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
Date of Report (Date of Earliest Event Reported): March 18, 2004
ACADIA REALTY TRUST
(Exact name of registrant as specified in its charter)
Maryland 1-12002 23-2715194
(State or other (Commission (I.R.S. Employer
jurisdictionof File Number) Identification No.)
incorporation)
1311 Mamaroneck Avenue, Suite 260
White Plains, New York 10605
(Address of principal executive offices) (Zip Code)
(914) 288-8100
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
ITEM 5. Other Events
On March 18, 2004, the Registrant issued a press release announcing the
continuation of its corporate governance initiatives.
In connection with the Registrant's efforts to transition to an independent
Board of Trustees (the "Board"), the Registrant announced that Martin Edelman,
Gregory White, Marvin Levine and Lawrence Longua will not stand for re-election
to the Board at the next annual meeting of the Registrant's shareholders.
The Registrant also announced that Ross Dworman, former Chairman and Chief
Executive Officer, has, as of March 17, 2004, resigned as a trustee and
exercised all of his outstanding share options.
A copy of the press release dated March 18, 2004 is attached hereto as exhibit
99.1.
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
99.1 Press release dated March 18, 2004
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.
ACADIA REALTY TRUST
(Registrant)
Date: March 18, 2004 By: /s/ Michael Nelsen
---------------------
Name: Michael Nelsen
Title: Sr. Vice President and Chief Financial
Officer
2
Exhibit 99.1
Acadia Realty Trust Announces Further Corporate Governance Actions;
All Outside Board Members To Be Fully Independent
NEW YORK--(BUSINESS WIRE)--March 18, 2004--Acadia Realty Trust
(NYSE: AKR - "Acadia" or the "Company"), a real estate investment
trust and owner and operator of shopping centers anchored by
necessity-based or value-oriented retailers, today announced the next
phase of its corporate governance initiatives.
In connection with the Company's efforts to transition to a more
independent Board of Trustees (the "Board"), Acadia announced that the
following four individuals will not stand for re-election at the next
annual meeting of Acadia's shareholders:
-- Martin Edelman of the law firm Paul Hastings Janofsky and
Walker, the Company's outside general counsel;
-- Gregory White of Prima Advisors, who is a member of the board
of trustees of a competing retail REIT;
-- Marvin Levine of the law firm Wachtel & Masyr, which actively
represents Acadia in transactions; and
-- Lawrence Longua, an original member of Mark Center Trust's
board of trustees who is currently with Newmark & Company.
The Company also announced that Ross Dworman, former Chairman and
Chief Executive Officer, has resigned as a trustee. In conjunction
with his resignation, Mr. Dworman exercised all of his outstanding
share options. These options to purchase one million common shares at
$7.50 per share were granted pursuant to the 1998 merger with Mark
Centers Trust. Mr. Dworman said, "I am very proud of the
accomplishments of management and the Board over the past five years.
They have done a terrific job executing the business plan initiated
during my tenure as Chief Executive Officer. However, I am looking
forward to continuing to expand my business interests outside of
Acadia."
At the next annual meeting of shareholders on May 6, 2004, four of
the Company's current independent trustees will stand for re-election:
Lee Wielansky, Douglas Crocker II, Alan Forman and Lorrence Kellar.
Acadia's only management trustee, Kenneth F. Bernstein (President and
Chief Executive Officer), will also stand for re-election. In
addition, Acadia's Nominating/Corporate Governance Committee intends
to select two new independent candidates to stand for election,
bringing the size of the Board to seven members. Assuming all expected
trustees are elected to the Board by shareholders, six of the seven
members will be independent under New York Stock Exchange
requirements.
Commenting on the changes, Kenneth F. Bernstein said, "Each of the
five departing trustees has brought energy, wisdom and integrity to
our Company and has been a great asset from the earliest days of our
merger with Mark Centers. Their efforts, guidance and support were
essential in Acadia executing its turnaround strategy and the progress
we have achieved to date. Acadia's achievements could not have
occurred without the help of these five departing members. We wish
them great success in their many endeavors. Looking forward, we are
fortunate that we have created a core of knowledgeable, independent
trustees. I look forward to working with them as Acadia continues to
build on the foundations set in place over the past several years. It
is my expectation that the Nominating Committee will identify two
independent members shortly to add to our Board and that these new
members will further contribute to Acadia's transparency, governance
and growth."
Last year the Company commenced certain corporate governance
initiatives by naming Lee Wielansky to the position of Independent
Lead Trustee and adding Douglas Crocker II and Lorrence Kellar as
independent members to its Board. In addition, the Company created
three mandatory committees required by the New York Stock Exchange
(Audit, Compensation and Nominating/Corporate Governance), each of
which is comprised of independent trustees. The Company also created
and published charters for each of the committees as well as a Senior
Officer Code of Conduct, a Whistleblower Policy and a Code of Business
Ethics, which are all available on the Company's website.
Acadia Realty Trust, headquartered in White Plains, NY, is a fully
integrated and self-managed real estate investment trust which
specializes in the acquisition, redevelopment and operation of
shopping centers which are anchored by necessity-based and
value-oriented retail. Acadia currently owns, or has interests in, and
operates 62 properties totaling approximately nine million square
feet, located primarily in the Northeast, Mid-Atlantic and Midwest
United States.
Certain matters in this press release may constitute
forward-looking statements within the meaning of federal securities
law and as such may involve known and unknown risk, uncertainties and
other factors which may cause the actual results, performances or
achievements of Acadia to be materially different from any future
results, performances or achievements expressed or implied by such
forward-looking statements. Such forward-looking statements speak only
as of the date of this document. Acadia expressly disclaims any
obligation or undertaking to release publicly any updates or revisions
to any forward-looking statements contained herein to reflect any
change in Acadia's expectations with regard thereto or change in
events, conditions or circumstances on which any such statement is
based. The Company also refers you to the documents filed by the
Company, from time to time, with the Securities and Exchange
Commission, including without limitation the Company's Annual Report
on Form 10-K, for a discussion of such risks and uncertainties.
For more information on Acadia Realty Trust, visit the Company's
Web site at www.acadiarealty.com
CONTACT: Investor Relations:
Acadia Realty Trust
Jon Grisham, 914-288-8142