SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------------------
SCHEDULE 13D
(Amendment No. 3)
Under the Securities Exchange Act of 1934
Atlantic Realty Trust
(Name of Issuer)
Common Shares of Beneficial Interest, Par Value $.01 Per Share
(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
(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
June 10, 1997
(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: [ ]
Page 1 of 13 Pages
Exhibit Index is on Page 13
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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
314,098
Number of
Shares 8. Shared Voting Power
Beneficially None
Owned By
Reporting 9. Sole Dispositive Power
Person 314,098
With
10. Shared Dispositive Power
None
11. Aggregate Amount Beneficially Owned by Each Reporting Person
314,098
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
13. Percent of Class Represented by Amount in Row (11)
8.8%
14. Type of Reporting Person
CO
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SCHEDULE 13D
CUSIP No. 048798-10-2
1. Name of Reporting Person
Kimco Realty Services, Inc.
2. Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds
OO, 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
Delaware
7. Sole Voting Power
None
Number of
Shares 8. Shared Voting Power
Beneficially 464,028
Owned By
Reporting 9. Sole Dispositive Power
Person None
With
10. Shared Dispositive Power
464,028
11. Aggregate Amount Beneficially Owned by Each Reporting Person
464,028
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
13. Percent of Class Represented by Amount in Row (11)
13.0%
14. Type of Reporting Person
CO
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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 467,155
Owned By
Reporting 9. Sole Dispositive Power
Person 29,824
With
10. Shared Dispositive Power
467,155
11. Aggregate Amount Beneficially Owned by Each Reporting Person
496,979
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
[X]
13. Percent of Class Represented by Amount in Row (11)
14.0%
14. Type of Reporting Person
IN
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This Amendment No. 3 restates and supplements the Schedule 13D
previously 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 by Kimco, Milton Cooper and Kimco Realty Services, Inc.,
a Delaware corporation ("Services"), all of the voting common stock of which is
owned by Mr. Cooper.
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, Services and
Milton Cooper, the Chairman of the Board and Chief Executive Officer of Kimco
and the President and a Director of Services (each a "Reporting Person" and,
collectively, "the Reporting Persons").
Kimco owns, operates and manages neighborhood and community shopping
centers in 38 states. It intends to operate as a Real Estate Investment Trust
for federal income tax purposes. Kimco owns all of the outstanding non-voting
preferred stock of Services. Kimco's principal place of business is 3333 New
Hyde Park Road, New Hyde Park, New York 11042-0020.
The principal business of Services is to perform construction and other
services relating to commercial real estate and such other investment activities
as deemed appropriate by its board of directors from time to time. Services'
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 and the President and a Director of Services. Mr.
Cooper owns all of the outstanding voting common stock of Services. 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
each 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.
(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
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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.
Item 3. Source and Amount of Funds or Other Consideration.
Kimco acquired 72,771 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 241,327 Shares in open market purchases, the funds for
which were obtained from its working capital.
On May 15, 1997, Services acquired 76,229 Shares, and on June 10, 1997,
Services acquired an additional 387,799 Shares; these Shares were acquired in
open market purchases, the funds for which were obtained (i) through a loan from
Kimco to Services and (ii) from Services' working capital.
Item 4. Purpose of Transaction.
Kimco and Mr. Cooper hold their Shares received in the Distribution,
and Kimco and Services each acquired their additional Shares, as an investment.
From time to time, subject to the continuing evaluation of the factors discussed
herein, each of the Reporting Persons may acquire additional Shares in the open
market or in privately negotiated transactions, or otherwise increase their
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
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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 then-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 holders of RPS Shares in connection with the Distribution. The
then-mortgage and other interests of RPS in the Hylan Center were transferred by
RPS to the Company (which now owns fee title to the Hylan Center) 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 314,098 Shares, or
approximately 8.8% of the outstanding Shares, and Services beneficially owns an
aggregate of 464,028 Shares, or approximately 13.0% of the outstanding Shares
(based on 3,561,553 Shares reported by the Company to be outstanding as of April
22, 1997 in the Company's Quarterly Report on Form 10-Q for the Period Ended
March 31, 1997).
Mr. Cooper beneficially owns 496,979 Shares (which includes all of the
Shares owned by Services, whose voting common stock is owned by Mr. Cooper), or
approximately 14.0% 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.
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,
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except that, (i) Mr. Cooper, by reason of his ownership of all of Services'
voting common stock, has 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) On May 15, 1997, Services acquired 76,229 Shares in an open market
purchase at a price of $11.125 per share. On June 10, 1997, Services acquired
387,799 Shares in an open market purchase at a price of $11.52 per share.
(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.
(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.
Item 7 is hereby supplemented by the addition of the following:
None.
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Page 9 of 13
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, 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.
1. Executive Officers & Directors of Kimco.
<TABLE>
<CAPTION>
Name Principal Occupation or Shares Beneficially
- ---- ----------------------- -------------------
Employment Owned(1)
---------- ------
<S> <C> <C>
Martin S. Kimmel Chairman (Emeritus) of the 10,487(2)
Board of Directors.
Richard G. Dooley Director of Kimco; Consultant -0-
c/o Massachusetts Mutual Life to Massachusetts Mutual Life
Insurance Company Insurance Company
1295 State Street
Springfield, Mass. 01111
Michael J. Flynn Vice Chairman of the Board of -0-
Directors, President and Chief
Operating Officer of Kimco
Frank Lourenso Director of Kimco; Executive -0-
c/o The Chase Manhattan Bank Vice President of The Chase
270 Park Avenue. Manhattan Bank
New York, NY 10017
Joe Grills Director of Kimco; Chief -0-
183 Soundview Lane Investment Officer for the IBM
New Canaan, CT 06840 Retirement Funds, 1986-1993
Robert P. Schulman Senior Vice President and 1,625
Secretary of Kimco
Alex Weiss Vice President--MIS of Kimco 1,250
Michael V. Pappagallo Chief Financial Officer of -0-
Kimco
Bruce M. Kauderer Vice President, Legal of Kimco -0-
Joseph V. Denis Vice President, -0-
Construction of Kimco
</TABLE>
- --------
(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.
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2. Executive Officers & Directors of Services.
<TABLE>
<CAPTION>
Name Principal Occupation or Shares Beneficially
- ---- ----------------------- -------------------
Employment Owned
---------- -----
<S> <C> <C>
Arthur Friedman Director and Secretary of -0-
Services; Certified Public
Accountant
Sol Denbaum Director of Services; Vice -0-
President - Maintenance
(retired) of Kimco
Michael V. Pappagallo Chief Financial Officer of -0-
Kimco and Services
Joseph Hogan Vice President of Services -0-
</TABLE>
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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
---------------------------------
Name: Milton Cooper
Title: Chairman and Chief Executive Officer
Dated: June 10, 1997
KIMCO REALTY SERVICES, INC.
By: /s/ Milton Cooper
---------------------------------
Name: Milton Cooper
Title: President
Dated: June 10, 1997
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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
---------------------------------
MILTON COOPER
Dated: June 10, 1997
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EXHIBIT INDEX
Exhibit Page Number
- ------- -----------
* Exhibit 2 Joint Filing Agreement
* Previously Filed
