<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1999
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 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)
3424 Peachtree Road NE, Suite 800, Atlanta, GA 30326
(Address of principal executive offices) (Zip Code)
(404) 848-8600
(Registrant's telephone number, including area code)
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 file such filing
requirements for the past 90 days. [X] Yes [ ] No
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDING DURING THE
PRECEDING FIVE YEARS:
Indicate by check mark whether the Registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. [ ] Yes [ ]No
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of the issuer's classes of common
stock, as of the latest practicable date: 9,632,212 as of November 15, 1999.
<PAGE> 2
EQK REALTY INVESTORS I
QUARTERLY REPORT ON FORM 10-Q
FOR QUARTER ENDED September 30, 1999
INDEX
<TABLE>
<CAPTION>
Page
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PART I - FINANCIAL INFORMATION
<S> <C>
Item 1. Balance Sheets as of September 30, 1999
and December 31, 1998 3
Statements of Operations for the three
and nine months ended September 30, 1999 and
September 30, 1998 4
Statements of Cash Flows for the nine
months ended September 30, 1999 and
September 30, 1998 5
Notes to the Financial Statements 6
Item 2. Management's Discussion and Analysis
of Financial Condition and Results
of Operations 14
Item 3. Quantitative and Qualitative Disclosures
About Market Risk 23
PART II - OTHER INFORMATION
Items 1 through 6. 24
SIGNATURES 27
</TABLE>
2
<PAGE> 3
EQK REALTY INVESTORS I
BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
September 30, December 31,
1999 1998
-------------- --------------
ASSETS
<S> <C> <C>
Real estate held for sale $ 39,821 $ 39,360
Cash and cash equivalents:
Cash Management Agreement 2,807 3,390
Other 417 471
Accounts receivable and other assets (net of allowance of $5 2,174 1,881
and $67, respectively)
------------ ------------
TOTAL ASSETS $ 45,219 $ 45,102
============ ============
LIABILITIES AND DEFICIT IN SHAREHOLDERS' EQUITY
Liabilities:
Mortgage note payable $ 43,794 $ 43,794
Term loan payable to bank 1,570 1,580
Accounts payable and other liabilities (including amounts
due affiliates of $3,147 and $3,107, respectively) 4,119 4,560
------------ ------------
49,483 49,934
Commitments and Contingencies (Note 1 and 5)
Deficit in Shareholders' Equity:
Shares of beneficial interest, without par value: 10,055,555
shares authorized, 9,632,212 shares issued and outstanding 135,875 135,875
Accumulated deficit (140,139) (140,707)
------------ ------------
(4,264) (4,832)
------------ ------------
TOTAL LIABILITIES AND DEFICIT IN SHAREHOLDERS' EQUITY $ 45,219 $ 45,102
============ ============
</TABLE>
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
3
<PAGE> 4
EQK REALTY INVESTORS I
STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------------
Three months ended September 30, Nine months ended September 30,
1999 1998 1999 1998
-------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Revenues from rental operations $ 1,454 $ 1,619 $4,585 $ 4,509
Operating expenses, net of tenant
reimbursements (including property
management fees earned by an affiliate of
$0, $82, $0 and $228, respectively) 132 190 601 629
Depreciation and amortization - - 19 548
-------------------------------------------------------------------------------------------------------------------------------
Income from rental operations 1,322 1,429 3,965 3,332
Interest expense 1,027 1,006 3,073 3,204
Other expenses, net of interest income
(including portfolio management fees
earned by an affiliate of $50, $56
$153, and $174, respectively) 116 141 324 326
-------------------------------------------------------------------------------------------------------------------------------
Net income (loss) $ 179 $ 282 $ 568 $ (198)
===============================================================================================================================
Net income (loss) per share $0.02 $0.03 $0.06 ($0.02)
===============================================================================================================================
</TABLE>
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
4
<PAGE> 5
EQK REALTY INVESTORS I
STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
Nine months ended September 30,
1999 1998
- --------------------------------------------------------------------------------------------------------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 568 $ (198)
Adjustments to reconcile net income (loss) to net
cash provided by (used in) operating activities:
Depreciation and amortization 19 548
Amortization of deferred financing costs 54 177
Changes in assets and liabilities:
(Increase) decrease in accounts receivable
and other assets (306) 17
Decrease in accounts payable and
other liabilities (441) (246)
- -------------------------------------------------------------------------------------------------------------
Net cash provided by (used in) operating activities (106) 298
- -------------------------------------------------------------------------------------------------------------
Cash flows from investing activities:
Additions to real estate investments (480) (516)
- -------------------------------------------------------------------------------------------------------------
Net cash used in investing activities (480) (516)
- -------------------------------------------------------------------------------------------------------------
Cash flows from financing activities:
Payment of deferred financing costs (41) (362)
Scheduled repayments of debt (10) (4)
- -------------------------------------------------------------------------------------------------------------
Net cash used in financing activities (51) (366)
- -------------------------------------------------------------------------------------------------------------
Decrease in cash and cash equivalents (637) (584)
Cash and cash equivalents
beginning of period 3,861 3,323
- -------------------------------------------------------------------------------------------------------------
Cash and cash equivalents
end of period $3,224 $2,739
=============================================================================================================
Supplemental disclosure of cash flow information:
Interest paid $3,053 $3,415
=============================================================================================================
</TABLE>
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
5
<PAGE> 6
EQK REALTY INVESTORS I
NOTES TO FINANCIAL STATEMENTS
NOTE 1: DESCRIPTION OF BUSINESS
EQK Realty Investors I, a Massachusetts business trust ("EQK" or the
"Trust"), was formed pursuant to an Amended and Restated Declaration of
Trust dated February 27, 1985, as amended on March 5, 1986, to acquire
certain income-producing real estate investments. Commencing with the
period beginning April 1, 1985, the Trust qualified for and elected
real estate investment trust ("REIT") status under the provisions of
the Internal Revenue Code. Lend Lease Portfolio Management, Inc.
("LLPM") serves as the "Advisor" to the Trust.
