1 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, 1997 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 33-11064 EREIM LP Associates ----------------------------------------- (Exact name of registrant as specified in its governing instrument) New York 58-1739527 - ------------------------------------------------------------------------------- (State of Organization) (I.R.S. Employer Identification No.) 787 Seventh Avenue, New York, New York 10019 - ------------------------------------------------------------------------------- (Address of principal executive office) (Zip Code) (Registrant's telephone number, including area code) (212) 554-1926 --------------------------- 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 ----- ----- 2 EREIM LP ASSOCIATES CONTENTS PART I - FINANCIAL INFORMATION Item 1 - Financial statements: Balance sheets at June 30, 1997 and December 31, 1996 Statements of income for the three and six months ended June 30, 1997 and 1996 Statement of partners' capital for the six months ended June 30, 1997 Statements of cash flows for the six months ended June 30, 1997 and 1996 Notes to financial statements Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations PART II - OTHER INFORMATION Items 1 through 6 Signatures 3 EREIM LP ASSOCIATES BALANCE SHEETS JUNE 30, 1997 AND DECEMBER 31, 1996 (unaudited) June 30, December 31, 1997 1996 ----------- ------------- ASSETS Cash $ 10,000 $ 10,000 Guaranty fee receivable from affiliate (Note 1) 179,220 182,980 Investment in joint venture, at equity (Note 2) 33,938,584 32,894,839 ----------- ----------- TOTAL ASSETS $34,127,804 $33,087,819 =========== =========== LIABILITIES AND PARTNERS' CAPITAL - --------------------------------- LIABILITIES: Deferred guaranty fee (Note 1) $ 1,372,329 $ 1,497,086 Due to affiliates 27,213 22,712 Accrued liabilities 14,783 5,260 ----------- ----------- TOTAL LIABILITIES 1,414,325 1,525,058 ----------- ----------- PARTNERS' CAPITAL: General partners: Equitable 33,567,521 32,548,098 EREIM LP Corp. (854,042) (985,337) ----------- ----------- TOTAL PARTNERS' CAPITAL 32,713,479 31,562,761 ----------- ----------- TOTAL LIABILITIES AND PARTNERS' CAPITAL $34,127,804 $33,087,819 =========== =========== See notes to financial statements. -3- 4 EREIM LP ASSOCIATES STATEMENTS OF INCOME FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 1997 AND 1996 (unaudited) For the three months For the six months -------------------- ------------------ Ended June 30, Ended June 30, -------------- -------------- 1997 1996 1997 1996 ---- ---- ---- ---- REVENUE: Equity in net income of joint venture (Note 2) $473,500 $476,971 $1,043,745 $940,702 Guaranty fee from affiliate (Notes 1) 152,253 153,187 303,978 306,685 -------- -------- ---------- --------- TOTAL REVENUE 625,753 630,158 1,347,723 1,247,387 -------- -------- ---------- --------- EXPENSES: Advisory fees - 31,416 - 62,570 General and administrative 7,013 7,262 14,025 16,154 -------- -------- ---------- ---------- TOTAL EXPENSES 7,013 38,678 14,025 78,724 -------- -------- ---------- ---------- NET INCOME $618,740 $591,480 $1,333,698 $1,168,663 ======== ======== ========== ========== See notes to financial statements. -4- 5 EREIM LP ASSOCIATES STATEMENT OF PARTNERS' CAPITAL FOR THE SIX MONTHS ENDED JUNE 30, 1997 (unaudited) EREIM Equitable LP Corp. Total --------- -------- ----- Balance, December 31, 1996 $ 32,548,098 $ (985,337) $ 31,562,761 Capital contributions - - - Distributions to partners - (182,980) (182,980) Net income 1,019,423 314,275 1,333,698 ------------ ----------- ------------ Balance, June 30, 1997 $ 33,567,521 $ (854,042) $ 32,713,479 ============= =========== ============ See notes to financial statements. -5- 6 EREIM LP ASSOCIATES STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 1997 AND 1996 (unaudited) June 30, June 30, 1997 1996 ----------- ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 1,333,698 $ 1,168,663 ----------- ------------ Adjustments to reconcile net income to net cash provided by operating activities: Equity in net income of joint venture (1,043,745) (940,702) Distributions from joint venture - 300,000 Decrease in guaranty fee receivable from affiliate 3,760 3,628 Decrease in deferred guaranty fee (124,757) (124,758) Increase (decrease) in due to affiliates 4,501 (10,637) Increase in accrued liabilities 9,523 17,759 ----------- ------------ Total adjustments (1,150,718) (754,710) ----------- ------------ NET CASH PROVIDED BY OPERATING ACTIVITIES 182,980 413,953 ----------- ------------ CASH FLOWS FROM FINANCING ACTIVITIES: Contributions from general partners - 71,603 Distributions to general partners (182,980) (485,556) ----------- ------------ NET CASH USED IN FINANCING ACTIVITIES (182,980) (413,953) ----------- ------------ NET CHANGE IN CASH - - CASH AT BEGINNING OF PERIOD 10,000 10,000 ----------- ------------ CASH AT END OF PERIOD $ 10,000 $ 10,000 =========== ============ See notes to financial statements. -6- 7 EREIM LP ASSOCIATES NOTES TO FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 1997 (unaudited) The financial statements of the Partnership included herein have been prepared by the Partnership pursuant to the rules and regulations of the Securities and Exchange Commission. In the opinion of management, the accompanying unaudited financial statements reflect all adjustments, which are of a normal recurring nature, to present fairly the Partnership's financial position, results of operations and cash flows at the dates and for the periods presented. These financial statements should be read in conjunction with the Partnership's audited financial statements and notes thereto included in the Partnership's Annual Report on Form 10-K for the year ended December 31, 1996, as certain footnote disclosures which would substantially duplicate those contained in such audited financial statements have been omitted from this report. Interim results of operations are not necessarily indicative of results to be expected for the fiscal year. 1. GUARANTY AGREEMENT The Partnership has entered into a guaranty agreement with EML Associates (the "Venture"), a joint venture in which the Partnership holds a 20% interest and invests in income-producing real properties and a fixed-rate mortgage loan, to provide a minimum return to ML/EQ Real Estate Portfolio, L.P.'s ("ML/EQ") limited partners on their capital contributions. Payments on the guaranty are due 90 days following the earlier of the sale or other disposition of all the properties and mortgage loans and notes or the liquidation of ML/EQ. The minimum return will be an amount which, when added to the cumulative distributions from ML/EQ to its limited partners, will enable ML/EQ to provide its limited partners with a minimum return equal to their capital contributions plus a simple annual return of 9.75% on their adjusted capital contributions calculated from the dates of ML/EQ's investor closings at which investors acquired their Beneficial Assignee Certificates ("BAC's"). Adjusted capital contributions are the limited partners' original cash contributions reduced by distributions of sale or financing proceeds and by distributions of certain funds in reserves, as more particularly described in ML/EQ's Partnership Agreement. The limited partners' original cash contributions have been adjusted by that portion of distributions paid through June 30, 1997, resulting from cash available to ML/EQ as a result of sale or financing proceeds paid to the Venture. The minimum return is subject to reduction in the event that certain taxes, other than local property taxes, are imposed on ML/EQ or the Venture, and is also subject to certain other limitations. Based upon the assumption that the last property is sold on December 31, 2002, upon expiration of the term of ML/EQ, the maximum liability of the Partnership to the Venture under the guaranty agreement as of June 30, 1997 is limited to $243,587,944, plus the value of the Partnership's interest in the Venture less any amounts contributed by the Partnership to fund cash deficits. The Venture has assigned its rights under the guaranty agreement to ML/EQ. ML/EQ will have recourse under the guaranty agreement only to the Partnership and EREIM LP Corp. as a general partner of the Partnership but not to The Equitable Life Assurance Society of the United States ("Equitable"). Equitable has entered into a Keep Well Agreement with EREIM LP Corp. to permit EREIM LP Corp. to pay its obligations with respect to the guaranty agreement as they become due; provided, however, that the maximum liability of Equitable under the Keep Well Agreement is an amount equal to the lesser of (i) two percent of the total admitted assets of Equitable (as determined in accordance with New York Insurance Law) or (ii) $271,211,250. The Keep Well Agreement provides that only EREIM LP Corp. and its successors will have the right to enforce Equitable's obligations to make capital contributions to EREIM LP Corp. to pay its obligation with respect to the guaranty agreement. Capital contributions by the BAC Holders totaled $108,484,500. As of June 30, 1997, the cumulative 9.75% simple