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 No.:
.................................................................
3) Filing Party:
.................................................................
4) Date Filed:
.................................................................
701915.3
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<PAGE>
ATLANTIC REALTY TRUST
747 Third Avenue, 10th Floor
New York, NY 10017
April 21, 1998
Dear Shareholders:
You are cordially invited to attend the 1998 Annual Meeting of
Shareholders of Atlantic Realty Trust, to be held at 10:00 a.m., local time, on
Wednesday, May 20, 1998, at Battle Fowler LLP, 75 East 55th Street, New York, NY
10022. The attached Notice of Annual Meeting and Proxy Statement describe the
matters to be acted upon at the meeting. I urge you to review them carefully.
It is important that your shares be represented and voted at
the meeting. Whether or not you personally plan to attend the meeting, please
take a few moments now to sign, date and return the proxy in the enclosed
postage-paid envelope. This will not limit your right to vote in person should
you wish to attend the meeting. Regardless of the number of shares you own, your
presence by proxy is important to establish a quorum, and your vote is important
for proper corporate governance.
Thank you for your interest in Atlantic Realty Trust.
Sincerely,
/s/Joel M. Pashcow
-----------------------------------
Joel M. Pashcow
Chairman of the Board and President
701915.3
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<PAGE>
ATLANTIC REALTY TRUST
767 Third Avenue, 10th Floor
New York, New York 10017
--------------------
NOTICE OF 1998 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 20, 1998
--------------------
To the Shareholders of Atlantic Realty Trust:
Notice is hereby given that the 1998 Annual Meeting of Shareholders of
Atlantic Realty Trust (the "Trust") will be held at 10:00 a.m. on Wednesday, May
20, 1998, at the offices of Battle Fowler LLP, 75 East 55th Street, New York,
New York, in Conference Room 7A, to consider and act upon the following matters:
(1) To elect eight trustees to serve on the Board of Trustees of
the Trust until the next Annual Meeting of Shareholders and
until their successors are duly elected and qualified;
(2) To ratify 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, 1998; 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 15, 1998
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 of the Board and President
New York, New York
April 21, 1998
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.
701915.3
3
<PAGE>
ATLANTIC REALTY TRUST
747 THIRD AVENUE
NEW YORK, NEW YORK 10017
--------------------
PROXY STATEMENT
--------------------
1998 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 20, 1998
--------------------
INTRODUCTION
April 21, 1998
General
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Trustees of Atlantic Realty Trust (the "Trust") for
use at the 1998 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,
Conference Room 7A, on Wednesday, May 20, 1998 at 10:00 a.m. At the Meeting,
shareholders will be asked to consider and vote upon a proposal (1) to elect all
eight trustees to the Board of Trustees of the Trust, (2) to ratify the
selection of Deloitte & Touche LLP as the independent auditors of the Trust for
the fiscal year ending December 31, 1998, and (3) to act upon any other matters
properly brought before them.
This Proxy Statement and the accompanying Notice of Annual Meeting and
Proxy Card are first being sent to shareholders on or about April 20, 1998. The
Board of Trustees has fixed the close of business on April 15, 1998 as the
record date for the determination of shareholders entitled to notice of and to
vote at the Meeting (the "Record Date"). Only shareholders of record of the
Trust's shares of beneficial interest, $0.01 par value per share (the "Shares"),
at the close of business on the Record Date will be entitled to notice of and to
vote at the Meeting. As of the Record Date, there were 3,561,553 Shares
outstanding and entitled to vote at the Meeting. Holders of Shares outstanding
as of the close of business on the Record Date will be entitled to one vote for
each share held by them.
The presence, in person or by proxy, of holders of at least a majority
of the total number of outstanding Shares entitled to vote is necessary to
constitute a quorum for the transaction of business at the Meeting. The
affirmative vote of a plurality of all of the votes cast at the Meeting
(provided that a quorum is present) is required for the election of trustees.
For purposes of the election of trustees, abstentions will not be counted as
votes cast and will have no effect on the result of the vote. The affirmative
vote of a majority of all of the votes cast at the Meeting (provided that a
quorum is present) is necessary to approve the proposal to ratify the selection
of the Trust's auditors and to approve any other matters properly presented at
the Meeting. For purposes of the vote on the ratification of the selection of
the Trust's auditors, abstentions will not be counted as votes cast and will
have no effect on the result of the vote. Under Maryland law, abstentions and
broker non-votes are counted for purposes of determining the presence or absence
of a quorum at the Meeting.