At September 30, 1999, the Trust's remaining real estate investment is
Harrisburg East Mall (the "Mall"), a regional shopping center in
Harrisburg, Pennsylvania, which is currently held for disposition. On
December 8, 1995, the Trust sold its remaining interest in Castleton
Park, an office park in Indianapolis, Indiana. The Trust sold office
buildings comprising an office complex located in Atlanta, Georgia,
formerly known as Peachtree-Dunwoody Pavilion, during 1992 and 1993. In
1991, the Trust completed the sale of two office buildings at
Castleton.
The Declaration of Trust provides for the Trust's existence and a
maximum holding period for its real estate investments of 14 years. The
Declaration of Trust further provides that this 14-year term may be
extended by up to two years upon the recommendation of the Trustees and
the affirmative vote of a majority of its shareholders. Recognizing
that the Trust's business affairs would not be settled prior to the
initial maturity date of the Trust's term (March 5, 1999), the Board of
Trustees recommended a two-year extension of the Trust's life (through
March 5, 2001). This recommendation was approved by the shareholders at
a Special Meeting of Shareholders held on February 23, 1999.
Effective December 23, 1997, the Trust entered into an Agreement and
Plan of Merger (the "Merger Agreement"), pursuant to which an affiliate
of American Realty Trust, Inc. ("ART") is to merge with and into the
Trust (the "Merger"), with the Trust being the surviving entity. The
Merger contemplates, among other things, an extension of the life of
the Trust through December 31, 2018.
The Merger Agreement was amended on August 25, 1998 (as further amended
on April 22, 1999 and on June 4, 1999, the "Revised Merger Agreement")
to provide for, among other matters, the right of the Trust to dispose
of the Mall and distribute proceeds of such disposition to the Trust's
shareholders prior to completing the Merger and a corresponding
reduction in the Merger consideration to be paid to the Trust's
shareholders.
An Annual Meeting of Shareholders (the "Annual Meeting") convened on
August 3, 1999 and was adjourned to September 1, 1999, at which time
the shareholders approved (1) the Revised Merger Agreement, (2) an
amendment and restatement of EQK's Amended and Restated Declaration of
Trust, which will become effective if and when the Merger has been
6
<PAGE> 7
EQK REALTY INVESTORS I
NOTES TO FINANCIAL STATEMENTS
completed, (3) the termination of EQK's advisory agreement with Lend
Lease Portfolio Management, Inc. and the execution by EQK of a new
advisory agreement with Basic Capital Management Inc., an affiliate of
ART, as advisor, which will become effective if and when the Merger has
been completed, and (4) the election of the Board of Trustees of EQK.
The Merger consideration will be comprised entirely of ART Series F
Cumulative Convertible Preferred Stock with a par value of $2.00 per
share and a liquidation value of $10.00 per share. ("ART Preferred
Shares"). The Merger will be effected by (i) ART's acquisition of up to
4,376,056 shares currently held by four EQK shareholders including
LLPM, Summit Venture LP ("Summit"), Sutter Opportunity Fund LLC
("Sutter"), and Maurice A. Halperin ("Halperin"), (the "Selling
Shareholders") pursuant to the terms of separate stock purchase
agreements (each a "Stock Purchase Agreement" and collectively, the
"Block Purchase"), and (ii) ART's receipt of 673,976 shares newly
issued by the Trust (the "ART Merger Consideration" which, together
with Shares currently outstanding, constitutes "EQK Shares"), the
combined effect of which will give ART up to an approximate 49%
interest in EQK.
The number of EQK Shares acquired by ART and the number of EQK Shares
issued to ART may be adjusted if, due to certain circumstances, less
than all of the Selling Shareholders complete their transaction with
ART. The Selling Shareholders will receive for each EQK Share sold
0.030 of an ART Preferred Share with a corresponding liquidation value
of $0.30 per EQK Share sold. The remaining EQK shareholders (the
"Public EQK Shareholders") will be entitled to retain their Shares at
the time of the Merger, but will be compensated for the dilution in
their percentage ownership interest through the receipt of 0.014 of an
ART Preferred Share with a corresponding liquidation value of $0.14 per
EQK Share held (the "EQK Merger Consideration"). In addition, ART
currently intends (but is not legally obligated) to acquire the
remaining EQK Shares from such other Public EQK Shareholders at some
time after the third anniversary of the consummation of the Merger for
not less than 0.0486 of an ART Preferred Share with a liquidation value
of $0.486 for each EQK Share tendered.
At this time, Halperin has not agreed to sell his EQK Shares to ART. As
such, Halperin will be entitled to receive the same EQK Merger
Consideration per share as the consideration to be paid to the other
Public EQK Shareholders and ART will be entitled to receive the ART
Merger Consideration without modification. Upon consummation of the
Block Purchase (excluding Haplerin's EQK Shares) and the Merger, ART
would own not more than 41% of the issued and outstanding EQK Shares
and the Public EQK Shareholders (including Halperin) will have
effectively "sold" approximately 4.15% of their EQK Shares to ART.
7
<PAGE> 8
EQK REALTY INVESTORS I
NOTES TO FINANCIAL STATEMENTS
If Summit and Sutter elect to terminate their respective Stock Purchase
Agreements and ART determines to proceed with the closing of the
Merger, Summit and Sutter would be entitled to receive the same EQK
Merger Consideration per share as the other Public EQK Shareholders and
ART will be entitled to receive the same ART Merger Consideration per
share as the other Public EQK Shareholders without modification. In
such event, ART would own not more than 23% of the issued and
outstanding EQK Shares and the Public EQK Shareholders (including
Halperin, Summit, and Sutter) will have effectively "sold"
approximately 5.4% of their EQK Shares to ART.
On July 1, 1999 the Registration Statement relating to the ART
Preferred Shares that would be issued upon a closing pursuant to the
Revised Merger Agreement was declared effective by the SEC.
Upon completion of the disposition of the Mall and the satisfaction of
certain other conditions, the Merger would be completed. Immediately
prior to the closing of the Merger, ART will convey one of its
properties to the Trust. The total consideration paid by the Trust to
ART for this property will be a $1,250,000 non-recourse five-year
promissory note. The Trust will also assume approximately $1,498,000 of
existing debt.
