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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 10/A5
GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
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ATLANTIC REALTY TRUST
(Exact name of registrant as specified in its charter)
Maryland 13-3849655
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
747 Third Avenue, New York, New York 10017
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 355-1255
Securities to be registered pursuant to Section 12(b) of the Act: None
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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None N/A
Securities to be registered pursuant to Section 12(g) of the Act:
Shares of Beneficial Interest,
par value $.01 per share
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ITEM 1. BUSINESS
The information required by this item is contained under the sections
"Introduction," "The Distribution," "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and "Business" of the Form of
Information Statement previously attached to Amendment No. 4 to this
registration statement as Annex A and filed as Exhibit 20.1 hereto, and such
sections are incorporated herein by reference. In addition, on April 24, 1996,
RPS Realty Trust ("RPS") established the close of business on May 1, 1996 (or
such later date as the Ramco Acquisition (as defined in the Information
Statement) is consummated) as the new Record Date (as defined in the Information
Statement) for the determination of RPS shareholders entitled to receive shares
of the Spin-Off Company (as defined in the Information Statement) in the
Spin-Off Transaction (as defined in the Information Statement). The
previous Record Date for such distribution had been set at April 12, 1996. The
Distribution Date (as defined in the Information Statement) of the Spin-Off
Transaction is anticipated to be May 1, 1996 (or such later date as the Ramco
Acquisition is consummated) and the shares are anticipated to be mailed to
shareholders on or about May 8, 1996 (or approximately 5 business days
following the closing of the Ramco Acquisition).
ITEM 9. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS
The information required by this item is contained under the sections
"The Distribution -- Manner of Effecting the Distribution," "The Distribution
- -- Listing and Trading of the Company's Shares," "The Distribution --
Distribution Policy," "Security Ownership of Certain Beneficial Owners and
Management" and "Description of the Company's Shares of Beneficial Interest" of
the Information Statement, and such sections are incorporated herein by
reference. In addition, the second, third and fourth sentences of Item 1 of
this registration statement are incorporated herein by reference.
ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES
On October 11, 1995, the Company issued 10,000 shares of beneficial
interest to RPS, for a total consideration of $100, pursuant to an exemption
from registration pursuant to Section 4(2) of the Securities Act of 1933, as
amended (the "Act"). On April 12, 1996, the Company issued 3,551,552 shares of
beneficial interest to RPS for a total consideration of $35,515.52. RPS will be
the Company's sole shareholder until the Distribution. This issuance was exempt
from registration pursuant to Section 4(2) of the Act.
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this amendment to registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized.
ATLANTIC REALTY TRUST
Date: April 25, 1996 By: /s/ Joel M. Pashcow
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Name: Joel M. Pashcow
Title: Chairman and President
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER EXHIBIT PAGE
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<S> <C>
20.1 Form of Information Statement (previously attached to
Amendment No. 4 to this Registration Statement as Annex A)*
</TABLE>
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(*) Previously filed.
