-----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, K8T9dQ60P+21XM4xS35Y6jllXLuThWzUGHsdEcuY5o7b+xn48zIrHKMUtQ9zB8Pp W3v2HAyDwmOFLdW8gI3a6g== 0000903112-97-000635.txt : 19970509 0000903112-97-000635.hdr.sgml : 19970509 ACCESSION NUMBER: 0000903112-97-000635 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970609 FILED AS OF DATE: 19970430 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ATLANTIC REALTY TRUST CENTRAL INDEX KEY: 0000948975 STANDARD INDUSTRIAL CLASSIFICATION: 6798 IRS NUMBER: 133849655 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-27198 FILM NUMBER: 97591462 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 DEF 14A 1 SCHEDULE 14A SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 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)) [X] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 Atlantic Realty Trust - - ------------------------------------------------------------------------------ (Name of Registrant as Specified in Its Charter) - - ------------------------------------------------------------------------------ (Name of Person(s) Filing Proxy Statement, if other than the Registrant) [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: [ ] 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: (2) Form, Schedule or Registration Statement to: (3) Filing Party: (4) Date Filed: 469471.1 ATLANTIC REALTY TRUST NOTICE OF 1997 ANNUAL MEETING OF SHAREHOLDERS JUNE 9, 1997 -------------------- To the Shareholders of Atlantic Realty Trust: Notice is hereby given that the 1997 Annual Meeting of Shareholders of Atlantic Realty Trust (the "Trust") will be held at 3:00 p.m. on Monday, June 9, 1997, at the offices of Battle Fowler LLP, 75 East 55th Street, New York, New York, in Conference Room 7A, to consider and take action upon the following matters: (1) To elect eight trustees to serve until the next annual meeting of shareholders and until their successors are duly elected and qualified; (2) The ratification of the selection by the Board of Trustees of the Trust of Deloitte & Touche LLP as the independent auditors of the Trust for the fiscal year commencing January 1, 1997; and (3) The transaction of such other business as may properly come before the meeting or any adjournment thereof. Your Board of Trustees recommends a vote "FOR" each of the listed nominees. The accompanying Proxy Statement contains additional information and should be carefully reviewed by Shareholders. The Board of Trustees has fixed the close of business on April 28, 1997 as the record date for the determination of Shareholders entitled to notice of and to vote at the meeting and any adjournment thereof. A list of Shareholders entitled to vote at the meeting will be available for examination by any Shareholder, for any purpose germane to such meeting, during ordinary business hours during the ten days prior to the meeting date, at the offices of the Trust, 747 Third Avenue, New York, New York 10017. By Order of the Board of Trustees /s/Joel M. Pashcow JOEL M. PASHCOW Chairman, President and Trustee New York, New York April 30, 1997 ALL SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING. WHETHER OR NOT YOU INTEND TO BE PRESENT, PLEASE COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE STAMPED AND ADDRESSED ENVELOPE ENCLOSED FOR YOUR CONVENIENCE. SHAREHOLDERS CAN HELP THE TRUST AVOID UNNECESSARY EXPENSE AND DELAY BY PROMPTLY RETURNING THE ENCLOSED PROXY CARD. THE BUSINESS OF THE MEETING TO BE ACTED UPON BY THE SHAREHOLDERS CANNOT BE TRANSACTED UNLESS AT LEAST A MAJORITY OF THE OUTSTANDING SHARES OF BENEFICIAL INTEREST IS REPRESENTED AT THE MEETING. 462153.6 ATLANTIC REALTY TRUST 747 THIRD AVENUE NEW YORK, NEW YORK 10017 -------------------- PROXY STATEMENT -------------------- ANNUAL MEETING OF SHAREHOLDERS -------------------- INTRODUCTION General The accompanying form of proxy is solicited on behalf of the Board of Trustees of Atlantic Realty Trust (the "Trust") for use at the 1997 Annual Meeting of Shareholders of the Trust and at any adjournment or adjournments of that meeting (the "Meeting") to be held at the offices of Battle Fowler LLP, 75 East 55th Street, New York, New York, in Conference Room 7A, on Monday, June 9, 1997 at 3:00 p.m. The Trust has first mailed these proxy materials to holders (the "Shareholders") of shares of beneficial interest, $.01 par value (the "Shares"), on or about April 30, 1997. The Trust's executive offices are located at 747 Third Avenue, New York, New York 10017 (telephone: (212) 355-1255). Shareholders of record at the close of business on April 28, 1997 (the "Record Date") will be entitled to vote at the Meeting. Proxies in the accompanying form which are properly executed and duly returned to the Trust and not revoked will be voted as specified and, if no direction is made, will be voted for the election of each of management's nominees for re-election as Trustees and in favor of proposals 2 and 3. Each proxy granted is revocable by the person giving such