ART has agreed to permit the Trust to continue to solicit, or respond
to, offers from third parties for the Trust. In the event the Trust
accepts an offer from a party other than ART and elects not to proceed
with the Merger, the Trust generally will be obligated to pay ART a
break-up fee of $200,000 plus its share of transaction expenses
(collectively, the "Break-Up Consideration").
Since the Merger was not completed by October 29, 1999, the Revised
Merger Agreement is currently terminable by either ART or the Trust.
The Revised Merger Agreement may also be terminated by the Trust if (i)
the Trust secures a more favorable offer from another party subject to
the payment of the Break-Up Consideration; or (ii) the Revised Merger
Agreement in any way impairs or delays the disposition of the Mall, or
is likely to result in a material reduction in proceeds.
On November 3, 1999, ART announced that it had entered into an
agreement with National Realty, L.P. ("National Realty") pursuant to
which ART common shareholders and National Realty unit holders would
receive common stock of a newly formed holding company and ART
preferred shareholders would receive preferred stock of that holding
company (the "National Realty Transaction"). ART has stated that the
agreement is expected to close during the first quarter of 2000. There
is no assurance that, even if ART does not exercise its right described
above to terminate the Revised Merger Agreement, the Merger can be
completed prior to completion of the National Realty Transaction. If
the Merger cannot be completed by that time, the Revised Merger
Agreement would have to be further amended and the likelihood
8
<PAGE> 9
EQK REALTY INVESTORS I
NOTES TO FINANCIAL STATEMENTS
that the Merger can be completed at all will be substantially reduced
because, among other factors, of delays that would result from the need
to obtain approval by the Trust's shareholders of the amended Revised
Merger Agreement. Accordingly, there is no assurance that the Merger
will be completed on the current terms or at all.
Proceeds from the disposition of the Mall, if any, and the completion
of the Merger, if applicable, will be distributed to the shareholders
of the Trust in one or more payments once the Trust's liabilities have
been settled (including retirements of its Mortgage Note and Term Loan)
and related transaction costs have been paid.
The Trust, its trustees, and its Advisor have been named as defendants
in a purported class action complaint filed in Massachusetts State
court, which seeks to enjoin the Merger. The complaint also seeks other
relief including unspecified damages. The complaint was recently
dismissed without prejudice. Although there is no assurance that an
amended complaint will not be filed, Management of the Trust believes
that the disposition of this matter will not have a material adverse
effect on the financial position of the Trust.
Management commenced marketing and sales activities relating to the
Mall during the second quarter of 1998, which included the retention of
an outside broker. Since the commencement of sales activities, changing
conditions in the capital markets have had an adverse effect on the
real estate market, and especially on the market for regional shopping
malls. This unfavorable environment has been characterized by a
reduction in available sources of financing for real estate
transactions and by reduced purchasing interest on the part of many
traditional buyers, including many of the public real estate investment
trusts. In recent months, subsequent to the termination of negotiations
with the Prospective Purchaser referred to in the following paragraph,
market conditions for properties such as the Mall have deteriorated
further.
As previously announced, on March 5, 1999, the Trust entered into a
non-binding letter of intent to sell the Mall to a private real estate
group (the "Prospective Purchaser") for $51 million. Closing was
subject to a number of conditions, including the satisfactory
completion of due diligence, the Prospective Purchaser's obtaining
financing and the execution of a definitive purchase and sale
agreement. The Letter of Intent provided for an exclusivity period,
which expired May 15, 1999, during which time the Trust could not
solicit, negotiate, or execute other offers for the disposition of the
Mall. Negotiations with the Prospective Purchaser have terminated.
Accordingly, the Trust has commenced additional marketing activities
relating to the disposition of the Mall. As a result of the
deterioration of market conditions referred to in the preceding
paragraph, prospects for the disposition of the Mall, even at a
valuation significantly below the valuation reflected in the letter of
intent with the Prospective Purchaser, are highly uncertain.
9
<PAGE> 10
EQK REALTY INVESTORS I
NOTES TO FINANCIAL STATEMENTS
NOTE 2: BASIS OF PRESENTATION
The financial statements have been prepared by the Trust, without
audit, pursuant to the rules and regulations of the Securities and
Exchange Commission. Certain information and footnote disclosures
normally included in the financial statements prepared in accordance
with generally accepted accounting principles have been condensed or
omitted pursuant to such rules and regulations, although the Trust
believes that the disclosures are adequate to make the information
presented not misleading. The financial statements should be read in
conjunction with the audited financial statements and related notes
thereto included in the Annual Report on Form 10-K for the year ended
December 31, 1998.
Certain prior year amounts have been reclassified to conform to the
current year presentation.
The Trust is actively attempting to dispose of the Mall and, therefore,
has classified its investment in real estate on the balance sheet as
held for sale effective April 1, 1998. Accordingly, all real estate
assets, including deferred leasing costs, are recorded at the lower of
cost or estimated fair market value, less estimated costs to sell.
Depreciation is not recorded for real estate assets held for sale.
Therefore, the Trust discontinued recording depreciation and
amortization of real estate assets on April 1, 1998. The depreciation
recorded in the second quarter of 1999 represents the write off of a
non-recoverable tenant allowance.
In the opinion of the Trust, all adjustments, which include only normal
recurring adjustments necessary to present fairly its financial
position as of September 30, 1999, its results of operations for the
three and nine months ended September 30, 1999 and 1998 and its cash
flows for the nine months ended September 30, 1999 and 1998, have been
included in the accompanying unaudited financial statements.
NOTE 3: CASH MANAGEMENT AGREEMENT
In connection with the Trust's Mortgage Debt agreement (as amended and
extended), the Trust entered into a Cash Management Agreement with
Prudential (the "Mortgage Note Lender") and assigned all lease and rent
receipts to the Mortgage Note Lender as additional collateral. Pursuant
to this agreement, a third-party escrow agent has been appointed to
receive all rental payments from tenants and to fund monthly operating
expenses in accordance with a budget approved by the Mortgage Note
Lender.
