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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10/A6
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)
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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)
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Registrant's telephone number, including area code (212) 355-1255
Securities to be registered pursuant to Section 12(b) of the Act: None.
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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
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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 15. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements
The following Financial Statements are included in the Information
Statement and incorporated herein by reference:
(i) Balance Sheet of the Company as of December 31, 1995*
(ii) Combined Balance Sheets of the Net Assets to be Transferred to
the Company as of September 30, 1995 (Unaudited) and December 31, 1995 and
1994*
(iii) Combined Statements of Operations of the Net Assets to be
Transferred to the Company for the Nine Months Ended September 30, 1995
(Unaudited) and for the Years Ended December 31, 1995, 1994 and 1993*
(iv) Combined Statements of Shareholder's Equity of the Net Assets to
be Transferred to the Company for the Years Ended December 31, 1995, 1994
and 1993*
(v) Combined Statements of Cash Flows of the Net Assets to be
Transferred to the Company for the Nine Months Ended September 30, 1995
(Unaudited) and for the Years Ended December 31, 1995, 1994 and 1993*
(vi) Notes to Combined Financial Statements for the Nine Months Ended
September 30, 1995 (Unaudited) and for the Years Ended December 31, 1995,
1994 and 1993*
(vii) Pro Forma Statements of Net Assets in Liquidation of the Company
as of September 30, 1995 (Unaudited) and December 31, 1995 (Unaudited)*
(viii) Pro Forma Statement of Changes in Net Assets in Liquidation of
the Company for the Year Ended December 31, 1995 (Unaudited)*
(ix) Notes to Pro Forma Financial Statements for the Nine Months Ended
September 30, 1995 (Unaudited) and for the Year Ended December 31, 1995
(Unaudited)*
(x) Balance Sheets of Hylan Shopping Plaza ("Hylan Plaza") as of
December 31, 1995 and 1994*
(xi) Statements of Operations and Capital Deficit of Hylan Plaza for
the Years Ended December 31, 1995, 1994 and 1993*
(xii) Statements of Cash Flows of Hylan Plaza for the Years Ended
December 31, 1995, 1994 and 1993*
(xiii) Notes to Financial Statements of Hylan Plaza for the Years
Ended December 31, 1995, 1994 and 1993*
(b) Exhibits
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3.1 Amended and Restated Declaration of Trust of the Company*
3.2 Amended and Restated Bylaws of the Company*
3.3 Form of First Amendment to Amended and Restated Declaration of Trust of the
Company to be effective on or prior to the Distribution Date*
4.1 Form of Share Certificate (revised)
10.1 Form of Assignment, Assumption and Indemnification Agreement between RPS
Realty Trust and the Company*
10.2 Form of Tax Agreement between RPS Realty Trust and the Company*
20.1 Form of Information Statement (attached to this Registration Statement as
Annex A) (revised)*
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* Previously filed.
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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: May 16, 1996 By: /s/ Edwin R. Frankel
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Name: Edwin R. Frankel
Title: Executive Vice President,
Chief Financial Officer and
Secretary
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INDEX TO EXHIBITS
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SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER EXHIBIT PAGE
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4.1 Form of Share Certificate (revised)................................
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Number ART *0* SHARES *0*
CERTIFICATE OF SEE REVERSE FOR
BENEFICIAL RESTRICTIONS AND DEFINITIONS
INTEREST
CUSIP 048798 10 2
ATLANTIC REALTY TRUST
A REAL ESTATE INVESTMENT TRUST
FORMED UNDER THE LAWS OF THE STATE OF MARYLAND
THIS CERTIFIES THAT **Specimen**
is the owner of **Zero (0)**
FULLY PAID AND NONASSESSABLE COMMON SHARES OF BENEFICIAL INTEREST, $.01 PAR
VALUE PER SHARE, OF Atlantic Realty Trust, a Maryland real estate investment
trust (the "Trust"), transferable only on the books of the Trust by the holder
hereof in person or by duly authorized attorney upon surrender of this
Certificate properly endorsed. This Certificate and the shares represented
hereby are issued and shall be held subject to all of the provisions of the
Declaration of Trust and Bylaws of the Trust and any amendments thereto. This
certificate is issued by the Trust and is not valid until countersigned by the
Transfer Agent and Registrar.
WITNESS, the facsimile seal of the Trust and the facsimile signatures of
its duly authorized officers.
