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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 MARCH 31, 1998
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
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EQK REALTY INVESTORS I
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(Exact name of Registrant as specified in its Charter)
Massachusetts 23-2320360
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(State or other jurisdiction (I.R.S.Employer Identification No.)
of incorporation or organization)
5775 Peachtree Dunwoody Road, Suite 200D, Atlanta, GA 30342
----------------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
(404) 303-6100
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(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 May 15, 1998.
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EQK REALTY INVESTORS I
QUARTERLY REPORT ON FORM 10-Q
FOR QUARTER ENDED MARCH 31, 1998
INDEX
Page
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PART I - FINANCIAL INFORMATION
Item 1. Balance Sheets as of March 31, 1998
and December 31, 1997 3
Statements of Operations for the three
months ended March 31, 1998 and
March 31, 1997 4
Statements of Cash Flows for the three
months ended March 31, 1998 and
March 31, 1997 5
Notes to the Financial Statements 6
Item 2. Management's Discussion and Analysis
of Financial Condition and Results
of Operations 10
PART II - OTHER INFORMATION
Items 1 through 6. 13
SIGNATURES 14
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EQK REALTY INVESTORS I
BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
March 31, December 31,
1998 1997
--------- ------------
ASSETS
Investment in Harrisburg East Mall, at cost $ 52,944 $ 52,774
Less accumulated depreciation 17,709 17,233
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35,235 35,541
Cash and cash equivalents:
Cash Management Agreement 2,119 2,486
Other 1,593 837
Deferred leasing costs (net of accumulated amortization of $2,008
and $1,937 respectively) 3,684 3,755
Accounts receivable and other assets (net of allowance of $420
and $214 respectively) 2,070 2,448
--------- ---------
TOTAL ASSETS $ 44,701 $ 45,067
========= =========
LIABILITIES AND DEFICIT IN SHAREHOLDERS' EQUITY
Liabilities:
Mortgage note payable $ 43,794 $ 43,794
Term loan payable to bank 1,584 1,585
Accounts payable and other liabilities (including amounts due
affiliates of $3,126 and $3,117, respectively) 4,640 4,670
--------- ---------
50,018 50,049
Commitments and Contingencies (Note 1 and 5)
Deficit in Shareholders' Equity:
Shares of beneficial interest, without par value: 10,055,555 shares
authorized, 9,264,344 shares issued and outstanding 135,875 135,875
Accumulated deficit (141,192) (140,857)
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(5,317) (4,982)
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TOTAL LIABILITIES AND DEFICIT IN SHAREHOLDERS' EQUITY $ 44,701 $ 45,067
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SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
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EQK REALTY INVESTORS I
STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
- --------------------------------------------------------------------------
Three months ended March 31,
1998 1997
- --------------------------------------------------------------------------
Revenues from rental operations $1,553 $1,413
Operating expenses, net of tenant
reimbursements (including property
management fees earned by an affiliate of
$74 and $75, respectively) 158 158
Depreciation and amortization 635 627
- --------------------------------------------------------------------------
Income from rental operations 760 628
Interest expense 1,012 1,010
Other expenses, net of interest income
(including portfolio management fees
earned by an affiliate of $63 for both
periods presented) 83 96
- --------------------------------------------------------------------------
Net loss $ (335) $ (478)
==========================================================================
Net loss per share $(0.04) $(0.05)
==========================================================================
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
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EQK REALTY INVESTORS I
STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
- -----------------------------------------------------------------------------------
Three months ended March 31,
1998 1997
- -----------------------------------------------------------------------------------
Cash flows from operating activities:
Net loss $ (335) $ (478)
Adjustments to reconcile net loss to net
cash provided by (used in) operating activities:
Depreciation and amortization 635 627
Changes in assets and liabilities:
Decrease in accounts payable
and other liabilities (30) (229)
(Increase) decrease in accounts receivable
and other assets 290 (65)
- -----------------------------------------------------------------------------------
Net cash provided by (used in) operating activities 560 (145)
- -----------------------------------------------------------------------------------
Cash flows from investing activities:
Additions to real estate investments (170) --
- -----------------------------------------------------------------------------------
Net cash used in investing activities (170) --
- -----------------------------------------------------------------------------------
Cash flows from financing activities:
Scheduled repayments of debt (1) --
- -----------------------------------------------------------------------------------
Net cash used in financing activities (1) --
- -----------------------------------------------------------------------------------
Increase (decrease) in cash and cash equivalents 389 (145)
Cash and cash equivalents
beginning of period 3,323 3,661
- -----------------------------------------------------------------------------------
Cash and cash equivalents
end of period $3,712 $3,516
===================================================================================
Supplemental disclosure of cash flow information:
Interest paid $1,012 $1,004
===================================================================================
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
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EQK REALTY INVESTORS I
NOTES TO FINANCIAL STATEMENTS
NOTE 1: DESCRIPTION OF BUSINESS
EQK Realty Investors I, a Massachusetts business trust (the "Trust"),
was formed pursuant to an Amended and Restated Declaration of Trust
dated February 24, 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.