annual return was $97,023,653. As of June 30, 1997, cumulative distributions by ML/EQ to the BAC Holders totaled $17,151,385, of which $11,662,084 is attributable to income from operations and $5,489,301 is attributable to sales of Venture assets, principal payments on mortgage loans, and other capital events. To the extent that future cash distributions to the limited partners of ML/EQ are insufficient to meet the specified minimum return, any shortfall will be funded by the guaranty, up to the above described maximum. -7- 8 EREIM LP ASSOCIATES NOTES TO FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 1997 (unaudited) 2. INVESTMENT IN JOINT VENTURE In March 1988, ML/EQ had its initial investor closing. ML/EQ contributed $90,807,268 to the Venture. The Partnership contributed zero coupon mortgage notes to the Venture in the amount of $22,701,817. The Venture purchased an additional $5,675,453 of zero coupon mortgage notes from Equitable. In May 1988, ML/EQ had its second and final investor closing. ML/EQ contributed $14,965,119 to the Venture. The Partnership contributed zero coupon mortgage notes to the Venture in the amount of $3,741,280, including accrued interest. The Venture purchased an additional $935,320 of zero coupon mortgage notes from Equitable to bring the total amount of zero coupon mortgage notes owned by the Venture to $33,053,870, including accrued interest as of the dates of acquisition. One of the zero notes was accounted for as a deed in lieu of foreclosure by the Venture on July 22, 1994. The remaining note was due on June 30, 1995. The borrower defaulted on its obligation to repay the loan, and the collateral, Brookdale Center, was transferred to Equitable and the Venture on December 16, 1996 as tenants in common, pursuant to a Chapter 11 bankruptcy plan of reorganization filed with the Bankruptcy Court by the borrower. -8- 9 EREIM LP ASSOCIATES NOTES TO FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 1997 (unaudited) 2. INVESTMENT IN JOINT VENTURE (Continued) --------------------------------------- The financial position and results of operations of the Venture are summarized as follows: SUMMARY OF FINANCIAL POSITION JUNE 30, 1997 AND DECEMBER 31, 1996 (unaudited) June 30 December 31 ------- ----------- Assets: Rental properties $145,810,211 $145,197,804 Accumulated depreciation (17,891,057) (15,886,436) ------------ ------------- Net rental properties 127,919,154 129,311,368 Mortgage loan receivable 6,000,000 6,000,000 Cash and cash equivalents 29,142,872 25,329,713 Accounts receivable and accrued investment income 4,069,912 3,532,898 Deferred rent concessions 2,227,863 2,178,371 Deferred leasing costs 977,196 1,167,420 Prepaid expenses and other assets 413,560 683,920 Interest receivable 135,982 111,134 ------------ ------------- Total assets $170,886,539 $ 168,314,824 ============ ============= Liabilities and equity: Accounts payable and accrued real estate expenses $1,742,801 $ 2,194,256 Accrued capital expenditures 122,925 1,120,796 Security deposits and unearned rent 827,895 525,578 Joint venturers' equity 168,192,918 164,474,194 ------------ ------------- Total liabilities and equity $170,886,539 $ 168,314,824 ============ ============= Partnership's share of joint venture equity $ 33,938,584 $ 32,894,839 ============ ============= -9- 10 EREIM LP ASSOCIATES NOTES TO FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 1997 (unaudited) 2. INVESTMENT IN JOINT VENTURE (Continued) SUMMARY STATEMENT OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 1997 AND 1996 (unaudited) 1997 1996 ---- ---- Revenue: Rental income $ 12,847,174 $ 9,582,681 Lease termination income 132,840 62,171 Interest on loans receivable 307,500 1,722,798 -------------- -------------- Total revenue 13,287,514 11,367,650 -------------- -------------- Operating expenses: Real estate operating expenses 4,692,360 1,907,706 Depreciation and amortization 2,140,880 3,945,780 Real estate taxes 1,654,968 1,083,114 Property management fees 286,413 231,142 -------------- -------------- Total operating expenses 8,774,621 7,167,742 -------------- -------------- Income from property operations 4,512,893 4,199,908 -------------- -------------- Other income: Interest and other nonoperating income 705,833 503,600 -------------- -------------- Total other income 705,833 503,600 -------------- -------------- Net income $ 5,218,726 $ 4,703,508 ============== ============== Partnership's share of equity in net income of joint venture $ 1,043,745 $ 940,702 ============== ============== -10- 11 EREIM LP ASSOCIATES NOTES