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May 24, 1996
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
(Amendment No. __)
Under the Securities Exchange Act of 1934
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
(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)
Copies to:
Erica H. Steinberger, Esq.
Latham & Watkins
885 Third Avenue
New York, New York 90022-4802
May 14, 1996
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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 subject of this Schedule 13D, and is
filing this statement because of Rule 13d-1(b)(3) or (4), check the
following box: / /
Check the following box if a fee is being paid with the statement: /X/
Page 1 of 13 Pages
Exhibit Index is on Page 12
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Page 2 of 13 Pages
SCHEDULE 13D
CUSIP No. 048798-10-2
1. Name of Reporting Person
Kimco Realty Corporation
2. Check the Appropriate Box if a Member of a Group (a) / /
(b) / /
3. SEC Use Only
4. Source Of Funds
WC
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) / /
6. Citizenship or Place of Organization
Maryland
7.Sole Voting Power
264,658
NUMBER OF
SHARES 8.Shared Voting Power
BENEFICIALLY
OWNED BY None
REPORTING
PERSON 9.Sole Dispositive Power
WITH
264,658
10.Shared Dispositive Power
None
11.Aggregate Amount Beneficially Owned by Each Reporting Person
264,658
12.Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares /X/
13.Percent of Class Represented by Amount in Row (11)
7.4%
14.Type of Reporting Person
CO
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Page 3 of 13 Pages
SCHEDULE 13D
CUSIP No. 048798-10-2
1. Name of Reporting Person
Milton Cooper
2. Check the Appropriate Box if a Member of a Group (a) / /
(b)
3. SEC Use Only
4. Source of Funds
OO
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) / /
6. Citizenship or Place of Organization
U.S.A.
7.Sole Voting Power
29,824
Number of
Shares 8.Shared Voting Power
Beneficially
Owned By 3,127
Reporting
Person 9.Sole Dispositive Power
With
29,824
10.Shared Dispositive Power
3,127
11.Aggregate Amount Beneficially Owned by Each Reporting Person
32,951
12.Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares /X/
13.Percent of Class Represented by Amount in Row (11)
.9%
14.Type of Reporting Person
IN
Page 4 of 13
Item 1. Security and Issuer.
The title of the class of equity securities to which this
Schedule relates is common shares of beneficial interest, par value $.01 per
share (the "Shares"), of Atlantic Realty Trust, a Maryland real estate
investment trust (the "Company"). The Company's principal executive offices are
located at 747 Third Avenue, New York, New York 10017.
Item 2. Identity and Background.
(a)-(c), (f) This statement is being filed by Kimco Realty
Corporation, a Maryland corporation ("Kimco"), and Milton Cooper, the Chairman
of the Board and Chief Executive Officer of Kimco (each a "Reporting Person" and
collectively "the Reporting Persons").
Kimco owns and operates neighborhood and community shopping
centers in 38 states and manages additional properties. It intends to operate as
a Real Estate Investment Trust for federal income tax purposes. Kimco's
principal place of business is 3333 New Hyde Park Road, New Hyde Park, New York
11042-0020.
Mr. Cooper is the Chairman of the Board of Directors and Chief
Executive Officer of Kimco. His business address is c/o Kimco, 3333 New Hyde
Park Road, New Hyde Park, New York 11042-0020.
Information with respect to the executive officers and
directors of Kimco, other than Mr. Cooper, required by Instruction C of Schedule
13D is set forth on Schedule I hereto and incorporated herein by reference.
(d) and (e). During the last five years, none of the Reporting
Persons nor, to the best knowledge of the Reporting Persons, any other person
named on Schedule I has (i) been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (ii) been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
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Page 5 of 13
Item 3. Source and Amount of Funds or Other Consideration.
Kimco acquired 71,521 Shares, and Mr. Cooper acquired directly
or through IRA Accounts 29,824 Shares, as a result of the distribution (the
"Distribution") by RPS Realty Trust ("RPS"), effective May 13, 1996, of Shares
to holders of shares of beneficial interest, par value $.10 per share ("RPS
Shares"), of RPS in the ratio of one Share for every eight RPS Shares held on
the record date for the Distribution (before taking into account a reverse stock
split of RPS shares which occurred immediately prior to the Distribution). No
consideration was paid by Kimco or Mr. Cooper for such Shares. Kimco thereafter
acquired an additional 193,137 Shares in open market purchases, the funds for
which were obtained from its working capital.
Item 4. Purpose of Transaction.
The Reporting Persons hold their Shares received in the
Distribution, and Kimco acquired its additional Shares, as an investment. From
time to time, subject to the continuing evaluation of the factors discussed
herein, Kimco may acquire additional Shares in the open market or in privately
negotiated transactions, or otherwise increase its ownership of Shares, or the
Reporting Persons may sell all or a portion of their Shares in the open market
or in privately negotiated transactions. Any actions the Reporting Persons might
undertake will be dependent upon the Reporting Persons' review of numerous
factors, including, among other things, the availability of Shares for purchase
and the price levels of such Shares; general market and economic conditions;
ongoing evaluation of the Company's assets and operations; the relative
attractiveness of alternative business and investment opportunities; the actions
of the management and the Board of Directors of the Company; and other future
developments.
Pursuant to the Company's Amended and Restated Declaration of
Trust (the "Declaration of Trust"), the Company shall continue for a period of
18 months from the date of the Distribution, during which time it shall reduce
to cash or cash equivalents the Company's assets and either (i) make a
liquidating distribution to its shareholders or (ii) agree to merge or combine
operations with another real estate entity, in either case, as soon as
practicable following the Distribution and within such 18-month period (unless
on or before the expiration of such 18-month period the holders of at least
two-thirds of the outstanding Shares approve the extension of such date or such
date is automatically extended without a shareholder vote because a contingent
tax liability relating to RPS that has been assumed by the Company has not been
satisfactorily resolved). Depending upon the factors discussed above, Kimco may
seek to acquire one or more assets of the Company (including the Hylan Center,
as defined below), as part of the Company's liquidation of such assets, or
propose a business combination or other business arrangement with the Company.
