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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
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<S> <C>
/ / Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
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EQK REALTY INVESTORS I
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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EQK REALTY INVESTORS I
5775 PEACHTREE DUNWOODY ROAD
SUITE 200-D
ATLANTA, GEORGIA 30342
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
JUNE 6, 1995
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NOTICE IS HEREBY GIVEN that the 1995 annual meeting of shareholders of EQK
Realty Investors I (the "Company") will be held at the Company's offices at 5775
Peachtree Dunwoody Road, Suite 200-D, Atlanta, Georgia 30342, on June 6, 1995 at
10:30 a.m. for the following purposes:
1. To elect five Trustees to serve for the ensuing year and until
their respective successors shall have been duly elected and qualified; and
2. To consider and act upon any other matters which may properly come
before the meeting or any adjournment thereof.
Only shareholders of record on the books of the Company at the close of
business on April 27, 1995 will be entitled to notice of, and to vote at the
meeting. A list of such shareholders will be available for inspection at the
Company's offices at 5775 Peachtree Dunwoody Road, Suite 200-D, Atlanta, Georgia
30342, during normal business hours during the ten-day period prior to the
meeting.
Please complete, date, sign and return the accompanying proxy in the
enclosed envelope as soon as possible, whether or not you plan to attend this
meeting. This will assure that your shares will be voted.
EQK REALTY INVESTORS I
LINDA K. SCHEAR
---------------
LINDA K. SCHEAR
Secretary
Atlanta, Georgia
April 28, 1995
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EQK REALTY INVESTORS I
5775 PEACHTREE DUNWOODY ROAD
SUITE 200-D
ATLANTA, GEORGIA 30342
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PROXY STATEMENT
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 6, 1995
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GENERAL
This Proxy Statement is furnished to holders of Shares of Beneficial
Interest ("Shares") of EQK Realty Investors I (the "Company") in connection with
the solicitation of proxies by the Trustees of the Company for use at the 1995
annual meeting of shareholders (the "Meeting") to be held at 10:30 a.m. on June
6, 1995, and at any adjournments or postponements thereof. The Meeting will be
held at the Company's offices at 5775 Peachtree Dunwoody Road, Suite 200-D,
Atlanta, Georgia.
The first date on which this Proxy Statement and related form of proxy is
being sent to the shareholders of the Company is on or about April 28, 1995.
Holders of Shares of record at the close of business on April 27, 1995 (the
"Record Date") are entitled to notice of, and to vote at the Meeting in person
or by proxy. As of the Record Date, the Company had outstanding 9,264,344
Shares, each entitled to one vote.
In addition to soliciting proxies by mail, the Trustees, officers and
regular employees of the Company, or its advisor, without receiving any
additional compensation therefor, may solicit proxies by telephone, by telegraph
or in person. The Company will also request banks, brokers and other fiduciaries
to forward proxy materials to their members or customers who are beneficial
owners of Shares and will reimburse them for their out-of-pocket mailing and
reasonable clerical expenses in so doing.
If the enclosed proxy is properly executed and returned in time for voting,
the Shares represented thereby will be voted as indicated in such proxy. If no
specification is made, proxies will be voted in favor of the election of the
Trustees as described herein. Proxies will extend to, and will be voted at, any
adjourned or postponed session of the Meeting. The management of the Company is
not aware of any matters to come before the Meeting, other than those described
in this Proxy Statement. However, inasmuch as matters of which such management
is not now aware may come before the Meeting, or any adjournments or
postponements thereof, the enclosed proxy contains discretionary authority with
respect to acting thereon, and the persons named in such proxy intend to vote,
act and consent in accordance with their best judgment with respect thereto. Any
shareholder who has executed and returned a proxy, and for any reason desires to
revoke such proxy, may do so at any time before the proxy is exercised, by
written notice to the Secretary of the Company or by executing a later dated
proxy. In addition, any such shareholder may attend the Meeting to which this
proxy relates and vote the Shares represented by such proxy in person.
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SECURITIES OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table shows the beneficial shareholdings as of March 17, 1995
of all persons known by the Company to be beneficial owners of more than 5% of
its outstanding Shares, of all Trustees and nominees individually and of all
Trustees and officers as a group.