proxy and may be revoked at any time prior to its exercise by giving notice to the Trust of its revocation. A Shareholder who attends the Meeting in person may, if he wishes, vote by ballot at the Meeting, thereby cancelling any proxy previously given by such Shareholder. As of April 28, 1997, approximately 3,561,553 Shares of the Trust were outstanding, with each Share entitled to one vote on all matters that may come before the Meeting. ELECTION OF TRUSTEES At the Meeting, all of the Trustees are to be elected. It is intended that votes will be cast pursuant to proxies received from Shareholders of the Trust FOR the nominees listed hereinafter, all of whom are presently Trustees of the Trust, unless contrary instructions are received. If for any reason any of the nominees becomes unavailable for election, the proxies solicited will be voted for such substitute nominees as are selected by management. Management has no reason to believe that any of the nominees is not available or will not serve if elected. The election of 462153.6 each Trustee will be decided by a plurality of the Shares present in person or represented by proxy and entitled to vote at the Meeting. Set forth in the following table is certain information with respect to each nominee nominated to serve as a Trustee and with respect to a significant employee of the Trust who is not a nominee nominated to serve as a Trustee:
Year First Name of Trustee/ Became a Nominee for Election Age Principal Occupation Trustee(1) Joel M. Pashcow 54 Chairman and President of the Trust effective as of 1996 February 26, 1996. He has been a member of the Bar of the State of New York since 1968. Chairman of RPS Realty Trust ("RPS"), the predecessor of the Trust, from inception (December 1988) through May 1996. He is a graduate of Cornell University and the Harvard Law School. Mr. Pashcow is also a trustee of Ramco-Gershenson Properties Trust and Chairman of its Executive Committee (formerly RPS). Herbert Liechtung 66 Private investor. President of RPS until February 1996 1996. After the Distribution, Mr. Liechtung became a trustee of Ramco-Gershenson Properties Trust.
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Year First Name of Trustee/ Became a Nominee for Election Age Principal Occupation Trustee(1) Edwin J. Glickman 64 Executive Vice President of Capital Lease Funding 1996 Corp. since January 1995, which is a company engaged in commercial real estate lending. Prior to that, Mr. Glickman was President of the Glickman Organization, Inc. ("Glickman") from January 1992 to December 1994. Glickman conducted real estate investment consulting services and real estate financial services, including mortgage brokerage, arranging joint ventures and equity financing. Prior to that, Mr. Glickman was Chairman of the Executive Committee of Schoenfeld Glickman Maloy Inc. from May 1989, a company that conducted real estate financial services, including mortgage brokerage, arranging joint ventures and equity financing. Also Vice Chairman of Sybedon Corporation from 1977 to 1993, a company that conducted real estate financial services, including mortgage brokerage, arranging joint ventures and equity financing. In all positions, Mr. Glickman has been engaged in real estate financial services, including mortgage brokerage, arranging joint ventures and equity financing.
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Year First Name of Trustee/ Became a Nominee for Election Age Principal Occupation Trustee(1) Stephen R. Blank 51 Managing Director of Oppenheimer & Co., Inc. since 1996 November 1, 1993. Prior to joining Oppenheimer, Mr. Blank was a Managing Director, Real Estate Corporate Finance, of Cushman & Wakefield, Inc. for four years. Prior to that, Mr. Blank was associated for ten years with Kidder, Peabody & Co. Incorporated as a Managing Director of the firm's Real Estate Group. Mr. Blank graduated from Syracuse University in 1967 and was awarded a Masters Degree in Business Administration (Finance Concentration) by Adelphi University in 1971. He is a member of the Urban Land Institute and the American Society of Real Estate Counselors. He has lectured before the Practicing Law Institute, the New York University Real Estate Institute, the Urban Land Institute and the International Council of Shopping Centers. He is a trustee of the Crohn's & Colitis Foundation of America, Inc. Mr. Blank is also a trustee of Ramco-Gershenson Properties Trust. Edward Blumenfeld 56 A principal of Blumenfeld Development Group, 1996 Ltd., a real estate development firm principally engaged in the development of commercial properties, since 1978. Samuel M. Eisenstat 59 Engaged in the private practice of law for more 1996 than five years. Mr. Eisenstat serves as a director of various mutual funds managed by Sun America Asset Management and of UMB Bank & Trust Co. Mr. Eisenstat received a B.S. degree from New York University School of Commerce in 1961 and graduated from New York University School of Law.
