-----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, MHyg8sTa/HjbpWix21INHlsLh/9+Cdp04+FOeUx4cCi3P8K33kx3md9Qaou2LvCD BLUBGHAGxZYpSjTEonmtqg== 0001012975-03-000045.txt : 20030306 0001012975-03-000045.hdr.sgml : 20030306 20030306165401 ACCESSION NUMBER: 0001012975-03-000045 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030306 ITEM INFORMATION: Other events FILED AS OF DATE: 20030306 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-27198 FILM NUMBER: 03594975 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 8-K 1 e111847.txt ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------------- FORM 8-K ----------------------------- CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 6, 2003 --------------------------------- Date of report (Date of earliest event reported) ATLANTIC REALTY TRUST (Exact name of registrant as specified in its charter) Maryland 0-27562 13-3849655 - ---------------------------- ------------------------ ------------------------ (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation) Identification Number) 747 Third Avenue, New York, NY 10017 ------------------------------------------------------------------ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code 212-702-8561 ------------------------------------------------------------------ ------------------------------------------------------------------ Former name or former address, if changed since last report ================================================================================ Item 5. Other Items. On March 5, 2003, the Company reported that the Internal Revenue Service ("IRS") has issued an examination report in connection with an audit of the 1996 and 1997 income tax returns of all of the Company. In reaching the positions adopted in the examination report with respect to the deduction for bad debts, the IRS revenue agent disregarded the fact that the values actually obtained for the asset correspond to the value used by the Company in determining its bad debt deductions. The revenue agent's report set forth a number of positions which special tax counsel and the Company believe are not consistent with applicable law and regulations of the IRS. There can be no assurance how this matter will be resolved. Incorporated by reference is a press release issued by the Company on March 5, 2003 which is attached hereto as Exhibit 1.1. 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ATLANTIC REALTY TRUST Date: March 6, 2003 By: /s/ Edwin R. Frankel -------------------- Name: Edwin R. Frankel Title: Executive Vice President, Chief Financial Officer, Secretary and Principal Financial and Accounting Officer 3 EXHIBIT INDEX Exhibit Number Description - ------- ----------- 1.1 Press Release issued by the Company on March 5, 2003 4 EX-1.1 3 e111887.txt ATLANTIC REALTY TRUST 747 THIRD AVENUE NEW YORK, NEW YORK 10017 (212) 355-1255 FOR IMMEDIATE RELEASE NEW YORK, NY, MARCH 5, 2003 -- ATLANTIC REALTY TRUST, A REAL ESTATE INVESTMENT TRUST WHICH IS INCLUDED FOR QUOTATION ON THE NASDAQ SMALL CAP MARKET (ATLRS), REPORTED THE INTERNAL REVENUE SERVICE ("IRS") HAS ISSUED AN EXAMINATION REPORT IN CONNECTION WITH AN AUDIT OF THE 1996 AND 1997 INCOME TAX RETURNS OF ATLANTIC REALTY TRUST. THE EXAMINATION REPORT PROPOSES TO DISALLOW ALL OF THE TRUST'S BAD DEBT DEDUCTIONS AND ALL OF THE TRUST'S DEDUCTIONS FOR LOSSES SUSTAINED ON THE DISPOSITION OF ITS REAL ESTATE ASSETS. THE ADJUSTMENTS PROPOSED IN THE EXAMINATION REPORT, IF SUSTAINED IN THEIR ENTIRETY, WOULD INCREASE THE TRUST'S TAXABLE INCOME DURING THE PERIOD COVERED BY THE REPORT BY APPROXIMATELY $10,625,000. THE REPORT PROPOSES TO INCREASE THE FEDERAL INCOME TAXES OWED BY THE TRUST FOR THIS PERIOD, WITH THE ADDITION OF THE PENALTIES ASSERTED IN THE REPORT, BY APPROXIMATELY $3,639,000, PLUS INTEREST. IF THE ADJUSTMENTS PROPOSED IN THE EXAMINATION REPORT WERE SUSTAINED IN THEIR ENTIRETY, THE TRUST WOULD BE REQUIRED TO DISTRIBUTE A "DEFICIENCY DIVIDEND" OF APPROXIMATELY $10,100,000 TO ITS SHAREHOLDERS IN ORDER TO MAINTAIN ITS CLASSIFICATION AS A REAL ESTATE INVESTMENT TRUST FOR FEDERAL INCOME TAX PURPOSES. IN REACHING THE POSITIONS ADOPTED IN THE EXAMINATION REPORT DISALLOWING THE TRUST'S BAD DEBT DEDUCTIONS AND OTHER LOSSES, THE REVENUE AGENT DISREGARDED THE FACT THAT THE LOANS OR PROPERTIES WERE DISPOSED OF FOR CASH AT A LOSS IN CLOSED AND COMPLETED TRANSACTIONS. THE ISSUANCE OF THE EXAMINATION REPORT IS THE FIRST STEP IN THE IRS ADMINISTRATIVE PROCESS FOR DETERMINING WHETHER THERE IS ANY DEFICIENCY IN THE TAX LIABILITY OF THE TRUST FOR THE YEARS AT ISSUE AND IS SUBJECT TO ADMINISTRATIVE AND JUDICIAL APPEAL. THE TRUST INTENDS TO FILE AN ADMINISTRATIVE APPEAL CHALLENGING THE POSITIONS ADOPTED IN THE EXAMINATION REPORT. -----END PRIVACY-ENHANCED MESSAGE-----