UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
ACADIA REALTY TRUST
(Name of Issuer)
COMMON SHARES OF BENEFICIAL INTEREST, $.001 PAR VALUE
(Title of Class of Securities)
004239 10 9
(CUSIP Number of Class of Securities)
KENNETH MILLER, ESQ.
YALE UNIVERSITY
230 PROSPECT STREET
NEW HAVEN, CT 06511-2107
(203) 432-0120
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
Copy to:
MICHAEL W. BLAIR, ESQ.
DEBEVOISE & PLIMPTON
919 THIRD AVENUE
NEW YORK, NY 10022
(212) 909-6000
SEPTEMBER 17, 2002
(Date of Event which Requires Filing Statement on Schedule 13D)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [X].
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.
* 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 disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the 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).
(Continued on following pages)
SCHEDULE 13D
CUSIP NO. 004239 10 9
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Yale University
I.R.S. Identification No. 06-0646973-N
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
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7. SOLE VOTING POWER
NUMBER OF 7,440,098
SHARES --------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 403,994
EACH --------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH 8,421,759
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10. SHARED DISPOSITIVE POWER
403,994
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,825,753
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12. CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
[ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.6%
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14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
EP
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Page 2 of 11
ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D (the "Statement") relates to the common
shares of beneficial interest, par value $.001 per share (the "Common Shares")
of Acadia Realty Trust, a Maryland real estate investment trust (the "Trust"),
whose principal executive offices are located at 20 Soundview Marketplace Shore
Road, Port Washington, NY 11050.
ITEM 2. IDENTITY AND BACKGROUND
(a) This Statement is being filed by Yale University, a
Connecticut corporation (the "Reporting Person").
(b) The business address of the Reporting Person is c/o
Yale University Investments Office, 230 Prospect Street, New Haven,
CT 06511-2107.
(c) The Reporting Person is a large research university with a wide
array of programs, departments, schools, centers, museums, and affiliated
organizations. The Reporting Person invests money for its endowment.
(d) The Reporting Person has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) The Reporting Person has not, during the last five years, been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or a finding
of any violation with respect to such laws.
(f) The name, business address and present principal occupation or
employment of each of the fellows and executive officers of the Reporting Person
are set forth in Annex A to this Statement and are incorporated herein by
reference. Unless otherwise indicated in Annex A, each of the fellows and
executive officers of the Reporting Person is a citizen of the United States. To
the Reporting Person's best knowledge and belief, none of the Reporting Person's
fellows or executive officers has been convicted in a criminal proceeding or was
or is subject to a civil judgment of the type described in clauses (d) or (e)
above.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The source of funds for the purchases of 8,421,759 Common Shares
reported by the Reporting Person was working capital of the Reporting Person.
The Reporting Person received such funds as gifts from donors to support its
programs and net investment gains thereon. The source of funds for the purchases
of 403,994 Common Shares reported by the Reporting Person was working capital of
Yale University
Page 3 of 11
Retirement Plan for Staff Employees ("YURPSE"). YURPSE received such funds as
contributions from Yale and net investment gains thereon.
ITEM 4. PURPOSE OF TRANSACTION
The Common Shares were acquired by the Reporting Person for the purpose
of investment.
On September 17, 2002, an employee of the Reporting Person was elected
to the Board of Trustees of the Trust. This Schedule 13D filing, in lieu of the
Reporting Person's normal filing on Schedule 13G, is occasioned solely by the
joining of the Trust's Board of Trustees by the Reporting Person's employee.
Because of his election to the Trust's Board of Trustees, it is possible that
the Reporting Person's investment in the Trust could be viewed as having the
purpose or affect of changing or influencing the control of the issuer. In order
to avoid any question as to whether the Reporting Person's beneficial ownership
is being reported on the proper form and in order to provide greater investment
flexibility, the Reporting Person has decided to file its beneficial ownership
reports on the more detailed Schedule 13D rather than on the short-form Schedule
13G and thereby to provide more expansive disclosure than may be necessary. This
Schedule 13D shall not be deemed an admission that the Reporting Person is
required to file its beneficial ownership reports on Schedule 13D rather than on
Schedule 13G.
The Reporting Person may, depending on market conditions, the trading
prices for the Common Shares, alternative investment opportunities, the
availability of funds, and the outlook for the sector and for the Trust, acquire
additional Common Shares, or may sell all or part of its holdings of Common
Shares, in the open market or in privately negotiated transactions. Except as
set forth above, the Reporting Person has no plans or proposals with respect to
any of the matters set forth in paragraphs (a) through (j) of Item 4 of Schedule
13D. The Reporting Person 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
(a) The Reporting Person beneficially owns, within the meaning of Rule
13d-3 under the Exchange Act, 8,825,753 Common Shares. The Common Shares owned
by the Reporting Person constitute approximately 35.6% of the Common Shares
issued and outstanding (computed on the basis of 24,800,328 Common Shares issued
and outstanding, as reported in the Trust's Form 10-Q for the quarterly period
ended June 30, 2002 filed with the Securities and Exchange Commission on August
13, 2002).
(b) The Reporting Person has sole power to dispose of 8,421,759 Common
Shares and shared power to direct the disposition of 403,994 Common Shares held
of record by YURPSE. YURPSE has shared power to direct the disposition of
403,994 Common Shares.
Page 4 of 11
The Reporting Person has sole power to vote 7,440,098 Common Shares and
shared power to direct the vote of 403,994 Common Shares held of record by
YURPSE. YURPSE has shared power to direct the vote of 403,994 Common Shares.