10
<PAGE> 11
EQK REALTY INVESTORS I
NOTES TO FINANCIAL STATEMENTS
As of September 30, 1999, a balance of $1,659,000 was held by the
third-party escrow agent in accordance with the Cash Management
Agreement. The agreement also provides for the establishment of a
capital reserve account, which is maintained by the escrow agent.
Disbursements from this account, which are funded each month with any
excess operating cash flow, are limited to capital expenditures
approved by the Mortgage Note Lender. As of September 30, 1999 the
balance of the capital reserve account was $1,148,000.
NOTE 4: ADVISORY AND MANAGEMENT AGREEMENTS
The Advisor is a wholly owned subsidiary of Lend Lease Real Estate
Investments, Inc. The Advisor makes recommendations to the Trust
concerning investments, administration and day-to-day operations.
Under the terms of the advisory agreement, as amended in December 1989,
the Advisor receives a management fee that is based upon the average
daily per share price of the Trust's shares plus the average daily
balance of outstanding mortgage indebtedness. Such fee is calculated
using a factor of 42.5 basis points (0.425%) and generally has been
payable monthly without subordination. However, given the Shares of the
Trust are no longer traded on a market with readily available market
values, the Trustees agreed on a stipulated rate of $0.75 per share to
be used for purposes of calculating the management fee for the period
May 4, 1998 through December 31, 1998, $0.37 per share for the period
January 1, 1999 through June 30, 1999 and $0.15 per share for the
period July 1, 1999 through December 31, 1999.
Commencing with the December 1995 extension of debt and continuing with
the December 1996 debt extension, the Mortgage Note Lender has
requested, and the Advisor has agreed to, a partial deferral of payment
of its fee. Whereas the fee continues to be computed as described
above, payments to the Advisor are limited to $37,500 per quarter.
Accrued but unpaid amounts will be eligible for payment upon the
repayment of the Mortgage Note. For the nine months ended September 30,
1999 and 1998, portfolio management fees were $153,000 and $174,000,
respectively. The balance of deferred portfolio management fees at
September 30, 1999 was $339,000.
As of December 31, 1989, portfolio management fees of $5,440,000
payable to the Advisor were deferred in accordance with subordination
provisions contained in the original advisory agreement. Pursuant to
the amended advisory agreement, the Advisor forgave one-half, or
$2,720,000, of the deferred balance. The remaining deferred fees are
payable upon the disposition of the Trust's properties. As of September
30, 1999, the liability for deferred management fees was $2,720,000.
11
<PAGE> 12
EQK REALTY INVESTORS I
NOTES TO FINANCIAL STATEMENTS
Upon the sale of all or any portion of any real estate investment of
the Trust, the Advisor will receive 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. The Trust incurred no disposition fees
as of September 30, 1999.
In connection with the December 15, 1996 extension of debt, the Advisor
earned a refinancing fee of $50,000, which is payable upon the
retirement of the debt.
The Trust entered into an agreement with ERE Yarmouth Retail, Inc. (the
"Manager"), for the on-site management of the Mall. ERE Yarmouth
Retail, Inc. was a wholly owned subsidiary of Lend Lease Real Estate
Investments, Inc. On September 30, 1998, Lend Lease Real Estate
Investments, Inc. sold the Manager to LaSalle Partners, Incorporated
("LaSalle"), which is not affiliated with the Trust or the Advisor. An
affiliate of LaSalle continues to manage the Mall pursuant to the terms
of the original management agreement.
NOTE 5: DEBT MATURITIES
The Trust's debt instruments (aggregate principal outstanding of
$45,365,000) had original maturity dates of December 15, 1995. The
Trust's Mortgage Note Lender and Term Loan Lender have agreed to extend
the maturity date of the loans twice, first for a period of one year
through December 15, 1996, and second for a period of 18 months through
June 15, 1998. Following the June 15, 1998 maturity date, the Mortgage
Note Lender granted three six-month forbearance arrangements (most
recently through December 15, 1999) wherein it agreed not to exercise
remedies for non-repayment of the outstanding principal balance. The
Term Loan Lender has granted three six-month extensions of its maturity
date so as to coincide with such forbearance periods. These forbearance
arrangements are conditioned upon, among other things, the Trust
continuing to make timely debt service payments in monthly amounts
equal to those amounts stipulated in the December 1996 debt extension
agreements.
In consideration for the extension of the forbearance agreement
relating to the Mortgage Note through December 15, 1999, the Trust paid
an extension fee of $25,000. In consideration for the extension of the
maturity date of the Term Loan through December 15, 1999, the Trust
paid an extension fee of $15,700.
12
<PAGE> 13
EQK REALTY INVESTORS I
NOTES TO FINANCIAL STATEMENTS
As discussed above, the expiration date of the Trust's forbearance and
extension arrangements is December 15, 1999. It is unlikely that the
Trust will be able to refinance this debt or generate sufficient
proceeds from the disposition of the Mall to repay the debt prior to
December 15, 1999. There is no assurance that further forbearance and
extension agreements can be entered into on reasonably acceptable terms
or at all and, accordingly, the lenders may be entitled to foreclose on
the Mall and other assets of the Trust on December 15, 1999. In the
event the lenders foreclose on the Mall, it is anticipated that the
Trust would not be able to make a liquidating distribution on account
of the Mall to its shareholders.
The Trust is considering its options to most effectively dispose of the
Mall in light of current market conditions and the impending maturity
of the Trust's debt. There is no assurance that any such disposition
will result in proceeds to be distributed to the Trust's shareholders
or that the Merger will be completed. These circumstances raise
substantial doubt about the Trust's ability to continue as a going
concern. The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.
13
<PAGE> 14
EQK REALTY INVESTORS I
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
This discussion should be read in conjunction with the financial statements and
notes that appear on pages 3-13.
FINANCIAL CONDITION
CAPITAL RESOURCES
Trust Background
As of September 30, 1999, the Trust's remaining real estate investment is
Harrisburg East Mall (the "Mall"), a regional shopping center located in
Harrisburg, Pennsylvania. During the period 1992 to 1995, the Trust completed
the disposition of its two other real estate investments. Castleton Park, an
office park in Indianapolis, Indiana was sold in 1995, and Peachtree Dunwoody
Pavilion, an office park in Atlanta, Georgia, was sold in three separate
transactions during 1992 and 1993.
