<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
Atlantic Realty Trust
- - ------------------------------------------------------------------------------
(Name of Issuer)
Common Shares of Beneficial Interest, par value $0.01 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
with a copy to:
Erica H. Steinberger, Esq.
Latham & Watkins
885 Third Avenue
New York, New York 10022
(212) 906-1200
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
September 20, 1999
(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 that 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)
(Page 1 of 10 pages)
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CUSIP No. 048798-10-2 13D Page 2 of 10
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities only)
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 IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT / /
TO ITEMS 2(d) or 2(e) ---
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
SOLE VOTING POWER
7
NUMBER OF 345,498
SHARES
BENEFICIALLY SHARED VOTING POWER
OWNED BY 8
EACH None
REPORTING
PERSON SOLE DISPOSITIVE POWER
WITH 9
345,498
SHARED DISPOSITIVE POWER
10
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
345,498
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
---
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.7%
14 TYPE OF REPORTING PERSON
CO
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CUSIP No. 048798-10-2 13D Page 3 of 10
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities only)
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
WC
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT / /
TO ITEMS 2(d) or 2(e) ---
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
SOLE VOTING POWER
7
NUMBER OF None
SHARES
BENEFICIALLY SHARED VOTING POWER
OWNED BY 8
EACH 505,228
REPORTING
PERSON SOLE DISPOSITIVE POWER
WITH 9
None
SHARED DISPOSITIVE POWER
10
505,228
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
505,228
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
---
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.2%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
CUSIP No. 048798-10-2 13D Page 4 of 10
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities only)
Milton Cooper
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
---
(b) / /
---
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT / /
TO ITEMS 2(d) or 2(e) ---
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
SOLE VOTING POWER
7
NUMBER OF 29,824
SHARES
BENEFICIALLY SHARED VOTING POWER
OWNED BY 8
EACH 508,355
REPORTING
PERSON SOLE DISPOSITIVE POWER
WITH 9
29,824
SHARED DISPOSITIVE POWER
10
508,355
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
538,179
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/X /
---
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.1%
14 TYPE OF REPORTING PERSON
IN
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Page 5 of 10 pages
This Amendment No. 5 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, and April 30, 1998 by Kimco, Milton Cooper and Kimco
Realty Services, Inc., a Delaware corporation ("Services"), 60% of the voting
common stock of which is owned by Mr. Cooper (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 II hereto and incorporated herein by
reference.
Item 3. Source and Amount of Funds or Other Consideration.
Shares acquired by Services were acquired in open market purchases,
the funds for which were obtained from Services' working capital.
Shares acquired by Kimco were acquired in open market purchases, the
funds for which were obtained from Kimco's working capital.
Item 5. Interest in Securities of the Issuer.
(a) Kimco beneficially owns an aggregate of 345,498 Shares,
or approximately 9.7% of the outstanding Shares, and Services beneficially
owns an aggregate of 505,228 Shares, or approximately 14.2% of the outstanding
Shares (based on 3,561,553 Shares reported by the Company to be outstanding as
of June 30, 1999, in the Company's Quarterly Report on Form 10-Q for the
Period Ended June 30, 1999).
Mr. Cooper beneficially owns 538,179 Shares (which includes
all of the Shares owned by Services, 60.0% of whose voting common stock is
owned by Mr. Cooper), or approximately 15.1% 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 II hereto.
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Page 6 of 10 pages
(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) Mr. Cooper, by reason of his
ownership of 60% 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) Schedule I attached hereto sets forth all transactions
in Shares effected by or for the account of Services during the past sixty
days. Each such transaction was an open market purchase.
Schedule I
Date Acquired # of Shares Price Per Share
------------- ----------- ---------------
7/29/99 700 $7.800
7/30/99 1,000 $7.800
8/03/99 9,000 $7.772
8/05/99 200 $7.550
8/09/99 800 $7.550
8/13/99 4,000 $6.550
9/08/99 1,500 $6.550
9/20/99 3,500 $6.550
(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.
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Page 7 of 10 pages
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.
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
Dated: September 24, 1999
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Page 8 of 10 pages
EXHIBIT INDEX
Exhibit Page Number
1. Joint Filing Agreement *
2. Joint Filing Agreement *
3. Standstill Agreement *
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* Previously filed
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Page 9 of 10 pages
SCHEDULE II
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 11041-0020. Each such person is a citizen of the United
States of America.
1. Executive Officers & Directors of Kimco.
<TABLE>
<CAPTION>
Name Principal Occupation or Employment Shares Beneficially
---- ---------------------------------- -------------------
Owned(1)
--------
<S> <C> <C>
Martin S. Kimmel Director 10,487(2)
Richard G. Dooley Director of Kimco; Consultant to -0-
c/o Massachusetts Mutual Life Massachusetts Mutual Life Insurance
Insurance Company 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 Vice -0-
c/o The Chase Manhattan Bank President of The Chase Manhattan Bank
270 Park Avenue
New York, NY 10017
Joe Grills Director of Kimco; Chief Investment -0-
11479 Twin Mountains Road Officer for the IBM Retirement Funds,
Clifton, VI 22733 1986-1993
Joseph K. Kornwasser Director of Kimco, Senior Executive -0-
Vice President
Alex Weiss Vice President--MIS of Kimco 1,250
Michael V. Pappagallo Chief Financial Officer of Kimco -0-
Bruce M. Kauderer Vice President, Legal and Secretary of -0-
Kimco
Jerald Friedman Executive Vice President of Kimco -0-
Joseph V. Dennis Vice President, Construction of Kimco -0-
Glenn G. Cohen Treasurer of Kimco -0-
Lawrence Kronenberg Vice President of Kimco -0-
</TABLE>
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<PAGE>
Page 10 of 10 pages
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.
2. Executive Officers & Directors of Services.
<TABLE>
<CAPTION>
Name Principal Occupation or Employment Shares Beneficially
---- ---------------------------------- -------------------
Owned
-----
<S> <C> <C>
Arthur Friedman Director and Secretary of Services; Certified -0-
Public Accountant
Sol Denbaum Director of Services; Vice President - -0-
Maintenance (retired) of Kimco
Michael V. Pappagallo Chief Financial Officer of Kimco and Services -0-
</TABLE>
