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 ---------------------------------------------------------------------------- 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 ---------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [ ] ---------------------------------------------------------------------------- 3. SEC USE ONLY ---------------------------------------------------------------------------- 4. SOURCE OF FUNDS (SEE INSTRUCTIONS) 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 ----------------------------------------------------------------------------- 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 -------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 403,994 ----------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,825,753 ----------------------------------------------------------------------------- 12. CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] ----------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 35.6% ----------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) EP ----------------------------------------------------------------------------- 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
Exhibit 99.1 VOTING TRUST AGREEMENT THIS VOTING TRUST AGREEMENT is made as of February 27, 2002, by and between Acadia Realty Trust, a Maryland real estate investment trust (the "Voting Trustee" and the "Company") and Yale University ( "Yale"). WHEREAS, Yale is a holder of record of 6,155,092 common shares of beneficial interest, par value $.001 per share, of the Company ("Shares"); WHEREAS, Yale intends to purchase up to an additional 2,266,667 Shares prior to April 1, 2002, and has requested a waiver from the Company of the restriction in the Company's Declaration of Trust that limits ownership of Shares and the Company has agreed to provide such waiver; WHEREAS, Yale wishes to limit the voting power of Yale's Shares to 30% of all outstanding Shares at any given time; WHEREAS, Yale is agreeable to limiting its voting power to 30% of all outstanding Shares at any given time; WHEREAS, Yale has agreed to deposit all Shares that Yale acquires during the term of this Agreement in excess of 30% of outstanding Shares at any time ("Excess Voting Trust Shares") in a voting trust for the benefit of the Company and its shareholders; WHEREAS, the Voting Trustee and Yale wish to effect such limitation by ensuring that Excess Voting Trust Shares are voted in a manner such that the outcome of any Company shareholder vote will be unaffected by the Excess Voting Trust Shares; and WHEREAS, the Company, in accordance with Article II, Section 9 of its By Laws, has agreed to act as voting trustee for the purposes provided herein; NOW THEREFORE, it is agreed: 1. Transfer of Shares to Voting Trustee. Yale hereby agrees to from time to time transfer any Excess Voting Trust Shares it holds to the Voting Trustee and acknowledges that such Excess Voting Trust Shares shall be held by the Voting Trustee hereunder, subject to this Agreement. Yale hereby agrees that if the Excess Voting Trust Shares are not represented by a share certificate then the Company's registrar and transfer agent shall register such shares on the Company's books in the name of the Voting Trustee. If the Excess Voting Trust Shares are represented by a share certificate, Yale agrees to deposit the share certificates with respect to such Excess Voting Trust Shares with the Company's registrar and transfer agent, which shall register such Excess Voting Trust Shares on the Company's books in the name of the Voting Trustee
2. Termination. The Voting Trust shall terminate on such date on which Yale becomes the beneficial owner of five percent (5%) or less of the Shares of the Company. At any time within the term of this agreement, Yale may, with the Voting Trustee's written consent, extend the duration of this Agreement. The Voting Trust may be terminated at any time by the Voting Trustee. 3. Voting of Excess Voting Trust Shares. Throughout the term of the Voting Trust, the Voting Trustee shall have the exclusive right to vote the Excess Voting Trust Shares in person or by proxy at all meetings of the Company's shareholders and in all proceedings where the vote or written consent of shareholders may be required or authorized by law. The Voting Trustee shall vote the Excess Voting Trust Shares in exact proportion to the actual vote of all Shares voting other than the Excess Voting Trust Shares. 4. Dividends. Yale shall at all times be entitled to receive all dividends on the Excess Voting Trust Shares; provided however, that if the Company issues additional Shares as a dividend, to the extent such Shares represent Excess Voting Trust Shares, such Shares shall be subject to the terms of this Agreement. 5. Remuneration and Indemnification. The Voting Trustee shall serve without remuneration and shall be entitled to indemnity out of the Voting Trust property against any loss or liability incurred in the performance of its duties, other than loss or liability incurred as a result of the Voting Trustee's bad faith conduct. 6. Entire Agreement. This Agreement supersedes all prior agreements between the parties relating to its subject matter. There are no other understandings or agreements between them concerning the subject matter. 7. Governing Law. This Agreement shall be governed by the internal laws of the State of Maryland. 8. Deposit of Agreement with the Company. Executed copies of this Agreement and any amendment to this Agreement shall be deposited with the Company at its principal office in Port Washington, New York. 9. Non-waiver. No delay or failure to exercise any right under this Agreement shall constitute a waiver of that or any other right. 10. Headings. Headings in this Agreement are for convenience only and shall not be used to interpret or construe its provisions. 11. Counterparts. This Agreement and any amendment hereof may be executed in two or more counterparts, which shall in each case be treated as a single instrument for all purposes. 2
IN WITNESS WHEREOF, the Company and Yale have hereunto set their hands as of the date first written above written: ACADIA REALTY TRUST YALE UNIVERSITY By: /s/ Kenneth F. Bernstein By: /s/ David Swensen ---------------------------- --------------------- Kenneth F. Bernstein David Swensen President and Chief Executive Officer Chief Investment Officer 3