-----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, OZ4hi/n0P7HTtnQkZ/txIzLVkwB5tB/jyCUos/JHrzBZRdvlgBBW4KN2JIIjtCqO xpzelRKCuYPWEtrn2ZwS+w== 0000889812-97-001338.txt : 19970612 0000889812-97-001338.hdr.sgml : 19970612 ACCESSION NUMBER: 0000889812-97-001338 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970611 SROS: NASD GROUP MEMBERS: KIMCO REALTY CORP GROUP MEMBERS: KIMCO REALTY SERVICES, INC. GROUP MEMBERS: MILTON COOPER 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: 97622165 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: 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 SC 13D/A 1 AMENDMENT NO. 3 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------------------------- SCHEDULE 13D (Amendment No. 3) Under the Securities Exchange Act of 1934 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) Copies to: Erica H. Steinberger, Esq. Latham & Watkins 885 Third Avenue New York, New York 90022-4802 June 10, 1997 (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 subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(b)(3) or (4), check the following box: [ ] Page 1 of 13 Pages Exhibit Index is on Page 13 Page 2 of 13 SCHEDULE 13D CUSIP No. 048798-10-2 1. Name of Reporting Person 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 7. Sole Voting Power 314,098 Number of Shares 8. Shared Voting Power Beneficially None Owned By Reporting 9. Sole Dispositive Power Person 314,098 With 10. Shared Dispositive Power None 11. Aggregate Amount Beneficially Owned by Each Reporting Person 314,098 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13. Percent of Class Represented by Amount in Row (11) 8.8% 14. Type of Reporting Person CO Page 3 of 13 SCHEDULE 13D CUSIP No. 048798-10-2 1. Name of Reporting Person 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 OO, 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 Delaware 7. Sole Voting Power None Number of Shares 8. Shared Voting Power Beneficially 464,028 Owned By Reporting 9. Sole Dispositive Power Person None With 10. Shared Dispositive Power 464,028 11. Aggregate Amount Beneficially Owned by Each Reporting Person 464,028 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13. Percent of Class Represented by Amount in Row (11) 13.0% 14. Type of Reporting Person CO Page 4 of 13 SCHEDULE 13D CUSIP No. 048798-10-2 1. Name of Reporting Person 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 U.S.A. 7. Sole Voting Power 29,824 Number of Shares 8. Shared Voting Power Beneficially 467,155 Owned By Reporting 9. Sole Dispositive Power Person 29,824 With 10. Shared Dispositive Power 467,155 11. Aggregate Amount Beneficially Owned by Each Reporting Person 496,979 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [X] 13. Percent of Class Represented by Amount in Row (11) 14.0% 14. Type of Reporting Person IN Page 5 of 13 This Amendment No. 3 restates and supplements the Schedule 13D previously 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 by Kimco, Milton Cooper and Kimco Realty Services, Inc., a Delaware corporation ("Services"), all of the voting common stock of which is owned by Mr. Cooper. Item 1. Security and Issuer. The title of the class of equity securities to which this Schedule relates is common shares of beneficial interest, par value $.01 per share (the "Shares"), of Atlantic Realty Trust, a Maryland real estate investment trust (the "Company"). The Company's principal executive offices are located at 747 Third Avenue, New York, New York 10017. Item 2. Identity and Background. (a)-(c), (f) This statement is being filed by Kimco, Services and Milton Cooper, the Chairman of the Board and Chief Executive Officer of Kimco and the President and a Director of Services (each a "Reporting Person" and, collectively, "the Reporting Persons"). Kimco owns, operates and manages neighborhood and community shopping centers in 38 states. It intends to operate as a Real Estate Investment Trust for federal income tax purposes. Kimco owns all of the outstanding non-voting preferred stock of Services. Kimco's principal place of business is 3333 New Hyde Park Road, New Hyde Park, New York 11042-0020. The principal business of Services is to perform construction and other services relating to commercial real estate and such other investment activities as deemed appropriate by its board of directors from time to time. Services' principal place of business is 3333 New Hyde Park Road, New Hyde Park, New York 11042-0020. Mr. Cooper is the Chairman of the Board of Directors and Chief Executive Officer of Kimco and the President and a Director of Services. Mr. Cooper owns all of the outstanding voting common stock of Services. His business address is c/o Kimco, 3333 New Hyde Park Road, New Hyde Park, New York 11042-0020. Information with respect to the executive officers and directors of each 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. (d) and (e). During the last