At March 31, 1998, the Trust's remaining real estate investment is
Harrisburg East Mall, a regional shopping center located in Harrisburg,
Pennsylvania. During 1995, the Trust sold its remaining interest in
Castleton Park ("Castleton") an office park located in Indianapolis,
Indiana. During 1993, the Trust sold its two remaining office buildings
within its office complex located in Atlanta, Georgia, formerly known
as Peachtree-Dunwoody Pavilion ("Peachtree"). Prior to 1993, the Trust
sold two office buildings at Castleton (1991) and five office buildings
at Peachtree (1992).
The Declaration of Trust currently provides that the actual disposition
of the remaining property, Harrisburg East Mall, may occur at any time
prior to March 1999. The Declaration of Trust further provides that
this date may be extended by up to two years upon the recommendation of
the Trustees and the affirmative vote of a majority of its
shareholders. Based on the finite life provisions of the Declaration of
Trust, Management has been pursuing the disposition of its remaining
real estate investment or an alternative strategic transaction.
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, a 20-year extension of the
life of the Trust. The Merger is contingent upon, among other things,
ART's registration statement relating to ART Preferred Shares to be
issued pursuant to the Merger Agreement being declared effective by the
Securities Exchange Commission, and the affirmative vote of the holders
of 75% of the outstanding shares of the Trust.
Either the Trust or ART have the right to terminate the Merger
Agreement if the Merger has not been completed by June 30, 1998, and in
certain other circumstances. The Trust does not believe that it is
practicable to accomplish the Merger by June 30, 1998. The Trust and
ART are currently in discussion regarding the Merger Agreement.
If the Merger is not completed as currently structured, Management
intends to pursue an immediate disposition of Harrisburg East Mall.
ART has consented to the commencement of efforts to dispose of the
Mall.
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 Trust believes the action to
be without merit and intends to vigorously defend the action.
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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, 1997.
In the opinion of the Trust, all adjustments, which include only normal
recurring adjustments necessary to present fairly its financial
position as of March 31, 1998, its results of operations for the three
months ended March 31, 1998 and 1997 and its cash flows for the three
months ended March 31, 1998 and 1997, have been included in the
accompanying unaudited financial statements.
On March 19, 1998, The Prudential Insurance Company of America
("Prudential") exercised its warrants for 367,868 shares of the Trust's
shares of beneficial interest. Such shares were issued to Prudential
subsequent to March 31, 1998. Following the issuance of such shares to
Prudential, the number of issued and outstanding shares of the Trust
increased to 9,632,212 shares. Net loss per share for the three months
ended March 31, 1998 and 1997 have been computed on the basis of the
9,264,344 shares outstanding during the periods. The warrants have not
been included in the calculation of net loss per share for the periods
presented since the effect of such calculation would be antidilutive.
NOTE 3: CASH MANAGEMENT AGREEMENT
In connection with the Trust's mortgage agreement (as amended and
extended), the Trust entered into a Cash Management Agreement with the
mortgage lender and assigned all lease and rent receipts to the 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 lender. As of March 31,1998, a balance of
$432,000 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 lender. As of March 31, 1998 the balance
of the capital reserve account was $1,687,000.
