SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(Amendment No. 4)*
Acadia Realty Trust
(Name of Issuer)
Common Shares of Beneficial Interest, Par Value $0.001 Per Share
(Title of Class of Securities)
004239 10 9
(CUSIP Number)
Mr. Matthew W. Kaplan
Rothschild Realty Inc.
1251 Avenue of the Americas
New York, N.Y. 10020
Telephone (212) 403-3500
(Name, address and telephone number of person
authorized to receive notices and communications)
February 21, 2002
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7 for other
parties to whom copies are to be sent.
(Continued on following pages)
--------------
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for purposes of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
CUSIP No. 004239109 Schedule 13D Page 2 of 7 Pages
------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSON: Five Arrows Realty Securities L.L.C.
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) /x/
(b) / /
------------------------------------------------------------------------------
(3) SEC USE ONLY
------------------------------------------------------------------------------
(4) SOURCE OF FUNDS**: WC
------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): / /
------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
------------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER: -0-
SHARES _______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER: 2,275,167 (fn1)
OWNED BY _______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER: -0-
REPORTING _______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER: 2,275,167 (fn1)
------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON: 2,275,167 (fn1)
------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** / /
------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11): 9.2% (fn1)
------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON **: OO
------------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
Fn1 Includes those shares that were originally reported in the statement on
Schedule 13D, filed on September 15, 1998, of RD Properties, L.P. VI, RD
Properties, L.P. VIA, RD Properties VIB, RD New York VI, LLC, Yale University,
Yale University Retirement Plan for Staff Employees, Carnegie Corporation, the
Vanderbilt University, TRW Master Trust, Harvard Private Capital Realty, Inc.,
Charlesbank Capital Partners, LLC, the Board of Trustees of the Leland Standard
Junior University, Howard Hughes Medical Institutes, Five Arrows Realty
Securities L.L.C., Rothschild Realty Investors II L.L.C., Ross Dworman and
Kenneth F. Bernstein (the "Group Schedule 13D").
CUSIP No. 004239109 Schedule 13D Page 3 of 7 Pages
------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSON: Rothschild Realty Investors II L.L.C.
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) /x/
(b) / /
------------------------------------------------------------------------------
(3) SEC USE ONLY
------------------------------------------------------------------------------
(4) SOURCE OF FUNDS**: WC
------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): / /
------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
------------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER: -0-
SHARES _______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER: 2,275,167 (fn1)
OWNED BY _______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER: -0-
REPORTING _______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER: 2,275,167 (fn1)
------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON: 2,275,167 (fn1)
------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** / /
------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11): 9.2% (fn1)
------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON **: OO
------------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 004239109 Schedule 13D Page 4 of 7 Pages
This Amendment No. 4 (the "Amendment") amends the statement on Schedule
13D ("Schedule 13D") filed by Five Arrows Realty Securities L.L.C., a Delaware
limited liability company ("Five Arrows"), and Rothschild Realty Investors II
L.L.C., a Delaware limited liability company and the sole Managing Member of
Five Arrows ("Rothschild"), on September 15, 1998 and as amended by Amendment
No. 1 on May 21, 1999, Amendment No. 2 on May 24, 1999, and Amendment No. 3 on
May 26, 2000, with respect to the common shares of beneficial interest, par
value $.001 per share (the "Common Stock") of Acadia Realty Trust, Inc.
(formerly known as Mark Centers Trust) (the "Trust"), a Maryland real estate
investment trust, whose principal executive offices are located at 805 Third
Avenue, 9th Floor, New York, New York 10022. Except as specifically provided
herein, this Amendment does not modify any of the information previously
reported on Schedule 13D.
Item 4. Purpose of Transaction
Item 4 is amended and restated in its entirety as set forth below.
The purpose of the acquisition of the shares of Common Stock by
Five Arrows reported herein is for investment. The purchase of the shares of
Common Stock reported herein was effected on the New York Stock Exchange.
Five Arrows intends to review its holdings with respect to the
Trust on a continuous basis. Depending on Five Arrows' evaluation of the
Trust's business and prospects, and upon future developments (including, but
not limited to, market prices of the shares of Common Stock and availability and
alternative uses of funds; as well as conditions in the securities markets and
general economic and industry conditions), Five Arrows may acquire other
securities of the Trust; sell all or a portion of its shares of Common Stock
or other securities of the Trust, now owned or hereafter acquired.
