UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[x] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sections 240.14a-11(c) of sections
240.14a-12
Atlantic Realty Trust
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rules 14a-6(i)(1) and 0-11:
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] FEE PAID PREVIOUSLY WITH PRELIMINARY MATERIALS.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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ATLANTIC REALTY TRUST
747 THIRD AVENUE
NEW YORK, NEW YORK 10017
IMPORTANT REMINDER TO VOTE YOUR PROXY
March 6, 2006
Dear Shareholder:
You recently received proxy materials for the Special Meeting of
Shareholders of Atlantic Realty Trust to be held at the offices of Proskauer
Rose LLP, 1585 Broadway, New York, New York on Thursday, March 30, 2006 at 10:00
a.m. local time. If you have not yet voted, please take a moment right now to
ensure that your shares are represented at this very important meeting.
At the Special Meeting, you will be asked to approve the Agreement and
Plan of Merger between Kimco Realty Corporation and Atlantic Realty Trust (the
"Merger"). You will also be asked to approve the adjournment of the Special
Meeting if necessary.
*PLEASE VOTE YOUR SHARES TODAY*
In order to ensure that every shareholder has an opportunity to vote his
or her shares, no matter how few or how many shares you may own, we are
enclosing an additional proxy card that will allow you to exercise your rights
as a shareholder.
The Board of Trustees has determined that the Merger is in the best
interests of the shareholders of Atlantic Realty Trust, and recommends that you
vote "For" the proposal to approve the Merger as well as the proposal to adjourn
the meeting if necessary.
PLEASE VOTE BY TELEPHONE OR BY INTERNET TODAY PURSUANT TO THE INSTRUCTIONS
ENCLOSED. REMEMBER - EVERY SHARE AND EVERY VOTE COUNTS! Alternatively, you may
sign, date and mail your proxy card in the envelope provided. If you have any
questions, please call MacKenzie Partners, Inc., toll-free at (800) 322-2885 or
collect at (212) 929-5500.
Thank you in advance for voting promptly.
Sincerely,
/s/ Joel Paschow
Joel Paschow
CHAIRMAN, PRESIDENT AND
CHIEF EXECUTIVE OFFICER
1
ATLANTIC REALTY TRUST
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned shareholder of Atlantic Realty Trust, a Maryland real
estate investment trust (the "Company"), hereby appoints Joel Pashcow and Edwin
Frankel, and each of them, his or her true and lawful agents and proxies with
full power of substitution to attend the Special Meeting of Shareholders of the
Company to be held on Thursday, March 30, 2006 at Proskauer Rose LLP, 1585
Broadway, New York, NY 10036, at 10:00 a.m. local time and any adjournment(s) or
postponement(s) thereof, to cast on behalf of the undersigned all votes that the
undersigned is entitled, as a holder of common shares of beneficial interest,
par value $0.01 per share, of the Company, to cast at such meeting and otherwise
to represent the undersigned at the Special Meeting with all powers possessed by
the undersigned if personally present at the meeting.
The undersigned hereby revokes any proxy previously given with respect to
such meeting. The undersigned acknowledges receipt of the Notice of Special
Meeting of Shareholders and the accompanying Proxy Statement.
(CONTINUED AND TO BE DATED AND SIGNED ON REVERSE SIDE.)
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COMMENTS
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14475
SPECIAL MEETING OF SHAREHOLDERS OF
ATLANTIC REALTY TRUST
March 30, 2006
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PROXY VOTING INSTRUCTIONS
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MAIL - Date, sign and mail your
proxy card in the envelope provided
as soon as possible.
- OR -
TELEPHONE - Call toll-free
1-800-PROXIES (1-800-776-9437) from COMPANY NUMBER |
any touch-tone telephone and follow --------------------------------
the instructions. Have your proxy ACCOUNT NUMBER |
card available when you call. --------------------------------
|
- OR - --------------------------------
INTERNET - Access
"www.voteproxy.com" and follow the
on-screen instructions. Have your
proxy card available when you
access the web page.
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You may enter your voting instructions at 1-800-PROXIES or www.voteproxy.com
up until 11:59 PM Eastern Time the day before the cut-off or meeting date.
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| |
| Please detach along perforated line and mail in the envelope provided |
\|/ IF you are not voting via telephone or the Internet. \|/
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THE BOARD OF TRUSTEES RECOMMENDS A VOTE "FOR" PROPOSALS 1 AND 2.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK
YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE [X]
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THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST IN ACCORDANCE WITH
THE SPECIFICATIONS MADE. IF THIS PROXY IS EXECUTED BUT NO SPECIFICATION IS MADE,
THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST FOR THE PROPOSAL
TO APPROVE THE TRANSACTIONS CONTEMPLATED BY THE AGREEMENT AND PLAN OF MERGER, IN
THE DISCRETION OF THE PROXY HOLDERS ON ANY MOTION TO ADJOURN OR POSTPONE THE
MEETING AND IN THE DISCRETION OF THE PROXY HOLDERS ON ANY OTHER MATTERS THAT MAY
PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT(S) OR POSTPONEMENT(S)
THEREOF.
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To change the address on your account, please check the box at right [ ]
and indicate your new address in the address space above. Please note
that changes to the registered name(s) on the account may not be
submitted via this method.
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FOR AGAINST ABSTAIN
1. A proposal to approve the transactions [ ] [ ] [ ]
contemplated by an Agreement and Plan
of Merger, dated as of December 1,
2005, by and between Kimco Realty
Corporation, SI 1339, Inc. and
Atlantic Realty Trust, including the
merger, subject to the terms and
conditions of the merger agreement,
of Atlantic Realty Trust with and
into SI 1339, Inc., a wholly-owned
subsidiary of Kimco Realty
Corporation.
2. A proposal to approve an adjournment [ ] [ ] [ ]
of the special meeting, if necessary,
to solicit additional proxies if
there are insufficient votes at the
time of the special meeting to
approve the merger.
The proxy holders are authorized to vote, in their discretion, and otherwise
represent the undersigned on any other matters which may properly come before
the meeting or any adjournment(s) or postponement(s) thereof.
TO INCLUDE ANY COMMENTS, USE THE COMMENTS BOX ON THE REVERSE SIDE OF THIS CARD.
MARK HERE IF YOU PLAN TO ATTEND THE MEETING
MARK HERE IF YOU PLAN TO ATTEND THE MEETING [ ]
Signature of Shareholder Date:
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Signature of Shareholder Date:
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Note: Please sign exactly as your name or names appear on this Proxy. When
shares are held jointly, each holder should sign. When signing as
executor, administrator, attorney, trustee or guardian, please give full
title as such. If the signer is a corporation, please sign full corporate
name by duly authorized officer, giving full title as such. If signer is a
partnership, please sign in partnership name by authorized person.
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