five years, none of the Reporting Persons nor, to the best knowledge of the Reporting Persons, any other person named on Schedule I has (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body Page 6 of 13 of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. Kimco acquired 72,771 Shares, and Mr. Cooper acquired directly or through IRA Accounts 29,824 Shares, as a result of the distribution (the "Distribution") by RPS Realty Trust ("RPS"), effective May 13, 1996, of Shares to holders of shares of beneficial interest, par value $.10 per share ("RPS Shares"), of RPS in the ratio of one Share for every eight RPS Shares held on the record date for the Distribution (before taking into account a reverse stock split of RPS shares which occurred immediately prior to the Distribution). No consideration was paid by Kimco or Mr. Cooper for such Shares. Kimco thereafter acquired an additional 241,327 Shares in open market purchases, the funds for which were obtained from its working capital. On May 15, 1997, Services acquired 76,229 Shares, and on June 10, 1997, Services acquired an additional 387,799 Shares; these Shares were acquired in open market purchases, the funds for which were obtained (i) through a loan from Kimco to Services and (ii) from Services' working capital. Item 4. Purpose of Transaction. Kimco and Mr. Cooper hold their Shares received in the Distribution, and Kimco and Services each acquired their additional Shares, as an investment. From time to time, subject to the continuing evaluation of the factors discussed herein, each of the Reporting Persons may acquire additional Shares in the open market or in privately negotiated transactions, or otherwise increase their ownership of Shares, or the Reporting Persons may sell all or a portion of their Shares in the open market or in privately negotiated transactions. Any actions the Reporting Persons might undertake will be dependent upon the Reporting Persons' review of numerous factors, including, among other things, the availability of Shares for purchase and the price levels of such Shares; general market and economic conditions; ongoing evaluation of the Company's assets and operations; the relative attractiveness of alternative business and investment opportunities; the actions of the management and the Board of Directors of the Company; and other future developments. Pursuant to the Company's Amended and Restated Declaration of Trust (the "Declaration of Trust"), the Company shall continue for a period of 18 months from the date of the Distribution, during which time it shall reduce to cash or cash equivalents the Company's assets and either (i) make a liquidating distribution to its shareholders or (ii) agree to merge or combine operations with another real estate entity, in either case, as soon as practicable following the Distribution and within such 18-month period (unless on or before the expiration of such 18-month period the holders of at least two-thirds of the outstanding Shares approve the extension of such date or such date is automatically extended without a shareholder vote because a contingent tax liability relating to RPS that has been Page 7 of 13 assumed by the Company has not been satisfactorily resolved). Depending upon the factors discussed above, Kimco may seek to acquire one or more assets of the Company (including the Hylan Center, as defined below), as part of the Company's liquidation of such assets, or propose a business combination or other business arrangement with the Company. Prior to the Distribution, Mr. Cooper, as Kimco's representative, had discussions with management of RPS concerning a possible purchase of RPS's then-mortgage and other interests in a shopping center located on Hylan Boulevard in Staten Island, New York (the "Hylan Center"), which was considered by RPS to be a "problem loan" as of December 31, 1995, as discussed in the Information Statement dated March 29, 1996 (the "Information Statement") furnished to holders of RPS Shares in connection with the Distribution. The then-mortgage and other interests of RPS in the Hylan Center were transferred by RPS to the Company (which now owns fee title to the Hylan Center) prior to the Distribution. Although the foregoing reflects the present intention of the Reporting Persons with respect to the Company, it is subject to change at any time. Except as set forth above, the Reporting Persons have no present plans or intentions which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer. (a) Kimco beneficially owns an aggregate of 314,098 Shares, or approximately 8.8% of the outstanding Shares, and Services beneficially owns an aggregate of 464,028 Shares, or approximately 13.0% of the outstanding Shares (based on 3,561,553 Shares reported by the Company to be outstanding as of April 22, 1997 in the Company's Quarterly Report on Form 10-Q for the Period Ended March 31, 1997). Mr. Cooper beneficially owns 