462153.6 4
Year First Name of Trustee/ Became a Nominee for Election Age Principal Occupation Trustee(1) Arthur H. Goldberg 54 President of Manhattan Associates, LLC, a merchant 1996 and investment banking firm since February 1994. Prior to that, Goldberg was Chairman of Reich & Company, Inc. (formerly, Vantage Securities, Inc.), a securities brokerage and investment brokerage firm from January 1990 to December 1993. Mr. Goldberg was employed by Integrated Resources, Inc. from its inception in December 1968, as President and Chief Operating Officer from May 1973 and as Chief Executive Officer from February 1989 until January 1990. On February 13, 1990, Integrated Resources, Inc. filed a voluntary petition for reorganization under Chapter 11 of the United States Bankruptcy Code. Mr. Goldberg has been a member of the Bar of the State of New York since 1967. He is a graduate of New York University School of Commerce and its School of Law. Mr. Goldberg is also a trustee of Ramco-Gershenson Properties Trust.
462153.6 5
Year First Name of Trustee/ Became a Nominee for Election Age Principal Occupation Trustee(1) William A. Rosoff 53 Vice Chairman of Advanta Corporation, a financial 1996 services company, since January 1996. Prior thereto, Mr. Rosoff was associated with the law firm of Wolf, Block, Schorr and Solis-Cohen since 1969, a partner since 1975. Mr. Rosoff is a past chairman of that firm's Executive Committee and is a past chairman of its tax department. Mr. Rosoff serves on the Legal Activities Policy Board of Tax Analysts, the Advisory Board for Warren, Gorham and Lamont's Journal of Partnership Taxation, and has served on the Tax Advisory Boards of Commerce Clearing House, and Little, Brown and Company. Mr. Rosoff also serves on the Advisory Group for the American Law Institute's ongoing Federal Income Tax Project; as a consultant for the ALI's current study of the Taxation of Pass Through Entities. He is a fellow of the American College of Tax Counsel. Mr. Rosoff is Chairman of the Board of RMH Teleservices, Inc. Mr. Rosoff serves as a member of the Board of Directors of the Philadelphia Chapter of the American Jewish Congress and is a member of the Board of Regents of the Philadelphia chapter of the American Society for Technion. Mr. Rosoff earned a B.S. degree with honors from Temple University in 1964, and earned an L.L.B. magna cum laude from the University of Pennsylvania Law School in 1967. Non-Trustee Executive 51 Since the inception of the Trust, Mr. Frankel has Officer: served as its Executive Vice President and Chief Edwin R. Frankel Financial Officer. Prior to such time and since its inception in 1988, Mr. Frankel was employed by RPS, a real estate investment trust, most recently as a Senior Vice President and Treasurer.
462153.6 6 Set forth below is information as to the Shares beneficially owned as of March 10, 1997 by each of the Trustees, each of the executive officers included in the Summary Compensation Table below and all Trustees and executive officers as a group, based on information furnished by each Trustee and executive officer. Name of Trustee/ Shares Owned Percent of Executive Officer Beneficially(1) Class Joel M. Pashcow............................ 93,154(2) 2.62% Herbert Liechtung.......................... 11,906(3) * Arthur H. Goldberg......................... 24,487(4) * William A. Rosoff.......................... 125(5) * Stephen R. Blank........................... 981(6) * Edward Blumenfeld.......................... 125 * Samuel M. Eisenstat........................ 1,125(7) * Edwin J. Glickman.......................... 0 * Edwin R. Frankel........................... 0 * All Trustees and Executive Officers as a group (9 persons).. 130,903 3.68% - - ---------------- * Less than 1% of class. (1) All amounts are directly owned unless stated otherwise. (2) Includes 25,890 Shares held in an IRA account for the benefit of Mr. Pashcow, a retirement savings plan, a pension and profit sharing account and a money purchase plan, 47,662 Shares owned by an irrevocable trust of which Mr. Pashcow is a trustee, an irrevocable trust for his daughter and a foundation of which Mr. Pashcow is trustee (for all of which trusts Mr. Pashcow has shared voting and investment powers). Mr. Pashcow disclaims beneficial ownership of the Shares owned by the foundation and each of the trusts. (3) Includes 11,906 Shares held in an IRA account for the benefit of Mr. Liechtung and a retirement savings plan. (4) Includes 19,563 Shares owned by Mr. Goldberg's wife, 1,875 Shares owned by trusts for his daughters and 