-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ox0TQrycnq0GtGviXyrmPP76ABotCcy4j3dAA01JTCLDxrdwIQd8UpKEI3xSAdLu Mkp9bE0K/l1VaDsa+7Ux/Q== 0000950136-04-001180.txt : 20040419 0000950136-04-001180.hdr.sgml : 20040419 20040419105108 ACCESSION NUMBER: 0000950136-04-001180 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20040419 GROUP MEMBERS: MICHAEL ASHNER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ATLANTIC REALTY TRUST CENTRAL INDEX KEY: 0000948975 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 133849655 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-45961 FILM NUMBER: 04739662 BUSINESS ADDRESS: STREET 1: 747 THIRD AVE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2123551255 MAIL ADDRESS: STREET 1: 747 THIRD AVE CITY: NEW YORK STATE: NY ZIP: 10017 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FIRST UNION REAL ESTATE EQUITY & MORTGAGE INVESTMENTS CENTRAL INDEX KEY: 0000037008 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 346513657 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 7 BULFINCH PLACE STREET 2: SUITE 500 PO BOX 9507 CITY: BOSTON STATE: MA ZIP: 02114 BUSINESS PHONE: 6175704614 MAIL ADDRESS: STREET 1: 7 BULFINCH PLACE STREET 2: SUITE 500 PO BOX 9507 CITY: BOSTON STATE: MA ZIP: 02114 FORMER COMPANY: FORMER CONFORMED NAME: FIRST UNION REALTY DATE OF NAME CHANGE: 19691012 SC 13D/A 1 file001.txt AMENDMENT TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------------- SCHEDULE 13D under the Securities Exchange Act of 1934 (Amendment No. 2) ----------------------- ATLANTIC REALTY TRUST (Name of Issuer) Common Shares of Beneficial Interest, Par Value $.01 per share (Title of Class of Securities) 048798102 (CUSIP Number of Class of Securities) -----------------------
Carolyn Tiffany David J. Heymann First Union Real Estate Equity and Mortgage Investments Post & Heymann, LLP 7 Bulfinch Place 100 Jericho Quadrangle Suite 500 Suite 214 Boston, Massachusetts 02114 Jericho, New York 11753 (617) 570-4614 (516) 681-3636
---------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 19, 2004 -------------- (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(b)(3) or (4), check the following box [ ]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (continued on next page(s)) Page 1 of 6 CUSIP NO.048798102 13D/A Page 2 of 6 _____________________________________________________________________ 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person First Union Real Estate Equity and Mortgage Investments I.R.S. I.D. No. 34-6513657 _____________________________________________________________________ 2. Check the Appropriate Box if a Member of a Group * (a) [ ] (b) [ ] _____________________________________________________________________ 3. SEC Use Only _____________________________________________________________________ 4. Sources of Funds * WC _____________________________________________________________________ 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e) of 2(f) [ ] _____________________________________________________________________ 6. Citizenship or Place of Organization Delaware _____________________________________________________________________ Number 7. Sole Voting Power 267,000 of ______________________________________________ Shares 8. Shared Voting Power - 0 - Beneficially ______________________________________________ Owned by Each 9. Sole Dispositive Power 267,000 Reporting ______________________________________________ Person With 10. Shared Dispositive Power - 0 - _____________________________________________________________________ 11. Aggregate Amount Beneficially Owned by Each Reporting Person 267,000 Shares _____________________________________________________________________ 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ] _____________________________________________________________________ 13. Percent of Class Represented by Amount in Row (11) 7.5% _____________________________________________________________________ 14. Type of Reporting Person* OO _____________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO.048798102 13D/A Page 3 of 6 _____________________________________________________________________ 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Michael L. Ashner _____________________________________________________________________ 2. Check the Appropriate Box if a Member of a Group * (a) [ ] (b) [ ] _____________________________________________________________________ 3. SEC Use Only _____________________________________________________________________ 4. Sources of Funds * WC _____________________________________________________________________ 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e) of 2(f) [ ] _____________________________________________________________________ 6. Citizenship or Place of Organization New York _____________________________________________________________________ Number 7. Sole Voting Power 80,000 of ______________________________________________ Shares 8. Shared Voting Power - 0 - Beneficially ______________________________________________ Owned by Each 9. Sole Dispositive Power 80,000 Reporting ______________________________________________ Person With 10. Shared Dispositive Power - 0 - _____________________________________________________________________ 11. Aggregate Amount Beneficially Owned by Each Reporting Person 80,000 Shares _____________________________________________________________________ 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ] _____________________________________________________________________ 13. Percent of Class Represented by Amount in Row (11) 2.25% _____________________________________________________________________ 14. Type of Reporting Person* IN _____________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! This Amendment No. 2 amends certain information contained in the Schedule 13Dfiled jointly by First Union Real Estate Equity and Mortgage Investments, an Ohio business trust ("First Union") and Michael L. Ashner, with respect to their interests in Atlantic Realty Trust, as amended by Amendment No. 1 to Schedule 13D dated January 15, 2004 (as amended, the "13D"). Capitalized terms used but not defined herein have the meanings ascribed to them in the 13D. Item 4. Purpose of Transaction. ---------------------- On April 19, 2004, First Union sent to the Issuer a letter increasing the consideration payable to shareholders of the Issuer in connection with the proposed merger to either (i) $19.25 per share or (ii) 0.8 shares of First Union's Series A cumulative convertible redeemable preferred shares of beneficial interest (the "Preferred Shares"). In the event that holders of Shares holding more than 1,315,000 Shares in the aggregate elect to receive Preferred Shares, such shareholders will receive (i) a number of Preferred Shares equal to (a) .8 multiplied by (b) a fraction, the numerator of which is 1,315,000 and the denominator of which is the total number of Shares to be exchanged for Preferred Shares and (ii) cash equal to (x) $19.25 multiplied by (y) a fraction, the numerator of which is the number of Shares to be exchanged for Preferred Shares less 1,315,000 and the denominator of which is the number of Shares to be exchanged for Preferred Shares. The consideration would be subject to upward or downward adjustment, as the case may be, based (i) on a projected post-closing net cash balance of the Issuer of $13,500,000 and (ii) any stock splits, issuances, repurchases, reclassifications and other transactions effecting the value of the Issuer. The proposal also provides that it is subject to, among other things, the satisfactory completion by First Union of a five-business day due diligence review of the Issuer. Item 7. Materials to be Filed as Exhibits. --------------------------------- Exhibit 3. Letter dated April 19, 2004 from First Union to the Issuer. Exhibit 4. Press Release dated April 19, 2004 issued by First Union. Page 4 of 6 Signatures After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: April 19, 2004 FIRST UNION REAL ESTATE EQUITY AND MORTGAGE INVESTMENTS By: /s/ Michael L. Ashner ----------------------------- Michael L. Ashner Chief Executive Officer Dated: April 19, 2004 /s/ Michael L. Ashner --------------------- Michael L. Ashner Page 5 of 9 EX-3 3 file002.txt LETTER Exhibit 3 FIRST UNION REAL ESTATE AND MORTGAGE INVESTMENTS 100 Jericho Quadrangle Suite 214 Jericho, New York 11753 (516) 822-0022 April 19, 2004 Mr. Joel Pashcow Chairman of the Board and President Atlantic Realty Trust 747 Third Avenue New York, New York 10017 Dear Mr. Pashcow: The purpose of this letter is to modify the proposal made by First Union Real Estate Equity and Mortgage Investments, an Ohio business trust ("First Union") on January 12, 2004 (a copy of which is attached) to enter into a transaction with Atlantic Realty Trust, a Maryland real estate investment trust (the "Trust"), pursuant to which the Trust would be merged with and into First Union, or a subsidiary thereof. In this regard, First Union proposes to enter into a transaction with the Trust as outlined in our January 12, 2004 letter with the following modifications: 1. The consideration payable to holders of shares of beneficial interest in the Trust (the "Trust Shareholders") will be $19.25 per share of beneficial interest in the Trust (the "Trust Shares") based on 3,561,553 common shares of beneficial interest in the Trust (the "Trust Shares") outstanding, as compared to the $16.25 previously offered. 