-----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, VF+fCfFbH3oKoCT3vrjvP108BXsJlO+MwW/H3Rz5CB082qbVyJvEdIesQvQBkYjU VAMqWnnGuIz3HbsRUzFWtg== 0001012975-05-000181.txt : 20050616 0001012975-05-000181.hdr.sgml : 20050615 20050616171201 ACCESSION NUMBER: 0001012975-05-000181 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050616 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20050616 DATE AS OF CHANGE: 20050616 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: 05900899 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 e3475718k.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 JUNE 14, 2005 ------------------------------------------------ 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 of incorporation) (Commission File Number) (I.R.S. Employer 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 1.01. MATERIAL AGREEMENTS. On June 14, 2005, Atlantic Realty Trust (the "Trust") entered into a second amendment (the "Second Amendment") to the Indemnification Agreement (the "Indemnification Agreement") the Trust entered into with Kimco Realty Corporation ("Kimco") on March 28, 2005, pursuant to which the Trust agreed to allow Kimco to conduct due diligence on the Hylan Plaza Shopping Center, the primary asset of the Trust. The Indemnification Agreement was entered into in connection with Kimco's bid to acquire the Hylan Plaza Shopping Center from the Trust and provided that commencing on March 28, 2005 and for a period of forty five (45) days thereafter (such period being referred to as the "Exclusivity Period"), neither the Trust nor any of its representatives or agents would engage in negotiations or discussions with any party other than Kimco for the sale of the capital stock or assets of the Trust, including the sale of the Hylan Plaza Shopping Center. A previous amendment extended the Exclusivity Period to June 12, 2005, thirty-one (31) days following the original termination date and the Second Amendment extends the Exclusivity Period to July 11, 2005. While the Trust and Kimco have entered into the Indemnification Agreement, the Trust has not as of the date hereof accepted Kimco's offer to purchase the Hylan Center; therefore, there is no assurance that Kimco and the Trust will enter into a definitive agreement in respect thereto. Attached hereto and incorporated herein by reference as Exhibit 10.1 is the Second Amendment. 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: June 16, 2005 By: /S/ Edwin R. Frankel ---------------------------- Name: Edwin R. Frankel Title: Executive Vice President, Chief Financial Officer, Secretary and Principal Financial and Accounting Officer EXHIBIT NUMBER DESCRIPTION - -------------- ----------- 10.1 Amendment 2 to the Indemnification Agreement dated as of June 14, 2005 by and between Atlantic Realty Trust and Kimco Realty Corporation. EX-10.1 2 e347571ex101.txt Exhibit 10.1 AMENDMENT 2 TO THE INDEMNIFICATION AGREEMENT -------------------------------------------- THIS AMENDMENT (this "Amendment") is entered into as of the 14th day of June, 2005, by and among Atlantic Realty Trust ("Seller") and Kimco Realty Corporation ("Buyer") and amends the Indemnification Agreement entered into as of March 28, 2005 by and among the Seller and Buyer (as amended by that certain Amendment dated May 12, 2005, and by this Amendment, the "Indemnification Agreement"). RECITALS A. Buyer and Seller entered into the Indemnification Agreement which, INTER ALIA, provided for a 45 day Exclusivity Period; B. On May 12, 2005, Buyer and Seller entered into an amendment to the Indemnification agreement which extended the Exclusivity Period until June 12, 2005; and C. Buyer and Seller desire to further extend the Exclusivity Period. NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: AGREEMENT 1. The Indemnification Agreement is hereby amended to provide that all references therein to the Exclusivity Period shall refer to the period commencing on March 28th, 2005 and ending on July 11, 2005. All other provisions of the Indemnification Agreement shall remain in full force and effect in accordance with their terms. 2. The laws of the State of New York shall govern the validity, construction, enforcement, and interpretation of this Amendment, except for the conflict of law provisions thereof which would result in the application of the laws of another jurisdiction. This Amendment may be executed in a number of identical counterparts. If so executed, each of such counterparts is to be deemed an original for all purposes and all such counterparts shall, collectively, constitute one agreement. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.] NOW WHEREFORE, the parties hereto have executed this Amendment as of the date first set forth above. SELLER: ------ ATLANTIC REALTY TRUST By: /S/ Joel Pashcow ----------------------------------- Name: Joel Pashcow Title: President and Chairman of the Board Address for notices: Atlantic Realty Trust 747 3rd Avenue New York, New York 10017 Attention: Joel Pashcow With a copy to (which shall not constitute notice): Proskauer Rose LLP 1585 Broadway New York, New York 10036-8200 Attention: Peter M. Fass, Esq. [Signature Page to Amendment 2 to Indemnification Agreement] BUYER: ----- KIMCO REALTY CORPORATION By: /S/ Bruce M. Kauderer ----------------------------------- Name: Bruce M. Kauderer Title: Vice President Address for notices: Kimco Realty Corporation 3333 New Hyde Park Road New Hyde Park, New York 11042-0020 Attention: General Counsel With a copy to (which shall not constitute notice): Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, NY 10019 Attention: Adam O. Emmerich, Esq. [Signature Page to Amendment to Indemnification Agreement] -----END PRIVACY-ENHANCED MESSAGE-----