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