<PAGE> 1
SCHEDULE 14A
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(e)(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 12, 2000
Dear Shareholders:
You are cordially invited to attend the 2000 Annual Meeting of Shareholders
of Atlantic Realty Trust, to be held at 10:00 a.m., local time, on Thursday, May
18, 2000, at the offices of Deloitte & Touche LLP, Two World Financial Center,
New York, NY 10281 in the MultiMedia Room. 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
747 THIRD AVENUE, 10TH FLOOR
NEW YORK, NEW YORK 10017
------------------------
NOTICE OF 2000 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 18, 2000
------------------------
To the Shareholders of Atlantic Realty Trust:
Notice is hereby given that the 2000 Annual Meeting of Shareholders of
Atlantic Realty Trust (the "Trust") will be held at 10:00 a.m. on Thursday, May
18, 2000, at the offices of Deloitte & Touche LLP, Two World Financial Center,
New York, New York, 10281 in the MultiMedia Room, to consider and act upon the
following matters:
(1) To elect seven 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 ending December 31, 2000; 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 5, 2000 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 12, 2000
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
------------------------
2000 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 18, 2000
------------------------
INTRODUCTION
April 12, 2000
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 2000 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
Deloitte & Touche LLP, Two World Financial Center, New York, New York, 10281, in
the MultiMedia Room, on Thursday, May 18, 2000 at 10:00 a.m. At the Meeting,
shareholders will be asked to consider and vote upon a proposal (1) to elect all
seven 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, 2000, 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 12, 2000. The
Board of Trustees has fixed the close of business on April 5, 2000 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, 2000. 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 1999 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,
1999, 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 seven trustees. At the
Meeting, each of the seven trustees will be elected to serve on the Board of
Trustees until the Trust's annual meeting in 2001 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................ 57 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.
</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.............. 67 Executive Vice President of Capital Lease Funding 1996
Corp., a company engaged in commercial real estate
lending, since January 1995. 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............... 54 Senior Fellow, Finance of the Urban Land Institute 1996
("ULI"). Mr. Blank is also a director of Cavanaughs
Hospitality Corporation, a New York Stock
Exchange-listed corporation and Boddie-Noell
Properties, Inc., an American Stock Exchange-listed
REIT. Prior to joining the ULI in December, 1998,
Mr. Blank was a Managing Director of CIBC
Oppenheimer Corp. ("Oppenheimer") since 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. Since September
1998, Mr. Blank has been an adjunct professor in the
Real Estate Executive MBA Program at Columbia
University Graduate School of Business. 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. Mr. Blank is also a trustee of
Ramco-Gershenson Properties Trust (f/k/a RPS).
Edward Blumenfeld.............. 59 A principal of Blumenfeld Development Group, Ltd., a 1996
real estate development firm principally engaged in
the development of commercial properties, since
1978.
</TABLE>
3
<PAGE> 7
<TABLE>
<CAPTION>
YEAR FIRST
NAME OF TRUSTEE/ BECAME A
NOMINEE FOR ELECTION AGE PRINCIPAL OCCUPATION TRUSTEE
- -------------------- --- -------------------- ----------
<S> <C> <C> <C>
Samuel M. Eisenstat............ 60 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.
Arthur H. Goldberg............. 57 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.............. 56 Vice Chairman of the Board of Directors of Advanta 1996
Corporation, a financial services company, since
January 1996 and President of Advanta Corporation
since October 1999. Prior thereto, Mr. Rosoff was
associated with the law firm of Wolf, Block, Schorr
and Solis-Cohen since 1969, where he was 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 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>
4
<PAGE> 8
RECOMMENDATION OF THE BOARD OF TRUSTEES
THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS A VOTE FOR EACH OF JOEL M.
PASHCOW, 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 54) became Executive Vice President, Chief Financial
Officer and Secretary 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.
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 seven
trustees. During the year ended December 31, 1999, the Board of Trustees held
one formal meeting, from which Messrs. Goldberg and Blank were absent.
The Trust's Board of Trustees presently has an Audit Committee and a
Disposition Committee. The Trust's Board of Trustees has no standing Nominating
Committee or Compensation Committee, 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 currently consists of Messrs. Blank, Goldberg and Glickman. 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
held one formal meeting during 1999. On February 10, 2000, Mr. Glickman was
appointed as a third member of the Audit Committee in order for the Trust to be
in compliance with new regulations promulgated by the Securities and Exchange
Commission and the NASDAQ Stock Market regarding the size, duties and
responsibilities of audit committees of public companies.
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 1999, 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.
5
<PAGE> 9
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Shown below is certain information as of March 14, 2000, 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............................................. 94,154(2) 2.64%
Arthur H. Goldberg.......................................... 24,487(3) *
William A. Rosoff........................................... 125(4) *
Stephen R. Blank............................................ 981(5) *
Edward Blumenfeld........................................... 125 *
Samuel M. Eisenstat......................................... 1,125(6) *
Edwin J. Glickman........................................... 0 *
Edwin R. Frankel............................................ 0 *
All Trustees and Executive Officers as a group (8
persons).................................................. 120,997 3.40%
Private Management Group, Inc. an investment advisor in a
fiduciary capacity........................................ 698,756(7) 19.62%
Kimco Realty Corporation.................................... 345,498(8) 9.7%
Milton Cooper............................................... 538,179(9) 15.1%
Gotham Partners, L.P., et al. .............................. 224,011(10) 6.33%
Magten Asset Management Corp. .............................. 195,550(11) 5.5%
</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 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.
