  The Partnership continues to hold negotiations with Equitable         
concerning the mortgage in default.  There is no assurance that the parties     
will reach an agreement that will prevent the foreclosure sale or that a buyer  
can be found for Brookdale prior to the foreclosure sale.                       

The Partnership will pay a 1995 third quarter cash distribution in the amount   
of $.07 per Unit to Limited Partners on or about November 15, 1995.  A portion  
of this amount was funded from the Partnership's cash reserve.  As discussed    
above, property cash flow is currently being forwarded to General Growth, as    
receiver at Brookdale.  Accordingly, any future cash distributions will be      
funded from the Partnership's cash reserve.  At present, it is uncertain        
whether the Partnership will be able to maintain quarterly cash distributions   
to the partners due to the status of the Partnership's loan from Equitable.     

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. Federal      
Bankruptcy Code.                                                                

             Tenant                  Square Footage Leased
   Gordon's Jewelers               992
   Merry Go 'Round               3,378
   Mr. Bulky                     1,566
   Stuarts                       8,069
   J Riggings                    2,815
   JW                            1,410

These tenants currently occupy 18,230 square feet, or approximately 9.1% of the 
Mall's leasable area (exclusive of anchor tenants), and at this point their     
plans to remain at the Mall remain uncertain.  Pursuant to the provisions of    
the U.S. Federal 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 the Mall and revenues received by the          
Partnership.                                                                    

At September 30, 1995, the Partnership had cash totalling $6,749,000, largely   
unchanged from $6,693,502 at December 31, 1994.                                 

Accounts receivable totaled $713,877 at September 30, 1995, compared with       
$272,327 at December 31, 1994.  The increase reflects the accrual for 1995      
percentage rent and property tax income.                                        

Mortgage notes payable increased from $33,652,305 at December 31, 1994 to       
$37,048,580 at September 30, 1995 due to the accretion of interest on           
Brookdale's zero coupon note which matured on June 30, 1995.  Pursuant to the   
terms of the Mortgage, the note accrues interest at a default rate of 19% per   
annum commencing July 1, 1995.                                                  

J.C. Penney leases its building and the land on which its building is           
constructed from a third party which leases the land from the Partnership until 
July 27, 2015; however, it has the option to terminate the lease on either July 
27, 1995 or July 27, 2005.  J.C. Penney has not informed the Partnership of any 
intention to leave the Mall.                                                    

Results of Operations                                                           

Cash provided by operating activities totalled $2,794,593 for the nine months   
ended September 30, 1995, compared with $4,244,917 for the nine months ended    
September 30, 1994.  The reduced cash flow is primarily due to the absence of   
cash flow from Northland Center, as well as the funding of restricted cash with 
all net cash flow from Brookdale, which commenced on August 2, 1995 (see        
"Liquidity and Capital Resources" above).  The Partnership recognized net       
losses of $770,125 and $497,837 for the three and nine months ended September   
30, 1995 compared to net income of $3,793,906 and $1,698,135 for the three and  
nine months ended September 30, 1994. The change from net income to net loss is 
primarily due to the gain on the sale of Northland in 1994.  Excluding this     
gain, the Partnership generated a loss from operations of $586,850 and          
$2,682,621 for the three and nine months ended September 30, 1994.  The higher  
loss from operations for the three-month period is primarily due to increased   
interest expense.  The lower loss from operations for the nine-month period     
reflects decreases in interest expense and depreciation and amortization due to 
the sale of Northland.  Also contributing to the decrease in depreciation and   
amortization is the reduction of the carrying value of Brookdale.  The carrying 
value of Brookdale was reduced during the fourth quarter of 1994 based upon     
management's assessment of the estimated fair market value of the property. The 
determination of the estimated fair market value of the property was based upon 
the most recent appraisal of the property, which is conducted annually.         

Rental income totalled $1,238,925 and $3,531,636 for the three and nine months  
ended September 30, 1995, compared with $1,145,451 and $3,701,786 for the       
corresponding periods in 1994.  The decrease for the nine-month period reflects 
lower average rental rates on new leases and a decrease in percentage rent due  
to the decrease in tenant sales.  Escalation income for the three and nine      
months ended September 30, 1995, totalled $1,430,703 and $4,396,840,            
respectively, compared to $1,618,633 and $4,809,822 for the corresponding       
periods in 1994.  Escalation income represents billings to tenants for their    
proportionate share of common area maintenance, insurance and real estate tax   
expenses, HVAC and other miscellaneous expenses.  The decrease in escalation    
income is primarily due to a decrease in property tax expense at Brookdale.     
Interest income increased for both the three and nine months ended September    
30, 1995 in comparison to the 1994 periods due to an increase in interest       
rates.  Miscellaneous income for the three and nine months ended September 30,  
1995 totaled $11,429 and $458,364, respectively, compared with $10,038 and      
$1,473,681 for the respective periods in 1994.  Miscellaneous income in the     
nine months ended September 30, 1995 primarily consisted of lease buyout        
settlements for two Brookdale tenants totaling $314,000 and a $105,728          
adjustment for an overaccrual of the Michigan Single Business Tax as a result   
of the sale of Northland Center, whereas the balance for the 1994 period        
primarily consisted of lease settlements for one former Brookdale in-line       
tenant and Carson's, a Brookdale anchor store, totaling $1,450,000.             