Shareholders of the Trust are requested to complete, sign, date and
promptly return the accompanying Proxy Card in the enclosed postage-prepaid
envelope. Shares represented by a properly executed proxy received prior to the
vote at the Meeting and not revoked will be voted at the Meeting as directed on
the proxy. If a properly executed proxy is submitted and no instructions are
given, the proxy will be voted FOR the election of the nominees for the Board of
Trustees named in this Proxy Statement, and FOR ratification of the Board of
Trustees' selection of Deloitte & Touche LLP as the Trust's independent auditors
for the fiscal year ending December 31, 1998. It is not anticipated that any
matters other than those set forth in the Proxy Statement will be presented at
the Meeting. If other matters are presented, proxies will be voted in accordance
with the discretion of the proxy holders.
701915.3
1
<PAGE>
A shareholder of record may revoke a proxy at any time before it has
been exercised by filing a written revocation with the Secretary of the Company
at the address of the Company set forth above, by filing a duly executed proxy
bearing a later date, or by appearing in person and voting by ballot at the
Meeting. Any shareholder of record as of the Record Date attending the Meeting
may vote in person whether or not a proxy has been previously given, but the
presence (without further action) of a shareholder at the Meeting will not
constitute revocation of a previously given proxy. Any instrument of revocation
should be sent to Atlantic Realty Trust, 747 Third Avenue, New York, NY 10017,
Attention: Edwin R. Frankel.
The Company's 1997 Annual Report (the "Annual Report") is being mailed
to shareholders concurrently with this Proxy Statement. The Annual Report,
however, is not part of the proxy solicitation material. Additional copies of
the Annual Report or the Trust's Annual Report on Form 10-K for the year ended
December 31, 1997, may be obtained, without charge, by writing to the Trust,
Attention: Edwin R. Frankel.
PROPOSAL 1: ELECTION OF TRUSTEES
The Board of Trustees of the Trust consists of eight trustees. At the
Meeting, each of the eight trustees will be elected to serve on the Board of
Trustees until the Trust's annual meeting in 1999 or until his successor is duly
elected and qualified or until his earlier death, resignation or removal. The
Board of Trustees has nominated each of the persons listed under the caption
"Information Regarding Trustee Nominees" below to serve as trustees of the
Trust. Each of these nominees is currently serving as a trustee of the Trust.
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 the Board of Trustees. The Trust has no reason to believe that any of the
nominees is not available or will not serve as a trustee if elected.
Information Regarding Trustee Nominees
Set forth in the following table is certain information with respect to
each nominee nominated to serve as a trustee:
<TABLE>
<CAPTION>
Year First
Name of Trustee/ Became a
Nominee for Election Age Principal Occupation Trustee
<S> <C> <C> <C>
Joel M. Pashcow 55 Chairman and President of the Trust effective as of 1996
February 29, 1996. He has been a member of the
Bar of the State of New York since 1968. Chairman
of RPS Realty Trust ("RPS" and now Ramco-
Gershenson Properties Trust) , the predecessor of
the Trust, from inception (December 1988) through
May 1996. Mr. Pashcow is a graduate of Cornell
University and Harvard Law School. Mr. Pashcow
is also a trustee of Ramco-Gershenson Properties
Trust (f/k/a RPS) and Chairman of its Executive
Committee.
Herbert Liechtung 67 Private investor. President of RPS until February 1996
1996. Mr. Liechtung is also a trustee of Ramco-
Gershenson Properties Trust (f/k/a RPS).
701915.3
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<PAGE>
Year First
Name of Trustee/ Became a
Nominee for Election Age Principal Occupation Trustee
Edwin J. Glickman 65 Executive Vice President of Capital Lease 1996
Funding Corp. from January 1995 to December
1997, 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. He also served successively as
Executive Vice President, President and Vice
Chairman of Sybedon Corporation from 1977 to
1993, which is 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.
Stephen R. Blank 52 Managing Director of CIBC Oppenheimer Corp. 1996
("Oppenheimer") from 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 (f/k/a RPS).