3,050 Shares owned by a pension trust. Mr. Goldberg disclaims beneficial ownership of the Shares owned by his wife and the trusts for his daughters. (5) Includes 125 Shares held by Mr. Rosoff as trustee for his sister, Barbara Rosoff, pursuant to a trust indenture dated December 30, 1991. (6) Includes 706 Shares owned by trusts for Mr. Blank's daughters and 275 Shares held in an IRA account for the benefit of Mr. Blank. Mr. Blank disclaims beneficial ownership of the Shares owned by the trusts for his daughters. (7) Includes 125 Shares held in an IRA account for which Mr. Eisenstat has sole voting and investment power. There are no family relationships between any Trustee or executive officer and any other Trustee or executive officer of the Trust. Steven Liechtung, the son of Herbert Liechtung, has recently served as a consultant to the Trust. 462153.6 7 The Trust has an Audit Committee which is presently comprised of Messrs. Blumenfeld, Eisenstat and Goldberg. The Audit Committee's duties include meeting with management and the Trust's independent accountants to determine the adequacy of internal controls and other financial reporting matters. The Audit Committee held no meetings during 1996. The Trust also has a Disposition Committee which is presently comprised of Messrs. Blank, Blumenfeld and Glickman. The Disposition Committee's duties include arranging for the orderly liquidation of the Trust's properties and real estate related assets. During 1996, Messrs. Glickman and Blumenfeld received fees of $80,000 and $45,000 respectively in connection with services they provided to the Trust as Members of the Disposition Committee. Although the Disposition Committee held no meetings during 1996, it provides the Board with written reports which are discussed at meetings of the Board. The Trust does not have a Nominating Committee. The Trust had no compensation committee; however, all of the Trustees participated in deliberations of the Trust's Board of Trustees concerning executive officer compensation. During the year ended December 31, 1996, the Board of Trustees held six meetings. All of the Trustees, except for Stephen R. Blank (who attended 66%), attended at least 75% of the aggregate of (i) the total number of meetings of the Board of Trustees and (ii) the total number of meetings held by all committees on which such Trustee served. 462153.6 8 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS As of March 10, 1997, the following persons were known by the Trust to be the beneficial owner of more than five percent of the Shares: Amount and Nature Percent Name and Address of Beneficial of Class of Beneficial Owner Ownership* Ryback Management Corp. 387,799* 10.9% and/or Lindner Shares owned as Investment Series Trust, fiduciary with sole in a fiduciary capacity voting and disposition for Lindner Growth Fund power c/o Ryback Management Corporation 7711 Carondelet Avenue, Box 16900, St. Louis, Missouri 63105 Private Management Group, Inc. 404,295* 11.4% an investment advisor in a fiduciary capacity 20 Corporate Park, Suite 400 Irvine, California 92606 Kimco Realty Corporation 347,035** 9.7% Milton Cooper + 3333 New Hyde Park Rd. New Hyde Park, NY 11042 - - ---------------- * Based upon Schedule 13D and Schedule 13G filings with the Securities and Exchange Commission. ** Based upon a Schedule 13D/A filing with the Securities and Exchange Commission and information provided to the Trust by Kimco Realty Corporation. + Includes 314,084 Shares which are beneficially owned by Kimco Realty Corporation with sole voting and disposition power, and 36,078 Shares are beneficially owned by Milton Cooper and with respect to which Mr. Cooper has sole voting and disposition power. 462153.6 9 MANAGEMENT COMPENSATION AND TRANSACTIONS Mr. Pashcow receives no cash compensation for serving as an executive officer of the Trust. Mr. Frankel receives compensation at the rate of $60,000 per annum based on a two day work week, plus an additional amount on a per diem basis at the same daily rate, for serving as Executive Vice President, Chief Financial Officer and Secretary of the Trust. SUMMARY COMPENSATION TABLE Long Term Compensation Annual Compensation Awards Payouts Other Annual Restricted Name and Compen- Stock Underlying LTIP Principal Position* Year Salary Bonus sation Award(s) Options/ Payouts ($) ($) ($) ($) SAR ($) ($) Edwin R. Frankel 1996 54,067 -- -- -- -- -- Executive Vice President, Chief Financial Officer and Secretary * No other individual received compensation in excess of $100,000. 