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EQK REALTY INVESTORS I
NOTES TO FINANCIAL STATEMENTS
NOTE 4: ADVISORY AND MANAGEMENT AGREEMENTS
The Trust has entered into an agreement with ERE Yarmouth Portfolio
Management, Inc. (formerly known as Equitable Realty Portfolio
Management, Inc.), to act as its "Advisor". The Advisor is a wholly
owned subsidiary of ERE Yarmouth, Inc., formerly known as Equitable
Real Estate Investment Management, 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. Commencing with the December
1995 debt extension 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
will continue to be computed as described, payments to the Advisor will
be limited to $37,500 per quarter. Deferred fees, which amounted to
$242,600 as of March 31, 1998, will be eligible for payment upon the
repayment of the Mortgage Note. Portfolio management fees amounted to
$63,000 during each of the three months ended March 31, 1997 and 1998.
As part of the 1989 amendment to the advisory agreement, the Advisor
forgave one-half, or $2,720,000, of the total amount of fees previously
deferred pursuant to subordination provisions of the original advisory
agreement. The remaining deferred fees are to be paid upon the
disposition of Harrisburg East Mall.
The Trust has also entered into an agreement with ERE Yarmouth Retail,
Inc. (the "Property Manager", formerly Compass Retail, Inc.), for the
on-site management of Harrisburg East Mall. Management fees paid to the
Property Manager are generally based upon a percentage of rents and
certain other charges. Such fees and commissions are comparable to
those charged by unaffiliated third-party management companies
providing comparable services. For the three months ended March 31,
1998 and 1997, management fee expense attributable to services rendered
by ERE Yarmouth Retail, Inc. was $74,000 and $75,000, respectively.
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EQK REALTY INVESTORS I
NOTES TO FINANCIAL STATEMENTS
NOTE 5: DEBT MATURITIES
The Trust's debt instruments (aggregate principal outstanding of
$45,378,000) have scheduled maturity dates of June 15, 1998.
While the Trust's lenders have refused to grant an extension of such
maturity dates, the lenders have agreed to a forbearance arrangement
wherein they will not exercise remedies for non-repayment of the
outstanding principal due through December 15, 1998. 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.
NOTE 6: SUBSEQUENT EVENTS
On April 23, 1998, the New York Stock Exchange ("NYSE") announced that
trading in the common shares of EQK Realty Investors I would be
suspended prior to the opening of the NYSE on May 4, 1998, as the Trust
had fallen below the NYSE's continued listing criteria. Following
suspension, application was made by the NYSE to the Securities and
Exchange Commission to delist the issue. The Trust has advised the
Exchange that it may seek to transfer the trading of its common shares
to another securities marketplace.
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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 3-9.
FINANCIAL CONDITION
CAPITAL RESOURCES
Trust Background
As of March 31, 1998, the Trust's remaining real estate investment is Harrisburg
East Mall ("Harrisburg"), 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
("Castleton"), 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.
The Declaration of Trust currently provides that the actual disposition of the
remaining property, Harrisburg East Mall, may occur at any time prior to March
1999. The Declaration of Trust further provides that this date may be extended
by up to two years upon the recommendation of the Trustees and the affirmative
vote of a majority of its shareholders. Based on the finite-life provisions of
the Declaration of Trust, Management has been pursuing the disposition of its
remaining real estate investment or an alternative strategic transaction.
As discussed in Note 1 to the financial statements, 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, a 20-year extension of the
life of the Trust. The Merger is contingent upon, among other things, ART's
registration statement relating to ART Preferred Shares to be issued pursuant to
the Merger Agreement being declared effective by the Securities Exchange
Commission, and the affirmative vote of the holders of 75% of the outstanding
shares of the Trust.
Either the Trust or ART have the right to terminate the Merger Agreement if the
Merger has not been completed by June 30, 1998, and in certain other
circumstances. The Trust does not believe that it is practicable to accomplish
the Merger by June 30, 1998. The Trust and ART are currently in discussion
regarding the Merger Agreement.
If the Merger is not completed as currently structured, Management intends to
pursue an immediate disposition of Harrisburg East Mall. ART has consented to
the commencement of efforts to dispose of the Mall.
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 Trust believes the action to be without merit and
intends to vigorously defend the action.
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EQK REALTY INVESTORS I
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
On April 23, 1998, the New York Stock Exchange ("NYSE") announced that trading
in the common shares of EQK Realty Investors I would be suspended prior to the
opening of the NYSE on May 4, 1998, as it had fallen below the NYSE's continued
listing criteria. Following suspension, application was made by the NYSE to the
Securities and Exchange Commission to delist the issue. The Trust has advised
the Exchange that it may seek to transfer the trading of its common shares to
another securities marketplace.