Total expenses for the three and nine months ended September 30, 1995 were      
$3,566,587 and $9,204,820, respectively, compared to $3,424,896 and $12,841,714 
for the corresponding periods in 1994.  The increase for the three-month period 
is primarily due to an increase in interest expense associated with the higher  
default rate at which the Mortgage on Brookdale is currently accruing interest. 
The decrease for the nine month period is due primarily to a reduction in       
expenses associated with the operation of Northland resulting from the sale of  
Northland in 1994.  Property operating expenses totaled $660,185 and $2,030,350 
for the three and nine months ended September 30, 1995, respectively, compared  
with $852,382 and $1,943,299 for the respective periods in 1994.   The increase 
for the nine-month period was primarily attributable to the collection of past  
due Carson's receivables in 1994, which had been reserved in 1993.  The         
decrease for the three-month period reflects lower common area maintenance      
costs and bad debt expense at Brookdale, as well as a third-quarter 1995 credit 
related to prior period revenues at Northland.  Real estate taxes totaled       
$798,412 and $2,407,209 for the three and nine months ended September 30, 1995, 
respectively, compared with $933,837 and $2,766,721 for the comparable periods  
in 1994.  The decrease is primarily due to a decrease in property tax expense   
at Brookdale due to a reduction in the assessed value of the Mall. General and  
administrative expense decreased for both the three and nine months ended       
September 30, 1995 in comparison to the comparable periods in 1994, reflecting  
lower costs for investor reporting and accounting fees and costs associated     
with the proxy solicitation in 1994.  Professional fees totaled $27,947 and     
$134,470 for the three and nine months ended September 30, 1995, respectively,  
compared with $(198,697) and $143,852 for the comparable periods in 199 .  The  
increase for the three-month period is due to the reclassification of legal     
fees related to the Northland sale to the gain on the sale in the third quarter 
of 1994.                                                                        

Sales for tenants (exclusive of anchor tenants) who operated at Brookdale for   
each of the last two years were approximately $19,665,600 and $20,288,700 for   
the eight months ended August 31, 1995 and 1994, respectively.  As of September 
30, 1995, Brookdale was 79% occupied (exclusive of anchor and outparcel         
stores), compared with 77% at September 30, 1994.                               

PART II        OTHER INFORMATION

Item 1  Legal Proceedings.                                                      

      On May 12, 1995, the Partnership announced that an action was recently
     filed in the Superior Court for Los Angeles County and removed to the
 Federal District Court for the Central District of California, on
    behalf of all persons who purchased Limited Partnership Units of the
    Partnership during the period from December 26, 1986 to the present.
  The action is brought against the General Partner (Midwest Centers
Inc.) and other defendants with respect to the offer and sale of
   Limited Partnership Units, the operation of the Partnership and the
     partial liquidation of the Partnership's assets.  The General Partner
 believes that Plaintiff's allegations are without merit, and will
  defend the lawsuit vigorously.  The complaint alleges, among other
       things, that the sponsor secured investments in the Partnership through
fraudulent means and that the solicitation statement used by the
     Partnership to solicit limited partner consents to the July 1994 sale
     of Northland Center Shopping Center  ("Northland") contained material
       misrepresentations and omissions and that the General Partner, assisted
by the other defendants, breached its fiduciary duties to the   
       plaintiffs in connection with the offer and sale of Limited Partnership
Units, the operation of the Partnership and the Northland sale. 
     Plaintiffs seek, among other things, compensatory damages and to have
   their action certified as a class action under the Federal Rules of
Civil Procedure.                                                

       The Partnership also announced on May 12, 1995 that three other actions
       were recently filed - one in the Federal District Court for the Central
     District of California, and two in the Federal District Court for the
     Southern District of New York - against the General Partner and other
      defendants.  The New York actions are brought on behalf of all persons
    who owned Limited Partnership Units on June 7, 1994.  The California
action is brought on behalf of all persons who owned Limited    
     Partnership Units during the period June 7, 1994 to the present.  All
 three complaints allege that the solicitation statement contained
       material misrepresentations and omissions in violation of Section 14(a)
     of the Securities and Exchange Act of 1934 and Rule 14a-9 promulgated
      thereunder.  The complaints in the New York actions also allege claims
       for breach of fiduciary duty, negligent misrepresentation and breach of
     the limited partnership agreement relating to the partial liquidation
   of the Partnership's assets.  Plaintiffs in all actions seek, among
     other things, compensatory damages and to have their action certified
  as a class action under the Federal Rules of Civil Procedure.  The
  General Partner believes that plaintiffs' allegations in all three
    actions are without merit and will defend these lawsuits vigorously.

