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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1 TO FORM 10-K
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[X] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED]
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
Commission File No. 1-8815
EQK REALTY INVESTORS I
(Exact name of Registrant as specified in its Charter)
Massachusetts 23-2320360
(State or other jurisdiction (I.R.S.Employer Identification No.)
of incorporation or organization)
5775 Peachtree Dunwoody Road, Suite 200D, Atlanta, GA 30342
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(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code) (404) 303-6100
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Securities registered pursuant to Section 12(b)
of the Act:
Title of each class Name of each exchange on which registered
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Shares of Beneficial Interest New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by checkmark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this form 10-K. [X]
Indicate by checkmark 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
--- ---
The aggregate market value of Shares of Beneficial Interest held by
non-affiliates of the Registrant, based on the closing price of the Shares on
March 7, 1997 on the New York Stock Exchange of $1.50 per Share, is
$11,359,560. As of March 7, 1997, 9,264,344 Shares of Beneficial Interest were
outstanding. Officers and Trustees of the Trust (and certain of their family
members) and Equitable Realty Portfolio Management, Inc., Advisor to the Trust,
are treated as affiliates for the purposes of this computation, with no
admission being made that such people or entities are actually affiliates.
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ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The Trustees, their terms served and their professional
interests outside the Trust are profiled below. The Trustees are elected to
office at the Trust's annual meeting each year.
Sylvan M. Cohen, age 82, has been a Trustee since 1988. Mr.
Cohen has been Chairman, Chief Executive Officer, and Trustee of Pennsylvania
Real Estate Investment Trust, an American Stock Exchange-listed real estate
investment trust, since 1994 and was President and Trustee since its inception
in 1960. Mr. Cohen has been Of Counsel to the law firm Drinker Biddle & Reath
since 1995. For more than five years prior thereto, Mr. Cohen was 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 75, has been a Trustee since the
Trust's inception in 1985. Mr. Marshall has been President of Alton G. Marshall
Associates, Inc. a New York City real estate investment firm since 1971. He was
formerly a Senior Fellow of the Nelson A. Rockefeller Institute of Government
in Albany, New York. He was also 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
Equitable Capital and Equitable Capital Retirement Fund.
George R. Peacock, age 73, has been a Trustee since 1988. Mr.
Peacock 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 49, has been a Trustee since 1990.
Mr. Stephens has been Chairman and Chief Executive Officer of Compass Retail,
Inc., a subsidiary of Equitable Real Estate, since February 1996 and was
President and Chief Executive Officer from January 1992 to January 1996. Mr.
Stephens was Executive
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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, he 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.
Robert C. Robb, Jr., age 51, has been a Trustee since 1991.
Mr. Robb 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., Pittsburgh, Pennsylvania, Tamaqua Cable
Products Company, and Brynwood Partners, and is a former director of Brinks,
Inc. of Darien, Connecticut.
Section 16(a) of the Securities and Exchange Act of 1934
requires the Trust's officers and directors and persons who own more than ten
percent of a registered class of the Trust's equity securities (collectively,
the "Reporting Persons") to file reports of ownership and changes in ownership
with the Securities and Exchange Commission and to furnish the Trust 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 Trust's review of the copies of these reports
received by it, and written representations received from Reporting Persons,
the Trust believes that all filings required to be made by the Reporting
Persons with respect to transactions from January 1, 1996 through December 31,
1996 were made on a timely basis.
During 1996, there were three meetings of the Trustees and
one meeting of the Trust's audit committee, which is responsible for reviewing
the Trust's annual financial statements and other matters relating to the
Trust's financial affairs. Mr. Cohen and Mr. Marshall are members of the
Trust's audit committee.
Other than the audit committee, the Trust has no standing
nominating, compensation or other committees.
ITEM 11. EXECUTIVE COMPENSATION.
The Trust 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 Trust's business,
including meetings of the Trustees and of any committee of Trustees which such
Trustee attends. In addition, the Trust currently reimburses the Trustees for
travel and other expenses incurred in connection with their duties as Trustee
of the Trust. No salaries are paid to the officers of the Trust for acting in
such capacity.
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.
The following table shows the beneficial shareholdings as of
April 15, 1997 of all persons known by the Trust 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.
<TABLE>
<CAPTION>
Percentage of
Number of Outstanding
Name Address Shares Shares
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<S> <C> <C> <C>
Equitable Realty Portfolio 5775 Peachtree Dunwoody Rd. 1,685,556 18.2%
Management Suite 200-D
Atlanta, GA 30342
Tennessee Consolidated 1160 Andrew Jackson Bldg. 1,250,000 13.5%
Retirement System 5th Ave. & Dedrick Street
Nashville, TN 37219-8287
E. I. duPont de Nemours Wilmington Trust Co. 906,600 9.8%
Co., Inc. Trust Fund 1100 North Market St.
Wilmington, DE 19890
Corbyn Investment 2330 W. Joppa Rd. Ste. 108 648,500 7.0%
Management, Inc., et al (3) Lutherville, MD 21093
Sylvan M. Cohen Drinker Biddle & Reath --- (2)
Philadelphia National Bldg.
1345 Chestnut Street
Philadelphia, PA 19107 (2)
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 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
</TABLE>
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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.
(3) Corbyn Investment Management, Inc., et al is a group consisting of Corbyn
Investment Management, an investment advisor who owns 167,500 shares, and
Greenspring Fund, Inc., an investment company who owns the remaining 481,000
shares.
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
ERPM, a wholly-owned subsidiary of Equitable Real Estate and
the successor in interest to EQK Partners, is the Advisor to the Trust
pursuant to an advisory agreement with the Trust. For the year ended December
31, 1996, ERPM earned portfolio management fees in the amount of $250,000.
Effective January 1, 1990, ERPM agreed to reduce the rate of
its annual portfolio management fees as an accommodation to the Trust'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 daily per share closing price
of the Trust's shares, multiplied by the average number of shares outstanding
on each day and (ii) the average daily outstanding balance of the Trust'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 Trust to ERPM for the years 1985
through 1989. The remaining deferred fees of $2.7 million will be paid upon the
disposition of the Trust's remaining property, Harrisburg East Mall.
Pursuant to the Mortgage Loan Modification Agreement executed
in December 1995, which extended the maturity date of the Trust's mortgage
indebtedness by one year to December 15, 1996, and continuing with a second
extension of the maturity date of such mortgage indebtedness for a period of 18
months to June 15, 1998, the Advisor agreed to a partial deferral of its fees.
The computation of the fee will remain unchanged as described above; however,
fees in excess of $37,500 per quarter will be deferred and paid to the Advisor
upon the repayment of such mortgage indebtedness, either through a refinancing
or from an application of proceeds from the sale of Harrisburg East Mall. As of
December 31, 1996, the balance of deferred advisory fees owed to ERPM was
$125,000.
Upon the sale of all or any portion of the Trust's remaining
real estate investment, 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
Trust). The disposition fee will be reduced by the amount of any brokerage
commissions and legal expenses incurred by the Trust in connection with such
sales.
Pursuant to its property management agreement for Harrisburg
East Mall, Compass Retail earned management fees of $297,000 for the year ended
December 31, 1996.
In connection with the December 15, 1996 extension of debt,
the Advisor earned a refinancing fee of $50,000, which will be paid upon the
retirement of the debt.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 to
Form 10-K report to be signed on its behalf by the undersigned, thereunto duly
authorized, on the 30th day of April, 1997.
EQK Realty Investors I
By: /s/ Phillip E. Stephens
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Phillip E. Stephens
President and Trustee