(4) Includes 125 Shares held by Mr. Rosoff as trustee for his sister, Barbara
Rosoff, pursuant to a trust indenture dated December 30, 1991.
(5) 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.
(6) Includes 125 Shares held in an IRA account for which Mr. Eisenstat has sole
voting and investment power.
(7) Beneficial ownership information is based on the Schedule 13G/A filed by
Private Management Group, Inc. with the Securities Exchange Commission on
January 27, 2000. The business address of the Private Management Group,
Inc. is 20 Corporate Park, Suite 400, Irvine, California 92606.
(8) 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 September 24, 1999. The business address of Milton Cooper and
Kimco Realty Corporation is 3333 New Hyde Park Rd., New Hyde Park, NY
11042.
6
<PAGE> 10
(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 September 24, 1999, and information provided to the Trust by
Kimco Realty Corporation. The 538,179 shares include 32,951 shares owned by
Mr. Cooper, which are beneficially owned with sole voting and disposition
power, and 505,228 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.
(10) Beneficial ownership information is based on the Schedule 13G/A filed with
the Securities and Exchange Commission on January 14, 2000 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, 178,069 are solely owned by the LP,
30,300 shares are solely owned by the LLC and 15,642 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.
(11) Beneficial ownership information is based on the Schedule 13G/A filed with
the Securities and Exchange Commission on February 14, 2000 by Magten Asset
Management Corp. Of the 195,550 shares beneficially owned, 66,250 shares
are owned with shares power to vote or direct the vote of such shares and
all 195,550 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 $100,000 during any of the
Trust's three most recent fiscal years.
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
-------------------------------------------------------------
ANNUAL COMPENSATING
AWARDS PAYOUTS
------------------------- ---------------------------------
OTHER RESTRICTED SECURITIES ALL
ANNUAL STOCK UNDERLYING OTHER
NAME AND COM- AWARD(S) OPTIONS/ LTIP COMPEN-
PRINCIPAL POSITION YEAR SALARY($) BONUS($) PENSATION($) ($) SARS($) PAYOUTS($) SATION
- ------------------ ---- --------- -------- ------------ ---------- ---------- ---------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Edwin R. Frankel*.... 1997 100,672** None 7,122 None None None None
Executive Vice 1998 146,634 None 3,762*** None None None None
President, Chief 1999 160,735 None 4,837*** None None None None
Financial Officer
and Secretary
</TABLE>
- ---------------
* No other executive officer received compensation in excess of $100,000.
** 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."
7
<PAGE> 11
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 1999, Messrs. Edwin
Glickman and Edward Blumenfeld each received fees of $60,000 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 1999, 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 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. In January 2000, the Frankel Employment
Agreement was amended to additionally provide that Mr. Frankel's estate or
designated beneficiary will be entitled to receive a one time payment of 150% of
his Base Salary as in effect at the time of his demise. Mr. Pashcow served as
the Trust's Chairman and President during 1999 without compensation.
8
<PAGE> 12
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, THAT MIGHT INCORPORATE FUTURE FILINGS,
INCLUDING THIS PROXY STATEMENT, IN WHOLE OR IN PART, THE FOLLOWING STOCK
PERFORMANCE GRAPH AND THE REPORT ON EXECUTIVE COMPENSATION SET FORTH ABOVE 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, 1999 (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.
[TOTAL RETURN PERFORMANCE LINE GRAPH]
<TABLE>
<CAPTION>
NAREIT ALL EQUITY REIT
ATLANTIC REALTY TRUST S&P 500 INDEX
--------------------- ------- ----------------------
<S> <C> <C> <C>
5/14/96 100 100 100
12/31/96 123.65 112.77 130.06
6/30/97 143.49 136.01 137.48
12/31/97 148.07 150.41 156.42
6/30/98 112.96 177.05 148.55
12/31/98 109.91 193.34 129.04
6/30/99 99.23 217.28 135.2
12/31/99 98.27 234.03 123.08
</TABLE>
SOURCE: FACTSET SECURITY PRICE HISTORY REPORT, IDD INFORMATION SERVICES, AND
NAREIT
9
<PAGE> 13
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, 1999, 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, 2000.
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 2001 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 2000 annual meeting, such written notice must be received by
the Trust not earlier than the 90th day prior to the date of the 2001 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.
10
<PAGE> 14
SHAREHOLDER PROPOSALS
The Board of Trustees will provide for presentation of proposals by the
Trust's shareholders at its annual meeting of shareholders for 2001, 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 2001 must be in writing and must be received by the
Trust at its executive offices on or before December 20, 2000 for inclusion in
the Trust's proxy statement and the form of proxy relating to 'the 2001 annual
meeting. Any such proposal should be mailed to: Atlantic Realty Trust, 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 12, 2000
11
<PAGE> 15
ATLANTIC REALTY TRUST
PROXY SOLICITED BY THE BOARD OF TRUSTEES
Annual Meeting of Shareholders - May 18, 2000
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 Thursday, May 18, 2000, at 10:00 a.m.
(the "2000 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 2000 Annual Meeting and
otherwise to represent those signing on the reverse side at the 2000 Annual
Meeting with all powers possessed by those signing on the reverse side if
personally present at the 2000 Annual Meeting. Those signing on the reverse side
hereby acknowledge receipt of the Notice of the 2000 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> 16
[ 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
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, 2000.
In their discretion, the proxies are authorized to vote upon such matters as
may properly come before the 2000 Annual Meeting, or any adjournment thereof,
or upon matters incident to the conduct of the 2000 meeting.
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.
