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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
APRIL 22, 2005
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Date of report (Date of earliest event reported)
ATLANTIC REALTY TRUST
(Exact name of registrant as specified in its charter)
MARYLAND 0-27562 13-3849655
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(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification Number)
incorporation)
747 THIRD AVENUE, NEW YORK, NY 10017
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(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, including area code 212-702-8561
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Former name or former address, if changed since last report)
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ITEM 8. OTHER EVENTS.
On April 22, 2005, Atlantic Realty Trust (the "Trust") received a letter
from Ramco-Gershenson Properties Trust (formerly known as RPS Realty Trust,
"Ramco") stating that Ramco had received a 30-day Letter (the "30-day Letter")
from the Internal Revenue Service (the "IRS") covering the years 1996 and 1997.
The 30-day Letter takes the position that Ramco should be disqualified as a real
estate investment trust ("REIT") for 1996 and 1997 and disallows certain claimed
deductions of Ramco. Because the Trust is a successor to Ramco for REIT tax
qualification purposes, there is a risk that if the IRS' position is sustained,
the Trust's status as a REIT could be jeopardized. The facts presented raise
complex issues, many of which are issues of first impression and therefore the
outcome cannot be predicted with certainty. While there can be no assurance,
outside tax counsel has advised the Trust that, based on the facts known to
date, the IRS position on Ramco's REIT status is incorrect and moreover, the
possible disqualification of Ramco as a REIT should not result in any material
tax liability for the Trust. The letter from Ramco also stated that Ramco might
seek indemnification from the Trust with regard to the 1996 year pursuant to the
Tax Agreement dated as of May 10, 1996 by and between Ramco and the Trust. While
there can be no assurance, counsel advises that the Trust does not have any
obligation to make any payment to or indemnify Ramco in any manner for any tax,
interest or penalty set forth in the 30-day Letter.
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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
Date: May 11, 2005 By: /S/ Edwin R. Frankel
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Name: Edwin R. Frankel
Title: Executive Vice President,
Chief Financial
Officer, Secretary and
Principal Financial
and Accounting Officer
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
1.1 Press Release issued by the Company on May 11, 2005
4