EXHIBIT 8
Published on February 24, 2005
February 18, 2005
Rockwood Realty Associates, LLC
555 Fifth Avenue
New York, New York 10017
Attention: David F. Monahan, Senior Vice President
Kimco Realty Corporation ("Kimco") is pleased to submit this preliminary,
non-binding indication of interest ("Proposal") for the acquisition of the Hylan
Plaza Shopping Center (the "Center"). This proposal is based on the Offering
Memorandum, your letter to us dated January 14, 2005, and the other information
you have provided to us regarding the Center and Atlantic Realty Trust (the
"Trust") and supercedes the proposal dated February 9. 2005.
Kimco is a leading retail REIT specializing in the acquisition, development, and
management of neighborhood shopping centers. Kimco is the nation's largest
publicly traded owner and operator of neighborhood and community shopping
centers, with interests in 750 properties in 42 states, Canada and Mexico,
comprising approximately 112 million square feet of leasable space.
VALUE
Based upon the information received, Kimco believes the value of the Center, on
a debt free basis, is $84,000,000 (the "Purchase Price"). Our purchase price is
net of $1,000,000 that we estimate we will be required to spend for near term
capital expenditures after the closing.
CONSIDERATION
Under our Proposal, we will issue Kimco common stock in the amount of the
Purchase Price to the Trust. Our goal in structuring the transaction would be to
achieve a tax-free transaction for the Trust and its shareholders.
STRUCTURE
Our Proposal contemplates that the Center would be acquired from the Trust on a
debt and liability-free basis in a transaction which would permit the Kimco
common stock to be received tax free to both the Trust and its shareholders. Our
Proposal would have the Trust transfer the Center to Kimco for Kimco stock and
the remaining assets and liabilities will be transferred to a liquidating trust
(the "Liquidating Trust"). We have assumed that the Trust's only liabilities are
certain tax liabilities that are being contested that are related to its
predecessor and, other than the Center, the Trust' only asset is cash in excess
of such liabilities and that our proposal will qualify as a tax free
reorganization.
Kimco and its affiliates, as holders of approximately 37% of the outstanding
common stock of the Trust, would not be supportive of any transaction involving
the Trust or the Center which is not tax free to both the Trust and its
shareholders.
Based on our conversations with you, we have structured our Proposal as an
acquisition of the Center for stock; however, we are amenable to discussing
alternative structures including an acquisition of the Trust or a transaction in
which shareholders would have the option to receive cash.
FINANCING
Kimco's common stock is listed on the New York Stock Exchange and is widely
traded.
EARNEST MONEY DEPOSIT
We would be willing to deposit $500,000 (the "Initial Deposit") into an escrow
account upon signing a mutually satisfactory definitive agreement. The Initial
Deposit would be fully refundable if we terminate the definitive agreement for
any reason during a 15 day inspection period which would commence as soon as we
enter into exclusive negotiations (the "Inspection Period"). Upon completion of
the Inspection Period we would increase the deposit to $4,000,000 as an advance
against the Purchase Price. Any deposits would be refunded on the consummation
of the transaction and the delivery of the Kimco stock.
CONTINGENCIES AND APPROVALS
Kimco's interest is conditioned upon satisfactory completion of due diligence,
negotiation of acceptable documentation, and any necessary regulatory approvals.
We have attached a list of required due diligence materials relating to the
Center as Exhibit A, in addition we would depending on the structure of the
transaction also anticipate certain limited additional due diligence requests
with respect to the Trust. We do not anticipate any difficulties or delays in
obtaining any necessary corporate or regulatory approvals.
TIMING
We are confident that we can negotiate a definitive agreement very quickly and
would be able to complete due diligence within the 15 day Inspection Period.
CONTACT INFORMATION
The Trust may contact Milton Cooper at Kimco at the following:
Telephone: (516) 869-7111
Fax: (516) 869-7117
Email: mcooper@kimcorealty.com
Alternatively, the Trust may contact Adam Emmerich or David Shapiro at Wachtell,
Lipton, Rosen & Katz at:
Telephone: 212-403-1234 (Adam Emmerich)
212-403-1314 (David Shapiro)
Fax: 212-403-2000
Email: AOEmmerich@wlrk.com; DEShapiro@wlrk.com
Our Proposal is confidential; neither it nor our identity should be disclosed to
anyone, including any other potential purchasers, except that the Trust may
disclose such information to its legal and financial advisors in connection with
their evaluation of our Proposal, provided that such
advisors are informed of the confidential nature of such information. Nothing in
this letter shall constitute a binding agreement of Kimco or any other party.
We appreciate the opportunity to review the information you have provided to us
to date and to make this Proposal. We look forward to discussing our Proposal
with you and the Trust in further detail.
If you have any questions, please do not hesitate to contact me.
Sincerely,
/s/ Milton Cooper
Milton Cooper
Chief Executive Officer
cc: Adam Emmerich
David Shapiro