<PAGE> 1
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:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(c)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
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:
------------------------------------------------------------------------
<PAGE> 2
ATLANTIC REALTY TRUST
747 THIRD AVENUE, 10TH FLOOR
NEW YORK, NY 10017
APRIL 16, 1999
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 19, 1999, at the offices of 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
<PAGE> 3
ATLANTIC REALTY TRUST
767 THIRD AVENUE, 10TH FLOOR
NEW YORK, NEW YORK 10017
------------------------
NOTICE OF 1999 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 19, 1999
------------------------
To the Shareholders of Atlantic Realty Trust:
Notice is hereby given that the 1999 Annual Meeting of Shareholders of
Atlantic Realty Trust (the "Trust") will be held at 10:00 a.m. on Wednesday, May
19, 1999, 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, 1999; 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, 1999 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 16, 1999
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.
<PAGE> 4
ATLANTIC REALTY TRUST
747 THIRD AVENUE
NEW YORK, NEW YORK 10017
------------------------
PROXY STATEMENT
------------------------
1999 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 19, 1999
------------------------
INTRODUCTION
April 16, 1999
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 1999 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 19, 1999 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, 1999, 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 19, 1999. 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, 1999. 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.
<PAGE> 5
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 1998 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,
1998, 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 2000 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................ 56 Chairman and President of the Trust since its 1996
inception on 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.............. 68 Private investor since February 1996. President of 1996
RPS until February 1996. Mr. Liechtung is also a
trustee of Ramco-Gershenson Properties Trust (f/k/a
RPS).
</TABLE>
2
<PAGE> 6
<TABLE>
<CAPTION>
YEAR FIRST
NAME OF TRUSTEE/ BECAME A
NOMINEE FOR ELECTION AGE PRINCIPAL OCCUPATION TRUSTEE
- -------------------- --- ---------------------------------------------------- ----------
<S> <C> <C> <C>
Edwin J. Glickman.............. 66 Executive Vice President of Capital Lease Funding 1996
Corp. from January 1995 to present, 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............... 53 Senior Fellow, Finance of the Urban Land Institute 1996
("ULI"). Prior to joining the ULI in December, 1998,
Mr. Blank was a Managing Director of CIBC
Oppenheimer Corp. ("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 ULI 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.............. 58 A principal of Blumenfeld Development Group, Ltd., a 1996
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 than 1996
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.
</TABLE>
3
<PAGE> 7
<TABLE>
<CAPTION>
YEAR FIRST
NAME OF TRUSTEE/ BECAME A
NOMINEE FOR ELECTION AGE PRINCIPAL OCCUPATION TRUSTEE
- -------------------- --- ---------------------------------------------------- ----------
<S> <C> <C> <C>
Arthur H. Goldberg............. 56 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).
William A. Rosoff.............. 55 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 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 53) became an Executive Vice President and Chief
Financial Officer of the Trust in May 1996. From 1988 to May 1996, Mr. Frankel
was employed in a variety of positions with RPS, most recently as its Senior
Vice President and Chief Financial Officer.
4
<PAGE> 8
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, 1998, the Board of Trustees held
one formal meeting, from which Messrs. Rosoff, Blank and Liechtung were absent.
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. The Audit Committee did
not hold any formal meetings during 1998.
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 1998, 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
Shown below is certain information as of March 9, 1999, with respect to the
beneficial ownership of Shares by each Trustee, executive officer and each
person known to the Trust to beneficially hold more than 5% 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 *
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. an investment advisor in a
fiduciary capacity........................................ 692,055(8) 19.43%
</TABLE>
5
<PAGE> 9
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENT
NAME OF BENEFICIAL OWNER BENEFICIALLY OWNED(1) OF CLASS
- ------------------------ --------------------- --------
<S> <C> <C>
Kimco Realty Corporation.................................... 314,098(9) 8.8%
Milton Cooper............................................... 496,979(10) 14.0%
Gotham Partners, L.P., et al................................ 224,011(11) 6.33%
Magten Asset Management Corp................................ 205,100(12) 5.8%
</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 20, 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 May 1, 1998. 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 May 1, 1998, 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., of which
Mr. Cooper owns 60% of the outstanding voting common stock, 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 20, 1999 by Gotham
Partners, L.P. (the "LP"), Gotham International Advisors, L.L.C. (the
"LLC") and Gotham Partners III, L.P. ("III LP"). Of the 224,011 shares
beneficially owned by this group, 191,069 are solely owned by the LP,
30,300 shares are solely owned by the LLC and 2,642 shares are solely owned
by III LP. Gotham LLC serves as the investment manager to Gotham Partners
International, Ltd., which has an address c/o Goldman Sachs (Cayman) Trust,
Limited, Harbour Centre, 2nd Floor, P.O. Box 896, George Town, Grand
Cayman, Cayman Islands, British West Indies. The business address of the
LP, the LLC and III LP is 110 East 42nd Street, 18th Floor, New York, NY
10017.
6
<PAGE> 10
(12) Beneficial ownership information is based on the Schedule 13G filed with
the Securities and Exchange Commission on January 12, 1999 by Magten Asset
Management Corp. Of the 205,100 shares beneficially owned, 100,500 shares
are owned with shares power to vote or direct the vote of such shares and
all 205,100 shares are owned with shared power to dispose or direct the
disposition of such shares. The business address of Magten Asset Management
Corp. is 35 East 21st Street, New York, NY 10010.
