SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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. 5)*
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. James E. Quigley 3rd
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)
June 26, 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)
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*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 8 Pages
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(1) NAME OF REPORTING PERSON: Five Arrows Realty Securities L.L.C.
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) /x/
(b) / /
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS**: 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: Delaware
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NUMBER OF (7) SOLE VOTING POWER: -0-
SHARES _______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER: 1,723,267 (fn1)
OWNED BY _______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER: -0-
REPORTING _______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER: 1,723,267 (fn1)
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON: 1,723,267 (fn1)
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(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** / /
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(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11): 7.0% (fn1)
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(14) TYPE OF REPORTING PERSON **: OO
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** 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 8 Pages
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(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): / /
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
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NUMBER OF (7) SOLE VOTING POWER: -0-
SHARES _______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER: 1,723,267 (fn1)
OWNED BY _______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER: -0-
REPORTING _______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER: 1,723,267 (fn1)
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON: 1,723,267 (fn1)
- ------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** / /
- ------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11): 7.0% (fn1)
- ------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON **: OO
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** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 004239109 Schedule 13D Page 4 of 8 Pages
This Amendment No. 5 (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, Amendment No.
3 on May 26, 2000, and Amendment No. 4 on April 18, 2002 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 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 June 26, 2002, Five Arrows owned,
within the meaning of Rule 13d-3 under the Exchange Act, 1,723,267 shares of
Common Stock, including those shares originally reported in the Group Schedule
13D. Five Arrows beneficially owns 7.0% 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 1,723,267 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 April 19, 2002, Five Arrows, in open market sales, sold 5,000
shares of Common Stock (representing <0.1% of the shares of Common Stock
outstanding) at an average per share price of $6.8500 for a total of $34,250.00.
On April 24, 2002, Five Arrows, in open market sales, sold 11,000
shares of Common Stock (representing <0.1% of the shares of Common Stock
outstanding) at an average per share price of $6.9019 for a total of $75,920.90.
On April 25, 2002, Five Arrows, in open market sales, sold 62,800
shares of Common Stock (representing 0.3% of the shares of Common Stock
outstanding) at an average per share price of $6.8904 for a total of
$432,717.12.
On April 26, 2002, Five Arrows, in open market sales, sold 5,400 shares
of Common Stock (representing <0.1% of the shares of Common Stock outstanding)
at an average per share price of $6.9000 for a total of $37,260.00.
On April 29, 2002, Five Arrows, in open market sales, sold 10,500
shares of Common Stock (representing <0.1% of the shares of Common Stock
outstanding) at an average per share price of $6.9000 for a total of $72,450.00.
On April 30, 2002, Five Arrows, in open market sales, sold 4,900 shares
of Common Stock (representing <0.1% of the shares of Common Stock outstanding)
at an average per share price of $6.9500 for a total of $34,055.00.
On May 1, 2002, Five Arrows, in open market sales, sold 19,000 shares
of Common Stock (representing 0.1% of the shares of Common Stock outstanding) at
an average per share price of $7.0066 for a total of $133,125.40.
CUSIP No. 004239109 Schedule 13D Page 5 of 8 Pages
On May 2, 2002, Five Arrows, in open market sales, sold 51,000 shares
of Common Stock (representing 0.2% of the shares of Common Stock outstanding) at
an average per share price of $7.0588 for a total of $359,998.80.
On May 8, 2002, Five Arrows, in open market sales, sold 14,400 shares
of Common Stock (representing 0.1% of the shares of Common Stock outstanding) at
an average per share price of $7.1644 for a total of $103,167.36.
On May 9, 2002, Five Arrows, in open market sales, sold 900 shares of
Common Stock (representing <0.1% of the shares of Common Stock outstanding) at
an average per share price of $7.1800 for a total of $6,462.00.
On May 13, 2002, Five Arrows, in open market sales, sold 2,600 shares
of Common Stock (representing <0.1% of the shares of Common Stock outstanding)
at an average per share price of $7.1200 for a total of $18,512.00.
On May 14, 2002, Five Arrows, in open market sales, sold 6,700 shares
of Common Stock (representing <0.1% of the shares of Common Stock outstanding)
at an average per share price of $7.1200 for a total of $47,704.00.
On May 15, 2002, Five Arrows, in open market sales, sold 7,000 shares
of Common Stock (representing <0.1% of the shares of Common Stock outstanding)
at an average per share price of $7.2416 for a total of $50,691.20.
On May 16, 2002, Five Arrows, in open market sales, sold 1,100 shares
of Common Stock (representing <0.1% of the shares of Common Stock outstanding)
at an average per share price of $7.3000 for a total of $8,030.00.
On June 18, 2002, Five Arrows, in open market sales, sold 2,100 shares
of Common Stock (representing <0.1% of the shares of Common Stock outstanding)
at an average per share price of $7.6500 for a total of $16,065.00.
On June 26, 2002, Five Arrows, in open market sales, sold 347,500
shares of Common Stock (representing 1.4% of the shares of Common Stock
outstanding) at an average per share price of $7.2500 for a total of
$2,519,375.00.
(d) Not applicable.
(e) Not applicable.
CUSIP No. 004239109 Schedule 13D Page 6 of 8 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 7 of 8 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: June 28, 2002
FIVE ARROWS REALTY SECURITIES L.L.C.
By: /s/ James E. Quigley, 3rd
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James E. Quigley, 3rd
Manager
ROTHSCHILD REALTY INVESTORS II L.L.C.
By: /s/ James E. Quigley, 3rd
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James E. Quigley, 3rd
Manager
CUSIP No. 004239109 Schedule 13D Page 8 of 8 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: June 28, 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