TO FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 1997 (unaudited) 3. SUBSEQUENT EVENTS Legal Proceedings - The Partnership is a defendant in Scher v. ML/EQ Real Estate Portfolio, L.P., et al., an action brought in the Court of Chancery of the State of Delaware. The complaint was served on ML/EQ on July 14, 1997. In addition to the Partnership, the complaint names as defendants EREIM Managers Corp., Equitable, Equitable Real Estate Investment Management, Inc., EREIM L.P. Corp. and ML/EQ. The Plaintiff purports to sue on behalf of a class of all limited partners of ML/EQ who purportedly have been or will be adversely affected by the conduct of the defendants. The complaint alleges that the defendants have caused the Venture to accumulate excessive cash rather than distribute it to the limited partners, and that defendants' motive in so doing was (i) to manipulate ML/EQ's cash flow so as to limit certain defendants' exposure under the guarantee agreement and (ii) to secure for certain defendants additional fees. The complaint also alleges that defendants have utilized the Venture to provide liquidity for illiquid assets and to acquire and continue to hold underperforming properties. The complaint purports to state claims for breach of fiduciary duties, breach of contract, and aiding and abetting breach of fiduciary duties. The complaint requests, among other things, money damages in an unspecified amount and orders that defendants distribute to the purported class the cash which defendants have allegedly wrongfully failed to distribute and disgorge all earnings, profits, interests and other benefits which they have realized on account of their allegedly wrongful conduct. The Partnership has not yet responded to the complaint but will do so in the time permitted to respond. The Partnership intends to defend vigorously against these claims. Although the outcome of any litigation cannot be predicted with certainty, particularly in the early stages of an action, the Partnership's management believes that the ultimate resolution of the litigation should not have a material adverse effect on the financial condition of the Partnership. Due to the early stage of such litigation, the Partnership's management cannot make an estimate of loss, if any, or predict whether or not such litigation will have a material adverse effect on the Partnership's results of operations in any particular period. Brookdale Center - In early July, the Venture and Equitable received an offer to purchase Brookdale Center and subsequently signed a nonbinding letter of intent. To the extent that the potential purchaser has not signed a binding contract within a reasonable period, the Venture and Equitable expect to initiate a marketing program for this property. -11- 12 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following analysis of the results of operations and financial condition of the Partnership should be read in conjunction with the financial statements and the related notes to financial statements included elsewhere herein. Liquidity and Capital Resources As of June 30, 1997, the Partnership had cash of $10,000. The cash is expected to be used for general working capital purposes. The Partnership may establish additional working capital reserves as the General Partners from time to time determine are appropriate. In addition, at June 30, 1997, the Venture, in which the Partnership owns a 20% interest, had approximately $29.1 million in cash and cash equivalents. This money was retained for the specific purpose of funding ongoing capital improvement programs for The Bank of Delaware Building, Richland Mall and Northland Mall, and to potentially fund a major capital improvement program for Brookdale Center. As a result of the decisions made regarding Brookdale Center discussed in detail below, Management has decided to distribute a major portion of the monies previously held. The Venture will maintain approximately $10 million for future capital needs and as otherwise required. Management continues to evaluate appropriate strategies for the ownership of each of the assets in the portfolio in order to achieve maximum value. In this regard, we take into account improving capital markets and investment markets for most types of real estate; local market conditions; future capital needs, including potential lease exposure for specific properties; and other issues that impact property performance. Among other things, this analysis will provide the basis for hold/sell recommendations for the properties. On December 16, 1996, Brookdale