0000898822-05-000092.txt : 20120626 0000898822-05-000092.hdr.sgml : 20120626 20050224171250 ACCESSION NUMBER: 0000898822-05-000092 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050224 DATE AS OF CHANGE: 20050224 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KIMCO REALTY CORP CENTRAL INDEX KEY: 0000879101 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 132744380 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42000 FILM NUMBER: 05638060 BUSINESS ADDRESS: STREET 1: 3333 NEW HYDE PARK RD STREET 2: PO BOX 5020 CITY: NEW HYDE PARK STATE: NY ZIP: 11042 BUSINESS PHONE: 5168699000 MAIL ADDRESS: STREET 1: 3333 NEW HYDE PARK ROAD STREET 2: PO BOX 5020 CITY: NEW HYDE PARKQ STATE: NY ZIP: 11042 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KIMCO REALTY CORP CENTRAL INDEX KEY: 0000879101 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 132744380 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 3333 NEW HYDE PARK RD STREET 2: PO BOX 5020 CITY: NEW HYDE PARK STATE: NY ZIP: 11042 BUSINESS PHONE: 5168699000 MAIL ADDRESS: STREET 1: 3333 NEW HYDE PARK ROAD STREET 2: PO BOX 5020 CITY: NEW HYDE PARKQ STATE: NY ZIP: 11042 SC 13D/A 1 sched13d.txt ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------- SCHEDULE 13D/A INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2 (AMENDMENT NO. 11) ATLANTIC REALTY TRUST (NAME OF ISSUER) COMMON SHARES OF BENEFICIAL INTEREST, PAR VALUE $.01 PER SHARE ---------------------------------------------------------------- (Title of Class of Securities) 048798-10-2 -------------------------------------------------------------------------------- (CUSIP Number) MILTON COOPER KIMCO REALTY CORPORATION 3333 NEW HYDE PARK ROAD NEW HYDE PARK, NY 11042-0020 (516) 869-9000 ---------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) FEBRUARY 18, 2005 ---------------------------------------------------------------- (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box: [ ]. (Continued on following pages) (Page 1 of 8 Pages) ================================================================================ CUSIP No. 048798-10-2 Page 2 of 8 Pages -------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Kimco Realty Corporation -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] -------------------------------------------------------------------------------- 3. SEC USE ONLY -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS WC -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Maryland -------------------------------------------------------------------------------- Number of 7. SOLE VOTING POWER Shares 355,498 ------------------------------------------------------------------ Beneficially 8. SHARED VOTING POWER Owned By 962,289 ------------------------------------------------------------------ Each 9. SOLE DISPOSITIVE POWER Reporting 355,498 ------------------------------------------------------------------ Person With 10. SHARED DISPOSITIVE POWER 962,289 -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,317,787 -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 37.0% -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON REPORTING CO -------------------------------------------------------------------------------- CUSIP No. 048798-10-2 Page 3 of 8 Pages -------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Kimco Realty Services, Inc. -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] -------------------------------------------------------------------------------- 3. SEC USE ONLY -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS WC, AF -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware -------------------------------------------------------------------------------- Number of 7. SOLE VOTING POWER Shares none ------------------------------------------------------------------ Beneficially 8. SHARED VOTING POWER Owned By 962,289 ----------------------------------------------------------------- Each 9. SOLE DISPOSITIVE POWER Reporting none ------------------------------------------------------------------ Person With 10. SHARED DISPOSITIVE POWER 962,289 -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 962,289 -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 27.0% -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON REPORTING CO -------------------------------------------------------------------------------- CUSIP No. 048798-10-2 Page 4 of 8 Pages -------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Milton Cooper -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] -------------------------------------------------------------------------------- 3. SEC USE ONLY -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS OO -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States -------------------------------------------------------------------------------- Number of 7. SOLE VOTING POWER Shares 29,824 ------------------------------------------------------------------ Beneficially 8. SHARED VOTING POWER Owned By 3,127 ------------------------------------------------------------------ Each 9. SOLE DISPOSITIVE POWER Reporting 29,824 ------------------------------------------------------------------ Person With 10. SHARED DISPOSITIVE POWER 3,127 -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 32,951 -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .9% -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON REPORTING IN -------------------------------------------------------------------------------- This Amendment No. 11 amends and supplements the Schedule 13D filed on May 24, 1996, and amended on July 3, 1996, by Kimco Realty Corporation, a Maryland corporation ("Kimco"), and Milton Cooper and further amended on May 15, 1997, June 10, 1997, April 30, 1998, September 20, 1999, August 10, 2000, August 23, 2000, August 9, 2001, January 31, 