Other than as described above, Five Arrows has no present plans or
proposals which relate to, or would result in, any of the matters enumerated
in paragraphs (b) through (j), inclusive, of Item 4 of Schedule 13D. Five
Arrows may, at any time and from time to time, review or reconsider its
position with respect to the Trust, and formulate plans or proposals with
respect to any such matters.
Item 5. Interest in Securities of the Issuer
Item 5 is amended and restated in its entirety as set forth below.
a) As of the close of business on April 18, 2002, Five Arrows
owned, within the meaning of Rule 13d-3 under the Exchange Act, 2,275,167 shares
of Common Stock, including those shares originally reported in the Group
Schedule 13D. Five Arrows beneficially owns 9.2% of the issued and outstanding
shares of Common Stock (based on 24,700,328 shares of Common Stock outstanding
as of April 1, 2002 as reported in the Definitive Proxy Statement of the Trust
filed on April 16, 2002). Rothschild, as sole managing member of Five Arrows,
may be deemed the beneficial owner of the 2,275,167 shares of Common Stock held
by Five Arrows.
(b) Five Arrows has the sole power to vote and dispose of the shares
of Common Stock owned by it reported herein, which power may be exercised by
Rothschild.
(c) On February 21, 2002, the Trust purchased 900,000 shares of
Common Stock (representing 3.6% of the shares of Common Stock outstanding) from
Five Arrows at a price of $6.05 for a total of $5,445,000. Such shares had been
tendered by Five Arrows into the Trust's tender offer described in the Offer to
Purchase, dated December 20, 2001 ("Offer to Purchase"), and related Letter of
Transmittal (the "Offer").
On April 11, 2002, Five Arrows, in open market sales, sold 15,000
shares of Common Stock (representing 0.1% of the shares of Common Stock
outstanding) at an average per share price of $7.00 for a total of $105,000.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer
Item 6 is amended and restated in its entirety as set forth below.
There are no contracts, understandings or relationships (legal or
otherwise) among the persons named in Item 2 hereof and between such persons or
any person with respect to any securities of the Trust, including but not
limited to transfer or voting of any of the Common Stock, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits,
division of profits or loss, or the giving or withholding of proxies.
CUSIP No. 004239109 Schedule 13D Page 5 of 7 Pages
ITEM 7. Material To Be Filed As Exhibits
Exhibit Number Description
99.1 Joint Acquisition Statement, as required
by Rule 13d 1(f)(1) of the Securities Act
of 1934.
CUSIP No. 004239109 Schedule 13D Page 6 of 7 Pages
SIGNATURE
After reasonable inquiry and to the best of their knowledge and
belief, the undersigned certify that the information set forth in this statement
is true, complete and correct.
Dated: April 18, 2002
FIVE ARROWS REALTY SECURITIES L.L.C.
By:/s/ James E. Quigley 3rd
------------------------
James E. Quigley 3rd
Manager
ROTHSCHILD REALTY INVESTORS II L.L.C.
By:/s/ James E. Quigley 3rd
------------------------
James E. Quigley 3rd
Manager
CUSIP No. 004239109 Schedule 13D Page 7 of 7 Pages
EXHIBIT 99.1
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13D-1(k)1
The undersigned acknowledge and agree that the foregoing statement on
Schedule 13D, as amended, is filed on behalf of each of the undersigned and that
all subsequent amendments to this statement on Schedule 13D, as amended, shall
be filed on behalf of each of the undersigned without the necessity of filing
additional joint acquisition statements. The undersigned acknowledge that each
shall be responsible for the timely filing of such amendments, and for the
completeness and accuracy of the information concerning him or it contained
therein, but shall not be responsible for the completeness and accuracy of the
information concerning the other, except to the extent that he or it knows or
has reason to believe that such information is inaccurate.
Dated: April 18, 2002
FIVE ARROWS REALTY SECURITIES L.L.C.
By:/s/ James E. Quigley 3rd
------------------------
James E. Quigley 3rd
Manager
ROTHSCHILD REALTY INVESTORS II L.L.C.
By:/s/ James E. Quigley 3rd
------------------------
James E. Quigley 3rd
Manager