Center was transferred to the Venture and Equitable, as tenants in common (collectively, the "Owners"), following default by the borrower on the mortgage note securing the property. The Owners considered various alternative strategies for Brookdale Center and ultimately determined that the best course of action was to sell the property. In early July, the Owners received an offer to purchase Brookdale Center and subsequently signed a nonbinding letter of intent. To the extent that the potential purchaser has not signed a binding contract within a reasonable period, the Owners expect to initiate a marketing program for this property. Management has established an enhancement, stabilization, and renovation program for The Bank of Delaware Building which was transferred to the Venture by deed in lieu of foreclosure on November 15, 1994. Estimated costs for this program total $4.4 million, of which $1.6 million was incurred in 1995, $1.2 million was incurred in 1996, and the balance is expected to be expended through 1999. As of June 30, 1997, approximately $2.9 million of these costs had been expended. Included in the estimated $4.4 million of renovation expenditures is approximately $2.3 million for asbestos abatement, of which approximately $1.8 million has been expended. Also included in the $4.4 million is $400,000 for sprinkler installation, $400,000 for exterior deferred maintenance and $600,000 for interior and exterior common area cosmetic upgrades. Management expects these upgrades to give the building a fresher, more inviting look. Additional costs not included in the above figures are estimated tenant improvements of $3.0 million. The tenant improvement costs are directly associated with actual leasing and will only be expended as leasing transactions occur in the building. As of June 30, 1997, approximately $287,000 has been expended for tenant improvements. The remaining tenant improvement costs of approximately $2.7 million are expected to be expended over the next few years to lease the currently vacant space. The Venture anticipates to incur costs of approximately $3.8 million to increase tenancy at Richland Mall, including $2.1 million for tenant improvements in connection with leasing approximately 55,000 square feet of space to Redner's Market. Management has executed a lease with Redner's Market that will expand the current 26,000 square foot vacant grocery to approximately 55,000 square feet in order to accommodate the tenant's requirements. The Redner's Market lease is for an initial 20-year term with renewal options thereafter. The balance of approximately $1.6 million is to be expended in connection with the relocation of tenants in order to accommodate Redner's as well as other work required in connection with the project. Additional funds may be expended in connection with any future leasing at the property. As of June 30, 1997, approximately $504,000 of these costs have been incurred. -12- 13 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS-(continued) Reference is made to Note 1 in the Notes to Financial Statements for information regarding the Guaranty Agreement issued by the Partnership to the Venture and assigned to ML/EQ, and the related Keep Well Agreement between EREIM LP Corp. and Equitable. Financial Condition The Partnership's financial statements reflect its proportional ownership interest in, and its share of the results of operations of, the Venture, through which the Partnership conducts its business of investment in real property and first mortgages. The increase in investment in joint venture to $33.9 million at June 30, 1997 as compared to $32.9 million at December 31, 1996 resulted from the excess of equity in net income of the Venture over actual cash distributions from the Venture. The increase in Equitable's capital account at June 30, 1997 as compared to December 31, 1996 is attributable to the share of net income of the Partnership in excess of cash distributions by the Partnership to Equitable. Results of Operations Equity in net income of the Venture for the six months ended June 30, 1997 increased approximately $103,000 to $1.0 million from $941,000 for the six months ended June 30, 1996. The increase is primarily due to increased net income from several properties and interest income from interest bearing money market accounts and short term investments. The Partnership did not incur any advisory fees for the three and six months ended June 30, 1997 compared to approximately $31,000 and $63,000 for the three and six months ended June 30, 1996. No advisory fees