SCHEDULE 14A
(Rule 14a-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Atlantic Realty Trust
- - ------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- - ------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement to:
(3) Filing Party:
(4) Date Filed:
469471.1
<PAGE>
ATLANTIC REALTY TRUST
NOTICE OF 1997 ANNUAL MEETING OF SHAREHOLDERS
JUNE 9, 1997
--------------------
To the Shareholders of Atlantic Realty Trust:
Notice is hereby given that the 1997 Annual Meeting of Shareholders of
Atlantic Realty Trust (the "Trust") will be held at 3:00 p.m. on Monday, June 9,
1997, at the offices of Battle Fowler LLP, 75 East 55th Street, New York, New
York, in Conference Room 7A, to consider and take action upon the following
matters:
(1) To elect eight trustees to serve until the next annual meeting
of shareholders and until their successors are duly elected
and qualified;
(2) The ratification of the selection by the Board of Trustees of
the Trust of Deloitte & Touche LLP as the independent auditors
of the Trust for the fiscal year commencing January 1, 1997;
and
(3) The transaction of such other business as may properly come
before the meeting or any adjournment thereof.
Your Board of Trustees recommends a vote "FOR" each of the listed
nominees. The accompanying Proxy Statement contains additional information and
should be carefully reviewed by Shareholders.
The Board of Trustees has fixed the close of business on April 28, 1997
as the record date for the determination of Shareholders entitled to notice of
and to vote at the meeting and any adjournment thereof. A list of Shareholders
entitled to vote at the meeting will be available for examination by any
Shareholder, for any purpose germane to such meeting, during ordinary business
hours during the ten days prior to the meeting date, at the offices of the
Trust, 747 Third Avenue, New York, New York 10017.
By Order of the Board of Trustees
/s/Joel M. Pashcow
JOEL M. PASHCOW
Chairman, President and Trustee
New York, New York
April 30, 1997
ALL SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING. WHETHER
OR NOT YOU INTEND TO BE PRESENT, PLEASE COMPLETE, DATE, SIGN AND RETURN THE
ENCLOSED PROXY CARD IN THE STAMPED AND ADDRESSED ENVELOPE ENCLOSED FOR YOUR
CONVENIENCE. SHAREHOLDERS CAN HELP THE TRUST AVOID UNNECESSARY EXPENSE AND DELAY
BY PROMPTLY RETURNING THE ENCLOSED PROXY CARD. THE BUSINESS OF THE MEETING TO BE
ACTED UPON BY THE SHAREHOLDERS CANNOT BE TRANSACTED UNLESS AT LEAST A MAJORITY
OF THE OUTSTANDING SHARES OF BENEFICIAL INTEREST IS REPRESENTED AT THE MEETING.
462153.6
<PAGE>
ATLANTIC REALTY TRUST
747 THIRD AVENUE
NEW YORK, NEW YORK 10017
--------------------
PROXY STATEMENT
--------------------
ANNUAL MEETING OF SHAREHOLDERS
--------------------
INTRODUCTION
General
The accompanying form of proxy is solicited on behalf of the Board of
Trustees of Atlantic Realty Trust (the "Trust") for use at the 1997 Annual
Meeting of Shareholders of the Trust and at any adjournment or adjournments of
that meeting (the "Meeting") to be held at the offices of Battle Fowler LLP, 75
East 55th Street, New York, New York, in Conference Room 7A, on Monday, June 9,
1997 at 3:00 p.m. The Trust has first mailed these proxy materials to holders
(the "Shareholders") of shares of beneficial interest, $.01 par value (the
"Shares"), on or about April 30, 1997. The Trust's executive offices are located
at 747 Third Avenue, New York, New York 10017 (telephone: (212) 355-1255).
Shareholders of record at the close of business on April 28, 1997 (the "Record
Date") will be entitled to vote at the Meeting.