      On August 2, 1995, at the request of Equitable, the District Court for
  the Fourth Judicial District of Minnesota appointed General Growth
     Management, Inc. ("General Growth") as the receiver of Brookdale.  In
 such capacity, General Growth will collect the rent proceeds from
     Brookdale's tenants and apply the proceeds to payment of, among other
      things, Brookdale's operating expenses, maintenance costs, real estate
      taxes, tenant improvements and leasing commissions, with any remaining
      funds to be paid to Equitable on account of its mortgage on Brookdale.
      From the date of receivership through September 30, 1995, the net cash
    flow generated by Brookdale, which is reflected on the Partnership's
       balance sheet as "Restricted cash" in the amount of $1,341,156, will be
       used to pay, at Equitable's discretion, property operating expenses and
       real estate taxes for Brookdale.  As a result, no cash was forwarded to
       Equitable, per the terms of the receivership, as of September 30, 1995.
       Debt service shortfalls, if any, may be advanced by Equitable and added
       to the principal amount of the Mortgage.  General Growth will be paid a
       receiver's fee equal to 4.45% of all fixed minimum rents and percentage
   or overage rents collected.  General Growth had previously been the
    Partnership's property manager for Brookdale and received management
       fees at the same rate as receiver fees in its role as property manager.

Items 2-4       Not applicable.                                                 

Item 5  Other Information.                                                      

 On May 10, 1995, the Partnership received a notice from Equitable
    requesting that the Partnership deposit eligible collateral having a
     present value of $3,312,199 by June 3, 1995.  The Partnership did not
deposit the eligible collateral.                                

    On July 5, 1995, the Partnership received notice from Equitable that
    the Partnership failed to pay all principal and accrued interest due
       under the Mortgage secured by Brookdale, on June 30, 1995, the maturity
      date of the Mortgage.  The notice stated that in the event such amount
    is not paid within ten days after receipt of the notice, an Event of
     Default under the Mortgage would exist and Equitable would pursue all
      remedies available to it, including without limitation, foreclosure of
     the lien of the Mortgage by power of sale or judicial foreclosure and
the appointment of the receiver.                                

 Further to its July 5, 1995 notice of default to the Partnership,
       Equitable, which holds the mortgage on Brookdale, commenced advertising
   Brookdale for a public nonjudicial foreclosure sale to be initially
   held on September 12, 1995, and which was postponed to December 12,
    1995.  The Partnership continues to hold negotiations with Equitable
      concerning the mortgage in default.  In addition to such negotiations,
    the Partnership is considering the alternatives available to it with
respect to such potential foreclosure sale.                     

Item 6  Exhibits and reports on Form 8-K.                                       

(a)     Exhibits                                                

(27) Financial Data Schedule                    

(b)     Form 8-K                                                

    On July 13, 1995, a Form 8-K was filed reporting the
               Partnership's receipt of a default notice on July 5, 1995, from
             Equitable in relation to its first mortgage, which matured on
June 30, 1995.                                  

               On July 28, 1995, a Form 8-K was filed reporting that Equitable
        commenced advertising Brookdale for a public nonjudicial
  foreclosure sale to be held on September 12, 1995.

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: November 14, 1995         BY:     /s/ Paul L. Abbott                      
      Name:   Paul L. Abbott
                        Title:  Director, Chairman of the Board,
             and President

Date: November 14, 1995         BY:     /s/ Robert J. Hellman                   
         Name:   Robert J. Hellman
                    Title:  Director, Vice President and
                       Chief Financial Officer

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing		Date		Other Filings
		7/27/15
		7/27/05
		12/12/95
		11/15/95
Filed on:		11/14/95
For Period End:		9/30/95
		9/12/95
		8/31/95
		8/2/95
		7/28/95		8-K
		7/27/95
		7/13/95		8-K
		7/5/95		8-K
		7/1/95
		6/30/95		10-Q
		6/3/95
		5/12/95
		5/10/95
		12/31/94		10-K
		9/30/94		10-Q
		8/31/94
		6/7/94		DEF 14A
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