were incurred due to a change in the allocation of fees to the Partnership from Equitable. Certain Forward-Looking Information Certain of the statements contained in this Quarterly Report on Form 10-Q constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements include, without limitation, statements regarding the sale of Brookdale Center and future capital expenditures relating to renovation and development activities. These forward-looking statements are included in this Quarterly Report on Form 10-Q based on the intent, belief or current expectations of the Partnership. However, such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and actual results may differ materially form those projected in the forward-looking statements as a result of various factors. Although the Partnership believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, it can give no assurance that its expectations will be achieved. Factors that could cause actual results to differ materially from the Partnership's current expectations include general local market conditions, the investment climate for particular property types, individual property issues, construction delays due to unavailability of materials, weather conditions or other causes, leasing activities, and the other risks detailed from time to time in the Partnership's SEC reports, including the report on Form 10-K for the year ended December 31, 1996. -13- 14 PART II Item l. Legal Proceedings The Partnership is a defendant in Scher v. ML/EQ Real Estate Portfolio, L.P., et al., an action brought in the Court of Chancery of the State of Delaware. The complaint was served on ML/EQ July 14, 1997. In addition to the Partnership, the complaint names as defendants EREIM Managers Corp., Equitable, Equitable Real Estate Investment Management, Inc., EREIM L.P. Corp. and ML/EQ. The Plaintiff purports to sue on behalf of a class of all limited partners of ML/EQ who purportedly have been or will be adversely affected by the conduct of the defendants. The complaint alleges that the defendants have caused the Venture to accumulate excessive cash rather than distribute it to the limited partners, and that defendants' motive in so doing was (i) to manipulate ML/EQ's cash flow so as to limit certain defendants' exposure under the guarantee agreement and (ii) to secure for certain defendants additional fees. The complaint also alleges that defendants have utilized the Venture to provide liquidity for illiquid assets and to acquire and continue to hold underperforming properties. The complaint purports to state claims for breach of fiduciary duties, breach of contract, and aiding and abetting breach of fiduciary duties. The complaint requests, among other things, money damages in an unspecified amount and orders that defendants distribute to the purported class the cash which defendants have allegedly wrongfully failed to distribute and disgorge all earnings, profits, interests and other benefits which they have realized on account of their allegedly wrongful conduct. The Partnership has not yet responded to the complaint but will do so in the time permitted to respond. The Partnership intends to defend vigorously against these claims. Although the outcome of any litigation cannot be predicted with certainty, particularly in the early stages of an action, the Partnership's management believes that the ultimate resolution of the litigation should not have a material adverse effect on the financial condition of the Partnership. Due to the early stage of such litigation, the Partnership's management cannot make an estimate of loss, if any, or predict whether or not such litigation will have a material adverse effect on the Partnership's results of operations in any particular period. Item 2. Changes in Securities Response: None Item 3. Default Upon Senior Securities Response: None Item 4. Submission of Matters to a Vote of Security Holders Response: None Item 5. Other Information Response: None Item 6. Exhibits and Reports on Form 8-K Response: a) Exhibits 27 Financial Data Schedule (for SEC filing purposes only) b) Reports None -14- 15 Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the Partnership has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. EREIM LP Associates By: EREIM LP Corp. General Partner By: Harry D. Pierandri ----------------------------- Harry D. Pierandri President Dated: August 14, 1997 -15- 16 EXHIBIT INDEX Exhibit No. Description - ----------- --------------------------------------------------- 27 Financial Data Schedule (for SEC filing purposes only) -16-