Dated:
[IMPRESSION OF
TRUST SEAL]
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Secretary President
Countersigned and Registered:
AMERICAN STOCK TRANSFER & TRUST COMPANY
(New York, NY) Transfer Agent
and Registrar
By
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Authorized Officer
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IMPORTANT NOTICE
The Trust will furnish to any shareholder, on request and without charge, a
full statement of the information required by Section 8-203(d) of the
Corporations and Associations Article of the Annotated Code of Maryland with
respect to the designations and any preferences, conversion and other rights,
voting powers, restrictions, limitations as to dividends and other
distributions, qualifications, and terms and conditions of redemption of the
shares of each class of beneficial interest which the Trust has authority to
issue and, if the Trust is authorized to issue any preferred or special class in
series, (i) the differences in the relative rights and preferences between the
shares of each series to the extent they have been set, and (ii) the authority
of the Board of Trustees to set the relative rights and preferences of
subsequent series. The foregoing summary does not purport to be complete and is
subject to and qualified in its entirety by reference to the Declaration of
Trust of the Trust, a copy of which will be sent without charge to each
shareholder who so requests. Such request must be made to the Secretary of the
Trust at its principal office.
The shares represented by this certificate are subject to restrictions on
Beneficial and Constructive Ownership and Transfer for the purpose of the
Trust's maintenance of its status as a real estate investment trust (a "REIT")
under the Internal Revenue Code of 1986, as amended (the "Code"). Subject to
certain further restrictions and except as expressly provided in the Trust's
Declaration of Trust, as may be amended from time to time, (i) no Person may
Beneficially or Constructively Own Common Shares of the Trust in excess of 9.8
percent (in value or number of shares) of the outstanding Common Shares of the
Trust unless such Person is an Excepted Holder (in which case the Excepted
Holder Limit shall be applicable); (ii) no Person may Beneficially or
Constructively Own Equity Shares of the Trust in excess of 9.8 percent of the
value of the total outstanding Equity Shares of the Trust, unless such Person is
an Excepted Holder (in which case the Excepted Holder Limit shall be
applicable); (iii) no Person may Beneficially or Constructively Own Equity
Shares that would result in the Trust being "closely held" under Section 856(h)
of the Code or otherwise cause the Trust to fail to qualify as a REIT; and (iv)
no Person may Transfer Equity Shares if such Transfer would result in Equity
Shares of the Trust being owned by fewer than 100 Persons. Any Person who
Beneficially or Constructively Owns or attempts to Beneficially or
Constructively Own Equity Shares which cause or will cause a Person to
Beneficially or Constructively Own Equity Shares in excess or in violation of
the above limitations must immediately notify the Trust. If any of the
restrictions on transfer or ownership are violated, the Equity Shares
represented hereby will be automatically transferred to a Trustee of a Trust for
the benefit of one or more Charitable Beneficiaries. In addition, upon the
occurrence of certain events, attempted Transfers in violation of the
restrictions described above may be void ab initio. All capitalized terms in
this legend have the meanings defined in the Trust's Declaration of Trust, as
the same may be amended from time to time, a copy of which, including the
restrictions on transfer and ownership, will be furnished to each holder of
Equity Shares of the Trust on request and without charge. Such request must be
made to the Secretary of the Trust at its principal office.
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The following abbreviations, when used in the inscription on the face of
this Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
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TEN COM -- as tenants in common
TEN ENT -- as tenants by the entireties
JT TEN -- as joint tenants with right of survivorship and not as tenants in common
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UNIF GIFT MIN ACT _______________________ Custodian ______________________
(Cust.) (Minor)
under Uniform Gifts to Minors Act__________________
(State)
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED,___________________________________ hereby SELLS, ASSIGNS AND
TRANSFERS UNTO _________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING
ZIP CODE, OF ASSIGNEE)
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(PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE)
___________________________________________________________(__________) shares
of beneficial interest of the Trust represented by this Certificate and do
hereby irrevocably constitute and appoint
_____________________________________________________________________ Attorney
to transfer the said shares on the books of the Trust, with full power of
substitution in the premises.
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Dated
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NOTICE: THE SIGNATURE TO THIS ASSIGNMENT
MUST CORRESPOND WITH THE NAME AS WRITTEN
UPON THE FACE OF THIS CERTIFICATE IN EVERY
PARTICULAR, WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE WHATEVER.
Signature(s) Guaranteed:
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THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN
ELIGIBLE GUARANTOR INSTITUTION (BANKS,
STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS
AND CREDIT UNIONS WITH MEMBERSHIP IN AN
APPROVED SIGNATURE GUARANTEE MEDALLION
PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.
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