Edward Blumenfeld 57 A principal of Blumenfeld Development Group, 1996
Ltd., a real estate development firm principally
engaged in the development of commercial
properties, since 1978.
701915.3
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<PAGE>
Year First
Name of Trustee/ Became a
Nominee for Election Age Principal Occupation Trustee
Samuel M. Eisenstat 58 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 the North European
Oil Royalty Trust. 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.
Arthur H. Goldberg 55 President of Manhattan Associates, LLC, a merchant 1996
and investment banking firm since February 1994.
Prior to that, Mr. Goldberg was Chairman of Reich
& Company, Inc. (f/k/a 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 (f/k/a RPS).
701915.3
4
<PAGE>
Year First
Name of Trustee/ Became a
Nominee for Election Age Principal Occupation Trustee
William A. Rosoff 54 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, where he was a partner from 1975
until 1996. 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.
</TABLE>
Recommendation of the Board of Trustees
The Board of Trustees of the Trust recommends a vote FOR each of Joel M.
Pashcow, Herbert Liechtung, Edwin J. Glickman, Stephen R. Blank, Edward
Blumenfeld, Samuel M. Eisenstat, Arthur H. Goldberg and William A. Rosoff as
trustees of the Trust to hold office until his successor is duly elected and
qualified or until his earlier death, resignation or removal.
Executive Officers
The following discussion sets forth the names, ages and business
histories of the executive officers of the Trust. Information concerning the
business experience of Mr. Pashcow is provided under the section caption
"Information Regarding Trustee Nominees."
Edwin R. Frankel (age 52) became an Executive Vice President and Chief
Financial Officer of the Trust in May 1996. Prior to joining the Trust in May
1996, Mr. Frankel was employed in a variety of positions with RPS, most recently
as its Senior Vice President and Chief Financial Officer.
701915.3
5
<PAGE>
THE BOARD OF TRUSTEES AND ITS COMMITTEES
Trustee Meetings. The business of the Trust is conducted under the
general management of its Board of Trustees as required by the Trust's Bylaws
and the laws of Maryland, the Trust's state of formation. There are presently
eight trustees. During the year ended December 31, 1997, the Board of Trustees
held seven meetings. All of the trustees, except for Stephen R. Blank (who
attended 50%), Arthur H. Goldberg (who attended 62.5%), and William A. Rosoff
(who attended 62.5%), attended at least 75% of the total number of meetings of
the Board of Trustees.
The Trust presently has an Audit Committee and a Disposition Committee
of its Board of Trustees. The Trust has no standing Nominating Committee or
Compensation Committee of its Board of Trustees, with the entire Board of
Trustees acting in such capacities. The Trust may, from time to time, form other
committees as circumstances warrant. Such committees will have the authority and
responsibility as delegated by the Board of Trustees.
Audit Committee. The Audit Committee was established on October 22,
1997, and consists of Messrs. Blank and Goldberg. The Audit Committee makes
recommendations concerning the engagement of independent public accountants,
reviews with the independent public accountants the plans and results of the
audit engagement, approves professional services provided by the independent
public accountants, reviews the independence of the independent public
accountants, considers the range of audit and non-audit fees and reviews the
adequacy of the Company's internal accounting controls. During 1997, the Audit
Committee had several discussions regarding the services of the independent
auditors, however no formal meetings of the Audit Committee were held.
Disposition Committee. The Disposition Committee consists of Messrs.
Blumenfeld, Glickman and Blank. The Disposition Committee makes recommendations
and helps to structure, with the cooperation of Management, the orderly
disposition of the Trust's assets. During 1997, the Disposition Committee
conducted ongoing discussions regarding the orderly disposition of the Trust's
remaining real estate assets, however, no formal meetings of the Disposition
Committee were held.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Trust's Board of Trustees determines compensation for the Trust's
sole executive officer that receives compensation from the Trust. Although Mr.