Prior to the Distribution, Mr. Cooper, as Kimco's representative, had
discussions with management of RPS concerning a possible purchase of RPS's
mortgage and other interests in a shopping center located on Hylan Boulevard in
Staten Island, New York (the "Hylan Center"), which was considered by RPS to be
a "problem loan" as of December 31, 1995, as discussed in the Information
Statement dated March 29, 1996 (the "Information Statement") furnished to
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Page 6 of 13
holders of RPS Shares in connection with the Distribution. The mortgage and
other interests of RPS in the Hylan Center were transferred by RPS to the
Company prior to the Distribution.
Although the foregoing reflects the present intention of the
Reporting Persons with respect to the Company, it is subject to change at any
time. Except as set forth above, the Reporting Persons have no present plans or
intentions which would result in or relate to any of the transactions described
in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) Kimco beneficially owns an aggregate of 264,658 Shares, or
approximately 7.4% of the outstanding Shares (based on 3,561,552 Shares reported
by the Company to be outstanding in the Company's Quarterly Report on Form 10-Q
for the Period Ended March 31, 1996).
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, 12,590 Shares held by Getty Petroleum Corp., a
Delaware corporation engaged in the marketing of petroleum products ("Getty
Petroleum"), of which Mr. Cooper is a director and approximately 8% stockholder,
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 formed to hold certain real estate
assets leased to Getty Petroleum), 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. All of such Shares were received by such persons
in the Distribution by reason of their ownership of RPS Shares.
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 hereto.
(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, with respect to the 3,127 Shares
held by the Kimmel Trust, Mr. Cooper shares such power with the other trustee.
(c) Schedule I attached hereto sets forth all transactions in
Shares effected by or for the account of the Reporting Persons during the past
60 days.
(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
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Page 7 of 13
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.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
None
Item 7. Material to be Filed as Exhibits.
Joint Filing Agreement is attached hereto as Exhibit 1.
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Page 8 of 13
SCHEDULE I
1. Executive Officers & Directors of Kimco.
Set forth below is the name, principal business, business
address and beneficial ownership of Shares of each executive officer and
director of Kimco, other than Milton Cooper, for whom such information is
contained in Items 2 and 5 of the Schedule 13D. 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 11042-0020. Each such person is a citizen of the
United States of America.
<TABLE>
<CAPTION>
Principal Occupation or
Name Employment Shares Beneficially Owned(1)
- ------- ---------- -------------------------
<S> <C> <C>
Martin S. Kimmel Chairman (Emeritus) of the Board 10,487(2)
of Directors.
Richard G. Dooley Director of Kimco; Consultant to -0-
c/o Massachusetts Mutual Life Massachusetts Mutual Life
Insurance Company Insurance Company
1295 State Street
Springfield, Mass. 01111
Michael J. Flynn Vice Chairman of the Board of -0-
Directors of Kimco
Frank Lourenso Director of Kimco; Executive Vice -0-
c/o Chemical Bank President of Chemical Bank
270 Park Avenue.
New York, NY 10017
David M. Samber Director, President and Chief 3,750(3)
Operating Officer of Kimco
Robert P. Schulman Senior Vice President and 1,625
Secretary of Kimco
Alex Weiss Vice President of Kimco 1,250
Louis J. Petra Chief Financial Officer and -0-
Treasurer of Kimco
Bruce M. Kauderer Vice President, Legal Department -0-
Joseph V. Denis Vice President, -0-
Construction of Kimco
- --------
1 All of such Shares were received in the Distribution and no consideration was
paid therefor.
2 Does not include 14,125 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.
3 Does not include 62 Shares beneficially owned by Mr. Samber's wife, as to
which Mr. Samber disclaims beneficial interest. Such Shares were received in the
Distribution and no consideration was paid therefor.
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Page 9 of 13
2. Transactions in Shares.
Set forth below are all transactions in Shares effected by Kimco
during the past 60 days. All such transactions were purchases effected by
Kimco in the over-the-counter market.
Date Number of Shares Price per Share
---- ---------------- ---------------
May 14 33,799 $8.60
71,286 $9.00
4,500 $8.80
May 15 58,300 $8.72
May 16 15,500 $8.38
May 17 6,500 $8.125
May 21 3,252 $7.80
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Page 10 of 13
SIGNATURE
After reasonable inquiry and to the best of its 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
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Name:Milton Cooper
Title:Chairman and Chief Executive Officer
Dated:May 24, 1996
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Page 11 of 13
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
/s/ Milton Cooper
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MILTON COOPER
Dated:May 24, 1996
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Page 12 of 13
EXHIBIT INDEX
Page Number
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Exhibit 1. Joint Filing Agreement 13
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Page 13 of 13
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) promulgated under the
Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the
joint filing with all other Reporting Persons (as such term is defined in the
Schedule 13D referred to below) on behalf of each of them of a statement on
Schedule 13D (including amendments thereto) with respect to the common shares of
beneficial interest, par value $.01 per share (the "Shares"), of Atlantic Realty
Trust, a Maryland real estate investment trust, and that this Agreement may be
included as an Exhibit to such joint filing. This Agreement may be executed in
any number of counterparts, all of which taken together shall constitute one and
the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this
Agreement as of the 24th day of May 1996.
KIMCO REALTY CORPORATION
By: /s/ Milton Cooper
----------------------------------------
Name:Milton Cooper
Title:Chairman and Chief Executive Officer
/s/ Milton Cooper
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MILTON COOPER
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