Management intends to dispose of its remaining real estate investment, the Mall,
as soon as commercially practicable. As discussed below, it does not appear that
the disposition of the Mall will occur prior to the December 15, 1999 expiration
dates of its forbearance and extension arrangements with its lenders. There is
no assurance that further forbearance and extension agreements can be entered
into on reasonably acceptable terms or at all and, accordingly, the lenders may
be entitled to foreclose on the Mall and other assets of the Trust on December
15, 1999. In the event the lenders foreclose on the Mall, it is anticipated that
the Trust would not be able to make a liquidating distribution on account of the
Mall to its shareholders.
The Declaration of Trust provides for the Trust's existence and a maximum
holding period for its real estate investments of 14 years. The Declaration of
Trust further provides that this 14 year term may be extended by up to two years
upon the recommendation of the Trustees and the affirmative vote of a majority
of its shareholders. Recognizing that the Trust's business affairs would not be
settled prior to the initial maturity date of the Trust's term (March 5, 1999),
the Board of Trustees recommended a two-year extension of the Trust's life
(through March 5, 2001). This recommendation was approved by the shareholders at
a Special Meeting of Shareholders held on February 23, 1999.
Proposed Merger with American Realty Trust
Effective December 23, 1997, the Trust entered into an Agreement and Plan of
Merger (the "Merger Agreement"), pursuant to which an affiliate of American
Realty Trust, Inc. ("ART") is to merge with and into the Trust (the "Merger"),
with the Trust being the surviving entity. The Merger contemplates, among other
things, an extension of the life of the Trust through December 31, 2018.
14
<PAGE> 15
EQK REALTY INVESTORS I
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The Merger Agreement was amended on August 25, 1998 (as further amended on
April 22, 1999 and June 4, 1999, the "Revised Merger Agreement") to provide
for, among other matters, the right of the Trust to sell the Mall and
distribute proceeds of such sale to the Trust's shareholders prior to
completing the Merger and a corresponding reduction in the Merger consideration
to be paid to the Trust's shareholders. As discussed below, there is no
assurance that any such disposition will result in proceeds to be distributed
to the Trust's shareholders.
An Annual Meeting of Shareholders (the "Annual Meeting") convened on August 3,
1999 and was adjourned to September 1, 1999, at which time the shareholders
approved (1) the Revised Merger Agreement, (2) an amendment and restatement of
EQK's Amended and Restated Declaration of Trust, which will become effective if
and when the Merger has been completed, (3) the termination of EQK's advisory
agreement with Lend Lease Portfolio Management, Inc. and the execution by EQK
of a new advisory agreement with Basic Capital Management Inc., an affiliate of
ART, as advisor, which will become effective if and when the Merger has been
completed, and (4) the election of the Board of Trustees of EQK.
The Merger consideration will be comprised entirely of ART Series F Cumulative
Convertible Preferred Stock with a par value of $2.00 per share and a
liquidation value of $10.00 per share. ("ART Preferred Shares"). The Merger will
be effected by (i) ART's acquisition of up to 4,376,056 shares currently held by
four EQK shareholders including LLPM, Summit Venture L.P. ("Summit"), Sutter
Opportunity Fund LLC ("Sutter"), and Maurice A. Halperin ("Halperin"), (the
"Selling Shareholders") pursuant to the terms of separate stock purchase
agreements (each a "Stock Purchase Agreement" and collectively, the "Block
Purchase"), and (ii) ART's receipt of 673,976 shares newly issued by the Trust
(the "ART Merger Consideration" which, together with shares currently
outstanding, constitutes "EQK Shares"), the combined effect of which will give
ART up to an approximate 49% interest in EQK.
The number of EQK Shares acquired by ART and the number of EQK Shares issued to
ART may be adjusted if, due to certain circumstances, less than all of the
Selling Shareholders complete their transaction with ART. The Selling
Shareholders will receive for each EQK Share sold 0.030 of an ART Preferred
Share with a corresponding liquidation value of $0.30 per EQK Share sold. The
remaining shareholders (the "Public EQK Shareholders") will be entitled to
retain their Shares at the time of the Merger, but will be compensated for the
dilution in their percentage ownership interest through the receipt of 0.014 of
an ART
15
<PAGE> 16
EQK REALTY INVESTORS I
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Preferred Share with a corresponding liquidation value of $0.14 per EQK Share
held. In addition, ART currently intends (but is not legally obligated) to
acquire the remaining EQK Shares from such other Public EQK Shareholders at some
time after the third anniversary of the consummation of the Merger for not less
than 0.0486 of an ART Preferred Share with a liquidation value of $0.486 for
each EQK Share tendered.
At this time, Halperin has not agreed to sell his EQK Shares to ART. As such,
Halperin will be entitled to receive the same EQK Merger Consideration per share
as the consideration to be paid to the other Public EQK Shareholders and ART
will be entitled to receive the ART Merger Consideration without modification.
Upon consummation of the Block Purchase (excluding Haplerin's EQK Shares) and
the Merger, ART would own not more than 41% of the issued and outstanding EQK
Shares and the Public EQK Shareholders (including Halperin) will have
effectively "sold" approximately 4.15% of their EQK Shares to ART.
If Summit and Sutter elect to terminate their respective Stock Purchase
Agreements (which termination could occur subsequent to the Annual Meeting) and
ART determines to proceed with the closing of the Merger, Summit and Sutter
would be entitled to receive the same EQK Merger Consideration per share as the
other Public EQK Shareholders and ART will be entitled to receive the ART Merger
Consideration per share as the other Public EQK Shareholders without
modification. In such event, ART would own not more than 23% of the issued and
outstanding EQK Shares and the Public EQK Shareholders (including Halperin,
Summit, and Sutter) will have effectively "sold" approximately 5.4% of their EQK
Shares to ART.
On July 1, 1999 the Registration Statement relating to the ART Preferred Shares
that would be issued upon a closing pursuant to the Revised Merger Agreement was
declared effective by the SEC.