Mortgage Debt Extensions
The Trust's debt instruments (aggregate principal outstanding of $45,378,000)
have scheduled maturity dates of June 15, 1998. While the Trust's lenders have
refused to grant an extension of such maturity dates, the lenders have agreed to
a forbearance arrangement wherein they will not exercise remedies for
non-repayment of the outstanding principal due through December 15, 1998. 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.
On March 19, 1998, The Prudential Insurance Company of America ("Prudential")
exercised its warrants for 367,868 shares of the Trust's shares of beneficial
interest. Such shares were issued to Prudential subsequent to March 31, 1998.
Following the issuance of such shares to Prudential, the number of issued and
outstanding shares of the Trust increased to 9,632,212 shares.
LIQUIDITY
The Trust's cash flows from operating activities increased $705,000 during the
three months ended March 31, 1998 as compared to the three months ended March
31, 1997. The increase in operating cash flows is attributable to the timing of
real estate tax payments at Harrisburg and an increase in rental revenue as
described below.
Cash flows used in investing activities during the three months ended March 31,
1998, $170,000, were for tenant allowances at Harrisburg East Mall. The Trust
anticipates capital expenditures of approximately $2,030,000 for the remainder
of 1998, which include budgeted tenant allowances of $1,530,000. Certain of
these expenditures are discretionary in nature and may be deferred into future
periods.
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EQK REALTY INVESTORS I
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
During the quarterly period ended March 31, 1998, cash flows used in financing
activities were limited to principal payments on the Trust's Term Loan. The
Mortgage Note requires monthly payments of interest only
The Trust's liquidity requirements for the remainder of 1998 also will include
principal and interest payments of approximately $3,015,000 pursuant to the
existing loan and forbearance agreements. The forbearance agreements specify
that the remaining loan balances of $45,378,000 be paid in full by December 15,
1998.
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 lender.
The Trust believes that its cash flow for 1998 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 records its investments in real estate in accordance with the
historical cost accounting convention. Accordingly, the Trust has not written up
the cost basis of its investment in Harrisburg to its substantially higher net
realizable value. Therefore, Management does not believe that its deficit in
shareholders' equity of $5,317,000 at March 31, 1998 is indicative of its
current liquidity or the net distribution that its shareholders would receive
upon liquidation.
RESULTS OF OPERATIONS
For the three months ended March 31, 1998, the Trust reported a net loss of
$335,000 ($.04 per share) compared to a net loss of $478,000 ($.05 per share)
for the three months ended March 31, 1997. The decrease in net loss is primarily
attributable to an increase in Trust revenues from rental operations for the
three months ended March 31, 1998. No other significant variances were noted.
The Trust's revenues from rental operations for the three months ended March 31,
1998 and 1997 were $1,553,000 and $1,413,000, respectively. The increase in
revenues was primarily due to an increase in Harrisburg East Mall's fixed
minimum rents of $200,000. The increase is due to increased rent payments from
certain tenants whose payment obligations had been reduced in prior years
pursuant to the exercise of co-tenancy provisions in their lease agreements
associated with anchor store vacancies. With the opening of Lord & Taylor on
March 10, 1997, such provisions expired and these tenants reverted to paying
fixed minimum rent.
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EQK REALTY INVESTORS I
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
The Trust, its trustees, and Avisor 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 Trust believes the action to be without
merit and intends to vigorously defend the action.
Item 2. Changes in Securities
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
2. None
4. None
10. Material Contracts
(1) Agreement between EQK Realty Investors
I and Prudential Insurance Company of
America dated April 9, 1998.
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
Report on Form 8-K of the Trust dated May 4, 1998
regarding the New York Stock Exchange suspension
of trading EQK Realty Investors I common shares.
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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: May 15, 1998 EQK REALTY INVESTORS I
By: /s/ Gregory R. Greenfield
--------------------------------------
Gregory R. Greenfield
Executive Vice President and Treasurer
(Principal Financial Officer)
By: /s/ William G. Brown, Jr
--------------------------------------
William G. Brown, Jr.
Vice President and Controller
(Principal Accounting Officer)
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