SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
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 Section 240.14a-12
ATLANTIC REALTY TRUST
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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:
------------------------------------------------------------------------
ATLANTIC REALTY TRUST
747 THIRD AVENUE, 10TH FLOOR
NEW YORK, NY 10017
April 12, 2002
Dear Shareholders:
You are cordially invited to attend the 2002 Annual Meeting of Shareholders
of Atlantic Realty Trust, to be held at 10:00 a.m., local time, on Thursday, May
16, 2002, at the offices of Proskauer Rose LLP, 1585 Broadway, New York, New
York 10036, 26th Floor, Room 2600. 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 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
ATLANTIC REALTY TRUST
747 THIRD AVENUE, 10TH FLOOR
NEW YORK, NY 10017
------------------------
NOTICE OF 2002 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 16, 2002
------------------------
To the Shareholders of Atlantic Realty Trust:
Notice is hereby given that the 2002 Annual Meeting of Shareholders of
Atlantic Realty Trust (the "Trust") will be held at 10:00 a.m. on Thursday, May
16, 2002, at the office of Proskauer Rose LLP, 1585 Broadway, New York, New
York, 10036, 26th Floor, Room 2600 to consider and act upon the following
matters:
(1) To elect six 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, 2002; 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 4, 2002 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, 2002
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.
ATLANTIC REALTY TRUST
747 THIRD AVENUE, 10TH FLOOR
NEW YORK, NY 10017
------------------------
PROXY STATEMENT
------------------------
2002 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 16, 2002
------------------------
INTRODUCTION
April 12, 2002
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 2002 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
Proskauer Rose LLP, 1585 Broadway, New York, New York 10036, 26th Floor, Room
2600 on Thursday, May 16, 2002 at 10:00 a.m. At the meeting, shareholders will
be asked to consider and vote upon a proposal (1) to elect all six 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, 2002, 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, 2002. The
Board of Trustees has fixed the close of business on April 4, 2002 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 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, 2002. 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.
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, New York,
10017, Attention: Edwin R. Frankel.
The Trust's 2001 Annual Report (the "Annual Report") is being mailed to the
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,
2001, 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 six trustees. At the
Meeting, each of the six trustees will be elected to serve on the Board of
Trustees until the Trust's annual meeting in 2003 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 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/NOMINEE BECAME A
FOR ELECTION AGE PRINCIPAL OCCUPATION TRUSTEE
----------------------- --- -------------------- ----------
Joel M. Pashcow....................... 59 Chairman and President of the Trust 1996
since its 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.
Edwin J. Glickman..................... 69 Executive Vice President of Capital 1996
Lease Funding 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
</Table>
2
<Table>
<Caption>
YEAR FIRST
NAME OF TRUSTEE/NOMINEE BECAME A
FOR ELECTION AGE PRINCIPAL OCCUPATION TRUSTEE
----------------------- --- -------------------- ----------
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...................... 56 Senior Fellow, Finance of the Urban 1996
Land Institute ("ULI"). Mr. Blank is
also a director of West Coast
Hospitality Corporation, a New York
Stock Exchange-listed corporation and
BNP Residential Trust, Inc., an
American Stock Exchange-listed REIT.
Prior to joining the ULI in December
of 1998, Mr. Blank was a Managing
Director, Real Estate Investment
Banking 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 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..................... 61 A principal of Blumenfeld Development 1996
Group, Ltd., a real estate development
firm
</Table>
3
<Table>
<Caption>
YEAR FIRST
NAME OF TRUSTEE/NOMINEE BECAME A
FOR ELECTION AGE PRINCIPAL OCCUPATION TRUSTEE
----------------------- --- -------------------- ----------
principally engaged in the development
of commercial properties, since 1978.
Arthur H. Goldberg.................... 59 President of Manhattan Associates, 1996
LLC, a merchant 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..................... 58 Vice Chairman of the Board of 1996
Directors of Advanta 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, 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 served
on the Legal Activities Policy Board
of Tax Analyst, 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. He is a fellow of the
American College of Tax Counsel. Mr.