Upon completion of the disposition of the Mall and the satisfaction of certain
other conditions, the Merger would be completed. Immediately prior to the
closing of the Merger, ART will convey one of its properties to the Trust. The
total consideration paid by the Trust to ART for this property will be a
$1,250,000 non-recourse five-year promissory note. The Trust will also assume
approximately $1,498,000 of existing debt.
ART has agreed to permit the Trust to continue to solicit, or respond to, offers
from third parties for the Trust. In the event the Trust accepts an offer from a
party other than ART and elects not to proceed with the Merger, the Trust
generally will be obligated to pay ART a break-up fee of $200,000 plus its share
of transaction expenses (collectively, the "Break-Up Consideration").
16
<PAGE> 17
EQK REALTY INVESTORS I
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Since the Merger was not completed by October 29, 1999, the Revised Merger
Agreement is currently terminable by either ART or the Trust. The Revised Merger
Agreement may also be terminated by the Trust if (i) the Trust secures a more
favorable offer from another party subject to the payment of the Break-Up
Consideration; or (ii) the Revised Merger Agreement in any way impairs or delays
the disposition of the Mall, or is likely to result in a material reduction in
proceeds.
On November 3, 1999, ART announced that it had entered into an agreement with
National Realty, L.P. ("National Realty") pursuant to which ART common
shareholders and National Realty unit holders would receive common stock of a
newly formed holding company and ART preferred shareholders would receive
preferred stock of that holding company (the "National Realty Transaction"). ART
has stated that the agreement is expected to close during the first quarter of
2000. There is no assurance that, even if ART does not exercise its right
described above to terminate the Revised Merger Agreement, the Merger can be
completed prior to completion of the National Realty Transaction. If the Merger
cannot be completed by that time, the Revised Merger Agreement would have to be
further amended and the likelihood that the Merger can be completed at all will
be substantially reduced because, among other factors, of delays that would
result from the need to obtain approval by the Trust's shareholders of the
amended Revised Merger Agreement. Accordingly, there is no assurance that the
Merger will be completed on the current terms or at all.
Proceeds from the disposition of the Mall, if any, and the completion of the
Merger, if applicable, will be distributed to the shareholders of the Trust in
one or more payments once the Trust's liabilities have been settled (including
retirements of its Mortgage Note and Term Loan) and related transaction costs
have been paid.
The Trust, its trustees, and its Advisor have been named as defendants in a
purported class action complaint filed in Massachusetts State court, which seeks
to enjoin the Merger. The complaint also seeks other relief including
unspecified damages. The complaint was recently dismissed without prejudice.
Although there is no assurance that an amended complaint will not be filed,
Management of the Trust believes that the disposition of this matter will not
have a material adverse effect on the financial position of the Trust.
17
<PAGE> 18
EQK REALTY INVESTORS I
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Harrisburg East Mall Disposition Plan
Management commenced marketing and sales activities relating to the Mall during
the second quarter of 1998, which included the retention of an outside broker.
Since the commencement of sales activities, changing conditions in the capital
markets have had an adverse effect on the real estate market, and especially on
the market for regional shopping malls. This unfavorable environment has been
characterized by a reduction in available sources of financing for real estate
transactions and by reduced purchasing interest on the part of many traditional
buyers, including many of the public real estate investment trusts. In recent
months, subsequent to the termination of negotiations with the Prospective
Purchaser referred to in the following paragraph, market conditions for
properties such as the Mall have deteriorated further.
As previously announced, on March 5, 1999, the Trust entered into a non-binding
letter of intent to sell the Mall to a private real estate group (the
"Prospective Purchaser") for $51 million. Closing was subject to a number of
conditions, including the satisfactory completion of due diligence, the
Prospective Purchaser's obtaining financing and the execution of a definitive
purchase and sale agreement. The Letter of Intent provided for an exclusivity
period, which expired May 15, 1999, during which time the Trust could not
solicit, negotiate, or execute other offers for the disposition of the Mall.
Negotiations with the Prospective Purchaser have terminated. Accordingly, the
Trust has commenced additional marketing activities relating to the disposition
of the Mall. As a result of the deterioration of market conditions referred to
in the preceding paragraph, prospects for the disposition of the Mall, even at a
valuation significantly below the valuation reflected in the letter of intent
with the Prospective Purchaser, are highly uncertain.
Mortgage Debt Extensions
The Trust's debt instruments (aggregate principal outstanding of $45,365,000)
had original maturity dates of December 15, 1995. The Trust's Mortgage Note
Lender and Term Loan Lender have agreed to extend the maturity date of the loans
twice, first for a period of one year through December 15, 1996, and second for
a period of 18 months through June 15, 1998. Following the June 15, 1998
maturity date, the Mortgage Note Lender granted three six-month forbearance
arrangements (most recently through December 15, 1999) wherein it agreed not to
exercise remedies for non-repayment of the outstanding principal balance. The
Term Loan Lender has granted three six-month extensions of its maturity date so
as to coincide with such forbearance periods. These forbearance and extension
arrangements are conditioned upon, among other things, the Trust continuing to
make timely debt service payments in monthly amounts equal to those amounts
stipulated in the December 1996 debt extension agreements.
18
<PAGE> 19
EQK REALTY INVESTORS I
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
In consideration for the extension of the forbearance agreement relating to the
Mortgage Note through December 15, 1999, the Trust paid an extension fee of
$25,000. In consideration for the extension of the maturity date of the Term
Loan through December 15, 1999, the Trust paid an extension fee of $15,700.
As discussed above, the expiration date of the Trust's forbearance and extension
arrangements is December 15, 1999. It is unlikely that the Trust will be able to
refinance this debt or generate sufficient proceeds from the disposition of the
Mall to repay the debt prior to December 15, 1999. There is no assurance that
further forbearance and extension agreements can be entered into on reasonably
acceptable terms or at all and, accordingly, the lenders may be entitled to
foreclose on the Mall and other assets of the Trust on December 15, 1999. In
the event the lenders foreclose on the Mall, it is anticipated that the Trust
would not be able to make a liquidating distribution on account of the Mall to
its shareholders.
