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): April 19, 2004
Atlantic Realty Trust
(Exact Name of Registrant as Specified in its Charter)
Maryland 0-27562 13-3849655
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation) File Number) Identification No.)
747 Third Avenue, New York, NY 10017
(Address of principal executive offices)
Registrant's telephone number, including area code: (212) 702-8561
Item 5. Other Events and Regulation FD Disclosure.
On April 19, 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 an amendment to the Statement of Beneficial Ownership on Schedule
13D, initially filed on January 12, 2004, pursuant to which the First Union
Group reported, among other things, that it had amended its proposal to Atlantic
Realty Trust (the "Trust") to merge the Trust with and into First Union or one
of its subsidiaries (the "Amended First Union Proposal").
The Amended First Union Proposal contemplates that each share of beneficial
interest in the Trust (a "Trust Share") would receive aggregate consideration of
$19.25 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 0.8 First
Union Preferred Shares per Trust Share. In the event that Trust Shareholders
holding more than 1,315,000 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) 0.8 multiplied by (b) a fraction, the
numerator of which is 1,315,000 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) $19.25 multiplied by (y) a fraction, the numerator of which is the
number of Trust Shares to be exchanged for First Union Preferred Shares less
1,315,000 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 April 26, 2004, the Special Committee of the Board of Trustees formed to
consider, among other things, any acquisition proposals for all of the Trust
Shares or all or substantially all of the Trust's assets held a meeting to
discuss the Amended First Union Proposal and the progress of the independent
valuation of the Trust's sole asset, the Hylan Shopping Center located in Staten
Island, New York, that was authorized at its meeting held on January 26, 2004.
The Special Committee noted that it expected to receive the final report from
the independent real estate brokerage firm engaged to conduct the valuation on
or about May 7, 2004 and that it was uncertain whether the Special Committee
would have sufficient time to evaluate such report and make its recommendation
with respect to the Amended First Union Proposal prior to the expiration of the
offer period for the Amended First Union Proposal on May 7, 2004. In addition,
the Special Committee authorized the negotiation of the terms of engagement with
and retention of an independent investment banking firm to estimate the value of
the Trust's assets and provide other financial advisory services in connection
with the evaluation of offers to acquire all of the Trust Shares or all or
substantially all of the Trust's assets, including the Amended First Union
Proposal.
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
Amended First Union Proposal, whether on the terms of the Amended 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.
On April 27, 2004, the Trust issued a press release announcing that its
Board of Trustees declared a one-time return of capital of $3.25 per Trust Share
which will be payable on May 19, 2004 to Trust Shareholders of record on May 10,
2004. The complete text of the press release, dated April 27, 2004, is set forth
as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
99.1 Press Release, dated April 27, 2004.
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
April 28, 2004