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SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant X
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Filed by a Party other than the Registrant
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Check the appropriate box:
X Preliminary Proxy Statement Confidential, for Use of the
- --- --- the Commission Only (as
permitted by Rule 14a-6(e)(2))
Definitive Proxy Statement
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Definitive Additional Materials
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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 No fee required.
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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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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Fee paid previously with preliminary materials.
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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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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EQK REALTY INVESTORS I
3424 Peachtree Road, N.E.
Suite 800
Atlanta, Georgia 30326
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
FEBRUARY 23, 1999
To the Shareholders of EQK Realty Investors I:
NOTICE IS HEREBY GIVEN that a Special Meeting of the Shareholders of
EQK Realty Investors I (the "Company") will be held at 787 7th Avenue, 49th
Floor, New York, New York 10019, on February 23, 1999 at 10:30 AM, local
time, for the following purposes:
1. To consider and vote upon a proposal to extend the Company's
existence for a period of two years in accordance with the Company's
Amended and Restated Declaration of Trust; and
2. To transact such other business as 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 January 8, 1999 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 787 7th Avenue, 49th Floor, New
York, New York 10019, during normal business hours during the ten-day
period prior to the meeting.
Your vote on the proposal is of great importance. The affirmative
vote of a majority of the outstanding Shares entitled to vote is required
for approval of the proposal. 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.
THE COMPANY'S BOARD OF TRUSTEES HAS CONSIDERED AND APPROVED THE
PROPOSAL AND UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR APPROVAL OF
THE PROPOSAL.
EQK REALTY INVESTORS I
Pamela P. Griffin
Secretary
Atlanta, Georgia
January , 1999
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TO ASSURE YOUR REPRESENTATION AT THE MEETING, PLEASE FILL IN, DATE, SIGN
AND RETURN YOUR PROXY PROMPTLY IN THE POSTAGE PAID, PRE-ADDRESSED ENVELOPE
ENCLOSED FOR THAT PURPOSE. IF YOU ATTEND THE MEETING IN PERSON, YOU MAY
WITHDRAW YOUR PROXY AND VOTE IN PERSON.
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EQK REALTY INVESTORS I
3424 Peachtree Road, N.E.
Suite 800
Atlanta, Georgia 30326
PROXY STATEMENT
FOR SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD FEBRUARY 23, 1999
GENERAL INFORMATION
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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 Board of Trustees of the
Company (the "Trustees") for use at a special meeting of shareholders (the
"Meeting") to be held at 10:30 a.m. on February 23, 1999 and at any
adjournments or postponements thereof. The Meeting will be held at 787 7th
Avenue, 49th Floor, New York, New York 10019.
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 January 13,
1999. Holders of Shares of record at the close of business on January 8,
1999 (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 9,632,212 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
extending the Company's existence for a period of two years 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 as 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
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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.
SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
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The following table shows the beneficial shareholdings as of November
30, 1998 of all persons known by the Company to be beneficial owners of
more than 5% of its outstanding shares, of all Trustees and executive
officers of the Trust individually and of all Trustees and executive
officers as a group.
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<TABLE>
<CAPTION>
Percentage of
Number Outstanding
Name Address of Shares Shares
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<S> <C> <C> <C>
Land Lease Portfolio 3424 Peachtree Road, N.E., Suite 800 1,685,556 17.5%
Management, Inc. Atlanta, GA 30326
Sutter Opportunity, 595 Market Street, Suite 2100 919,400 9.5%
LLC San Francisco, CA 94105
Summit Venture, L.P. 717 Morten Avenue, Suite 220 916,900 9.4%
Phoenix, AZ 85020
E.I. duPont de Wilmington Trust Co. 906,600 9.4%
Nemours Co., Inc. 1100 North Market Street
Trust Fund Wilmington, DE 19890
Maurice A. Halperin 2500 North Military Trail, Suite 225 847,100 8.8%
Boca Raton, FL 33431
William G. Brown, 3424 Peachtree Road, N.E., Suite 800 - (2)
Jr. Atlanta, GA 30326
Sylvan M. Cohen Drinker Biddle & Reath - (2)
Philadelphia National Building
1345 Chestnut Street
Philadelphia, PA 19107
Pamela P. Griffin 3424 Peachtree Road, N.E., Suite 800 - (2)
Atlanta, GA 30326
Don Henry 3424 Peachtree Road, N.E., Suite 800 - (2)
Atlanta, GA 30326
Alton G. Marshall 136 East 79th Street - (2)
New York, NY 10021
George R. Peacock Monarch Plaza 1,728(1) (2)
3414 Peachtree Road NE,,Suite 800
Atlanta, GA 30326
Robert C. Robb Lewis, Eckert, Robb and Co. 2,000 (2)
One Plymouth Meeting, Suite 425
Plymouth Meeting, PA 19462
Philip E. Stephens Seven Piedmont Center, Ste. 500 2,055 (2)
Atlanta, GA 30305
Robert F. Welanetz 3424 Peachtree Road, N.E., Suite 800 - (2)
Atlanta, GA 30326
All Trustees and Ex-
ecutive officers as
a Group (9 persons)
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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.