The Trust is considering its options to most effectively dispose of the Mall in
light of current market conditions and the impending maturity of the Trust's
debt. There is no assurance that any such disposition will result in proceeds to
be distributed to the Trust's shareholders or that the Merger will be completed.
These circumstances raise substantial doubt about the Trust's ability to
continue as a going concern. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
Liquidity
General
Cash flows used in operating activities for the nine month period ended
September 30, 1999 were $106,000 and cash flows provided by operating activities
for the nine month period ended September 30, 1998 were $298,000, representing a
decrease of $404,000 from the prior year period. This decrease is partially due
to the Trust receiving reimbursements from ART of $367,000 in accordance with
the Revised Merger Agreement during the first nine months of 1998. In addition,
income from operations has increased over the prior year (as discussed in
"Results of Operations"). However, this increase was offset by the timing of
payment of certain recurring operating expenses, none of which are considered
individually material.
Cash flows used in investing activities during the nine months ended September
30, 1999 ($480,000) and September 30, 1998 ($516,000) were for routine capital
expenditures at the Mall. The Trust anticipates capital expenditures of
approximately $110,000 for the remainder of 1999, which is primarily comprised
of forecasted tenant allowances of $85,000. Further, the Trust has committed to
fund certain additional leasing costs amounting to $1,043,000, which are
scheduled to be paid during the first half of 2000.
19
<PAGE> 20
EQK REALTY INVESTORS I
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
For the nine months ended September 30, 1999 cash flows used in financing
activities were $51,000 which represents payments made for extension fees to the
Mortgage Note Lender ($25,000) and the Term Loan Lender ($15,700), as well as
principal payments on the Trust's Term Loan ($10,000). Cash flows used in
financing activities for the nine months ended September 30, 1998 represents
payments made to the Mortgage Note Lender ($273,000) and the Term Loan Lender
($88,000) for a back-end fee and loan fee, respectively, in consideration for
the December 15, 1996 extension of the maturity date of the Mortgage Note and
Term Loan through June 15, 1998. The $361,000 decrease in cash paid for interest
between September 30, 1999 and September 30, 1998 is mainly due to the payment
of these fees. The cash flows used in financing activities for the period ended
September 30, 1998 also includes principal payments on the Term Loan ($4,000).
The Mortgage Note requires monthly payments of interest only.
The Trust's liquidity requirements for the remainder of 1999 also will include
interest payments of approximately $1,007,000 through December 15, 1999,
pursuant to the existing loan and forbearance agreements.
The Trust's cash management agreement stipulates that all rental payments from
tenants are to be made directly to a third party escrow agent who also funds
monthly operating expenses in accordance with a budget approved by the Mortgage
Note Lender. The Trust believes that its cash flow for 1999 will be sufficient
to fund its various operating requirements, including budgeted capital
expenditures and monthly principal and interest payments, although its
discretion with respect to cash flow management will be limited by the terms of
the cash management agreement. Management believes that the Trust's current cash
reserves, coupled with additional cash flow projected to be generated from
operations, will permit the Trust to meet its operating, capital and monthly
debt service requirements.
The Trust intends to dispose of the Mall and, therefore, has classified its real
estate as held for sale at April 1, 1998. Accordingly, the investment in real
estate, including deferred leasing costs, is recorded at the lower of cost or
estimated fair market value, less estimated costs to sell.
Depreciation is not recorded for real estate assets held for sale. Therefore,
the Trust discontinued recording depreciation and amortization of real estate
assets on April 1, 1998. The depreciation expense recorded in the second quarter
of 1999 represents the write off of a non-recoverable tenant allowance.
20
<PAGE> 21
EQK REALTY INVESTORS I
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Year 2000 Readiness Disclosure
The inability of computers, software and other equipment to recognize and
properly process data fields containing a two-digit year is commonly referred to
as the Year 2000 compliance issue ("Y2K"). As the year 2000 approaches, such
systems may be unable to accurately process certain date-based information.
Y2K exposures of the Trust and the Mall have been assessed. Potential critical
exposures include reliance on third party vendors and building systems that are
not Y2K compliant. The Trust continues to communicate with its third party
service vendors to assess Y2K compliance status and the adequacy of Y2K efforts.
The Mall has been assessed in an effort to identify critical Y2K issues.
Remediation efforts have been completed.
The Trust and the Mall have incurred costs to date relating to Y2K of
approximately $23,800, which is comprised of total assessment costs of
approximately $15,200 and total cost for quality assurance for third party
engineers and consultants of approximately $3,400. Remediation costs of $5,200
have been incurred to remediate and test non-compliant building systems. There
could be unexpected costs associated with Y2K issues and these costs cannot be
predicted at this time. These unexpected costs could be incurred prior to or
after the year 2000.
The failure to adequately address the Year 2000 issue may result in the closure
of the Mall. In order to reduce the potential impact on the operations of the
Trust and the Mall, Trust contingency plans have been completed.
A building contingency plan has been developed. A contingency plan may involve
the engagement of additional security services, implementation of temporary
systems modifications, and the identification and engagement of alternative
service vendors. Additional contingency plans may be developed as circumstances
warrant.
21
<PAGE> 22
EQK REALTY INVESTORS I
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Results of Operations
For the nine months ended September 30, 1999, the Trust reported net income of
$568,000 ($.06 per share) compared to a net loss of $198,000 ($.02 per share)
for the nine months ended September 30, 1998. For the three months ended
September 30, 1999, the Trust reported net income of $179,000 ($.02 per share)
while the three months ended September 30, 1998 reported net income of $282,000
($.03 per share).
The Trust's revenue from rental operations for the three and nine months ended
September 30, 1999 was $1,454,000 and $4,585,000, respectively, representing a
decrease of $165,000 for the quarter and an increase of $76,000 for the nine
month period as compared to the prior year periods presented. The third quarter
decrease is primarily attributable to the receipt of a non-recurring lease
cancellation fee of approximately $200,000 in the third quarter of 1998. The
favorable nine month variance is primarily a result of a non-recurring rent
adjustment recorded in the prior year for two of the Mall's in-line tenants.
