ATLANTIC REALTY TRUST
747 THIRD AVENUE, 10TH FLOOR
NEW YORK, NY 10017
April 14, 2003
Dear Shareholders:
You are cordially invited to attend the 2003 Annual Meeting of
Shareholders of Atlantic Realty Trust, to be held at 10:00 a.m., local time, on
Wednesday, May 21, 2003, at the offices of Proskauer Rose LLP, 1585 Broadway,
New York, New York 10036, 27th Floor, Cafeteria. 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 2003 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 21, 2003
-----------------------
To the Shareholders of Atlantic Realty Trust:
Notice is hereby given that the 2003 Annual Meeting of Shareholders of
Atlantic Realty Trust (the "Trust") will be held at 10:00 a.m. on Wednesday, May
21, 2003, at the office of Proskauer Rose LLP, 1585 Broadway, New York, New
York, 10036, 27th Floor, Cafeteria 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, 2003; 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 8, 2003
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 14, 2003
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
-----------------------
2003 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 21, 2003
-----------------------
INTRODUCTION
April 14, 2003
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 2003 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, 27th
Floor Cafeteria on Wednesday, May 21, 2003 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, 2003, 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 14, 2003. The
Board of Trustees has fixed the close of business on April 8, 2003 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,
2003. 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 2002 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, 2002, 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:
NAME OF TRUSTEE/NOMINEE FOR AGE PRINCIPAL OCCUPATION YEAR FIRST
ELECTION BECAME A
TRUSTEE
Joel M. Pashcow.............. 60 Chairman and President of the Trust since its inception 1996
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........... 70 Executive Vice President of Capital Lease Funding Corp., 1996
a company engaged in commercial real estate lending,
since January 1995. Prior to that, Mr. Glickman was
President of
2
NAME OF TRUSTEE/NOMINEE FOR AGE PRINCIPAL OCCUPATION YEAR FIRST
ELECTION BECAME A
TRUSTEE
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............. 57 Senior Fellow, Finance of the Urban Land Institute 1996
("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......... 62 A principal of Blumenfeld Development Group, Ltd., a real 1996
estate development firm principally engaged in the
development of commercial properties, since 1978.
Arthur H. Goldberg.......... 60 President of Manhattan Associates, LLC, a merchant and 1996
investment banking firm since February 1994. Prior to
that,
3
NAME OF TRUSTEE/NOMINEE FOR AGE PRINCIPAL OCCUPATION YEAR FIRST
ELECTION BECAME A
TRUSTE
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........... 59 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, 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.
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."
4
Edwin R. Frankel (age 57) 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, 2002, the Board of Trustees
held 2 formal meetings, on February 4, 2002 and December 2, 2002. At the
February 4, 2002 meeting Messrs. Goldberg and Blumenfeld were absent. At the
December 2, 2002 meeting Mr. Blank was 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. Glickman, Goldberg and Blumenfeld. 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 2002, 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 the Trust's Management, the
orderly disposition of the Trust's assets. During 2002, the Disposition
Committee conducted ongoing discussions regarding the orderly disposition of the
Trusts' 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.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Shown below is certain information as of March 14, 2003, 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:
Number of Shares Percent
---------------- -------
Name of Beneficial Owner Beneficially Owned (1) of Class
- ------------------------ ---------------------- --------
Joel M. Pashcow.................................................. 94,154(2) 2.64%
Arthur H. Goldberg............................................... 24,487(3) *
5
Number of Shares Percent
---------------- -------
Name of Beneficial Owner Beneficially Owned (1) of Class
- ------------------------ ---------------------- --------
William A. Rosoff................................................ 125 *
Stephen R. Blank................................................. 981(4) *
Edward Blumenfeld................................................ 125 *
Edwin J. Glickman................................................ 10,531 *
Edwin R. Frankel................................................. 0 *
All Trustees and Executive Officers as a group
(8 persons)...................................................... 130,403 3.66%
Private Management Group, Inc., an investment advisor
in a fiduciary capacity.......................................... 664,151(5) 18.65%
Kimco Realty Corporation......................................... 1,068,037(6) 30.0%
- -----------------
* 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 11, 2003. 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 February
4, 2003. 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 $100,000 during any of the
Trust's three most recent fiscal years.
6
Annual Compensation Long Term Compensation
------------------- ----------------------
Restricted Securities
Name and Principal Other Annual Stock Underlying Payout LTIP
Position Year Salary($) Bonus($) Compensation($) Awards($) Options/SARs($) Payouts($)
- ------------------- ---- --------- -------- --------------- ---------- --------------- -----------
Edwin R. Frankel*
Executive Vice
President, Chief
Financial Officer and
Secretary 2000 165,557 5,142*
2001 170,317 11,200*
2002 175,638 15,250 13,900*
Stanley Rappoport 2000 114,231
2001 119,616
2002 124,423
- -----------
* 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 2002, 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 2002, 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 2002 without compensation.