2. As with the prior proposal, the consideration will be payable, at the election of the Trust Shareholder, either (i) in cash, or (ii) in exchange for First Union's Series A cumulative convertible redeemable preferred shares of beneficial interest (the "Preferred Shares"). However Page 6 of 9 the exchange rate for the Preferred Shares will be increased to 0.8 Preferred Shares per Trust Share to reflect the increased consideration. 3. In the event that Trust Shareholders holding more than 1315,000 Trust Shares in the aggregate elect to receive Preferred Shares, such Trust Shareholders will receive (i) a number of Preferred Shares equal to (a) 0.8 multiplied by (b) a fraction, the numerator of which is 1,315,000 and the denominator of which is the total number of Trust Shares to be exchanged for Preferred Shares and (ii) cash equal to (x) $19.25 multiplied by (y) a fraction, the numerator of which is the number of Trust Shares to be exchanged for Preferred Shares less 1,315,000 and the denominator of which is the number of Trust Shares to be exchanged for Preferred Shares. 4. The adjustment to the consideration for the transaction due to the post-closing cash balance would be based on $13,500,000 instead of the $17,500,000 as provided in the January 12, 2004 letter. 5. The final documentation between the parties would be subject to higher and better offers if the Trust so desired. In such event, First Union would be entitled to a reasonable termination fee to be agreed upon by the parties. Except as modified above, the proposal set forth in our January 12, 2004 letter remains unmodified and our revised proposal is based on the Trust's publicly available information, is subject to our due diligence review and constitutes a framework on which we believe we could quickly structure and consummate a transaction. The proposal set forth herein shall remain valid until 5:00 p.m. New York time on May 7, 2004, at which time our proposal set forth herein shall automatically be withdrawn. Please feel free to contact either myself or Peter Braverman at (516) 822-0022 with any questions regarding the above. FIRST UNION REAL ESTATE EQUITY AND MORTGAGE INVESTMENTS By: /s/ Michael L. Ashner ---------------------- Michael L. Ashner Chief Executive Officer Page 7 of 9 EX-4 4 file003.txt PRESS RELEASE Exhibit 4 FIRST UNION REAL ESTATE EQUITY AND MORTGAGE INVESTMENTS - ------------------------------------------------------- AT THE COMPANY - -------------- Carolyn Tiffany Chief Operating Officer (617) 570-4614 FIRST UNION REAL ESTATE EQUITY AND MORTGAGE INVESTMENTS INCREASES CONSIDERATION PAYABLE IN CONNECTION WITH THE PROPOSED MERGER WITH ATLANTIC REALTY TRUST FOR IMMEDIATE RELEASE - Boston, Massachusetts- April 19, 2004-First Union Real Estate Equity and Mortgage Investments (NYSE:FUR) has notified Atlantic Realty Trust (NASDAQ: ATLRS) that it has increased the consideration payable in connection with its proposed merger of Atlantic Realty with and into First Union to $19.25 in cash or 0.8 preferred shares of beneficial interest of First Union, in each case per common share of Atlantic Realty, subject to certain conditions. For additional information with respect to the proposed merger, reference is made to the Amendment to the Schedule 13D filed today by First Union with the Securities and Exchange Commission. ------------------- Certain statements contained in this press release that are forward-looking are based on current expectations that are subject to a number of uncertainties and risks, and actual results may differ materially. Further information about these matters and the risks generally with respect to First Union can be found in First Union's Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission. First Union Real Estate Equity and Mortgage Investments is a NYSE-listed real estate investment trust (REIT) headquartered in Boston, Massachusetts. Page 8 of 9 -----END PRIVACY-ENHANCED MESSAGE-----