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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO
(RULE 14D-100)
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 6)
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ACADIA REALTY TRUST
(Name of Subject Company (Issuer))
ACADIA REALTY TRUST (OFFEROR)
(Names of Filing Persons (Identifying Status as Offeror,
Issuer or Other Person))
Common Shares of Beneficial Interest, $0.001 par value per share
(including common units of limited partnership interests in Acadia Realty
Limited Partnership convertible into Acadia Realty Trust Common Shares of
Beneficial Interest)
(Title of Class of Securities)
004239109
(CUSIP Number of Class of Securities)
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Jon Grisham
Vice President
Acadia Realty Trust
20 Soundview Marketplace
Port Washington, NY 11050
(516) 767-8830
(Name, address, and telephone numbers of person authorized to receive
notices and communications on behalf of filing persons)
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With a copy to:
Mark Schonberger, Esq.
Paul, Hastings, Janofsky & Walker LLP
399 Park Avenue
New York, NY 10022
(212) 318-6000
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Transaction valuation* Amount of Filing Fee**
$34,999,997 $6,999.99
* Estimated solely for the purpose of determining the filing fee. This amount
assumes the purchase of 5,384,615 common shares, $.001 par value per share,
at the maximum tender offer price of $6.50 per share in cash. The amount of
the filing fee, calculated in accordance with Rule 0-11 under the Securities
Exchange Act of 1934, as amended, equals 1/50 of one percent of the
aggregate of the cash offered by the Offeror.
** Previously paid.
|_| Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid:_____________ Form or Registration No.______________
Filing Party:_______________________ Date Filed:___________________________
|_| Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
|X| issuer tender offer subject to Rule 13e-4.
|_| third-party tender offer subject to Rule 14d-1.
|_| amendment to Schedule 13D under Rule 13d-2.
|_| going-private transaction subject to Rule 13e-3.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: |X|
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Introduction
This Amendment No. 6 to the Issuer Tender Offer Statement on Schedule TO
relates to the tender offer by Acadia Realty Trust, a Maryland real estate
investment trust ("Acadia" or the "Company"), to purchase up to 5,384,615 of its
Common Shares of Beneficial Interest (including common units of limited
partnership interest convertible into our common shares), par value $.001 per
share ("Shares"). Acadia is offering to purchase these Shares at a price not
greater than $6.50 nor less than $6.05 per Share, net to the seller in cash,
upon the terms and subject to the conditions described in the Offer to Purchase,
dated December 20, 2001 ("Offer to Purchase"), and related Letter of
Transmittal, which, as amended or restated from time to time, together
constitute the "Offer."
This Amendment No. 6 to the Issuer Tender Offer on Schedule TO is filed
in satisfaction of the reporting requirements of Rule 13e-4(c)(4) promulgated
under the Securities Exchange Act of 1934, as amended.
Item 11. Additional Information.
Item 11 of the Schedule TO is hereby amended and supplemented by adding
the following:
On February 7, 2002, Acadia Realty Trust issued a press release which is
included herewith as Exhibit 99.a(5)(iv) and is incorporated herein by
reference.
Item 12. Exhibits.
Item 12 of the Schedule TO is hereby amended by adding Exhibit 99.a(5)(iv)
filed herewith.
Exhibit
Number Description
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99.a(5)(iv) Press Release issued by the Company on February 7, 2002.
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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.
/s/ Kenneth F. Bernstein
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Kenneth F. Bernstein
Chief Executive Officer and
President
Date: February 7, 2002
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EXHIBIT INDEX
Exhibit
Number Description
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99.a(1)(i) Offer to Purchase, dated December 20, 2001.*
99.a(1)(ii) Letter of Transmittal.*
99.a(1)(iii) Notice of Guaranteed Delivery.*
99.a(1)(iv) Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.*
99.a(1)(v) Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.*
99.a(1)(vi) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.*
99.a(1)(vii) Letter to Acadia Shareholders from Kenneth F. Bernstein,
President and Chief Executive Officer, dated December
20, 2001.*
99.a(1)(viii) Conditional Letter of Conversion.*
99.a(5)(i) Press Release issued by the Company on December 20,
2001.*
99.a(5)(ii) Press Release issued by the Company on January 18,
2002.*
99.a(5)(iii) Press Release issued by the Company on February 4,
2002.*
99.a(5)(iv) Press Release issued by the Company on February 7,
2002.**
99.b(i) Term Loan Agreement dated as of December 28, 2001, among
Fleet National Bank and RD Branch Associates, L.P., et
al.*
99.b(ii) Term Loan Agreement dated as of December 21, 2001, among
RD Woonsocket Associates Limited Partnership, et al.
and The Dime Savings Bank of New York, FSB.*
99.d(2) Stock Purchase Agreement Termination, dated January 18,
2002, by the Company and Ross Dworman.*
(g) Not applicable.