2003 and August 3, 2004 by Kimco, Milton Cooper and Kimco Realty Services, Inc., a Delaware corporation ("Services") (as amended, the "Schedule 13D"), relating to the common shares of beneficial interest, par value $.01 per share (the "Shares"), of Atlantic Realty Trust, a Maryland corporation (the "Company"). Unless otherwise indicated, all capitalized terms used herein shall have the meanings given to them in the Schedule 13D, and unless amended or supplemented hereby, all information previously filed remains in effect. ITEM 2. IDENTITY AND BACKGROUND. Information with respect to the executive officers and directors of Kimco and Services, other than Mr. Cooper, required by Instruction C of Schedule 13D is set forth on Schedule I hereto and incorporated herein by reference. ITEM 4. PURPOSE OF THE TRANSACTION Item 4 is hereby amended to add the following: The Company had previously announced that a special committee of the Board of Trustees (the "Special Committee") was considering acquisition proposals for all of the Shares or all or substantially all of the Company's assets. In connection with its evaluation of acquisition proposals, the Special Committee requested that Kimco and other potential bidders, if interested, submit proposals to acquire either the Shares or the Hylan Center (as defined in the Schedule 13D). Kimco has submitted a non-binding indication of its interest in acquiring the Hylan Center (the "Proposal"). The Proposal is conditioned upon satisfactory completion of due diligence, negotiation of acceptable documentation, and any necessary regulatory approvals. The Proposal may be withdrawn or modified by Kimco at any time for any reason. The Company has not accepted the Proposal, and there can be no assurance as to the Company's view of the Proposal, whether the Proposal will be accepted, whether any definitive agreement will be entered into if the Proposal is accepted, nor as to the terms of any such agreement or ensuing transaction. The Proposal is attached hereto as Exhibit 8 and incorporated by reference herein. Kimco, Services and Milton Cooper each reserves the right, based on all relevant factors, and in each case subject to the provisions of the Standstill Agreement (as defined in the Schedule 13D), to acquire additional Shares, to dispose of all or a portion of its holdings of Shares, to modify, amend or rescind the Proposal, to make any alternative proposals with respect to an acquisition of Shares or assets of the Company, a merger, a reorganization or any other extra-ordinary transaction involving the Company or its assets, or to change its intention with respect to any or all of the matters referred to in this Item 4. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. The response to Item 4 is incorporated herein by reference. ITEM 7. MATERIALS TO BE FILED AS EXHIBITS. Exhibit 8. Proposal Letter to Rockwood Realty Associates, LLC dated February 18, 2005. SIGNATURE After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. KIMCO REALTY CORPORATION By: /s/ Milton Cooper ----------------------------------- Name: Milton Cooper Title: Chairman and Chief Executive Officer KIMCO REALTY SERVICES, INC. By: /s/ Milton Cooper ----------------------------------- Name: Milton Cooper Title: President /s/ Milton Cooper --------------------------------------- Milton Cooper February 24, 2005 Exhibit Index Exhibit 8. Proposal Letter to Rockwood Realty Associates, LLC dated February 18, 2005. SCHEDULE I Set forth below is the name, principal business, business address and beneficial ownership of Shares of each executive officer and director of Kimco and Services, other than Milton Cooper. Unless otherwise indicated, the current business address of each person is c/o Kimco, 3333 New Hyde Park Road, Suite 100, New Hyde Park, NY 11041-0020. Each such person is a citizen of the United States of America. 1. Executive Officers & Directors of Kimco. Name Principal Occupation or Shares Beneficially Employment Owned (1) Martin S. Kimmel Director of Kimco and 10,487(2) Services, Chairman (Emeritus) of the Board of Directors of Kimco and Services Michael J. Flynn Vice Chairman of the 0 Board of Directors of Kimco and Services, President of Kimco and Chief Operating Officer of Kimco and Services Richard G. Dooley Director of Kimco; From 0 129 The Laurels 1993 to 2003 consultant Enfield, CT 06082 to, and from 1978 to 1993, Executive Vice President and Chief Investment Officer of Massachusetts Mutual Life Insurance Company. Joe Grills Director of Kimco; Chief 0 11478 Twin Mountains Road Investment Officer for Rapidan, VA 22733 the IBM Retirement Funds, 1986-1993 Frank Lourenso Director of Kimco; 0 c/o The Chase Manhattan Executive Vice President Bank of J.P. Morgan 1166 Avenue of the Americas New York, NY 10036 F. Patrick Hughes Director of Kimco, 0 907 Rolandvue Rd. President, Hughes & Baltimore, MD 21204 Associates, LLC since October 2003. Previ- ously served as Chief Executive Officer, President and Trustee of Mid-Atlantic Realty Trust from its formation in 1993 to 2003. Richard Saltzman Director of Kimco, 0 262 Central Park West President, Colony Capital New York, New York 11024 LLC, ("Colony") since May 2003. Prior to joining Colony, Managing Director and Vice Chairman of Merrill Lynch's investment banking division since 2001 and held various positions at Merrill Lynch for more than five years prior to that time. Thomas A. Caputo Executive Vice President 0 of Kimco Glenn G. Cohen Vice President and 0 Treasurer of Kimco and Services Ray Edwards Vice President of Kimco 0 and Services Jerald Friedman Executive Vice President 0 of Kimco and Services David Henry Director and Chief 0 Investment Officer of Kimco and Services Bruce M. Kauderer Vice President, Legal and 0 Secretary of Kimco and Services Michael V. Pappagallo Vice President, Chief 0 Financial