Rosoff 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
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, 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 56) 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 (now known as
Ramco-Gershenson Properties Trust), 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 the Board of Trustees as required by the Trust's Bylaws and the
laws of Maryland, the Trust's state of formation. There are presently six
trustees. During the year ended December 31, 2001, the Board of Trustees held
two formal meetings, on February 7, 2001 and May 17, 2001. At the February 7,
2001 meeting Messrs. Goldberg and Blumenfeld were absent. At the May 17, 2001
meeting Messrs. Goldberg and Rosoff 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 circumstances 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 2001, at which Mr. Goldberg was absent.
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 2001, the Disposition Committee
conducted ongoing discussions regarding the orderly disposition of the Trust's
remaining real estate asset, 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
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Shown below is certain information as of March 14, 2002, 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
BENEFICIALLY OF
NAME OF BENEFICIAL OWNER OWNED(1) CLASS
- ------------------------ ------------ -------
Joel M. Pashcow............................................. 94,154(2) 2.64%
Arthur H. Goldberg.......................................... 24,487(3) *
William A. Rosoff........................................... 0 *
Stephen R. Blank............................................ 981(4) *
Edward Blumenfeld........................................... 125 *
Edwin J. Glickman........................................... 0 *
Edwin R. Frankel............................................ 0 *
All Trustees and Executive Officers as a group (8
persons).................................................. 119,747 3.36%
Private Management Group, Inc., an investment advisor in a
fiduciary capacity........................................ 698,155(5) 19.6%
Kimco Realty Corporation.................................... 1,038,037(6) 29.1%
</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 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 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.
(5) Beneficial ownership information is based on the Schedule 13G/A filed by
Private Management Group, Inc. with the Securities and Exchange Commission
on February 7, 2002. The business address of Private Management Group, Inc.
is 20 Corporate Park, Suite 400, Irvine, California 92606.
(6) Beneficial ownership information is based on the Schedule 13D/A filed by
Kimco Realty Corporation with the Securities and Exchange Commission on
August 9, 2001. The business address of Kimco Realty Corporation is 3333 New
Hyde Park Rd., New Hyde Park, NY 11042.
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 $100,000 during any of the
Trust's three most recent fiscal years.
6
<Table>
<Caption>
LONG TERM COMPENSATION PAYOUTS
ANNUAL ------------------------- -----------------------
COMPENSATING RESTRICTED SECURITIES
NAME AND AWARDS OTHER ANNUAL STOCK UNDERLYING
PRINCIPAL -------------------- COMPENSATION AWARD(S) OPTIONS/ LTIP ALL OTHER
POSITION YEAR SALARY($) BONUS($) ($) ($) SARS($) PAYOUTS($) COMPENSATION
- --------- ---- --------- -------- ------------ ---------- ---------- ---------- ------------
Edwin R. Frankel*.... 1999 160,735 None 4,837** None None None None
(Executive Vice
President, Chief 2000 165,557 None 5,142** None None None None
Financial Officer
and Secretary) 2001 170,317 None 11,200** None None None None
</Table>
- ---------------
* No other executive officer received compensation in excess of $100,000.
** 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 and likewise do
not receive any compensation for attending meetings or for serving on any
committee 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 2001, Messrs. Edwin Glickman and
Edward Blumenfeld each earned fees of $25,000 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 2001, 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 2001 without compensation.
7
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 December 31, 1996 through December 31,
2001 (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.
Graph to Come
<Table>
<Caption>
PERIOD ENDING
---------------------------------------------------------------------------------------
12/31/96 12/31/97 12/31/98 12/31/99 12/31/00 12/31/01
INDEX ------------ ------------ ------------ ------------ ------------ ------------
- ----------------------------------------------------------------------------------------------------------------------
Atlantic Realty Trust 100.00 119.75 88.98 79.74 92.28 90.86
S&P 500 100.00 133.37 171.44 207.52 188.62 166.22
NAREIT All Equity REIT Index 100.00 120.26 99.21 94.63 119.59 136.24
</Table>
8
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 or ownership and changes in ownership with the Securities 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, 2001, 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 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, 2002.