462153.6 10 Compensation of Trustees The Trustees do not receive any compensation for serving as Trustees and likewise do not receive any compensation for attending meetings or for serving on any committees of the Board of Trustees; however, Trustees do receive reimbursement of travel and other expenses and other out-of-pocket disbursements incurred in connection with attending any meetings. During 1996, Messrs. Glickman and Blumenfeld received fees of $80,000 and $45,000 respectively in connection with services they provided to the Trust as members of the Disposition Committee. Atlantic Realty Trust RELATIVE PERFORMANCE VS. NAREIT MORTGAGE AND EQUITY REIT INDICES AND THE S&P 500 TOTAL RETURN INCLUDING THE REINVESTMENT OF DIVIDENDS
Company/Index Name May 96 June 96 Jul 96 Aug 96 Sep 96 Oct 96 Nov 96 Dec 96 ATLRS $ 8.12 $ 8.37 $ 8.50 $ 9.25 $ 9.37 $ 9.50 $ 9.87 $ 10.12 EQUITY REIT INDEX 236.70 239.07 238.74 246.35 250.07 255.67 265.14 291.57 MORTGAGE REIT INDEX 19.27 19.74 19.95 21.01 21.40 22.60 23.56 24.62 S&P 500 669.12 672.40 639.95 651.99 687.31 705.27 757.02 740.74
SOURCE: FACTSET SECURITY PRICE HISTORY REPORT, IDD INFORMATION SERVICES, AND NAREIT Compliance with Section 16(a) of the Securities Exchange Act of 1934 Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Trust's officers, executive officers and Trustees and persons who own more than ten percent of a registered class of the Trust's equity securities to file reports of ownership and changes in ownership with the Securities and Exchange Commission (the "Commission"). Officers, Trustees and greater than ten percent Shareholders are required by regulation of the Commission to furnish the Trust with copies of all Section 16(a) forms they file. Based solely on its review of the copies of such forms received by it, or written representations from certain reporting persons that no Forms 5 were required for those persons, the Trust believes that, during the fiscal year ended December 31, 1996, all filing requirements applicable to its officers, Trustees and greater than ten percent beneficial owners were complied with. 462153.6 11 INDEPENDENT PUBLIC ACCOUNTANTS The firm of Deloitte & Touche LLP has been appointed as independent auditors for the Trust by the Trust's Board of Trustees to examine and report on financial statements for the fiscal year ending December 31, 1997, which appointment will be submitted to Shareholders for ratification at the Meeting. Deloitte & Touche LLP audited and reported on the Trust's financial statements for the fiscal year ended December 31, 1996. Representatives of that firm are expected to be present at the Meeting, with the opportunity to make a statement if they desire to do so, and to be available to respond to appropriate questions. The affirmative vote of a majority of the Shares present and entitled to vote at the Meeting is required to ratify appointment of the independent auditors. Submission of the appointment of the auditors to the Shareholders for ratification will not limit the authority of the Board of Trustees to appoint another accounting firm to serve as independent auditors if the present auditors resign or their engagement is otherwise terminated. If the Shareholders do not ratify the appointment of Deloitte & Touche LLP at the Meeting, Management intends to call a special meeting of Shareholders to be held as soon as practicable after the Meeting to ratify the appointment of another independent public accounting firm as independent auditors for the Trust. DEADLINE FOR SUBMISSION OF SHAREHOLDERS' PROPOSALS FOR THE 1998 ANNUAL MEETING Any proposal by a Shareholder of the Trust intended to be presented at the 1998 annual meeting must be received by the Secretary of the Trust at the Trust's principal executive office for inclusion in the Trust's proxy statement and form of proxy relating to that meeting not later than April 10, 1998 for inclusion in the Trust's proxy statement and form of proxy relating to that meeting. Any such proposal must also comply with other requirements of the proxy solicitation rules of the Commission. VOTING PROCEDURES Trustees are elected by a plurality of the votes cast at the Annual Meeting. Only Shares that are voted in favor of a particular nominee will be counted toward such nominee's achievement of a plurality. Shares present at the Meeting that are not voted for a particular nominee or Shares present by proxy where the Shareholder properly withheld authority to vote for such nominee (including broker non-votes) will not be counted toward such nominee's achievement of a plurality. ANNUAL REPORT ON FORM 10-K The Trust's Annual Report for the year ended December 31, 1996, which includes the Trust's Annual Report on Form 10-K for the year ended December 31, 1996, as filed with the Securities and Exchange Commission, except for exhibits, is being mailed to Shareholders with the mailing of this Notice and Proxy Statement. 