Officer of Kimco and Services (1) All of such Shares were received in the Distribution and no consideration was paid therefor. (2) Does not include 14,135 Shares beneficially owned by Mr. Kimmel's wife or 3,127 by a trust for the benefit of Mr. Kimmel's son, for which Mr. Cooper serves as trustee, as to which Mr. Kimmel disclaims beneficial interest. Such Shares were received in the Distribution and no consideration was paid therefor. EX-8 2 rockwood.txt EXHIBIT 8 February 18, 2005 Rockwood Realty Associates, LLC 555 Fifth Avenue New York, New York 10017 Attention: David F. Monahan, Senior Vice President Kimco Realty Corporation ("Kimco") is pleased to submit this preliminary, non-binding indication of interest ("Proposal") for the acquisition of the Hylan Plaza Shopping Center (the "Center"). This proposal is based on the Offering Memorandum, your letter to us dated January 14, 2005, and the other information you have provided to us regarding the Center and Atlantic Realty Trust (the "Trust") and supercedes the proposal dated February 9. 2005. Kimco is a leading retail REIT specializing in the acquisition, development, and management of neighborhood shopping centers. Kimco is the nation's largest publicly traded owner and operator of neighborhood and community shopping centers, with interests in 750 properties in 42 states, Canada and Mexico, comprising approximately 112 million square feet of leasable space. VALUE Based upon the information received, Kimco believes the value of the Center, on a debt free basis, is $84,000,000 (the "Purchase Price"). Our purchase price is net of $1,000,000 that we estimate we will be required to spend for near term capital expenditures after the closing. CONSIDERATION Under our Proposal, we will issue Kimco common stock in the amount of the Purchase Price to the Trust. Our goal in structuring the transaction would be to achieve a tax-free transaction for the Trust and its shareholders. STRUCTURE Our Proposal contemplates that the Center would be acquired from the Trust on a debt and liability-free basis in a transaction which would permit the Kimco common stock to be received tax free to both the Trust and its shareholders. Our Proposal would have the Trust transfer the Center to Kimco for Kimco stock and the remaining assets and liabilities will be transferred to a liquidating trust (the "Liquidating Trust"). We have assumed that the Trust's only liabilities are certain tax liabilities that are being contested that are related to its predecessor and, other than the Center, the Trust' only asset is cash in excess of such liabilities and that our proposal will qualify as a tax free reorganization. Kimco and its affiliates, as holders of approximately 37% of the outstanding common stock of the Trust, would not be supportive of any transaction involving the Trust or the Center which is not tax free to both the Trust and its shareholders. Based on our conversations with you, we have structured our Proposal as an acquisition of the Center for stock; however, we are amenable to discussing alternative structures including an acquisition of the Trust or a transaction in which shareholders would have the option to receive cash. FINANCING Kimco's common stock is listed on the New York Stock Exchange and is widely traded. EARNEST MONEY DEPOSIT We would be willing to deposit $500,000 (the "Initial Deposit") into an escrow account upon signing a mutually satisfactory definitive agreement. The Initial Deposit would be fully refundable if we terminate the definitive agreement for any reason during a 15 day inspection period which would commence as soon as we enter into exclusive negotiations (the "Inspection Period"). Upon completion of the Inspection Period we would increase the deposit to $4,000,000 as an advance against the Purchase Price. Any deposits would be refunded on the consummation of the transaction and the delivery of the Kimco stock. CONTINGENCIES AND APPROVALS Kimco's interest is conditioned upon satisfactory completion of due diligence, negotiation of acceptable documentation, and any necessary regulatory approvals. We have attached a list of required due diligence materials relating to the Center as Exhibit A, in addition we would depending on the structure of the transaction also anticipate certain limited additional due diligence requests with respect to the Trust. We do not anticipate any difficulties or delays in obtaining any necessary corporate or regulatory approvals. TIMING We are confident that we can negotiate a definitive agreement very quickly and would be able to complete due diligence within the 15 day Inspection Period. CONTACT INFORMATION The Trust may contact Milton Cooper at Kimco at the following: Telephone: (516) 869-7111 Fax: (516) 869-7117 Email: mcooper@kimcorealty.com Alternatively, the Trust may contact Adam Emmerich or David Shapiro at Wachtell, Lipton, Rosen & Katz at: Telephone: 212-403-1234 (Adam Emmerich) 212-403-1314 (David Shapiro) Fax: 212-403-2000 Email: AOEmmerich@wlrk.com; DEShapiro@wlrk.com Our Proposal is confidential; neither it nor our identity should be disclosed to anyone, including any other potential purchasers, except that the Trust may disclose such information to its legal and financial advisors in connection with their evaluation of our Proposal, provided that such advisors are informed of the confidential nature of such information. Nothing in this letter shall constitute a binding agreement of Kimco or any other party. We appreciate the opportunity to review the information you have provided to us to date and to make this Proposal. We look forward to discussing our Proposal with you and the Trust in further detail. If you have any questions, please do not hesitate to contact me. Sincerely, /s/ Milton Cooper Milton Cooper Chief Executive Officer cc: Adam Emmerich David Shapiro