The Trust's operating expenses for the three and nine months ended September 30,
1999 were $132,000 and $601,000, respectively, representing decreases of $58,000
and $28,000 for the third quarter and nine month period, respectively, as
compared to the prior year periods presented. The three month and the nine month
period variances are comprised of several operating expense variances, none of
which are considered significant.
The decrease in the depreciation and amortization expense between periods is
primarily due to the cessation of depreciation and amortization expense relating
to the real estate investment and deferred leasing costs. The Trust's
depreciation expense for the current year represents the write off a
non-recoverable tenant allowance, which occurred in the second quarter of 1999.
Interest expense increased $21,000 for the current quarter and decreased
$131,000 for the nine months ended September 30, 1999 as compared to the prior
year periods presented. The current quarter increase is a result of the
amortization of the fees associated with the extension of the forbearance
agreements for the Mortgage Note and the Term Loan, which were executed on June
15, 1999. The nine month variance is a result of the current quarter variance,
which partially offsets the amortization of extension fees associated with the
1996 debt extension in the prior year. The majority of the 1996 debt extension
fees were fully amortized in the first half of 1998.
The Trust's other expenses for the three and nine months ended September 30,
1999 were $116,000 and $324,000, respectively, representing a decrease of
$25,000 and $2,000 as compared to the prior year periods presented. These
decreases are comprised of several other expense variances, none of which are
considered significant.
22
<PAGE> 23
EQK REALTY INVESTORS I
QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK
A 10% change in the fixed and variable interest rate would not have a material
effect on the Trust's financial statements due to the related terms of its debt
instruments.
23
<PAGE> 24
EQK REALTY INVESTORS I
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
On February 3, 1998, the Trust, its trustees, and its
Advisor were named as defendants in a purported class
action complaint filed by a shareholder in
Massachusetts State court. The complaint seeks to
enjoin the Merger and also seeks other relief
including unspecified damages. The complaint was
recently dismissed without prejudice. Although there
is no assurance that an amended complaint will not be
filed, Management of the Trust believes that the
disposition of this matter will not have a material
adverse effect on the financial position of the
Trust.
Item 2. Changes in Securities
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
An Annual Meeting of Shareholders (the "Meeting")
convened on August 3, 1999 to consider and vote upon
certain matters related to the potential merger with
American Realty Trust ("ART"), including (1) the
Revised Merger Agreement, (2) an amendment and
restatement of EQK's Amended and Restated Declaration
of Trust, and (3) the termination of EQK's advisory
agreement with Lend Lease Portfolio Management, Inc.
and the execution by EQK of a new advisory agreement
with Basic Capital Management Inc., an affiliate of
ART, as advisor. At the Annual Meeting of Shareholders
the election of the Board of Trustees of EQK was also
considered. The Meeting was adjourned to September 1,
1999. The following were the results of the meeting:
1. The Shareholders approved the Revised Merger
Agreement.
The vote was as follows:
<TABLE>
<S> <C>
Votes cast for 7,965,191
Votes withheld 206,787
Not voting 1,317,604
</TABLE>
2. The Shareholders approved the amendment and
restatement of EQK's Amended and Restated Declaration
of Trust, which will become effective when the Merger
has been completed.
The vote was as follows:
<TABLE>
<S> <C>
Votes cast for 7,984,593
Votes withheld 207,600
Not voting 1,290,451
</TABLE>
24
<PAGE> 25
3. The Shareholders approved the termination of EQK's
advisory agreement with Lend Lease Portfolio
Management, Inc. and the execution by EQK of a new
advisory agreement with Basic Capital Management Inc.,
an affiliate of ART, as advisor, which will become
effective when the Merger has been completed.
The vote was as follows:
<TABLE>
<S> <C>
Votes cast for 7,993,501
Votes withheld 142,820
Not voting 1,290,451
</TABLE>
The Shareholders elected Sylvan M. Cohen, Alton G.
Marshall, George R. Peacock, Phillip E. Stephens,
Robert C. Robb, Jr., and Samuel F. Hatcher as
Trustees of the Trust.
The vote was as follows:
<TABLE>
<S> <C>
Slyvan M. Cohen
Votes cast for 8,037,575
Votes withheld 2,100
Not voting 1,288,351
Alton G. Marshall
Votes cast for 8,037,575
Votes withheld 2,100
Not voting 1,288,351
George R. Peacock
Votes cast for 8,037,410
Votes withheld 2,265
Not voting 1,288,186
Phillip E. Stephens
Votes cast for 8,039,410
Votes withheld 265
Not voting 1,290,186
Robert C. Robb, Jr.
Votes cast for 8,039,675
Votes withheld 0
Not voting 1,290,451
Samuel F. Hatcher
Votes cast for 8,039,675
Votes withheld 0
Not voting 1,290,451
</TABLE>
25
<PAGE> 26
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
2. None
4. None
10. Material Contracts
11. See Note 2 to Financial Statements
15. Not Applicable
18. Not Applicable
19. None
22. None
23. Not Applicable
24. None
27. Included in EDGAR transmission only.
(b) Reports on Form 8-K
None
26
<PAGE> 27
SIGNATURES
Pursuant to the Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned thereunto duly
authorized.
Date: November 15, 1999 EQK REALTY INVESTORS I
By: /s/ Samuel F. Hatcher
--------------------------------
Samuel F. Hatcher
President (Principal Executive
Officer) and Trustee
By: /s/ Don Henry
--------------------------------
Don Henry
Vice President (Principal
Financial Officer)
and Controller
27
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF EQK REALTY INVESTORS I FOR THE PERIOD ENDED SEPTEMBER
30, 1999, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> SEP-30-1999
<CASH> 3,224
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 45,219
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 135,875
<OTHER-SE> (140,139)
<TOTAL-LIABILITY-AND-EQUITY> 45,219
<SALES> 0
<TOTAL-REVENUES> 4,585
<CGS> 0
<TOTAL-COSTS> 601
<OTHER-EXPENSES> 343
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,073
<INCOME-PRETAX> 568
<INCOME-TAX> 0
<INCOME-CONTINUING> 568
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 568
<EPS-BASIC> 0.06
<EPS-DILUTED> 0.06
</TABLE>