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.
Audit Fees. The aggregate fees billed for professional services rendered
for the audit of the Trust's annual financial statements for the fiscal year
ending December 31, 2001 and for reviews of the financial statements included in
the Trust's Form 10-Q for that year were $47,000.00.
Financial Information Systems Design and Implementation Fees. Deloitte &
Touche LLP did not render professional services relating to financial
information systems design and implementation for the fiscal year ended December
31, 2001.
Non-Audit Fees. The aggregate fees billed by Deloitte & Touche LLP for
services rendered to the Trust, other than services described above under "Audit
Fees" for the fiscal year ended December 31, 2001, were $11,750.00. These fees
relate to the tax activities of the Trust.
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.
9
AUDIT COMMITTEE REPORT
The audit committee has reviewed and discussed the audited financial
statements contained in the Trust's Annual Report on Form 10-K with the Trust's
management and the independent auditors.
The audit committee has discussed with the independent auditors the matters
required to be discussed by SAS 61 (Codification of Statements of Auditing
Standards, AU Section 380), as may be modified or supplemented.
The audit committee has received the written disclosures and the letter
from the independent accounts required by Independence Standards Board Standard
No. 1 (Independence Standards Board Standard No. 1, Independence Discussions
with Audit Committees), as may be modified or supplemented, and has discussed
with the independent accountant the independent account's independence. The
Committee has also considered whether the provision of non-audit services is
compatible with the accountants' independence.
Based on discussions with management and with the independent accountants,
the audit committee recommended to the Board of Trustees that the audited
financial statements be included in the Trust's Annual Report on Form 10-K, for
the year ended December 31, 2001, filed with the Securities and Exchange
Commission.
Members of the Audit Committee:
Stephen R. Blank, Chair
Edwin J. Glickman
Arthur H. Goldberg
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, trustee an
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, 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 2003 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 2002 annual meeting, such written notice must be received by the Trust not
earlier than the 90th day prior to the date of the 2003 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
SHAREHOLDER PROPOSALS
The Board of Trustees will provide for presentation of proposals by the
Trust's shareholders at its annual meeting of shareholders for 2003, 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 2003 must be in writing and must be received by the
Trust at its executive offices on or before December 18, 2002 for inclusion in
the Trust's proxy statement and the form of proxy relating to the 2003 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, 2002
11
Please date, sign and mail your
proxy card back as soon as possible!
Annual Meeting of Shareholders
ATLANTIC REALTY TRUST
May 16, 2002
| Please Detach and Mail in the Envelope Provided |
Please mark your
A[X] votes as in this
example.
For all Withhold authority to
nominees listed vote for all
at right nominees listed at right
1. ELECTION [ ] [ ] Nominees: Stephen R. Blank
OF Edward Blumenfeld
TRUSTEES Edwin J. Glickman
Arthur H. Goldberg
INSTRUCTIONS: To withhold authority to vote for Joel M. Pashcow
individual nominee(s) strike a line through each such William A. Rosoff
nominee's name in the list at the right. Your shares
will be voted for the remaining nominees(s).
FOR AGAINST FOR
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, 2002.
In their discretion, the proxies are authorized to vote upon such matters as may
properly come before the 2002 Annual Meeting, or any adjournment thereof, or
upon matters incident to the conduct of the 2002 Annual 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
state his or her title.
ATLANTIC REALTY TRUST
PROXY SOLICITED BY THE BOARD OF TRUSTEES
Annual Meeting of Shareholders - May 16, 2002
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 16, 2002, at 10:00 a.m.
(the "2002 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 2002 Annual Meeting and
otherwise to represent those signing on the reverse side at the 2002 Annual
Meeting with all powers possessed by those signing on the reverse side if
personally present at the 2002 Annual Meeting. Those signing on the reverse side
hereby acknowledge receipt of the Notice of the 2002 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 shareholders(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.