462153.6 12 OTHER BUSINESS AND EXPENSE OF SOLICITATION Management does not know of any other matters to be brought before the Meeting except those set forth in the notice thereof. If other business is properly presented for consideration at the Meeting, it is intended that the proxies will be voted by the persons named therein in accordance with their judgment on such matters. Proxies are being solicited on behalf of the Board of Trustees by use of the mail. The cost of preparing this Proxy Statement and all other costs in connection with this solicitation of proxies for the Annual Meeting is being borne by the Trust. Your cooperation in giving this matter your immediate attention and in returning your proxies promptly will be appreciated. By Order of the Board of Trustees /s/Joel M. Pashcow JOEL M. PASHCOW Chairman, President and Trustee April 30, 1997 THE BOARD OF TRUSTEES ENCOURAGES SHAREHOLDERS TO ATTEND THE MEETING. WHETHER OR NOT YOU PLAN TO ATTEND, YOU ARE URGED TO COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY IN THE ACCOMPANYING ENVELOPE. A PROMPT RESPONSE WILL GREATLY FACILITATE ARRANGEMENTS FOR THE MEETING AND YOUR COOPERATION WILL BE APPRECIATED. SHAREHOLDERS WHO ATTEND THIS MEETING MAY VOTE THEIR SHARES PERSONALLY EVEN THOUGH THEY HAVE SENT IN THEIR PROXIES. 462153.6 13 ATLANTIC REALTY TRUST PROXY SOLICITED BY THE BOARD OF TRUSTEES ANNUAL MEETING OF SHAREHOLDERS - JUNE 9, 1997 Those signing on the reverse side, revoking any prior proxies, hereby appoint(s) Edwin R. Frankel and Joel M. Pashcow, and each of them (with full power to act without the other), with full power of substitution, as proxies for those signing on the reverse side of this card to attend the Annual Meeting of Shareholders of the Company to be held on Monday, June 9, 1997, at 3:00 p.m. (the "1997 Annual Meeting"), and any adjournment or postponement thereof, to cast on behalf of those signing on the reverse side all votes that those signing on the reverse side are entitled to cast at the 1997 Annual Meeting and otherwise to represent those signing on the reverse side at the 1997 Annual Meeting with all powers possessed by those signing on the reverse side if personally present at the 1997 Annual Meeting. Those signing on the reverse side hereby acknowledge receipt of the Notice of the 1997 Annual Meeting and of the accompanying Proxy Statement and revoke any proxy heretofore given with respect to such meeting. THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED BY THE UNDERSIGNED SHAREHOLDER(S). IF NO OTHER INDICATION IS MADE, THE PROXIES SHALL VOTE "FOR" PROPOSAL NUMBERS, 2 AND 3. A VOTE FOR THE TRUSTEE NOMINEES AND FOR PROPOSAL NUMBERS 2 AND 3 IS RECOMMENDED BY THE BOARD OF TRUSTEES. PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN ENCLOSED ENVELOPE. 486137.1
X Please mark your votes as in this example. For all Withhold authority nominees to vote for all FOR AGAINST ABSTAIN listed nominees listed at right at right 1. ELECTION OF Nominees: Stephen R. Blank 2. Ratification of the selection by the TRUSTEES Edward Blumenfeld Board of Trustees of the Trust of ------ -------- Samuel M. Eisenstal Deloitte & Touche LLP as the i Edwin J. Glickman independent auditors of the Trust Arthur H. Goldberg for the fiscal year commencing Herbert Liechtung January 1, 1997. INSTRUCTIONS: To withhold authority to vote for Joel M. Pashcow individual nominee(s) strike a line through each such William A. Rosoff 3. To transact such other business as nominee's name in the list at the right. Your shares may properly come before the will be voted for the remaining nominee(s). meeting or any adjournment Please read the reverse side of this card. PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE. HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS? SIGNATURE ________________________________ DATE ______________ SIGNATURE ____________________________________ DATE _______________ NOTE: Please sign this proxy exactly as your name appears hereon. Joint owners should each sign personally. Trustees and other fiduciaries should indicate the capacity in which they sign. If a corporation or partnership, this signature should be that of an authorized officer who should state his or her title.
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