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): June 10, 2004
Atlantic Realty Trust
---------------------
(Exact Name of Registrant as Specified in its Charter)
Maryland 0-27562 13-3849655
-------- ------------------- ----------
(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) 702-8561
Item 5. Other Events and Regulation FD Disclosure.
During the third quarter of 1994, Ramco-Gershenson Properties Trust
(formerly RPS Realty Trust ("RPS")) held more than 25% of the value of its gross
assets in overnight Treasury Bill reverse repurchase transactions which the IRS
may view as non-qualifying assets for the purposes of satisfying an asset
qualification test applicable to REITs, based on a Revenue Ruling published in
1977 (the "Asset Issue"). RPS requested that the United States Internal Revenue
Service ("IRS") enter into a closing agreement with RPS that the Asset Issue
would not impact RPS' status as a REIT. The IRS declined such request. In
February 1995, the IRS initiated an examination of the 1991-1995 income tax
returns of RPS (the "RPS Audit" and, together with the Asset Issue, the "RPS Tax
Issues"). Based on developments in the law which occurred since 1977, RPS' tax
counsel at that time, Battle Fowler LLP, rendered an opinion that RPS'
investment in Treasury Bill repurchase obligations would not adversely affect
its REIT status. However, such opinion is not binding upon the IRS.
In connection with the spin-off of Atlantic Realty Trust (the "Trust") from
RPS, the Trust assumed all tax liability arising out of the RPS Tax Issues
(other than liability that relates to events occurring or actions taken by RPS
following the date of the transactions associated with the spin-off) pursuant to
a tax agreement, dated May 10, 1996, by and between RPS and the Trust (the "Tax
Agreement"). In December 2003, Ramco-Gershenson Properties Trust and the
Internal Revenue Service entered into a closing agreement ("Closing Agreement")
with respect to all of the issues raised by the Internal Revenue Service in
connection with RPS Audit. As a condition of the Closing Agreement,
Ramco-Gershenson Properties Trust was obligated to pay deficiency dividends
(under Code Sec. 860) with respect to its 1992 and 1993 taxable year in amounts
not less than $1,386,503 with respect to the 1992 taxable year and $809,010 with
respect to the 1993 taxable year. In addition, Ramco-Gershenson Properties Trust
is obligated to pay a deficiency in its income taxes with respect to the period
covered by the RPS Audit equal to $770,258, plus interest calculated at the
statutory rate on the amount of the deficiency and the amount of the deficiency
dividends. The aggregate amount of the deficiency dividends, income tax
deficiency and interest on these amounts is approximately $7,400,000.
On January 21, 2004, the Trust contributed $2,200,091 in respect of the
deficiency dividends and interest required to be paid pursuant to the Closing
Agreement and on June 10, 2004, Atlantic Realty Trust paid to the IRS on behalf
of Ramco-Gershenson Properties Trust in respect of the income tax deficiency and
interest for the tax periods and in the amounts set forth in the table below.
- -------------------------------- --------------------------- ---------------- ---------------- -------------------------
Tax Period Principal Amount Interest Penalty Total Remitted
- -------------------------------- --------------------------- ---------------- ---------------- -------------------------
- -------------------------------- --------------------------- ---------------- ---------------- -------------------------
December 31, 1991 230,548.00 353,440.03 1,152.74 585,140.77
- -------------------------------- --------------------------- ---------------- ---------------- -------------------------
- -------------------------------- --------------------------- ---------------- ---------------- -------------------------
December 31, 1992 343,842.00 463,614.83 1,719.21 809,176.04
- -------------------------------- --------------------------- ---------------- ---------------- -------------------------
- -------------------------------- --------------------------- ---------------- ---------------- -------------------------
December 31, 1993 136,185.00 162,004.19 680.92 298,870.11
- -------------------------------- --------------------------- ---------------- ---------------- -------------------------
- -------------------------------- --------------------------- ---------------- ---------------- -------------------------
December 31, 1995 59,683.00 50,066.82 298.41 110,048.23
- -------------------------------- --------------------------- ---------------- ---------------- -------------------------
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
--------------------------------
Edwin R. Frankel
Executive Vice President,
Chief Financial Officer,
Secretary and Principal
Financial and Accounting Officer
June 16, 2004