Pashcow , the Trust's Chairman and President, participates in these
deliberations, he is not compensated by the Trust for the services he provides
to the Trust. None of such persons had any relationships requiring disclosure
under applicable rules and regulations.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As of March 5, 1998, the following persons were known by the Trust to
be the beneficial owner of more than five percent of the Shares:
<TABLE>
<CAPTION>
Number of Shares Percent
Name of Beneficial Owner Beneficially Owned (1) of Class
- ------------------------ ---------------------- --------
<S> <C> <C>
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 *
701915.3
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<PAGE>
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%
Private Management Group, Inc. 541,236(8) 15.2%
an investment advisor
in a fiduciary capacity
Kimco Realty Corporation 314,098(9) 8.8%
Milton Cooper 496,979(10) 14.0%
Corbyn Investment Management, Inc. et al. 304,480(11) 8.5%
</TABLE>
- ----------------
* Less than 1% of class.
(1) All amounts are directly owned unless stated otherwise.
(2) Includes 25,890 Shares held in an individual retirement account (an
"IRA") for the benefit of Mr. Pashcow, a retirement savings plan, a
pension and profit sharing account and a money purchase plan. Also
includes 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.
(8) Beneficial ownership information is based on the Schedule 13D/A filed
by Private Management Group, Inc. with the Securities Exchange
Commission on January 15, 1998. The business address of the Private
Management Group, Inc. is 20 Corporate Park, Suite 400, Irvine,
California 92606
(9) Beneficial ownership information is based on the Schedule 13D/A filed
by Milton Cooper and Kimco Realty Corporation with the Securities and
Exchange Commission on June 11, 1997. The business address of Milton
Cooper and Kimco Realty Corporation is 3333 New Hyde Park Rd., New Hyde
Park, NY 11042.
(10) Beneficial ownership information is based on the Schedule 13D/A filed
by Milton Cooper and Kimco Realty Corporation with the Securities and
Exchange Commission on June 11, 1997, and information provided to the
Trust by Kimco Realty Corporation. The 496,979 shares include 29,824
shares owned by Mr. Cooper, which are beneficially owned with sole
voting and disposition power, and 464,028 shares for which Kimco Realty
Services, Inc. has shared voting and disposition power. The business
address of Milton Cooper and Kimco Realty Corporation is 3333 New Hyde
Park Rd., New Hyde Park, NY 11042.
(11) Beneficial ownership information is based on the Schedule 13G filed
with the Securities and Exchange Commission on January 8, 1998 by
Corbyn Investment Management, Inc., et. al. The 304,480 shares include
271,496 shares owned by Greenspring Fund, Inc., which are beneficially
owned with sole voting and disposition power, and 32,984 shares owned
by Corbyn Investment Management,
701915.3
7
<PAGE>
Inc., which are beneficially owned with sole voting and
disposition power. The business address of Corbyn Investment Management,
Inc., et. al. is Suite 108, 2330 W. Joppa Road, Lutherville, MD 21093.
MANAGEMENT COMPENSATION AND TRANSACTIONS
Mr. Pashcow receives no cash compensation for serving as an executive
officer of the Trust. Mr. Frankel receives compensation of approximately $79,000
per annum based on working two days per week, plus an additional amount on a per
diem basis at the same daily rate for any additional time spent working on Trust
matters. Except for Mr. Frankel, no other executive officer of the Trust
received total annual compensation in excess of $100,000 during any of the
Trust's three most recent fiscal years.
<TABLE>
<CAPTION>
Long Term Compensation
Annual Compensating Payouts
Awards
Other
Annual Restricted Securities All
Com- Stock Underlying LTIP Other
Name and pensation Award(s) Options/ Payouts Compen-
Principal Position Year Salary ($) Bonus ($) ($) ($) SARs ($) ($) sation
- ------------------ ---- ---------- --------- --- --- -------- --- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Edwin R. Frankel 1996 54,067 None None None None None None
Executive Vice
President and
Chief Financial
Officer
1997 100,672 None 7,122 None None None None
</TABLE>
TRUSTEE COMPENSATION
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 1997, Messrs. Edwin
Glickman and Edward Blumenfeld each received fees of $56,250 in connection with
services they provided to the Trust as members of the Disposition Committee. It
is expected that Messrs. Glickman and Blumenfeld will continue to be compensated
for the services that they provide to the Trust in their capacities as members
of the Disposition Committee.