Proxies in the accompanying form which are properly executed and duly
returned to the Trust and not revoked will be voted as specified and, if no
direction is made, will be voted for the election of each of management's
nominees for re-election as Trustees and in favor of proposals 2 and 3. Each
proxy granted is revocable by the person giving such proxy and may be revoked at
any time prior to its exercise by giving notice to the Trust of its revocation.
A Shareholder who attends the Meeting in person may, if he wishes, vote by
ballot at the Meeting, thereby cancelling any proxy previously given by such
Shareholder.
As of April 28, 1997, approximately 3,561,553 Shares of the Trust were
outstanding, with each Share entitled to one vote on all matters that may come
before the Meeting.
ELECTION OF TRUSTEES
At the Meeting, all of the Trustees are to be elected. It is intended
that votes will be cast pursuant to proxies received from Shareholders of the
Trust FOR the nominees listed hereinafter, all of whom are presently Trustees of
the Trust, unless contrary instructions are received.
If for any reason any of the nominees becomes unavailable for election,
the proxies solicited will be voted for such substitute nominees as are selected
by management. Management has no reason to believe that any of the nominees is
not available or will not serve if elected. The election of
462153.6
<PAGE>
each Trustee will be decided by a plurality of the Shares present in person or
represented by proxy and entitled to vote at the Meeting.
Set forth in the following table is certain information with respect
to each nominee nominated to serve as a Trustee and with respect to a
significant employee of the Trust who is not a nominee nominated to serve as a
Trustee:
<TABLE>
<CAPTION>
Year First
Name of Trustee/ Became a
Nominee for Election Age Principal Occupation Trustee(1)
<S> <C> <C> <C>
Joel M. Pashcow 54 Chairman and President of the Trust effective as of 1996
February 26, 1996. He has been a member of the Bar
of the State of New York since 1968. Chairman of
RPS Realty Trust ("RPS"), the predecessor of the
Trust, from inception (December 1988) through May
1996. He is a graduate of Cornell University and
the Harvard Law School. Mr. Pashcow is also a
trustee of Ramco-Gershenson Properties Trust and
Chairman of its Executive Committee (formerly RPS).
Herbert Liechtung 66 Private investor. President of RPS until February 1996
1996. After the Distribution, Mr. Liechtung
became a trustee of Ramco-Gershenson Properties
Trust.
</TABLE>
462153.6
2
<PAGE>
<TABLE>
<CAPTION>
Year First
Name of Trustee/ Became a
Nominee for Election Age Principal Occupation Trustee(1)
<S> <C> <C> <C>
Edwin J. Glickman 64 Executive Vice President of Capital Lease Funding 1996
Corp. since January 1995, which is a company
engaged in commercial real estate lending. Prior
to that, Mr. Glickman was President of the Glickman
Organization, Inc. ("Glickman") from January 1992
to December 1994. Glickman conducted real estate
investment consulting services and real estate
financial services, including mortgage brokerage,
arranging joint ventures and equity financing.
Prior to that, Mr. Glickman was Chairman of
the Executive Committee of Schoenfeld Glickman
Maloy Inc. from May 1989, a company that
conducted real estate financial services, including
mortgage brokerage, arranging joint ventures and
equity financing. Also Vice Chairman of Sybedon
Corporation from 1977 to 1993, a company that
conducted real estate financial services, including
mortgage brokerage, arranging joint ventures and
equity financing. In all positions, Mr. Glickman
has been engaged in real estate financial services,
including mortgage brokerage, arranging joint
ventures and equity financing.
</TABLE>
462153.6
3
<PAGE>
<TABLE>
<CAPTION>
Year First
Name of Trustee/ Became a
Nominee for Election Age Principal Occupation Trustee(1)
<S> <C> <C> <C>
Stephen R. Blank 51 Managing Director of Oppenheimer & Co., Inc. since 1996
November 1, 1993. Prior to joining Oppenheimer,
Mr. Blank was a Managing Director, Real Estate
Corporate Finance, of Cushman & Wakefield,
Inc. for four years. Prior to that, Mr. Blank
was associated for ten years with Kidder, Peabody
& Co. Incorporated as a Managing Director of the
firm's Real Estate Group. Mr. Blank graduated from
Syracuse University in 1967 and was awarded a
Masters Degree in Business Administration (Finance
Concentration) by Adelphi University in 1971. He
is a member of the Urban Land Institute and the
American Society of Real Estate Counselors. He has
lectured before the Practicing Law Institute, the
New York University Real Estate Institute, the
Urban Land Institute and the International Council
of Shopping Centers. He is a trustee of the
Crohn's & Colitis Foundation of America, Inc.