496,979 Shares (which includes all of the Shares owned by Services, whose voting common stock is owned by Mr. Cooper), or approximately 14.0% of the outstanding Shares, of which 2,012 Shares are held through IRA accounts, and 3,127 Shares are held by a trust for Adam Kimmel, the son of Martin S. Kimmel (the "Kimmel Trust"), for which Mr. Cooper serves as a trustee. Such holdings do not include an aggregate of 6,050 Shares held by Mr. Cooper's adult children or their spouses, an aggregate of 2,979 Shares held by nine trusts for the benefit of Mr. Cooper's grandchildren, for which certain of such adult children serve as trustees, or 3,750 Shares held by CLS General Partnership Corporation (a Delaware corporation which serves as the general partner of Power Test Investors Limited Partnership, a New York limited partnership), of which Mr. Cooper is a stockholder and serves as secretary and a director, as to all of which Shares Mr. Cooper disclaims beneficial ownership. All of such Shares were received by such persons in the Distribution by reason of their ownership of RPS Shares. Except as set forth herein, each of the Reporting Persons disclaims beneficial ownership of any Shares beneficially owned by any other person described in this Item 5(a) or on Schedule I hereto. (b) Each Reporting Person has sole power to vote, or direct the vote, and to dispose or direct the disposition of, all Shares reported as beneficially owned by it or him, Page 8 of 13 except that, (i) Mr. Cooper, by reason of his ownership of all of Services' voting common stock, has the power to direct the vote or the disposition of all Shares reported as beneficially owned by Services, and (ii) with respect to the 3,127 Shares held by the Kimmel Trust, Mr. Cooper shares such power with the other trustee. (c) On May 15, 1997, Services acquired 76,229 Shares in an open market purchase at a price of $11.125 per share. On June 10, 1997, Services acquired 387,799 Shares in an open market purchase at a price of $11.52 per share. (d) No person other than the Reporting Persons is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by the Reporting Persons, except that, with respect to the Shares owned by the Kimmel Trust, such Trust and the trustee thereof who shares such power with Mr. Cooper. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. None Item 7. Material to be Filed as Exhibits. Item 7 is hereby supplemented by the addition of the following: None. Page 9 of 13 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, for whom such information is contained in Items 2 and 5 of the Schedule 13D. 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 11042-0020. 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 Chairman (Emeritus) of the 10,487(2) Board of Directors. Richard G. Dooley Director of Kimco; Consultant -0- c/o Massachusetts Mutual Life to Massachusetts Mutual Life Insurance Company Insurance Company 1295 State Street Springfield, Mass. 01111 Michael J. Flynn Vice Chairman of the Board of -0- Directors, President and Chief Operating Officer of Kimco Frank Lourenso Director of Kimco; Executive -0- c/o The Chase Manhattan Bank Vice President of The Chase 270 Park Avenue. Manhattan Bank New York, NY 10017 Joe Grills Director of Kimco; Chief -0- 183 Soundview Lane Investment Officer for the IBM New Canaan, CT 06840 Retirement Funds, 1986-1993 Robert P. Schulman Senior Vice President and 1,625 Secretary of Kimco Alex Weiss Vice President--MIS of Kimco 1,250 Michael V. Pappagallo Chief Financial Officer of -0- Kimco Bruce M. Kauderer Vice President, Legal of Kimco -0- Joseph V. Denis Vice President, -0- Construction of Kimco
- -------- (1) All of such Shares were received in the Distribution and no consideration was paid therefor. (2) Does not include 14,125 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. Page 10 of 13 2. Executive Officers & Directors of Services.
Name Principal Occupation or Shares Beneficially - ---- ----------------------- ------------------- Employment Owned ---------- ----- Arthur Friedman Director and Secretary of -0- Services; Certified Public Accountant Sol Denbaum Director of Services; Vice -0- President - Maintenance (retired) of Kimco Michael V. Pappagallo Chief Financial Officer of -0- Kimco and Services Joseph Hogan Vice President of Services -0-
Page 11 of 13 SIGNATURE After reasonable inquiry and to the best of its 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 Dated: June 10, 1997 KIMCO REALTY SERVICES, INC. By: /s/ Milton Cooper --------------------------------- Name: Milton Cooper Title: President Dated: June 10, 1997 Page 12 of 13 SIGNATURE 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. /s/ Milton Cooper --------------------------------- MILTON COOPER Dated: June 10, 1997 Page 13 of 13 EXHIBIT INDEX Exhibit Page Number - ------- ----------- * Exhibit 2 Joint Filing Agreement * Previously Filed -----END PRIVACY-ENHANCED MESSAGE-----