REPORT ON EXECUTIVE COMPENSATION
All decisions regarding executive compensation were made by the Trust's
Board of Trustees. During 1997, the compensation payable to Edwin R. Frankel,
the Trust's Vice President and Chief Financial Officer, was based on an
understanding between the Trust and Mr. Frankel that Mr. Frankel would be paid
at an annual rate of $79,000, based upon a two day work week, plus an additional
amount on a per diem basis at the same daily rate in the event that the Trust
required Mr. Frankel's services for more than two days per week. The
compensation of Mr. Frankel is not based on or tied to the Trust's financial
performance. Mr. Pashcow served as the Trust's Chairman and President during
1997 without compensation.
Notwithstanding anything to the contrary set forth in any of the
Company's previous filings under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), that might
incorporate future filings, including this Proxy Statement, in whole or in part,
the following Stock Performance Graph and the Report of the Compensation
Committee on Executive Compensation shall not be incorporated by reference into
any such filings.
701915.3
8
<PAGE>
STOCK PERFORMANCE GRAPH
The following graph provides a comparison of the cumulative total
stockholder return for the period from May 10, 1996 (the date upon which the
Shares were issued) through December 31, 1997 (assuming reinvestment of any
dividends) among the Trust, the Standard & Poor's ("S&P") 500 Index and the
National Association of Real Estate Investment Trust Equity Index (the "NAREIT
Equity Index"). On the graph, total return equals appreciation in stock price
plus dividends paid. The Trust will provide upon request the names of the
companies included in the NAREIT Equity Index. The NAREIT Equity Index is
published monthly by the National Association of Real Estate Investment Trusts
("NAREIT") in its publication, REITWatch. The index is available to the public
upon request to NAREIT.
Atlantic Realty Trust
RELATIVE PERFORMANCE VS. NAREIT MORTGAGE AND EQUITY REIT INDICES
AND THE S&P 500
TOTAL RETURN INCLUDING THE REINVESTMENT OF DIVIDENDS
[PERFORMANCE GRAPH]
Relative Price Performance
Prices Indexed to 100
May 1996 - December 1997
<TABLE>
<CAPTION>
Atlantic Realty Trust Equity REIT Index Mortgage REIT Index S&P 500
<S> <C> <C> <C> <C>
May-96 100.00 100.00 100.00 100.00
Jun-96 103.08 100.16 102.44 100.23
Jul-96 104.62 100.02 103.53 95.64
Aug-96 113.85 103.20 109.03 97.44
Sep-96 115.38 104.76 111.05 102.72
Oct-96 116.92 107.11 117.28 105.40
Nov-96 121.54 111.08 122.26 113.14
Dec-96 124.62 124.66 127.76 110.70
Jan-97 133.08 122.72 132.43 117.49
Feb-97 130.77 121.73 136.22 118.19
Mar-97 133.08 121.13 121.69 113.15
Apr-97 135.38 116.48 126.21 119.76
May-97 141.54 119.76 134.61 126.78
Jun-97 144.62 125.13 138.87 132.28
Jul-97 144.62 128.22 142.03 142.62
Aug-97 146.15 127.20 140.58 134.43
Sep-97 146.15 138.18 139.02 141.57
Oct-97 147.69 133.58 133.47 136.69
Nov-97 154.62 135.72 131.08 142.78
Dec-97 149.23 138.35 124.18 145.03
</TABLE>
Note: Atlantic Realty Trust and S&P 500 data is sourced to Factset Database and
the REIT indexes are sourced to NAREIT.
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, 1997, all filing requirements applicable to its officers,
trustees and greater than ten percent beneficial owners were complied with.
PROPOSAL 2: RATIFICATION OF SELECTION
OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Trustees of the Trust, upon the recommendation of the
Audit Committee, has selected the accounting firm of Deloitte & Touche LLP to
serve as independent auditors of the Trust for the fiscal year ending December
31, 1998. Deloitte & Touche LLP has served as the Trust's independent auditors
since the Trust's formation in February 1996 and is considered by management of
the Trust to be well qualified. The Trust has been advised by that firm that
neither it nor any member thereof has any financial interest, direct or
indirect, in the Trust or any of its subsidiaries in any capacity. A
representative of Deloitte & Touche LLP will be present at the Meeting, will be
given the opportunity to make a statement if he or she so desires and will be
available to respond to appropriate questions.