Mr. Blank is also a trustee of Ramco-Gershenson
Properties Trust.
Edward Blumenfeld 56 A principal of Blumenfeld Development Group, 1996
Ltd., a real estate development firm principally
engaged in the development of commercial properties,
since 1978.
Samuel M. Eisenstat 59 Engaged in the private practice of law for more 1996
than five years. Mr. Eisenstat serves as a director
of various mutual funds managed by Sun America
Asset Management and of UMB Bank & Trust Co.
Mr. Eisenstat received a B.S. degree from New
York University School of Commerce in 1961 and
graduated from New York University School of
Law.
</TABLE>
462153.6
4
<PAGE>
<TABLE>
<CAPTION>
Year First
Name of Trustee/ Became a
Nominee for Election Age Principal Occupation Trustee(1)
<S> <C> <C> <C>
Arthur H. Goldberg 54 President of Manhattan Associates, LLC, a merchant 1996
and investment banking firm since February 1994.
Prior to that, Goldberg was Chairman of Reich &
Company, Inc. (formerly, Vantage Securities, Inc.),
a securities brokerage and investment brokerage
firm from January 1990 to December 1993. Mr. Goldberg
was employed by Integrated Resources, Inc. from its
inception in December 1968, as President and Chief
Operating Officer from May 1973 and as Chief Executive
Officer from February 1989 until January 1990. On
February 13, 1990, Integrated Resources, Inc. filed
a voluntary petition for reorganization under Chapter 11
of the United States Bankruptcy Code. Mr. Goldberg
has been a member of the Bar of the State of New
York since 1967. He is a graduate of New York
University School of Commerce and its School of Law.
Mr. Goldberg is also a trustee of Ramco-Gershenson
Properties Trust.
</TABLE>
462153.6 5
<PAGE>
<TABLE>
<CAPTION>
Year First
Name of Trustee/ Became a
Nominee for Election Age Principal Occupation Trustee(1)
<S> <C> <C> <C>
William A. Rosoff 53 Vice Chairman of Advanta Corporation, a financial 1996
services company, since January 1996. Prior
thereto, Mr. Rosoff was associated with the law
firm of Wolf, Block, Schorr and Solis-Cohen since
1969, a partner since 1975. Mr. Rosoff is a past
chairman of that firm's Executive Committee and is
a past chairman of its tax department. Mr. Rosoff
serves on the Legal Activities Policy Board of Tax
Analysts, the Advisory Board for Warren, Gorham
and Lamont's Journal of Partnership Taxation, and
has served on the Tax Advisory Boards of
Commerce Clearing House, and Little, Brown and
Company. Mr. Rosoff also serves on the Advisory
Group for the American Law Institute's ongoing
Federal Income Tax Project; as a consultant for the
ALI's current study of the Taxation of Pass
Through Entities. He is a fellow of the American
College of Tax Counsel. Mr. Rosoff is Chairman
of the Board of RMH Teleservices, Inc.
Mr. Rosoff serves as a member of the Board of
Directors of the Philadelphia Chapter of the
American Jewish Congress and is a member of the
Board of Regents of the Philadelphia chapter of the
American Society for Technion. Mr. Rosoff earned
a B.S. degree with honors from Temple University
in 1964, and earned an L.L.B. magna cum laude
from the University of Pennsylvania Law School in
1967.
