8-K 1 g64657e8-k.txt ML/EQ REAL ESTATE PORTFOLIO, L.P. 1 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 ): October 28, 1999 Commission file number 0-17684 -------- ML/EQ Real Estate Portfolio, L.P. --------------------------------- (Exact name of registrant as specified in its governing instrument) Delaware 58-1739523 -------------------------------------------------------------------------------- (State of Organization) (I.R.S. Employer Identification No.) 3424 Peachtree Road N.E., Suite 800, Atlanta, Georgia 30326 ---------------------------------------------------------------------- (Address of principal executive office) (Zip Code) (Registrant's telephone number, including area code) (404) 239-5002 -------------- 2 REPORT ON FORM 8-K Item 2. Acquisition or Disposition of Assets On September 28, 2000, EML Associates, (the "Venture"), in which ML/EQ Real Estate Portfolio, L.P. (the "Partnership") holds an 80% interest, completed the sale of Northland Center, at a cash price of $18,000,000, of which the Venture's portion was approximately $12,899,000. Prior to the sale, the Venture held a 71.66% participation interest in Northland Center, which was transferred to the Venture and The Equitable Life Assurance Society of the United States ("Equitable") as tenants in common on July 22, 1994, by a deed in lieu of foreclosure. Northland Center is a regional shopping mall located in Southfield, Michigan. The Venture received $11,949,263 in cash at closing, after deduction for closing costs and prorations. The sale resulted in a loss of $6,782,501 to the Venture. Management anticipates making a special distribution of $2.57 per BAC on October 27, 2000, to holders of record as of September 28, 2000. The distribution is comprised of $2.29 per BAC, representing a return of capital from the sale proceeds, and $0.28 per BAC representing a distribution of cash on hand from operations. The cash on hand had been retained by the Venture to cover operating and working capital requirements, but is now available for distribution due to the sale of Northland Center. The Venture will distribute $1.9 million of operating cash, of which $1,520,000 or 80% will be distributed to the Partnership for distribution to BAC Holders, and $380,000 or 20% will be distributed to EREIM LP Associates. The purchaser, GP-Northland Center, LLC, is unaffiliated with the Partnership and the Venture, and the transaction was negotiated at arm's length. Under the Guaranty Agreement , EREIM LP Associates has agreed to pay to the Partnership an amount which when added to all distributions from the Partnership to BAC Holders will enable the Partnership to provide BAC Holders with a minimum return equal to their initial capital contributions ($20 per BAC) plus a 9.75% simple annual return on their adjusted capital contributions (which is defined as $20 per BAC reduced by distributions from sale or financing proceeds) calculated from the dates of investor closings. The unpaid cumulative minimum return under the Guaranty Agreement as of June 30, 2000 was $12.38 per BAC, which was reduced by $0.20 per BAC after the August 31, 2000 distribution, and which will be reduced by an additional $2.57 per BAC after the October 27, 2000 distribution. The remaining unpaid cumulative minimum return of $9.61 per BAC will be paid to BAC Holders prior to December 27, 2000. Item 7. Financial Statements and Exhibits (a) Pro Forma Financial Statements (i) Pro Forma condensed consolidated balance sheet dated June 30, 2000 (unaudited). (ii) Pro Forma consolidated statement of operations for the six months ended June 30, 2000 and the year ended December 31, 1999 (unaudited). 2 3 ML/EQ REAL ESTATE PORTFOLIO, L.P. PRO FORMA CONSOLIDATED BALANCE SHEETS JUNE 30, 2000 (unaudited) This unaudited pro forma balance sheet is presented as if the Venture's sale of Northland Center had occurred on June 30, 2000. In management's opinion, all adjustments necessary to reflect the effect of this transaction have been made. This unaudited pro forma condensed consolidated balance sheet is not necessarily indicative of what the actual financial position would have been at June 30, 2000, nor does it purport to represent the future financial position of the Partnership.

See notes to pro forma condensed consolidated balance sheet. 3 4 ML/EQ REAL ESTATE PORTFOLIO, L.P. NOTES TO PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET A. Represents the Venture's sale of Northland Center having a net book value of $18,316,484 at June 30, 2000. B. Represents the amount of cash received by the Venture at closing of $11,949,263 offset by the $2.57 special distribution to BAC Holders. C. Represents net other assets and liabilities of Northland Center transferred in connection with the sale. D. Reflects 20% minority interest share of the $6,782,501 loss on the sale of Northland Center and distribution to the minority interest of $380,000 E. Reflects the Partnership's share of the $6,782,501 loss on the sale of Northland Center allocated 95% to the limited partners as a group and 5% to the general partners. The limited partners' share of the loss has been increased by the $2.57 per unit special distribution to BAC Holders. 4 5 ML/EQ REAL ESTATE PORTFOLIO, L.P. PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2000 (unaudited) The accompanying pro forma consolidated statement of operations is presented as if the Venture's sale of Northland Center had occurred as of December 31, 1998. In management's opinion, all adjustments necessary to reflect the effects of this transaction have been made. This unaudited pro forma consolidated statement of operations is not necessarily indicative of what actual results of operations would have been had this transaction occurred on December 31, 1998, nor does it purport to represent the results of operations for future periods.

See notes to pro forma consolidated statement of operations 5 6 ML/EQ REAL ESTATE PORTFOLIO, L.P. PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 1999 (unaudited)

See notes to pro forma consolidated statement of operations 6 7 ML/EQ REAL ESTATE PORTFOLIO, L.P. NOTES TO PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS A. On September 28, 2000, Northland Center was sold and all of the operating revenues and expenses have been eliminated for the period presented in arriving at pro forma amounts. The sale resulted in a loss of $6,782,501, which is not reflected in the pro forma statement of operations. B. Represents the portion of asset management fees related to Northland Center. Asset management fees are based on the purchase price of each property multiplied by .75% annual basis points for rental properties. Asset management fees are paid to the Managing General Partner. Such asset management fees are then paid to Lend Lease Real Estate Investments, Inc, the advisor to the Partnership, by the Managing General Partner. 7 8 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be filed on behalf of the undersigned hereunto duly authorized. ML/EQ Real Estate Portfolio, L.P. By: EREIM Managers Corp. Managing General Partner By: /s/ Debra L. Keller ----------------------- Debra L. Keller Vice President and Assistant Treasurer (Principal Accounting Officer) Dated: October 13, 2000 8

ML EQ REAL ESTATE PORTFOLIO L P 8-K