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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D/A
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13D-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13D-2
(AMENDMENT NO. 10)
ATLANTIC REALTY TRUST
(NAME OF ISSUER)
COMMON SHARES OF BENEFICIAL INTEREST, PAR VALUE $.01 PER SHARE
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(Title of Class of Securities)
048798-10-2
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(CUSIP Number)
MILTON COOPER
KIMCO REALTY CORPORATION
3333 NEW HYDE PARK ROAD
NEW HYDE PARK, NY 11042-0020
(516) 869-9000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
AUGUST 3, 2004
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(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box: /__/.
(Continued on following pages)
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(Page 1 of 8 Pages)
CUSIP No. 048798-10-2 Page 2 of 8 Pages
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Kimco Realty Corporation
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)/__/
(b)/__/
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
/__/
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
------------------- ------ ---------------------------------------------- -----
Number of 7. SOLE VOTING POWER
Shares 355,498
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Beneficially 8. SHARED VOTING POWER
Owned By 962,289
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Each 9. SOLE DISPOSITIVE POWER
Reporting 355,498
------ ---------------------------------------------- -----
Person With 10. SHARED DISPOSITIVE POWER
962,289
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,317,787
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES /__/
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.0%
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14. TYPE OF REPORTING PERSON REPORTING
CO
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CUSIP No. 048798-10-2 Page 3 of 8 Pages
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Kimco Realty Services, Inc.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)/__/
(b)/__/
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
WC, AF
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
/__/
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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Number of 7. SOLE VOTING POWER
Shares none
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Beneficially 8. SHARED VOTING POWER
Owned By 962,289
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Each 9. SOLE DISPOSITIVE POWER
Reporting none
------ ---------------------------------------------- -----
Person With 10. SHARED DISPOSITIVE POWER
962,289
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
962,289
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
/__/
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.0%
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14. TYPE OF REPORTING PERSON REPORTING
CO
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CUSIP No. 048798-10-2 Page 4 of 8 Pages
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Milton Cooper
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)/__/
(b)/__/
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
OO
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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Number of 7. SOLE VOTING POWER
Shares 29,824
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Beneficially 8. SHARED VOTING POWER
Owned By 3,127
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Each 9. SOLE DISPOSITIVE POWER
Reporting 29,824
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Person With 10. SHARED DISPOSITIVE POWER
3,127
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,951
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES /__/
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.9%
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14. TYPE OF REPORTING PERSON REPORTING
IN
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This Amendment No. 10 amends and supplements the Schedule 13D
filed on May 24, 1996, and amended on July 3, 1996, by Kimco Realty Corporation,
a Maryland corporation ("Kimco"), and Milton Cooper and further amended on May
15, 1997, June 10, 1997, April 30, 1998, September 20, 1999, August 10, 2000,
August 23, 2000, August 9, 2001, and January 31, 2003 by Kimco, Milton Cooper
and Kimco Realty Services, Inc., a Delaware corporation ("Services") (as
amended, the "Schedule 13D"), relating to the common shares of beneficial
interest, par value $.01 per share (the "Shares"), of Atlantic Realty Trust, a
Maryland corporation (the "Company"). Unless otherwise indicated, all
capitalized terms used herein shall have the meanings given to them in the
Schedule 13D, and unless amended or supplemented hereby, all information
previously filed remains in effect.
ITEM 2. IDENTITY AND BACKGROUND.
Information with respect to the executive officers and
directors of Kimco and Services, other than Mr. Cooper, required by Instruction
C of Schedule 13D is set forth on Schedule I hereto and incorporated herein by
reference.