Non-Trustee Executive 51 Since the inception of the Trust, Mr. Frankel has
Officer: served as its Executive Vice President and Chief
Edwin R. Frankel Financial Officer. Prior to such time and since its
inception in 1988, Mr. Frankel was employed by
RPS, a real estate investment trust, most recently as
a Senior Vice President and Treasurer.
</TABLE>
462153.6
6
<PAGE>
Set forth below is information as to the Shares beneficially owned as
of March 10, 1997 by each of the Trustees, each of the executive officers
included in the Summary Compensation Table below and all Trustees and executive
officers as a group, based on information furnished by each Trustee and
executive officer.
Name of Trustee/ Shares Owned Percent of
Executive Officer Beneficially(1) Class
Joel M. Pashcow............................ 93,154(2) 2.62%
Herbert Liechtung.......................... 11,906(3) *
Arthur H. Goldberg......................... 24,487(4) *
William A. Rosoff.......................... 125(5) *
Stephen R. Blank........................... 981(6) *
Edward Blumenfeld.......................... 125 *
Samuel M. Eisenstat........................ 1,125(7) *
Edwin J. Glickman.......................... 0 *
Edwin R. Frankel........................... 0 *
All Trustees and
Executive Officers as a group (9 persons).. 130,903 3.68%
- - ----------------
* Less than 1% of class.
(1) All amounts are directly owned unless stated otherwise.
(2) Includes 25,890 Shares held in an IRA account for the benefit of
Mr. Pashcow, a retirement savings plan, a pension and profit sharing
account and a money purchase plan, 47,662 Shares owned by an irrevocable
trust of which Mr. Pashcow is a trustee, an irrevocable trust for his
daughter and a foundation of which Mr. Pashcow is trustee (for all of
which trusts Mr. Pashcow has shared voting and investment powers). Mr.
Pashcow disclaims beneficial ownership of the Shares owned by the
foundation and each of the trusts.
(3) Includes 11,906 Shares held in an IRA account for the benefit of
Mr. Liechtung and a retirement savings plan.
(4) Includes 19,563 Shares owned by Mr. Goldberg's wife, 1,875 Shares owned
by trusts for his daughters and 3,050 Shares owned by a pension trust.
Mr. Goldberg disclaims beneficial ownership of the Shares owned by his
wife and the trusts for his daughters.
(5) Includes 125 Shares held by Mr. Rosoff as trustee for his sister, Barbara
Rosoff, pursuant to a trust indenture dated December 30, 1991.
(6) Includes 706 Shares owned by trusts for Mr. Blank's daughters and 275
Shares held in an IRA account for the benefit of Mr. Blank. Mr. Blank
disclaims beneficial ownership of the Shares owned by the trusts for his
daughters.
(7) Includes 125 Shares held in an IRA account for which Mr. Eisenstat has
sole voting and investment power.
There are no family relationships between any Trustee or executive officer
and any other Trustee or executive officer of the Trust. Steven Liechtung, the
son of Herbert Liechtung, has recently served as a consultant to the Trust.
462153.6
7
<PAGE>
The Trust has an Audit Committee which is presently comprised of Messrs.
Blumenfeld, Eisenstat and Goldberg. The Audit Committee's duties include meeting
with management and the Trust's independent accountants to determine the
adequacy of internal controls and other financial reporting matters. The Audit
Committee held no meetings during 1996.
The Trust also has a Disposition Committee which is presently comprised of
Messrs. Blank, Blumenfeld and Glickman. The Disposition Committee's duties
include arranging for the orderly liquidation of the Trust's properties and real
estate related assets. During 1996, Messrs. Glickman and Blumenfeld received
fees of $80,000 and $45,000 respectively in connection with services they
provided to the Trust as Members of the Disposition Committee. Although the
Disposition Committee held no meetings during 1996, it provides the Board with
written reports which are discussed at meetings of the Board.
The Trust does not have a Nominating Committee.
The Trust had no compensation committee; however, all of the Trustees
participated in deliberations of the Trust's Board of Trustees concerning
executive officer compensation.