</TABLE> -4-
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PROPOSAL TO EXTEND DURATION OF COMPANY'S EXISTENCE
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Background.
Article 5.1 of the Company's Amended and Restated Declaration of
Trust (the "Declaration of Trust") currently provides for the complete
liquidation of the Company on or before March 5, 1999. Article 5.1 of the
Declaration of Trust further provides that the Company's existence may be
extended by up to a maximum of two years beyond March of 1999 only upon the
recommendation of the Trustees and the affirmative majority vote of the
Company's shareholders. The Trustees unanimously recommend approval of a
two-year extension of the Company's existence and have directed that the
proposal be submitted to a vote at the Special Meeting of the Shareholders
on February 23, 1999.
The Trustees' Reasons for Recommending an Extension of The Company's
Existence.
On August 25, 1998 the Company executed an Amended and Restated
Agreement and Plan of Merger, pursuant to which an affiliate of American
Realty Trust, Inc., a Georgia corporation, would merge with and into the
Company (the "Merger"), with the Company being the surviving entity. The
Merger contemplates, among other things, an amendment to the Company's
Declaration of Trust to provide for a 20-year extension of the life of the
Company. The Trustees have considered and unanimously approved the Merger.
The affirmative vote of shareholders holding three quarters of the
Company's outstanding shares is required to approve the Merger.
In addition to the required shareholder approval of the Merger and
the proposed amendment to the Declaration of Trust, which the Trustees
intend to seek at the Company's Annual Meeting scheduled to take place
during the first half of 1999, consummation of the Merger is contingent
upon, among other conditions, completion of the sale of the Company's sole
remaining real estate investment, the Harrisburg East Mall (the "Mall"), a
regional shopping center located in Harrisburg, Pennsylvania. The Company
is currently seeking to sell the Mall, but has not entered into any
agreement for its sale or disposition. Although the Company intends to
attempt to complete the sale of the Mall and the Merger before the
Company's required liquidation in March 1999, there is no assurance that
the sale can be accomplished by that time or that the Merger will be
approved by the Company's shareholders. Accordingly, the Trustees believe
it is advisable to extend the Company's existence for an additional two-
year period. If the Merger is not approved by the Company's shareholders
or is not completed for any other reason, the Company intends to complete
the sale of the Mall as soon as practicable and liquidate the Company,
unless the Company receives an offer with respect to another entity-level
transaction that the Trustees approve and submit to the Company's
shareholders.
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The Trustees believe that, absent shareholder approval of the two-
year extension, the Company's ability to sell the Mall on the most
advantageous available terms will be undermined.
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 to approve an extension of the Company's
existence. Abstentions will not count as affirmative votes, but will count
as part of the quorum. Broker non-votes will not count as affirmative
votes or as part of the quorum.
THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS VOTING FOR THE PROPOSAL
TO EXTEND THE DURATION OF THE COMPANY'S EXISTENCE FOR A TWO-YEAR PERIOD.
SHAREHOLDER PROPOSALS FOR THE NEXT ANNUAL MEETING
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If a shareholder intends to present a proposal at the 2000 Annual
Meeting, the proposal must be submitted in writing and received by the
Secretary of the Company at its executive offices no later than ,
1999, in order to be considered for inclusion in the Company's Proxy
Statement and form of proxy relating to that meeting.
EQK REALTY INVESTORS I
Pamela P. Griffin
Secretary
Atlanta, Georgia
, 1999
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Appendix
This Proxy is Solicited on Behalf of the Board of Directors of
EQK REALTY INVESTORS I
3424 Peachtree Road, N.E.
Suite 800
Atlanta, Georgia 30326
The undersigned hereby appoints William G. Brown, Jr. and Pamela P. Griffin
as proxy, each with the power to appoint his substitute, and hereby
authorizes any one of them to vote as designated below all the beneficial
shares of EQK Realty Investors I, held of record by the undersigned on
January 8, 1999, at the Special Meeting of Shareholders to be held on
February 23, 1999, at 10:30 AM at 787 7th Avenue, 49th Floor, New York, New
York 10019 and at any adjournment thereof.
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ALL PROXIES WILL BE VOTED IN ACCORDANCE WITH THE INSTRUCTIONS NOTED HEREON.
1. FOR AGAINST ABSTAIN
With respect to the
ratification of the proposal
To extend the duration of the
Company's existence for a
Period of two years, until and
including March 5, 2001
2. In their discretion, the proxies will vote on such other business as
may properly come before the meeting or any adjournments thereof.
The undersigned hereby acknowledges receipt of the Proxy Statement
dated January , 1999 and hereby revokes any proxy or proxies heretofore
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given to vote shares at said meeting or any adjournments thereof.
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Sign here exactly as name(s) appear on left Dated:
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PLEASE DATE, SIGN AND RETURN THIS PROXY IN THE ENCLOSED, ADDRESSED
ENVELOPE.