ITEM 4. PURPOSE OF THE TRANSACTION
Item 4 is hereby amended to add the following:
On August 3, 2004, Services entered into a Purchase and Sale
Agreement (the "FUR Purchase and Sale Agreement") with First Union Real Estate
Equity and Mortgage Investments, an Ohio Business Trust ("FUR") pursuant to
which Services agreed to purchase 183,085 Shares held by First Union (the "First
Union Shares") for consideration of $3,112,445 in cash, and a Purchase and Sale
Agreement (the "Ashner Purchase and Sale Agreement") with Michael Ashner and
Susan Ashner ("Ashner"), pursuant to which Services agreed to purchase 52,065
Shares held by Ashner (the "Ashner Shares" and together with the First Union
Shares, the "Purchased Shares") for consideration of $885,105 in cash. In
connection with the purchase of the Purchased Shares, on August 3, 2004, the
Company entered into an amendment to the Third Amended and Restated Standstill
Agreement with the Reporting Persons (the "Third Amended and Restated Standstill
Agreement"), to permit the Reporting Persons and their Affiliated Persons to
acquire up to 39.61% of the issued and outstanding Shares; provided, however,
any increase in Kimco's or their Affiliated Person's ownership of Restricted
Securities in excess of 33% of the total number of shares that are issued and
outstanding shall be limited to the acquisition of shares from First Union or
Ashner in a privately negotiated purchase. All other terms and conditions of the
original Standstill Agreement, as previously amended by the Second Amended and
Restated Standstill Agreement, remain in effect as previously disclosed. The
above descriptions of the FUR Purchase and Sale Agreement, the Ashner Purchase
and Sale Agreement and the Third Amended and Restated Standstill Agreement are
qualified in their entirety by reference to the full text of such agreements,
which are being filed as Exhibits 99.1, 99.2 and 99.3 hereto and are each
incorporated herein by reference.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Kimco beneficially owns 1,317,787 Shares (which includes
all of the Shares owned by Services, all of whose outstanding voting common
stock is owned by Kimco), or approximately 37.0% of the outstanding Shares, and
Services beneficially owns an aggregate of 962,289 Shares, or approximately
27.0% of the outstanding Shares (based on 3,561,553 Shares reported by the
Company to be outstanding as of May 7, 2004, in the Company's Quarterly Report
on Form 10-Q for the Period Ended March 31, 2004).
Mr. Cooper beneficially owns 32,951 Shares, or approximately
..9% of the outstanding Shares, of which 2,012 Shares are held through IRA
accounts, and 3,127 Shares are held by a trust for Adam Kimmel, the son of
Martin S. Kimmel (the "Kimmel Trust"), for which Mr. Cooper serves as a trustee.
Such holdings do not include an aggregate of 6,050 Shares held by Mr. Cooper's
adult children or their spouses, an aggregate of 2,979 Shares held by nine
trusts for the benefit of Mr. Cooper's grandchildren, for which certain of such
adult children serve as trustees, or 3,750 Shares held by CLS General
Partnership Corporation (a Delaware corporation which serves as the general
partner of Power Test Investors Limited Partnership, a New York limited
partnership), of which Mr. Cooper is a stockholder and serves as secretary and a
director, as to all of which Shares Mr. Cooper disclaims beneficial ownership.
Except as set forth herein, each of the Reporting Persons
disclaims beneficial ownership of any Shares beneficially owned by any other
person described in this Item 5(a) or on Schedule I to the Schedule 13D.
(b) Each Reporting Person has sole power to vote, or direct
the vote, and to dispose or direct the disposition of, all Shares reported as
beneficially owned by it or him, except that, (i) Kimco, by reason of its
ownership of all of Services' voting common stock, shares the power to direct
the vote or the disposition of all Shares reported as beneficially owned by
Services and (ii) with respect to the 3,127 Shares held by the Kimmel Trust, Mr.
Cooper shares such power with the other trustee.
(c) The response to Item 4 is incorporated herein by
reference.
(d) No person other than the Reporting Persons is known to the
Reporting Persons to have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the Shares
beneficially owned by the Reporting Persons, except that, with respect to the
Shares owned by the Kimmel Trust, such Trust and the trustee thereof who shares
such power with Mr. Cooper.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
The response to Item 4 is incorporated herein by reference.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
Exhibit 99.1. FUR Purchase and Sale Agreement.
Exhibit 99.2 Ashner Purchase and Sale Agreement.
Exhibit 99.3 Third Amended and Restated Standstill Agreement.