During the year ended December 31, 1996, the Board of Trustees held six
meetings. All of the Trustees, except for Stephen R. Blank (who attended 66%),
attended at least 75% of the aggregate of (i) the total number of meetings of
the Board of Trustees and (ii) the total number of meetings held by all
committees on which such Trustee served.
462153.6
8
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
As of March 10, 1997, the following persons were known by the Trust to be
the beneficial owner of more than five percent of the Shares:
Amount and Nature Percent
Name and Address of Beneficial of Class
of Beneficial Owner Ownership*
Ryback Management Corp. 387,799* 10.9%
and/or Lindner Shares owned as
Investment Series Trust, fiduciary with sole
in a fiduciary capacity voting and disposition
for Lindner Growth Fund power
c/o Ryback Management
Corporation
7711 Carondelet Avenue,
Box 16900,
St. Louis, Missouri 63105
Private Management Group, Inc. 404,295* 11.4%
an investment advisor
in a fiduciary capacity
20 Corporate Park, Suite 400
Irvine, California 92606
Kimco Realty Corporation 347,035** 9.7%
Milton Cooper +
3333 New Hyde Park Rd.
New Hyde Park, NY 11042
- - ----------------
* Based upon Schedule 13D and Schedule 13G filings with the Securities and
Exchange Commission.
** Based upon a Schedule 13D/A filing with the Securities and Exchange
Commission and information provided to the Trust by Kimco Realty
Corporation.
+ Includes 314,084 Shares which are beneficially owned by Kimco Realty
Corporation with sole voting and disposition power, and 36,078 Shares
are beneficially owned by Milton Cooper and with respect to which Mr.
Cooper has sole voting and disposition power.
462153.6
9
<PAGE>
MANAGEMENT COMPENSATION AND TRANSACTIONS
Mr. Pashcow receives no cash compensation for serving as an executive
officer of the Trust. Mr. Frankel receives compensation at the rate of $60,000
per annum based on a two day work week, plus an additional amount on a per diem
basis at the same daily rate, for serving as Executive Vice President, Chief
Financial Officer and Secretary of the Trust.
SUMMARY COMPENSATION TABLE
Long Term Compensation
Annual Compensation Awards Payouts
Other
Annual Restricted
Name and Compen- Stock Underlying LTIP
Principal Position* Year Salary Bonus sation Award(s) Options/ Payouts
($) ($) ($) ($) SAR ($) ($)
Edwin R. Frankel 1996 54,067 -- -- -- -- --
Executive Vice
President, Chief
Financial Officer
and Secretary
* No other individual received compensation in excess of $100,000.
462153.6
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<PAGE>
Compensation of Trustees
The Trustees do not receive any compensation for serving as Trustees and
likewise do not receive any compensation for attending meetings or for serving
on any committees of the Board of Trustees; however, Trustees do receive
reimbursement of travel and other expenses and other out-of-pocket disbursements
incurred in connection with attending any meetings. During 1996, Messrs.
Glickman and Blumenfeld received fees of $80,000 and $45,000 respectively in
connection with services they provided to the Trust as members of the
Disposition Committee.
Atlantic Realty Trust
RELATIVE PERFORMANCE VS. NAREIT MORTGAGE AND EQUITY REIT INDICES
AND THE S&P 500
TOTAL RETURN INCLUDING THE REINVESTMENT OF DIVIDENDS
<TABLE>
<CAPTION>
Company/Index Name May 96 June 96 Jul 96 Aug 96 Sep 96 Oct 96 Nov 96 Dec 96
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ATLRS $ 8.12 $ 8.37 $ 8.50 $ 9.25 $ 9.37 $ 9.50 $ 9.87 $ 10.12
EQUITY REIT INDEX 236.70 239.07 238.74 246.35 250.07 255.67 265.14 291.57
MORTGAGE REIT INDEX 19.27 19.74 19.95 21.01 21.40 22.60 23.56 24.62
S&P 500 669.12 672.40 639.95 651.99 687.31 705.27 757.02 740.74
</TABLE>
SOURCE: FACTSET SECURITY PRICE HISTORY REPORT, IDD INFORMATION SERVICES, AND
NAREIT
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Trust's officers, executive officers and Trustees and persons who own more
than ten percent of a registered class of the Trust's equity securities to file
reports of ownership and changes in ownership with the Securities and Exchange
Commission (the "Commission"). Officers, Trustees and greater than ten percent
Shareholders are required by regulation of the Commission to furnish the Trust
with copies of all Section 16(a) forms they file.
Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons that no Forms 5 were
required for those persons, the Trust believes that, during the fiscal year
ended December 31, 1996, all filing requirements applicable to its officers,
Trustees and greater than ten percent beneficial owners were complied with.
462153.6
11
<PAGE>
INDEPENDENT PUBLIC ACCOUNTANTS
The firm of Deloitte & Touche LLP has been appointed as independent
auditors for the Trust by the Trust's Board of Trustees to examine and report on
financial statements for the fiscal year ending December 31, 1997, which
appointment will be submitted to Shareholders for ratification at the Meeting.
Deloitte & Touche LLP audited and reported on the Trust's financial statements
for the fiscal year ended December 31, 1996. Representatives of that firm are
expected to be present at the Meeting, with the opportunity to make a statement
if they desire to do so, and to be available to respond to appropriate
questions. The affirmative vote of a majority of the Shares present and entitled
to vote at the Meeting is required to ratify appointment of the independent
auditors.
Submission of the appointment of the auditors to the Shareholders for
ratification will not limit the authority of the Board of Trustees to appoint
another accounting firm to serve as independent auditors if the present auditors
resign or their engagement is otherwise terminated. If the Shareholders do not
ratify the appointment of Deloitte & Touche LLP at the Meeting, Management
intends to call a special meeting of Shareholders to be held as soon as
practicable after the Meeting to ratify the appointment of another independent
public accounting firm as independent auditors for the Trust.
DEADLINE FOR SUBMISSION OF SHAREHOLDERS' PROPOSALS
FOR THE 1998 ANNUAL MEETING
Any proposal by a Shareholder of the Trust intended to be presented at the
1998 annual meeting must be received by the Secretary of the Trust at the
Trust's principal executive office for inclusion in the Trust's proxy statement
and form of proxy relating to that meeting not later than April 10, 1998 for
inclusion in the Trust's proxy statement and form of proxy relating to that
meeting. Any such proposal must also comply with other requirements of the proxy
solicitation rules of the Commission.
VOTING PROCEDURES
Trustees are elected by a plurality of the votes cast at the Annual
Meeting. Only Shares that are voted in favor of a particular nominee will be
counted toward such nominee's achievement of a plurality. Shares present at the
Meeting that are not voted for a particular nominee or Shares present by proxy
where the Shareholder properly withheld authority to vote for such nominee
(including broker non-votes) will not be counted toward such nominee's
achievement of a plurality.
ANNUAL REPORT ON FORM 10-K
The Trust's Annual Report for the year ended December 31, 1996, which
includes the Trust's Annual Report on Form 10-K for the year ended December 31,
1996, as filed with the Securities and Exchange Commission, except for exhibits,
is being mailed to Shareholders with the mailing of this Notice and Proxy
Statement.
462153.6
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<PAGE>
OTHER BUSINESS AND EXPENSE OF SOLICITATION
Management does not know of any other matters to be brought before the
Meeting except those set forth in the notice thereof. If other business is
properly presented for consideration at the Meeting, it is intended that the
proxies will be voted by the persons named therein in accordance with their
judgment on such matters. Proxies are being solicited on behalf of the Board of
Trustees by use of the mail. The cost of preparing this Proxy Statement and all
other costs in connection with this solicitation of proxies for the Annual
Meeting is being borne by the Trust.
Your cooperation in giving this matter your immediate attention and in
returning your proxies promptly will be appreciated.
