<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 10, 1996
ATLANTIC REALTY TRUST
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
MARYLAND
- -------------------------------------------------------------------------------
(State or other jurisdiction of incorporation)
0-27562 13-3849655
- ----------------------------------- -----------------------------------
(Commission File Number) (IRS Employer 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
--------------------------
- -------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE> 2
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Businesses Acquired.
The registrant asserts that it is impracticable at this time to
provide the financial statements required by this Item 7. The registrant
intends to file all financial statements required by this item on or prior to
July 29, 1996.
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ATLANTIC REALTY TRUST
(Registrant)
Date: May 28, 1996 By: /s/Edwin R. Frankel
----------------------------------------
Edwin R. Frankel, Executive Vice
President, Chief Financial Officer and
Secretary
S-1
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequential
Exhibit Page No.
- -------------------------------------------------------------------------------------------------
<S> <C> <C>
99.1 Press Release of Registrant dated May 10, 1996
</TABLE>
<PAGE> 1
Exhibit 99.1
ATLANTIC REALTY TRUST
747 Third Avenue
New York, New York 10017
RPS REALTY TRUST
(NOW NAMED RAMCO-GERSHENSON PROPERTIES TRUST)
27600 Northwestern Highway, Suite 200
Southfield, Michigan 48034
FOR IMMEDIATE RELEASE
RPS REALTY TRUST AND ATLANTIC REALTY TRUST ANNOUNCE THE SPIN-OFF OF ATLANTIC
REALTY TRUST AND RELATED SHARE DISTRIBUTION
NEW YORK, NY, MAY 10, 1996 -- RPS REALTY TRUST (NOW NAMED RAMCO-GERSHENSON
PROPERTIES TRUST), A NEW YORK STOCK EXCHANGE LISTED REAL ESTATE INVESTMENT
TRUST, ANNOUNCED THAT, IN CONNECTION WITH TODAY'S CONSUMMATION OF THE RAMCO
ACQUISITION AND THE RELATED SPIN-OFF OF ITS WHOLLY-OWNED SUBSIDIARY, ATLANTIC
REALTY TRUST, EACH SHAREHOLDER OF RPS AS OF THE CLOSE OF BUSINESS TODAY IS
ENTITLED TO RECEIVE ONE SHARE OF ATLANTIC REALTY TRUST FOR EVERY EIGHT SHARES
OF RPS REALTY TRUST HELD BY SUCH SHAREHOLDER (WHICH, AFTER TAKING INTO ACCOUNT
THE IMPACT OF THE 1 FOR 4 REVERSE SPLIT ON RPS SHARES THAT HAS OCCURRED,
EFFECTIVE AS OF THE CLOSE OF BUSINESS TODAY, IN CONNECTION WITH THE RAMCO
ACQUISITION, EQUATES TO A DISTRIBUTION RATIO OF ONE SHARE OF ATLANTIC REALTY
TRUST FOR EVERY TWO SHARES OF RPS REALTY TRUST). THE DISTRIBUTION DATE OF SUCH
SHARES IS MAY 10, 1996, AND THE ATLANTIC SHARES ARE ANTICIPATED TO BE MAILED TO
SHAREHOLDERS ON OR ABOUT MAY 17, 1996.
THE SHARES OF ATLANTIC REALTY DISTRIBUTED TO RPS SHAREHOLDERS PURSUANT TO THE
RAMCO ACQUISITION HAVE BEEN APPROVED FOR INCLUSION ON THE NASDAQ SMALLCAP
MARKET UNDER THE SYMBOL "ATLRS", PROVIDED THAT SHARES OF ATLANTIC REALTY TRUST
WILL BE INCLUDED FOR QUOTATION UNDER THE TEMPORARY SYMBOL "ATLRV" DURING THE
"WHEN ISSUED" TRADING PERIOD.
IN ADDITION, RPS AND ATLANTIC ALSO ANNOUNCED THAT RPS HAS ACQUIRED THE HYLAN
PLAZA SHOPPING CENTER (WHICH INCLUDES APPROXIMATELY 349,000 SQUARE FEET OF
LEASEABLE SPACE LOCATED IN STATEN ISLAND, NEW YORK) IN CONNECTION WITH A
WORKOUT OF THE MORTGAGE HELD BY RPS FOR APPROXIMATELY $1.1 MILLION OVER THE
MORTGAGE HELD BY RPS, PLUS CLOSING COSTS. IN CONNECTION WITH TODAY'S
CONSUMMATION OF THE RAMCO ACQUISITION AND THE RELATED SPIN-OFF OF RPS'
WHOLLY-OWNED SUBSIDIARY, ATLANTIC REALTY TRUST, RPS TRANSFERRED THE HYLAN PLAZA
PROPERTY TO ATLANTIC REALTY TRUST.
MAJOR TENANTS AT THE HYLAN SHOPPING PLAZA INCLUDE, KMART, PATHMARK AND TOY-R-US.
FOR ADDITIONAL INFORMATION CONTACT:
EDWIN R. FRANKEL (212) 702-8561.
####