SIGNATURE
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
KIMCO REALTY CORPORATION
By: /s/ Milton Cooper
--------------------------------
Name: Milton Cooper
Title: Chairman and Chief
Executive Officer
KIMCO REALTY SERVICES, INC.
By: /s/ Milton Cooper
--------------------------------
Name: Milton Cooper
Title: President
/s/ Milton Cooper
-----------------------------------
Milton Cooper
August 3, 2004
Exhibit Index
Exhibit 99.1 Purchase and Sale Agreement dated as of August 3, 2004
between First Union Real Estate Equity and Mortgage
Investments and Kimco Realty Services, Inc.
Exhibit 99.2 Purchase and Sale Agreement dated as of August 3, 2004 between
Michael Ashner, Susan Ashner and Kimco Realty
Services, Inc.
Exhibit 99.3 Third Amended and Restated Standstill Agreement as of August 3,
2004 between Atlantic Realty Trust, Kimco Realty
Corporation, Kimco Realty Services, Inc. and Milton Cooper.
SCHEDULE I
Set forth below is the name, principal business, business address
and beneficial ownership of Shares of each executive officer and director of
Kimco and Services, other than Milton Cooper. Unless otherwise indicated, the
current business address of each person is c/o Kimco, 3333 New Hyde Park Road,
Suite 100, New Hyde Park, NY 11041-0020. Each such person is a citizen of the
United States of America.
1. Executive Officers & Directors of Kimco.
Name Principal Occupation or Employment Shares Benefi-
cially
Owned (1)
Martin S. Kimmel Director of Kimco and Services, 10,487(2)
Chairman (Emeritus) of the Board of
Directors of Kimco and Services
Michael J. Flynn Vice Chairman of the Board of 0
Directors of Kimco and Services,
President of Kimco and Chief
Operating Officer of Kimco and
Services
Richard G. Dooley Director of Kimco; From 1993 to 0
129 The Laurels 2003 consultant to, and from 1978 to
Enfield, CT 06082 1993, Executive Vice President and
Chief Investment Officer of
Massachusetts Mutual Life Insurance
Company.
Joe Grills Director of Kimco; Chief Investment 0
11478 Twin Mountains Road Officer for the IBM Retirement
Rapidan, VA 22733 Funds, 1986-1993
Frank Lourenso Director of Kimco; Executive Vice 0
c/o The Chase Manhattan Bank President of J.P. Morgan
1166 Avenue of the Americas
New York, NY 10036
F. Patrick Hughes Director of Kimco, President, Hughes 0
907 Rolandvue Rd. & Associates, LLC since October
Baltimore, MD 21204 2003. Previ-
ously served as Chief
Executive Officer, President and
Trustee of Mid-Atlantic Realty Trust
from its formation in 1993 to 2003.
Richard Saltzman Director of Kimco, President, Colony 0
262 Central Park West Capital LLC, ("Colony") since May
New York, New York 11024 2003. Prior to joining Colony,
Managing Director and Vice Chairman of
Merrill Lynch's investment banking
division since 2001 and held various
positions at Merrill Lynch for more
than five years prior to that time.
Thomas A. Caputo Executive Vice President of Kimco 0
Glenn G. Cohen Vice President and Treasurer of 0
Kimco and Services
Ray Edwards Vice President of Kimco and Services 0
Jerald Friedman Executive Vice President of Kimco 0
and Services
David Henry Director and Chief Investment 0
Officer of Kimco and
Services
Bruce M. Kauderer Vice President, Legal and Secretary 0
of Kimco and Services
Michael V. Pappagallo Vice President, Chief Financial 0
Officer of Kimco and Services
(1) All of such Shares were received in the Distribution and no consideration
was paid therefor.
(2) Does not include 14,135 Shares beneficially owned by Mr. Kimmel's wife or
3,127 by a trust for the benefit of Mr. Kimmel's son, for which Mr. Cooper
serves as trustee, as to which Mr. Kimmel disclaims beneficial interest. Such
Shares were received in the Distribution and no consideration was paid therefor.