1 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM 10/A6 GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 ------------------------ ATLANTIC REALTY TRUST (Exact name of registrant as specified in its charter) Maryland 13-3849655 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 747 Third Avenue, New York, New York 10017 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (212) 355-1255 Securities to be registered pursuant to Section 12(b) of the Act: None. Title of each class Name of each exchange on which to be so registered each class is to be registered - -------------------------------------------------------------------------------------------- None N/A Securities to be registered pursuant to Section 12(g) of the Act: Shares of Beneficial Interest, par value $.01 per share - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statements The following Financial Statements are included in the Information Statement and incorporated herein by reference: (i) Balance Sheet of the Company as of December 31, 1995* (ii) Combined Balance Sheets of the Net Assets to be Transferred to the Company as of September 30, 1995 (Unaudited) and December 31, 1995 and 1994* (iii) Combined Statements of Operations of the Net Assets to be Transferred to the Company for the Nine Months Ended September 30, 1995 (Unaudited) and for the Years Ended December 31, 1995, 1994 and 1993* (iv) Combined Statements of Shareholder's Equity of the Net Assets to be Transferred to the Company for the Years Ended December 31, 1995, 1994 and 1993* (v) Combined Statements of Cash Flows of the Net Assets to be Transferred to the Company for the Nine Months Ended September 30, 1995 (Unaudited) and for the Years Ended December 31, 1995, 1994 and 1993* (vi) Notes to Combined Financial Statements for the Nine Months Ended September 30, 1995 (Unaudited) and for the Years Ended December 31, 1995, 1994 and 1993* (vii) Pro Forma Statements of Net Assets in Liquidation of the Company as of September 30, 1995 (Unaudited) and December 31, 1995 (Unaudited)* (viii) Pro Forma Statement of Changes in Net Assets in Liquidation of the Company for the Year Ended December 31, 1995 (Unaudited)* (ix) Notes to Pro Forma Financial Statements for the Nine Months Ended September 30, 1995 (Unaudited) and for the Year Ended December 31, 1995 (Unaudited)* (x) Balance Sheets of Hylan Shopping Plaza ("Hylan Plaza") as of December 31, 1995 and 1994* (xi) Statements of Operations and Capital Deficit of Hylan Plaza for the Years Ended December 31, 1995, 1994 and 1993* (xii) Statements of Cash Flows of Hylan Plaza for the Years Ended December 31, 1995, 1994 and 1993* (xiii) Notes to Financial Statements of Hylan Plaza for the Years Ended December 31, 1995, 1994 and 1993* (b) Exhibits 3.1 Amended and Restated Declaration of Trust of the Company* 3.2 Amended and Restated Bylaws of the Company* 3.3 Form of First Amendment to Amended and Restated Declaration of Trust of the Company to be effective on or prior to the Distribution Date* 4.1 Form of Share Certificate (revised) 10.1 Form of Assignment, Assumption and Indemnification Agreement between RPS Realty Trust and the Company* 10.2 Form of Tax Agreement between RPS Realty Trust and the Company* 20.1 Form of Information Statement (attached to this Registration Statement as Annex A) (revised)* - --------------- * Previously filed. 2 3 SIGNATURES Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. ATLANTIC REALTY TRUST Date: May 16, 1996 By: /s/ Edwin R. Frankel ------------------------------------ Name: Edwin R. Frankel Title: Executive Vice President, Chief Financial Officer and Secretary 4 INDEX TO EXHIBITS SEQUENTIALLY EXHIBIT NUMBERED NUMBER EXHIBIT PAGE - ------ ------------------------------------------------------------------- ------------ 4.1 Form of Share Certificate (revised)................................