Although the Trust is not required to submit the ratification of the
selection of its independent auditors to a vote of shareholders, the Board of
Trustees believes that it is a sound policy to do so. In the event that the
majority of the votes cast are against the selection of Deloitte & Touche LLP,
the trustees will consider the vote and the reasons therefor in future decisions
on the selection of independent auditors.
701915.3
9
<PAGE>
Recommendation of the Board of Trustees
The Board of Trustees recommends a vote FOR the proposal to ratify the
selection of Deloitte & Touche LLP as independent auditors of the Trust.
SOLICITATION OF PROXIES
The accompanying form of proxy is being solicited on behalf of the
Board of Trustees of the Trust. The expenses of solicitation of proxies for the
Meeting will be paid by the Trust. In addition to the mailing of the proxy
material, such solicitation may be made in person or by telephone by directors,
trustees and employees of the Trust, who will receive no additional compensation
therefor. Upon request, the Trust will reimburse brokers, dealers, banks and
trustees, or their nominees, for reasonable expenses incurred by them in
forwarding material to beneficial owners of Shares.
ADVANCE NOTICE BY-LAW
The By-Laws of the Trust provide that in order to nominate a candidate
for election as a member of the Board of Trustees at an annual meeting of
shareholders or to propose business for consideration at such meeting, notice
must be delivered to the Secretary of the Trust no more than 90 days nor less
than 60 days prior to the first anniversary of the preceding year's annual
meeting; provided, however, that if the 1999 annual meeting is advanced by more
than 30 days or delayed for more than 60 days from the date of the first
anniversary of the 1998 annual meeting, such written notice must be received by
the Trust not earlier than the 90th day prior to the date of the 1999 annual
meeting and not later than the later of the 60th day prior to such meeting or
the tenth day after the first public announcement of the date of such meeting.
SHAREHOLDER PROPOSALS
The Board of Trustees will provide for presentation of proposals by the
Trust's shareholders at its annual meeting of shareholders for 1999, provided
that such proposals are submitted by eligible shareholders who have complied
with the relevant regulations of the Securities and Exchange Commission
regarding shareholder proposals and the Trust's By-Laws, a copy of which is
available upon written request from the Secretary of the Trust. Shareholder
proposals intended to be submitted for presentation at the Trust's annual
meeting of shareholders for 1999 must be in writing and must be received by the
Trust at its executive offices on or before December 23, 1999 for inclusion in
the Trust's proxy statement and the form of proxy relating to the 1999 annual
meeting. Any such proposal should be mailed to: Atlantic Realty Trust, Inc., 747
Third Avenue, New York, New York, 10017, Attention: Edwin R. Frankel, Secretary.
OTHER MATTERS
The Board of Directors does not know of any matters other than those
described in this Proxy Statement that will be presented for action at the
Meeting. If other matters are presented, proxies will be voted in accordance
with the best judgment of the proxy holders.
BY ORDER OF THE BOARD OF TRUSTEES
Edwin R. Frankel
Secretary
New York, New York
April 21, 1998
701915.3
10
<PAGE>
ATLANTIC REALTY TRUST
PROXY SOLICITED BY THE BOARD OF TRUSTEES
Annual Meeting of Shareholders -- May 20, 1998
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 Wednesday, May 20, 1998, at
10:00 a.m. (the "1998 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 1998 Annual
Meeting with all powers possessed by those signing on the reverse side if
personally present at the 1998 Annual Meeting. Those signing on the reverse side
herby acknowledge receipt of the Notice of the 1998 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 1, 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.
1. Election of Trustees FOR [ ] WITHHELD [ ]
INSTRUCTIONS: To withhold authority to vote for individual nominee(s)
strike a line through each such nominee's name in the list at the
right. Your shares will be voted for the remaining nominee(s).
Nominees: Stephen R. Blank, Edward Blumenfeld, Samuel M. Eisenstat,
Edwin J. Glickman, Arthur H. Goldberg, Herbert Liechtung, Joel M.
Pashcow, William A. Rosoff
2. FOR [ ] AGAINST [ ] ABSTAIN [ ] 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, 1998
3. FOR [ ] AGAINST [ ] ABSTAIN [ ] To transact such other business as may
properly come before the meeting or any adjournment thereof.
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 the signature should be that of an authorized officer who
should state his or her title.
11
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