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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report(Date of earliest event reported): December 14, 1999
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EQK REALTY INVESTORS I
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(Exact Name of Registrant as Specified in Charter)
Massachusetts 1-8815 23-2320360
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
5775 Peachtree Dunwoody Road, Suite 175D, Atlanta, GA 30342
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code:(770) 225-3460
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3424 Peachtree Road, N.E., Suite 800, Atlanta, GA 30326
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Former Address
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ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
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On December 14, 1999, EQK Realty Investors I (the "Company") filed a
voluntary petition for reorganization (the "Petition") with the United States
Bankruptcy Court for the Middle District of Pennsylvania (the "Bankruptcy
Court") under Chapter 11 of Title 11 of the United States Code. The Company is
continuing to operate as a debtor-in-possession and no receiver, fiscal agent or
officer similar officer has been appointed and no such appointment is currently
contemplated.
The filing of the Petition is intended to enable the Company to conduct
business under protection of the Bankruptcy Court while it develops a plan to
continue to operate or dispose of its last remaining real estate asset, the
Harrisburg East Mall in Harrisburg, Pennsylvania. The Company also intends to
seek to complete a merger transaction with American Realty Trust, although it is
contemplated that the terms of the current merger agreement may be modified and
there is no assurance that such a transaction can be completed.
The filing of the Petition was the result of the expiration on December
15, 1999 of forbearance and extension agreements with the Company's mortgage
lenders and of the Company's inability to obtain further extensions on
satisfactory terms. In order to preserve its claims as a creditor, Lend Lease
Portfolio Management, Inc. terminated its services as advisor to the Company and
its personnel resigned as trustee and officers of the Company. A copy of the
Termination of Advisory Agreement effecting the termination of services is filed
as Exhibit 99.1 to this Report. Gregory Greenfield & Associates, Ltd. ("GG&A")
was engaged by the Company as successor advisor, subject to Bankruptcy Court
approval, and its personnel were elected as officers of the Company, including
Gregory R. Greenfield as President and Chief Executive Officer and William G.
Brown, Jr. as Vice President and Chief Financial Officer. The Bankruptcy Court
has authorized the Company to employ GG&A as advisor through January 18, 2000.
The Company is seeking to retain a new advisor after such date.
A press release issued by the Company on December 15, 1999 is filed as
Exhibit 99.2.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS.
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(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
99.1 Termination of Advisory Agreement dated
December 13, 1999 between EQK Realty
Investors I and Lend Lease Portfolio
Management, Inc.
99.2 Press Release issued dated December 15, 1999.
Signatures
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Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
EQK REALTY INVESTORS I
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(Registrant)
Date: December 29, 1999 By: /s/ William G. Brown, Jr.
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Name: William G. Brown, Jr.
Title: Vice-President
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EXHIBIT INDEX
99.1 Termination of Advisory Agreement dated
December 13, 1999 between EQK Realty
Investors I and Lend Lease Portfolio
Management, Inc.
99.2 Press Release issued dated December 15, 1999.
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TERMINATION OF ADVISORY AGREEMENT
TERMINATION OF ADVISORY AGREEMENT dated as of December 13,
1999 between EQK REALTY INVESTORS I (the "Trust") and LEND LEASE PORTFOLIO
MANAGEMENT, INC. (the "Adviser").
The Trust and the Adviser are currently parties to an advisory
agreement (the "Advisory Agreement"). In light of the imminent filing by the
Trust of a bankruptcy petition, the Adviser desires to terminate the Advisory
Agreement. Accordingly, the Trust and Adviser hereby agree as follows:
1. The Advisory Agreement is terminated as of the date
hereof.
2. Neither the Trust nor the Adviser waives any claims
arising under the Advisory Agreement.
3. The Adviser agrees to provide reasonable assistance
to the Trust and the entity that will act as
successor adviser upon the reasonable request of the
Trust or such successor without additional
consideration (other than reimbursement of any
reasonably documented out-of-pocket expenses).
IN WITNESS WHEREOF, the undersigned have executed and
delivered this Termination of Advisory Agreement as of the date set forth above.
EQK REALTY INVESTORS I
By:/s/ Gregory R. Greenfield
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Name: Gregory R. Greenfield
Title: President
LEND LEASE PORTFOLIO MANAGEMENT, INC.
By:/s/ Don Henry
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Name: Don Henry
Title: Vice President
EXHIBIT 99.1
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Exhibit 99.2
COMPANY PRESS RELEASE
EQK REALTY INVESTORS I FILES FOR REORGANIZATION
ATLANTA--(BUSINESS WIRE)--Dec. 15, 1999--EQK Realty Investors I (OTC BB: EQKR -
news) today announced that the Company has filed a voluntary petition for
reorganization with the United States Bankruptcy Court for the Middle District
of Pennsylvania under Chapter 11 of title 11 of the United States Code. The
petition is intended to enable the Company to conduct business under protection
of the Bankruptcy Court while it develops a plan to continue to operate or
dispose of its last remaining real estate asset, the Harrisburg East Mall in
Harrisburg, Pennsylvania. The Company also intends to seek to complete a merger
transaction with American Realty Trust, although it is contemplated that the
terms of the current merger agreement may be modified and there is no assurance
that such a transaction can be completed.
The filing was the result of the expiration on December 15, 1999 of forbearance
and extension agreements with the Company's mortgage lenders and of the
Company's inability to obtain further extensions on satisfactory terms. In order
to preserve its claims as a creditor, Lend Lease Portfolio Management, Inc.
resigned as advisor to the Company and its personnel resigned as trustee and
officers of the Company. Gregory Greenfield & Associates, Ltd. was engaged as
successor advisor, subject to bankruptcy court approval, and its personnel were
elected as officers of the Company, including Gregory R. Greenfield as President
and Chief Executive Officer and William G. Brown, Jr. as Vice President and
Chief Financial Officer.
All statements, other than statements of historical facts, included in this news
release are forward-looking statements. These forward-looking statements are
based on the Company's current expectations. Although the Company believes that
the expectations reflected in such forward-looking statements are reasonable,
there can be no assurance that such expectations will prove to be correct.
Because forward-looking statements involve risks and uncertainties, the
Company's actual results could differ materially. For a discussion regarding
these and other factors which could affect the Company's financial performance,
refer to the Company's Securities and Exchange Commission filings, in particular
the information under the headings "Business" and "Management's Discussion and
Analysis of Financial Condition and Results of Operations. The Company disclaims
any intent or obligation to update its forward-looking statements.
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CONTACT:
William G. Brown, Jr.
Chief Financial Officer
770/225-3470