MANAGEMENT COMPENSATION AND TRANSACTIONS
Mr. Pashcow receives no cash compensation for serving as an executive
officer of the Trust. Except for Mr. Frankel, no other executive officer of the
Trust received total annual compensation in excess of $100,000 during any of the
Trust's three most recent fiscal years.
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
---------------------------------------------------------
ANNUAL COMPENSATING
AWARDS
---------------------- PAYOUTS
OTHER --------------------------------
ANNUAL RESTRICTED SECURITIES ALL
COM- STOCK UNDERLYING LTIP OTHER
SALARY BONUS PENSATION AWARD(S) OPTIONS/ PAYOUTS COM-
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($) ($) SARS ($) ($) PENSATION
- --------------------------- ---- ---------- ----- --------- ---------- ---------- ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Edwin R. Frankel*........ 1996 54,067 None None None None None None
Executive Vice 1997 100,672** None 7,122 None None None None
President and Chief 1998 146,634 None 3,762*** None None None None
Financial Officer
</TABLE>
- ---------------
* No other executive officer received compensation in excess of $100,00.
** In 1997, Mr. Frankel received 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.
*** Includes approximately $1,000 in imputed interest under a loan extended from
the Trust to Mr. Frankel under his employment agreement described below. See
"Report on Executive Compensation."
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 1998, Messrs. Edwin
Glickman and Edward Blumenfeld each received fees of $64,000 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 1998, the compensation payable to Edwin R. Frankel,
the Trust's Executive Vice President, Chief Financial Officer and Secretary, was
received pursuant to an employment agreement entered into between the Trust and
Mr. Frankel on June 11, 1998 (the "Frankel Employment Agreement"). The Frankel
Employment Agreement provides for a base salary of $158,000 (as adjusted from
time to time, the "Base Salary") per annum. The term of the Frankel Employment
Agreement is from June 11, 1998 until the date of a "change of control" of the
Trust (as defined in the Frankel Employment Agreement) unless earlier terminated
by either Mr. Frankel or the Trust upon written notice. The Frankel Employment
Agreement also provides that Mr. Frankel will be entitled to a one-time payment
upon the liquidation of the Trust or a Change of Control of 150% of Mr.
Frankel's Base Salary as in effect at such time. In addition, the Frankel
Employment Agreement
7
<PAGE> 11
provides for a loan in the principal amount of $37,500, which loan is evidenced
by a promissory note, dated June 11, 1998, made by Mr. Frankel in favor of the
Trust (the "Frankel Note"). The Frankel Note will be canceled upon the
occurrence of certain conditions, including a Change of Control or liquidation
of the Trust. Mr. Pashcow served as the Trust's Chairman and President during
1998 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.
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, 1998 (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.
Period Ending
- --------------------------------------------------------------------------------
Index 5/14/96 6/30/96 12/31/96 3/31/97 6/30/97 9/30/97
- --------------------------------------------------------------------------------
Atlantic Realty Trust 100.00 98.53 123.65 132.05 143.49 145.02
S&P 500 100.00 101.05 112.77 115.80 136.01 146.20
NAREIT All Equity REIT Index 100.00 102.56 130.92 131.89 138.72 155.64
- -----------------------------------------------------------------------
Index 12/31/97 3/31/98 6/30/98 9/30/98 12/31/98
- -----------------------------------------------------------------------
Atlantic Realty Trust 148.07 140.44 112.96 90.07 109.91
S&P 500 150.41 171.39 177.05 159.44 193.39
NAREIT All Equity REIT Index 158.62 157.75 150.76 135.50 132.26
SOURCE: FACTSET SECURITY PRICE HISTORY REPORT, IDD INFORMATION SERVICES, AND
NAREIT
8
<PAGE> 12
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, 1999.
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.
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 2000 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 1999 annual meeting, such written notice must be received by
the Trust not earlier than the 90th day prior to the date of the 2000 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.
9
<PAGE> 13
SHAREHOLDER PROPOSALS
The Board of Trustees will provide for presentation of proposals by the
Trust's shareholders at its annual meeting of shareholders for 2000, 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 2000 must be in writing and must be received by the
Trust at its executive offices on or before December 20, 1999 for inclusion in
the Trust's proxy statement and the form of proxy relating to the 2000 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
/S/ EDWIN R. FRANKEL
EDWIN R. FRANKEL
Secretary
New York, New York
April 16, 1999
10
<PAGE> 14
ATLANTIC REALTY TRUST
PROXY SOLICITED BY THE BOARD OF TRUSTEES
Annual Meeting of Shareholders - May 19, 1999
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 19, 1999, at 10:00 a.m.
(the "1999 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 1999 Annual Meeting and
otherwise to represent those signing on the reverse side at the 1999 Annual
Meeting with all powers possessed by those signing on the reverse side if
personally present at the 1999 Annual Meeting. Those signing on the reverse side
hereby acknowledge receipt of the Notice of the 1999 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.
[SEE REVERSE]
[ SIDE ]
<PAGE> 15
[ X ] Please mark your
votes as in this
example.
Withhold authority
For all to vote for all
nominees listed nominees listed
at right at right
1. ELECTION OF --------- ---------- Nominees:
TRUSTEES | | | | Stephen R. Blank
| | | | Edward Blumenfeld
--------- ---------- Samuel M. Eisenstat
Edwin J. Glickman
Arthur H. Goldberg
Herbert Liechtung
Joel M. Pashcow
William A. Rosoff
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).
FOR AGAINST ABSTAIN
2. 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, 1999.
3. To transact such other business as may ---- ---- ----
properly come before the meeting of any | | | | | |
adjournment thereof. | | | | | |
---- ---- ----
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 sign his or her title.