(h) Not applicable.
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* Previously filed.
** Filed herewith.
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[COMPANY LOGO] Exhibit 99(a)(5)(iv)
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AT THE COMPANY: AT FRB/WEBER SHANDWICK:
Jon Grisham, Investor Relations Susan Garland, General Inquiries
516-767-8830 212-445-8458
ACADIA REALTY TRUST ANNOUNCES FINAL RESULTS OF DUTCH AUCTION TENDER OFFER FOR
ITS SHARES AND APPROVES REQUEST OF YALE UNIVERSITY TO PURCHASE 2.3 MILLION
SHARES FROM INSTITUTIONAL INVESTOR
New York, NY (February 7, 2002) - Acadia Realty Trust (NYSE: AKR), a fully
integrated shopping center and real estate investment trust, today announced the
final results of its modified Dutch auction tender offer, which expired at 11:59
P.M. Eastern Time on February 1, 2002.
Consistent with the preliminary results announced February 4, 2002, Acadia will
purchase all of the 5,523,974 shares properly tendered at a purchase price of
$6.05 per share and not withdrawn prior to expiration of the offer. The
5,523,974 shares to be purchased are comprised of the 5,384,615 shares Acadia
offered to purchase and 139,359 shares to be purchased pursuant to Acadia's
right to purchase up to an additional 2% of its shares outstanding. Due to the
exercise of such right, there will be no proration and all shares tendered at
$6.05 per share will be purchased. For this purpose, shares tendered at $6.05
include shares tendered by those shareholders who indicated in their letter of
transmittal that they were willing to accept the price determined in the offer.
An additional 1,986,773 shares were tendered at prices greater than $6.05 and as
a result, will not be purchased by the Company. All shares purchased in the
offer will receive the same price. Following the purchase of the shares tendered
in the tender offer, Acadia will have 24,955,349 common shares and 3,468,059
common units of limited partnership interest convertible into common shares
outstanding. The aggregate purchase price being paid for the 5,523,974 shares
will be $33,420,043.
Payment for shares accepted for purchase, and the return of all other shares
tendered but not accepted for payment, will be made promptly by American Stock
Transfer & Trust Company, the depositary for the tender offer.
Acadia also announced that the Board of Trustees has voted to permit Yale
University, which currently owns 6,155,092 common shares of the Company, to
acquire 2,266,667 additional common shares from the Howard Hughes Medical
Institute by granting a conditional waiver of the provision in Acadia's
Declaration of Trust that prohibits ownership positions in excess of 4% of the
Company. The waiver is limited to this particular transaction. Additionally, as
a condition to approving the waiver, Acadia's Board and Yale University agreed
to establish a voting trust whereby all shares that Yale University owns in
excess of 30% of the Company's outstanding common shares, will be voted in the
same proportion as all other shares voted, excluding Yale. Following its
acquisition of the 2,266,667 additional common shares and after giving effect to
the reduction in outstanding common shares as a result of the tender offer, Yale
University's ownership would increase to 33.8% of Acadia's outstanding common
shares.
Acadia Realty Trust, headquartered on Long Island, NY, is a self-administered
equity real estate investment trust structured as an UPREIT, which specializes
in the operation, management, leasing, renovation and acquisition of shopping
center properties. The Company currently owns and operates 53 properties
totaling approximately 10 million square feet, primarily in the eastern half of
the United States. Acadia's principal executive offices are located in Port
Washington, New York, with a corporate office located in Manhattan.
Certain matters in this press release may constitute forward-looking statements
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.
For more information on Acadia Realty Trust
visit Acadia Realty Trust's Web site at
www.acadiarealty.com.