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PERCENTAGE OF
NUMBER OF OUTSTANDING
NAME ADDRESS SHARES SHARES
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Equitable Realty Portfolio 5775 Peachtree Dunwoody Rd. 1,685,556 18.2%
Management Suite 200-D
Atlanta, GA 30342
Tennessee Consolidated Andrew Jackson Bldg. 1,250,000 13.5%
Retirement System 5th Ave. & Dedrick St.
Nashville, TN 37219
E.I. duPont de Nemours Wilmington Trust Co. 906,600 9.8%
Co., Inc. Trust Fund One Rodney Square North
Wilmington, DE 19890
Sylvan M. Cohen 22nd Floor, PSFS Bldg. -- --
12 S. 12th Street
Philadelphia, PA 19107
Alton G. Marshall 136 East 79th Street -- --
New York, NY 10021
George R. Peacock Monarch Plaza 1,728(1) (2)
3414 Peachtree Road, NE
Suite 816
Atlanta, GA 30326
Phillip E. Stephens 5775 Peachtree Dunwoody Rd. 2,055 (2)
Suite 200-D
Atlanta, GA 30342
Robert C. Robb, Jr. Lewis, Eckert, Robb and Co. 2,000 (2)
One Plymouth Meeting
Suite 425
Plymouth Meeting, PA 19462
All Trustees and Officers As a Group (10 persons)..................... 5,783 (2)
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(1) These Shares are owned by Mr. Peacock's wife and son and Mr. Peacock
disclaims beneficial ownership of these Shares.
(2) The number of Shares represents less than 1% of the outstanding Shares.
COMPLIANCE WITH SECTION 16A OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors and persons who own more than ten percent of a registered
class of the Company's equity securities (collectively, the "Reporting Persons")
to file reports of ownership and changes in ownership with the Securities and
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Exchange Commission and to furnish the Company with copies of these reports. New
rules governing these reports were adopted in February 1991 and generally became
effective in May 1991.
Based on the Company's review of the copies of these reports received by
it, and written representations received from Reporting Persons, the Company
believes that all filings required to be made by the Reporting Persons with
respect to transactions from January 1, 1994 through December 31, 1994 were made
on a timely basis.
ELECTION OF TRUSTEES
At the Meeting, the Shareholders will elect five Trustees to hold office
for the ensuing year and until their respective successors have been duly
elected and qualified.
The following sets forth certain information about each nominee.
Sylvan M. Cohen, age 80, has been President and Trustee of Pennsylvania
Real Estate Investment Trust, an American Stock Exchange-listed real estate
investment trust, since its inception in 1960. Mr. Cohen is also a partner in
the Philadelphia law firm of Cohen, Shapiro, Polisher, Shiekman and Cohen. Mr.
Cohen is formerly a director of Fidelity Bank, Philadelphia, Pennsylvania, and
is currently a director of FPA Corporation, an American Stock Exchange-listed
real estate development company, and a managing trustee of Arbor Property Trust,
a New York Stock Exchange-listed real estate investment trust and successor in
interest to EQK Green Acres, L.P. He formerly served as President of the
National Association of Real Estate Investment Trusts and the International
Council of Shopping Centers.
Alton G. Marshall, age 73, has been President of Alton G. Marshall
Associates, Inc., a New York City real estate investment firm since 1971. He has
been Senior Fellow of the Nelson A. Rockefeller Institute of Government in
Albany, New York since January 1, 1991. He was Chairman of the Board and Chief
Executive Officer of The Lincoln Savings Bank, FSB, from March 1984 through
December 1990. From 1971 to 1981, he was President of the Rockefeller Center,
Inc., a real estate, manufacturing and entertainment company. Mr. Marshall is
currently a director of the Hudson River Trust and the New York State Electric &
Gas Corp., and a managing trustee of Arbor Property Trust. He is an independent
partner of Alliance Capital and Alliance Capital Retirement Fund.
George R. Peacock, age 71, has been sole-owner and President of Carluke,
Inc., a real estate investment consulting firm, since 1988. Mr. Peacock had
retired from Equitable Real Estate Investment Management, Inc. ("Equitable Real
Estate"), a wholly-owned subsidiary of The Equitable Life Assurance Society of
the United States ("Equitable"), in August 1988 after serving as Chairman and
Chief Executive Officer. Mr. Peacock is a past member of Equitable's Investment
Policy Committee. Prior to his retirement, he was also a Senior Vice President
of Equitable for approximately twelve years. He is also a former director of
Equitable Real Estate and is a managing trustee of Arbor Property Trust.