By Order of the Board of Trustees
/s/Joel M. Pashcow
JOEL M. PASHCOW
Chairman, President and Trustee
April 30, 1997
THE BOARD OF TRUSTEES ENCOURAGES SHAREHOLDERS TO ATTEND THE MEETING.
WHETHER OR NOT YOU PLAN TO ATTEND, YOU ARE URGED TO COMPLETE, DATE, SIGN AND
RETURN THE ENCLOSED PROXY IN THE ACCOMPANYING ENVELOPE. A PROMPT RESPONSE WILL
GREATLY FACILITATE ARRANGEMENTS FOR THE MEETING AND YOUR COOPERATION WILL BE
APPRECIATED. SHAREHOLDERS WHO ATTEND THIS MEETING MAY VOTE THEIR SHARES
PERSONALLY EVEN THOUGH THEY HAVE SENT IN THEIR PROXIES.
462153.6
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<PAGE>
ATLANTIC REALTY TRUST
PROXY SOLICITED BY THE BOARD OF TRUSTEES
ANNUAL MEETING OF SHAREHOLDERS - JUNE 9, 1997
Those signing on the reverse side, revoking any prior proxies, hereby
appoint(s) Edwin R. Frankel and Joel M. Pashcow, and each of them (with full
power to act without the other), with full power of substitution, as proxies for
those signing on the reverse side of this card to attend the Annual Meeting of
Shareholders of the Company to be held on Monday, June 9, 1997, at 3:00 p.m.
(the "1997 Annual Meeting"), and any adjournment or postponement thereof, to
cast on behalf of those signing on the reverse side all votes that those signing
on the reverse side are entitled to cast at the 1997 Annual Meeting and
otherwise to represent those signing on the reverse side at the 1997 Annual
Meeting with all powers possessed by those signing on the reverse side if
personally present at the 1997 Annual Meeting. Those signing on the reverse side
hereby acknowledge receipt of the Notice of the 1997 Annual Meeting and of the
accompanying Proxy Statement and revoke any proxy heretofore given with respect
to such meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
BY THE UNDERSIGNED SHAREHOLDER(S). IF NO OTHER INDICATION IS MADE, THE PROXIES
SHALL VOTE "FOR" PROPOSAL NUMBERS, 2 AND 3.
A VOTE FOR THE TRUSTEE NOMINEES AND FOR PROPOSAL NUMBERS 2 AND 3 IS
RECOMMENDED BY THE BOARD OF TRUSTEES.
PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN
ENCLOSED ENVELOPE.
486137.1
<PAGE>
<TABLE>
<CAPTION>
X Please mark your
votes as in this
example.
For all Withhold authority
nominees to vote for all FOR AGAINST ABSTAIN
listed nominees listed
at right at right
<S> <C> <C>
1. ELECTION OF Nominees: Stephen R. Blank 2. Ratification of the selection by the
TRUSTEES Edward Blumenfeld Board of Trustees of the Trust of
------ -------- Samuel M. Eisenstal Deloitte & Touche LLP as the i
Edwin J. Glickman independent auditors of the Trust
Arthur H. Goldberg for the fiscal year commencing
Herbert Liechtung January 1, 1997.
INSTRUCTIONS: To withhold authority to vote for Joel M. Pashcow
individual nominee(s) strike a line through each such William A. Rosoff 3. To transact such other business as
nominee's name in the list at the right. Your shares may properly come before the
will be voted for the remaining nominee(s). meeting or any adjournment
Please read the reverse side of this card.
PLEASE SIGN, DATE AND RETURN THE PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY
COMMENTS?
SIGNATURE ________________________________ DATE ______________ SIGNATURE ____________________________________ DATE _______________
NOTE: Please sign this proxy exactly as your name appears hereon. Joint owners should each sign personally. Trustees and other
fiduciaries should indicate the capacity in which they sign. If a corporation or partnership, this signature should be that
of an authorized officer who should state his or her title.
</TABLE>
486137.1
