content: ================================================================================
  
  
  
  
                         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
  
                                    MAY 12, 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  (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)
  
  
  
  ================================================================================
  
  
  <PAGE>
  
  ITEM 1.01.  MATERIAL AGREEMENTS.
  
        On May 12, 2005, Atlantic Realty Trust (the "Trust") entered into an
  amendment (the "Amendment") of an 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. The Amendment extends the Exclusivity Period to
  June 12, 2005, thirty-one (31) days following the original termination date,
  which otherwise would have been May 12, 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 Amendment.
  
  
                                         2
  
  
  <PAGE>
  
  
                                     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: May 12, 2005              By:  /s/ EDWIN R. Frankel
                                     -------------------------------
                                     Name: Edwin R. Frankel
                                     Title:  Executive Vice President,
                                                Chief Financial Officer, Secretary
                                                and Principal Financial and
                                                Accounting Officer
  
  
  <PAGE>
  
  
  EXHIBIT NUMBER  DESCRIPTION
  
       10.1       Amendment to the Indemnification Agreement dated as of May 12,
                  2005 by and between Atlantic Realty Trust and Kimco Realty
                  Corporation.
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "e341635v1.txt", "secsgml_size_bytes": 4267}]
metadata_filer: {"company-data": {"conformed-name": "ATLANTIC REALTY TRUST", "cik": "0000948975", "assigned-sic": "6798", "irs-number": "133849655", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-27198", "film-number": "05827125"}, "business-address": {"street1": "747 THIRD AVE", "city": "NEW YORK", "state": "NY", "zip": "10017", "phone": "2123551255"}, "mail-address": {"street1": "747 THIRD AVE", "city": "NEW YORK", "state": "NY", "zip": "10017"}}
text: ================================================================================
  
                         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
  
                                    MAY 12, 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  (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 1.01.  MATERIAL AGREEMENTS.
  
        On May 12, 2005, Atlantic Realty Trust (the "Trust") entered into an
  amendment (the "Amendment") of an 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. The Amendment extends the Exclusivity Period to
  June 12, 2005, thirty-one (31) days following the original termination date,
  which otherwise would have been May 12, 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 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: May 12, 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 to the Indemnification Agreement dated as of May 12,
                  2005 by and between Atlantic Realty Trust and Kimco Realty
                  Corporation.