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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
MAY 12, 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 jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification Number)
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 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.
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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 12, 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
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.