-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, E6aZZ5J6E8RxuQtlkic/bF/uxmFnqJosaq879agEJrBQN5lJc2M/cHQ0rK/h4Sh+ k772MEp7us57JX6V1DaTYg== 0000892918-99-000012.txt : 19990122 0000892918-99-000012.hdr.sgml : 19990122 ACCESSION NUMBER: 0000892918-99-000012 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990121 FILED AS OF DATE: 19990121 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EQK REALTY INVESTORS I CENTRAL INDEX KEY: 0000755926 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 232320360 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: SEC FILE NUMBER: 001-08815 FILM NUMBER: 99509147 BUSINESS ADDRESS: STREET 1: 5775 PEACHTREE DUNWOODY RD STE 200D CITY: ATLANTA STATE: GA ZIP: 30342 BUSINESS PHONE: 4043036100 MAIL ADDRESS: STREET 1: 1401 WALNUT STREET STREET 2: C/O KLEHR HARRISON HARVEY BRANZBURG & EL CITY: PHILADELPHIA STATE: PA ZIP: 19102 DEF 14A 1 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 --- Filed by a Party other than the Registrant --- Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the --- Commission Only (as permitted by Rule 14a-6(e)(2)) X Definitive Proxy Statement - --- Definitive Additional Materials - --- Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 - --- EQK REALTY INVESTORS I ---------------------- (Name of Registrant as Specified in Its Charter) ---------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): X No fee required. - --- Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. (1) Title of each class of securities to which transaction applies: ---------------------------------------------------------------- (2) Aggregate number of securities to which transaction applies: ---------------------------------------------------------------- (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): ---------------------------------------------------------- (4) Proposed maximum aggregate value of transaction: ---------------------------------------------------------------- (5) Total fee paid: ---------------------------------------------------------------- Fee paid previously with preliminary materials. - --- Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: ---------------------------------------------------------------- (2) Form, Schedule or Registration Statement No.: ---------------------------------------------------------------- (3) Filing Party: ---------------------------------------------------------------- (4) Date Filed: ---------------------------------------------------------------- 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 3424 Peachtree Road, N.E., Suite 800, Atlanta GA 30326, 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 3424 Peachtree Road, N.E., Suite 800, Atlanta GA 30326, 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 21, 1999 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. -1- 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 ------------------- 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 3424 Peachtree Road, N.E., Suite 800, Atlanta GA 30326. 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 21, 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 -2- 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. ----------------------------------------------------------------- The following table shows the beneficial shareholdings as of December 31, 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. -3-
Percentage of Number Outstand- Name Address of Shares ing Shares - -------------------------------------------------------------------------------- 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% Fund, 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 Nemours Wilmington Trust Co. 906,600 9.4% Co., Inc. Trust Fund 1100 North Market Street Wilmington, DE 19890 Maurice A. Halperin 2500 North Military Trail, Suite 225 847,100 8.8% Boca Raton, FL 33431 William G. Brown, Jr.(4)3424 Peachtree Road, N.E., Suite 800 - (2) 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 (4) 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 416 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, Suite 500 2,055 (2) Atlanta, GA 30305 Robert F. Welanetz (3) 3424 Peachtree Road, N.E., Suite 800 - (2) Atlanta, GA 30326 Samuel F. Hatcher (3) 3424 Peachtree Road, N.E., Suite 800 - (2) Atlanta, GA 30326 All Trustees and Execu- tive officers as a Group (9 persons) 5,783 (2) - ------------------- (1) These Shares are owned by Mr. Peacock's wife and son and Mr. Peacock dis- claims beneficial ownership of these Shares. (2) The number of Shares represents less than 1% of the outstanding Shares. (3) On January 15, 1999, Mr. Welanetz resigned from the Board of Trustees and as President of the Trust. On the same date, Mr. Hatcher was elected to succeed Mr. Welanetz as a Trustee and as President. (4) On January 15, 1999, Mr. Brown resigned as Vice President and Controller of the Trust. On the same date, Mr. Henry was elected to succeed Mr. Brown in this capacity.
-4- PROPOSAL TO EXTEND DURATION OF COMPANY'S EXISTENCE -------------------------------------------------- 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 expected 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 as soon as practicable, it is unlikely that the sale can be accomplished by March 5, 1999 and there is no assurance 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. -5- 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 ------------------------------------------------- If a shareholder intends to present a proposal at the 1999 Annual Meeting, the proposal must be submitted in writing and received by the Secretary of the Company at its executive offices no later than February 12, 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 January 21, 1999 -6- 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 Samuel F. Hatcher 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 3424 Peachtree Road, N.E., Suite 800, Atlanta, GA 30326 and at any adjournment thereof. - --------------------------------------------------------------------------- ALL PROXIES WILL BE VOTED IN ACCORDANCE WITH THE INSTRUCTIONS NOTED HEREON. 1. With respect to the approval of the proposal ratification of the proposal Company's existence for a Period of two years, until and including March 5, 2001. FOR AGAINST ABSTAIN --- --- --- 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 21, 1999 and hereby revokes any proxy or proxies heretofore given to vote shares at said meeting or any adjournments thereof. ------------------------------------------- Sign here exactly as name(s) appear on left Dated: ------------------------------------- PLEASE DATE, SIGN AND RETURN THIS PROXY IN THE ENCLOSED, ADDRESSED ENVELOPE. -----END PRIVACY-ENHANCED MESSAGE-----