In connection with his employment with the Trust, Mr. Rappoport received
a bonus plan that provided as follows: (i) for the period 1996, and ending July
31, 2003, Mr. Rappoport will receive an aggregate total $100,000, such
7
sum to be earned on a monthly pro rata basis over that period and the first
$75,000 of such earned amount shall be payable on September 1, 2003 with the
balance of such earned amount up to an additional $25,000 shall be payable on
January 1, 2004; (ii) for the period beginning August 1, 2003 and ending
December 31, 2003, Mr. Rappoport will earn, to the extent he remains employed by
the Trust, an aggregate of $25,000 in addition to his then current salary, such
sum to be earned on a monthly pro rata basis over that period and to the extent
earned, the $25,000 shall be payable the earlier of June 30, 2004 and the
liquidation date of the Trust; and (iii) for the period beginning January 1,
2004 and ending June 30, 2004, Mr. Rappoport will earn, to the extent he remains
employed by the Trust, an aggregate total of $15,000 in addition to his then
current salary, such sum to be earned on a monthly pro rata basis over that
period and to the extent earned, shall be payable the earlier of June 30, 2004
or the liquidation date of the Trust.
8
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, 1997 through December 31,
2002 (assuming reinvestment of any dividends) among the Trust, the Standard &
Poor's ("S&P") 500 Index, Russell 2000 Index and the National Association of
Real Estate Investment Trust Equity Index (the "NAREIT Equity Index"). On the
graph, total return equals appreciation in stock price plus dividends paid. The
Trust will provide upon request the names of the companies included in the
NAREIT Equity Index. The NAREIT Equity Index is published monthly by the
National Association of Real Estate Investment Trusts ("NAREIT") in its
publication, REITWatch. The index is available to the public upon request to
NAREIT.
- --------------------------------------------------------------------------------
Atlantic Realty Trust
- --------------------------------------------------------------------------------
[GRAPHIC OMITTED][GRAPHIC OMITTED]
Period Ending
----------------------------------------------------------------------------------------
Index 12/31/97 12/31/98 12/31/99 12/31/00 12/31/01 12/31/02
- --------------------------------------- ------------ ------------ ------------ ------------ ------------ ------------
Atlantic Realty Trust 100.00 74.23 66.36 77.06 82.73 107.08
S & P 500 100.00 128.55 155.60 141.42 124.63 96.95
Russell 2000 100.00 97.45 118.17 114.60 117.45 93.39
NAREIT All Equity REIT Index 100.00 82.50 78.69 99.44 113.29 118.08
9
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, 2002, 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, 2003.
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
in 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, 2002 and for reviews of the financial statements
included in the Trust's Form 10-Q for that year were $54,500.00.
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, 2002.
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, 2002, were $12,500.00. 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.
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.
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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, 2002, filed with the Securities and
Exchange Commission.
Members of the Audit Committee:
Edwin J. Glickman, Chair
Arthur H. Goldberg
Edward Blumenfeld
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 BYLAW
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 2004 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 2003 annual meeting, such written notice must be received by
the Trust not earlier than the 90th day prior to the date of the 2004 annual
meeting and not later than the later of the 60th day prior to such meeting or
the tenth day after the first public announcement of the date of such meeting.
SHAREHOLDER PROPOSALS
The Board of Trustees will provide for presentation of proposals by the
Trust's shareholders at its annual meeting of shareholders for 2004, 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 2004 must be in writing and must be received by the
Trust at its executive offices on or before December 18, 2003 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.
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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 14, 2003
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ATLANTIC REALTY TRUST
May 21,2003
Please date, sign and mail
your proxy card in the
envelope provided as soon
as possible.
|Please detach and mail in the envelope provided.|
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF DIRECTORS AND
"FOR" PROPOSAL 2.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK
YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE [X]
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FOR AGAINST ABSTAIN
1. ELECTION OF TRUSTEES 2. Ratification of the selection by the Board of Trustees of [ ] [ ] [ ]
the Trust of Deloitte & Touche LLP as the independent
NOMINEES auditors of the Trust for the fiscal year commencing
[ ] FOR ALL NOMINEES ( ) Stephen R. Blank January 1, 2003.
( ) Edward Blumenfeld
[ ] WITHHOLD AUTHORITY ( ) Edwin J. Glickman 3. In their discretion, the proxies are authorized to vote upon such
FOR ALL NOMINEES ( ) Arthur H. Goldberg matters as may properly come before the 2003 Annual Meeting, or any
( ) Joel M. Pashcow adjournment thereof, or upon matters incident to the conduct of the
[ ] FOR ALL EXCEPT ( ) William A. Rosoff 2003 Annual Meeting.
(See Instructions below)
Please read the reverse side of this card.
PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
INSTRUCTION: To withhold authority to Vote for any individual nominee(s), mark
"FOR ALL EXCEPT" and fill in the circle next to each nominee you
wish to withhold, as shown here: ( )
To change the address on your account, please check the box at right and
indicate your new address in the address space above. Please note that
changes to the registered name(s)on the account may not be submitted via
this method. [ ]
Signature of Shareholder __________________ Date: _____________
Signature of Shareholder __________________ Date: _____________
Note: This proxy must be signed exactly as the name appears hereon. When shares
are held jointly, each holder ___________ administrator, attorney, trustee
or, guardian, please give full title as such. If the signer is a
corporation, please sign full corporate name by duly authorized
officer __________ partnership, please sign in ________ authorized person.
1
ATLANTIC REALTY TRUST
PROXY SOLICITED BY THE BOARD OF TRUSTEES
Annual Meeting of Shareholders - May 21, 2003
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 21, 2003 at 1O:00 a.m.
(the "2003 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 2003 Annual Meeting and
otherwise to represent those signing on the reverse side at the 2003 Annual
Meeting with all powers possessed by those signing on the reverse side if
personally present at the 2003 Annual Meeting. Those signing on the reverse side
hereby acknowledge receipt of the Notice of the 2003 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.
(Continued and to be signed on the reverse side)
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COMMENTS:
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