================================================================================ 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 MAY 12, 2005 ------------------------------------------------ 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 - ----------------------------- -------------------------- ---------------------- (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation) Identification Number) 747 THIRD AVENUE, NEW YORK, NY 10017 ------------------------------------------------------------------ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code 212-702-8561 ------------------------------------------------------------------ ------------------------------------------------------------------ Former name or former address, if changed since last report) ================================================================================ ITEM 1.01. MATERIAL AGREEMENTS. On May 12, 2005, Atlantic Realty Trust (the "Trust") entered into an amendment (the "Amendment") of an Indemnification Agreement (the "Indemnification Agreement") the Trust entered into with Kimco Realty Corporation ("Kimco") on March 28, 2005, pursuant to which the Trust agreed to allow Kimco to conduct due diligence on the Hylan Plaza Shopping Center, the primary asset of the Trust. The Indemnification Agreement was entered into in connection with Kimco's bid to acquire the Hylan Plaza Shopping Center from the Trust and provided that commencing on March 28, 2005 and for a period of forty five (45) days thereafter (such period being referred to as the "Exclusivity Period"), neither the Trust nor any of its representatives or agents would engage in negotiations or discussions with any party other than Kimco for the sale of the capital stock or assets of the Trust, including the sale of the Hylan Plaza Shopping Center. The Amendment extends the Exclusivity Period to June 12, 2005, thirty-one (31) days following the original termination date, which otherwise would have been May 12, 2005. While the Trust and Kimco have entered into the Indemnification Agreement, the Trust has not as of the date hereof accepted Kimco's offer to purchase the Hylan Center; therefore, there is no assurance that Kimco and the Trust will enter into a definitive agreement in respect thereto. Attached hereto and incorporated herein by reference as Exhibit 10.1 is the Amendment. 2 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 12, 2005 By: /s/ EDWIN R. Frankel ------------------------------- Name: Edwin R. Frankel Title: Executive Vice President, Chief Financial Officer, Secretary and Principal Financial and Accounting Officer EXHIBIT NUMBER DESCRIPTION 10.1 Amendment to the Indemnification Agreement dated as of May 12, 2005 by and between Atlantic Realty Trust and Kimco Realty Corporation.