UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): January 26, 2004
ATLANTIC REALTY TRUST
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(Exact Name of Registrant as Specified in its Charter)
MARYLAND 0-27562 13-3849655
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(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation) Identification No.)
747 THIRD AVENUE, NEW YORK, NY 10017
(Address of principal executive offices)
Registrant's telephone number, including area code: (212) 355-1255
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.
On January 12, 2004, First Union Real Estate Equity and Mortgage
Investments, an Ohio business trust ("FIRST UNION"), and Michael L. Ashner, the
Chief Executive Officer of First Union (together with First Union, the "FIRST
UNION GROUP"), filed a Statement of Beneficial Ownership on Schedule 13D (the
"SCHEDULE 13D") pursuant to which the First Union Group reported, among other
things, that it had made a formal proposal to Atlantic Realty Trust (the
"TRUST") to merge the Trust with and into First Union or one of its subsidiaries
(the "FIRST UNION PROPOSAL").
Under the First Union Proposal, each share of beneficial interest in the
Trust (a "TRUST SHARE") would receive aggregate consideration of $16.25 per
Trust Share. Such amount would be payable, at the election of each shareholder
of the Trust (a "TRUST SHAREHOLDER"), in cash or in exchange for First Union's
Series A cumulative convertible redeemable preferred shares of beneficial
interest (the "FIRST UNION PREFERRED SHARES") at a rate of 0.65 First Union
Preferred Shares per Trust Share. In the event that Trust Shareholders holding
more than 1,901,760 Trust Shares in the aggregate elect to receive First Union
Preferred Shares, such Trust Shareholders would receive (i) a number of First
Union Preferred Shares equal to (a) 0.65 multiplied by (b) a fraction, the
numerator of which is 1,901,760 and the denominator of which is the total number
of Trust Shares to be exchanged for First Union Preferred Shares and (ii) cash
equal to (x) $16.25 multiplied by (y) a fraction, the numerator of which is the
number of Trust Shares to be exchanged for First Union Preferred Shares less
1,901,760 and the denominator of which is the number of Trust Shares to be
exchanged for First Union Preferred Shares. The consideration payable would be
subject to upward or downward adjustment based on the Trust's projected
post-closing net cash balance, information obtained through First Union's due
diligence process and any stock splits, issuances, repurchases,
reclassifications and other transactions affecting the value of the Trust.
On January 13, 2004, the Board of Trustees of the Trust (the "BOARD")
held a meeting to discuss the First Union Proposal and the process it would
undertake to evaluate it. The Board resolved to form a special committee of
disinterested directors consisting of Messrs. Glickman, Blank and Pashcow (the
"SPECIAL COMMITTEE") to consider any bona fide offer or acquisition proposal
made for the Trust and to ensure that all reasonable steps are taken to maximize
shareholder value while having regard to the Trust's existing contractual
obligations. Among other things, the Board instructed the Special Committee to
(i) review, negotiate and make recommendations to the Board with respect to the
First Union Proposal, (ii) conduct such other investigation of the First Union
Proposal, First Union and the Trust as may be necessary to determine whether the
First Union Proposal is in the best interests of Trust Shareholders and (iii)
investigate other strategic alternatives available to the Trust.
On January 26, 2004, the Special Committee held an organizational
meeting and commenced its evaluation of the First Union Proposal as directed by
the Board. In addition, the Special Committee has retained an independent real
estate brokerage firm to conduct a valuation of the Trust's sole asset, the
Hylan Shopping Center located in Staten Island, New York.
As of the date of this filing, the Special Committee has made no
determination as to whether the Trust will or should engage in a transaction of
the type contemplated by the First Union Proposal, whether on the terms of the
First Union Proposal or otherwise, and there can be no assurance that the Trust
will accept any acquisition proposal or that any such proposal, if accepted,
will result in the consummation of a transaction.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ATLANTIC REALTY TRUST
By:/s/ Edwin R. Frankel
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Edwin R. Frankel
Executive Vice President,
Chief Financial Officer,
Secretary and Principal
Financial and Accounting Officer
January 27, 2004