Phillip E. Stephens, age 48, has been President of Compass Retail, Inc.
("Compass," a subsidiary of Equitable Real Estate) since January 1992 and was
Executive Vice President of the Compass Retail division of Equitable Real Estate
from January 1990 to December 1991. He has also served as President of Equitable
Realty Portfolio Management, Inc. ("ERPM"), the Company's advisor and a
wholly-owned subsidiary of Equitable Real Estate, since December 1989. Prior to
that date and since October 1987, Mr. Stephens was President of EQK Partners,
the predecessor in interest to ERPM. Prior to that date and since its inception
in September 1983, he was Senior Vice President and subsequently President of
EQK Partners. He is also a managing trustee of Arbor Property Trust.
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Robert C. Robb, Jr., age 49, has been President of and partner in the
management and financial consulting firm of Lewis, Eckert, Robb & Company since
1981. Mr. Robb is currently a director of PNC Bank, N.A., Philadelphia,
Pennsylvania, Tamaqua Cable Products Company, and Brynwood Partners, and is a
former director of Brink, Inc. of Darien, Connecticut.
Unaffiliated Trustees must at all times comprise a majority of the Trustees
and of each standing committee of Trustees. Currently, Mr. Cohen, Mr. Marshall,
Mr. Peacock and Mr. Robb serve as Unaffiliated Trustees.
A quorum for purposes of voting at the Meeting requires the presence, in
person or by proxy, of the holders of a majority of the outstanding Shares
entitled to vote at the Meeting. The affirmative vote of the majority of the
quorum is required for the election of Trustees. Abstentions will not count as
affirmative votes, but will count as part of the quorum.
COMPENSATION
The Company currently pays each Trustee, other than the affiliated Trustee
(Mr. Stephens), a fee of $10,000 per year for serving as a Trustee and $1,000
for each day spent by a Trustee on the Company's business, including meetings of
the Trustees and of any committee of Trustees which such Trustee attends. In
addition, the Company currently reimburses the Trustees for travel and other
expenses incurred in connection with their duties as Trustee of the Company. No
salaries are paid to officers of the Company for acting in such capacity.
CERTAIN TRANSACTIONS
ERPM, a wholly-owned subsidiary of Equitable Real Estate and the successor
in interest to EQK Partners, is the advisor to the Company pursuant to an
advisory agreement with the Company. ERPM earned portfolio management fees for
the year ended December 31, 1994 in the amount of $430,000. The Company's
mortgage lender requires the deferral of payment of the portfolio management fee
commencing in December 1994 until such time as the lender has been provided with
satisfactory evidence that an outparcel building redevelopment project at
Harrisburg East Mall ("Harrisburg," the Company's regional shopping mall in
Harrisburg, Pennsylvania) has been completed within budget. Such portfolio
management fees remain an obligation of the Company and will be paid at the time
of the liquidation of the Company's real estate portfolio if the lender's
consent to payment upon completion of the project is not obtained. The Company
anticipates that all such amounts in arrears will be paid in the second half of
1995.
Effective January 1, 1990, ERPM agreed to reduce the rate of its annual
portfolio management fees as an accommodation to the Company's efforts to reduce
its costs of operations. The basis of the fee calculation was changed from .85%
to .425% of the sum of (i) the average of the daily per share closing price of
the Company's shares, multiplied by the average number of shares outstanding on
each day and (ii) the average daily outstanding balance of the Company's
long-term indebtedness. In addition, certain provisions which subordinated the
payment of the fee to a specified dividend distribution were eliminated. ERPM
also agreed to forgive one-half of the total of $5.4 million of deferred annual
portfolio management fees owed by the Company to ERPM for the years 1985 through
1989. The remaining deferred fees of $2.7 million will be paid upon the
disposition of the Company's properties. For financial reporting purposes, the
deferred balance is being discounted at the rate of 13% per year from December
1, 1996. As of December 31, 1994, the discounted liability for deferred
management fees was $2,140,000.
