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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
JUNE 14, 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 of incorporation) (Commission File Number) (I.R.S. Employer 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 June 14, 2005, Atlantic Realty Trust (the "Trust") entered into a second
amendment (the "Second Amendment") to the 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. A previous amendment extended the Exclusivity
Period to June 12, 2005, thirty-one (31) days following the original termination
date and the Second Amendment extends the Exclusivity Period to July 11, 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 Second 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: June 16, 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
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10.1 Amendment 2 to the Indemnification Agreement dated as of
June 14, 2005 by and between Atlantic Realty Trust and Kimco
Realty Corporation.