The Reporting Person disclaims beneficial ownership of the Common
Shares held by YURPSE.
The Trust has sole power to vote 981,661 Common Shares beneficially
owned by the Reporting Person (see the first paragraph of Item 6 below, which is
incorporated herein by reference).
(c)-(e) Not applicable
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
Pursuant to an agreement between the Reporting Person and the Trust
dated as of February 27, 2002 (the "Voting Trust Agreement"), the number of
Common Shares held by the Reporting Person in excess of 30% of all Common Shares
outstanding at any given time is required to be placed in a voting trust as to
which the Trust acts as voting trustee and has the exclusive right to vote such
Common Shares. As of this date, 981,661 Common Shares beneficially owned by the
Reporting Person are subject to the Voting Trust Agreement. The Voting Trust
Agreement will terminate at the time the Reporting Person's ownership of the
Common Shares is 5% or less of all Common Shares outstanding or when terminated
at the discretion of the Trust. The Trust is required to vote the Common Shares
that are subject to the Voting Trust Agreement in exact proportion to the actual
vote of all Common Shares voting.
Other than the Voting Trust Agreement, 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 Shares, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees or profits, division of profits or loss,
or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
1. Voting Trust Agreement between the Reporting Person and the
Trust dated as of February 27, 2002.
Page 5 of 11
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: September 25, 2002
YALE UNIVERSITY
By: /s/ David F. Swensen
------------------------------
Name: David F. Swensen
Title: Chief Investment Officer
Page 6 of 11
EXHIBIT INDEX
1. Voting Trust Agreement between the Reporting Person and the
Trust dated as of February 27, 2002.
Page 7 of 11
ANNEX A
Officers of Yale University:
----------------------------
Alison Fettes Richard
Provost
117 Hall of Graduate Studies
320 York Street
P.O. Box 208236
New Haven, CT 06520-8236
Linda Koch Lorimer
Vice President and Secretary
Woodbridge Hall, 105 Wall Street
P.O Box 208230
New Haven, CT 06520-8230
Dorothy Kathryn Robinson
Vice President and General Counsel
2 Whitney Avenue, 6th Floor
P.O. Box 208255
New Haven, CT 06520-8255
Charles James Pagnam
Vice President for Development
One Century Tower
265 Church Street
P.O. Box 2038
New Haven, CT 06521-2038
Bruce Donald Alexander
Vice President and Director of New Haven and State Affairs
433 Temple Street
P.O. Box 208332
New Haven, CT 06520-8332
Robert Loren Culver
Vice President for Finance and Administration
2 Whitney Avenue, 7th Floor
P.O. Box 208304
New Haven, CT 06520-8304
Page 8 of 11
Fellows of the Yale Corporation:
--------------------------------
His Excellency the Governor of Connecticut
Her Honor the Lieutenant Governor of Connecticut
Richard Charles Levin
President of Yale University
Woodbridge Hall, 105 Wall Street
P.O. Box 208299
New Haven, CT 06520-8299
George Leonard Baker
Managing Director
Sutter Hill Ventures
755 Page Mill Road, A200
Palo Alto, CA 94304
Edward Perry Bass
Chairman and CEO
Fine Line Inc.
201 Main Street
Fort Worth, TX 76102-3105
Roland Whitney Betts
Chairman
Chelsea Piers Management, Inc.
Pier 62, Suite 300
New York, NY 10011
Dr. Benjamin Solomon Carson, Sr.
Director of Pediatric Neurosurgery
Johns Hopkins Medical Institutions
600 North Wolfe Street, Harvey 811
Baltimore, MD 21287
Gerhard Casper
President Emeritus, Peter & Helen Bing Professor in
Undergraduate Education, and Professor of Law
Stanford University
Institute for International Studies
E114 Encina Hall
Stanford, CA 94305-6055
Page 9 of 11
Susan Crown
Vice President
Henry Crown & Company
222 North LaSalle Street, Suite 2000
Chicago, IL 60601
Charles Daniel Ellis
The Partners of `63
One Century Tower
265 Church Street
New Haven, CT 06510
Holcombe Tucker Green, Jr.
Principal
Green Capital Investors L.P.
3475 Piedmont Road N.W., Suite 1600
Atlanta, GA 30305
Maya Ying Lin
Founder and Principal
Maya Lin Studio
112 Prince Street, 4th Floor
New York, NY 10012
Linda Anne Mason
Chairman and Founder
Bright Horizons Family Solutions
P.O. Box 9177
Watertown, MA 02471
Rev. Victoria Matthews
Bishop of Edmonton
10035 103rd Street
Edmonton, Alberta, Canada T5J OX5
Indra K. Nooyi
President and Chief Financial Officer
Pepsi Co., Inc.
700 Anderson Hill Road
Purchase, NY 10577
Page 10 of 11
Barrington Daniel Parker, Jr.
United States Circuit Judge
U.S. District Courthouse
300 Quarropas Street, Room 633
White Plains, NY 10601
John Ennis Pepper, Jr.
Chairman of the Executive Committee of the Board
Procter & Gamble Company
1 Procter & Gamble Plaza
Cincinnati, OH 45202
Theodore Ping Shen
Retired
178 Columbia Heights
Brooklyn Heights, NY 11201-2105
Janet Louise Yellen
Trefethen Professor of Business Administration
Haas School of Business
University of California
Berkeley, CA 94720-1900
Page 11 of 11