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Upon the sale of all or any portion of any real estate investment of the
Company, ERPM will be entitled to a disposition fee equal to 2% of the gross
sale price (including outstanding indebtedness taken subject to or assumed by
the buyer and any purchase money indebtedness taken back by the Company). The
disposition fee will be reduced by the amount of any brokerage commissions and
legal expenses incurred by the Company in connection with such sales. For the
year ended December 31, 1994, there were no disposition fees earned by ERPM.
Pursuant to its property management agreement for Harrisburg, Compass
earned management fees of $314,000 for the year ended December 31, 1994. In
connection with the aforementioned outparcel building redevelopment project at
Harrisburg, Compass will earn a development fee of $150,000, which is
anticipated to be paid in the second half of 1995. In connection with the
renovation of Harrisburg's mall building in 1993, ERPM received a final
installment of $106,600 in 1994 of its $160,000 development fee.
INDEPENDENT ACCOUNTANTS
Deloitte & Touche LLP has been appointed by the Trustees as the independent
accountants for the Company's current fiscal year. A representative of Deloitte
& Touche LLP is expected to be present at the meeting with the opportunity to
make a statement if he desires to do so and will be available to respond to
appropriate questions of shareholders.
TRUSTEES' AND COMMITTEE MEETINGS
During 1994, there were seven meetings of the Trustees and one meeting of
the Company's audit committee, which is responsible for reviewing the Company's
annual financial statements and other matters relating to the Company's
financial affairs. Mr. Cohen and Mr. Marshall are the members of the Company's
audit committee.
Other than the audit committee, the Company has no standing nominating,
compensation or other committees.
SHAREHOLDER PROPOSALS
Any shareholder proposal to be presented at the 1996 annual meeting must be
received by the Company on or before December 29, 1995 for inclusion in the
Company's Proxy Statement and proxy related to that meeting.
EQK REALTY INVESTORS I
LINDA K. SCHEAR
---------------
LINDA K. SCHEAR
Secretary
Atlanta, Georgia
April 28, 1995
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APPENDIX A
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/X/ Please make
your mark
this way
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S.B.
1. ELECTION OF TRUSTEES Sylvan M. Cohen, Alton G. Marshall, George R. Peacock, Phillip E. Stephens, Robert C. Robb, Jr.
FOR all nominees WITHHOLD (INSTRUCTION: To withhold authority to vote for THE UNDERSIGNED PLANS TO
listed above AUTHORITY individual nominee, write that nominee's name ATTEND THE ANNUAL MEETING.
(except as marked) to vote for all nominees in the space provided below.)
to the contrary) listed above
WITH PERSONS
/ / / / ----------------------------------------------- -------------
2. TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING. THE UNDERSIGNED HEREBY REVOKES ALL PREVIOUS
PROXIES FOR THE MEETING AND ACKNOWLEDGES
RECEIPT OF THE NOTICE OF ANNUAL MEETING,
PROXY STATEMENT AND ANNUAL REPORT OF EQK
REALTY INVESTORS I.
Date: , 1995
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By:
NOTE: Please sign this Proxy exactly as name(s)
appear in address. When signing as attorney-in-fact,
executor, administrator, trustee or guardian, please
add your title as such.
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EQK REALTY INVESTORS I
PROXY SOLICITED BY THE TRUSTEES
ANNUAL MEETING OF SHAREHOLDERS-JUNE 6, 1995
The undersigned hereby appoints Phillip E. Stephens and Gregory R. Greenfield, and each of them, proxies to represent the
undersigned with full power of substitution at the Annual Meeting of Shareholders of EQK Realty Investors I to be held at the
Company's Offices at 5775 Peachtree Dunwoody Road, Suite 200-D, Atlanta, Georgia, on Tuesday, June 6, 1995 at 10:30 a.m., and at any
and all adjournments or postponements thereof, and thereat to vote all Shares of Beneficial Interest of EQK Realty Investors I,
which votes the undersigned would be entitled to vote if personally present.
Unless otherwise specified, the Shares will be voted FOR the election of all nominees for Trustees. This Proxy also
delegates discretionary authority to vote with respect to any other business which may properly come before the meeting or any
adjournment or postponement thereof.
(Continued, and to be signed on reverse side)
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