SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 2)
Acadia Realty Trust
(Name of Issuer)
Common Shares of Beneficial Interest, Par Value .001 Par Value
(Title of Class of Securities)
004239 10 9
(CUSIP Number)
Mr. Matthew W. Kaplan
Rothschild Realty Inc.
1251 Avenue of the Americas
New York, New York 10020
(212) 403-3500
(Name, address and telephone number of person
authorized to receive notices and communications)
April 8,1999
(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(b)(3) or (4), check the following box [ ].
Item 1. Security and Issuer
This Amendment No. 2 (the "Amendment") amends in its entirety the
statement on Schedule 13D ("Schedule 13D") filed September 15,1998, as amended
by Amendment No. 1 on May 21,1999, 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.
Item 2. Identity and Background
(a) This Schedule 13D is being filed on behalf of (i) Five Arrows
Realty Securities II L.L.C., a Delaware limited liability company ("Five
Arrows") and (ii) Rothschild Realty Investors II L.L.C., a Delaware limited
liability company and sole Managing Member of Five Arrows ("Rothschild").
The reporting entities are making a joint filing pursuant to Rule
13d-1(k) because, by reason of the relationship as described herein, they may
be deemed to be a "group" within the meaning of Section 13(d)(3) with respect
to acquiring, holding and disposing of shares of Common Stock.
(b) The business address of each of the Five Arrows and Rothschild
is 1251 Avenue of the Americas, New York, New York 10020.
(c) Five Arrows is a private investment limited liability company.
The principal occupation of Rothschild is acting as managing member of Five
Arrows. The current Managers of Rothschild are John D. McGurk, Matthew W.
Kaplan, James E. Quigley, 3rd, and D. Pike Aloian.
(d) Neither of Five Arrows or Rothschild has, during the last five
years, been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
(e) Neither Five Arrows or Rothschild has, during the last five
years, been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as 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.
On September 14, 1998, Five Arrows, in open market purchases,
purchased 25,000 shares of Common Stock (representing 0.1% of the shares of
Common Stock outstanding) at a per share price of $5.25 for a total of
$131,250.
On September 15, 1998, Five Arrows, in open market purchases,
purchased 250,000 shares of Common Stock (representing 1.0% of the shares of
Common Stock outstanding) at a per share price of $5.25 for a total of
$1,312,500.
On September 22, 1998, Five Arrows, in open market purchases,
purchased 50,000 shares of Common Stock (representing 0.2% of the shares of
Common Stock outstanding) at a share price of $5.25 for a total of $262,500.
On January 14, 1999, Five Arrows, in open market purchases,
purchased 23,700 shares of Common Stock at a per share price of $5.00 for a
total of $118,500.
On January 19, 23, 28 and 29,1999, Five Arrows, in open market
purchases, purchased 1000, 4,600, 2,000 and 6,000 shares of Common Stock,
respectively, at a per share price of $5.125 for a total of $69,700.
On February 4, 1999, Five Arrows, in open market purchases,
purchased 20,000 shares of Common Stock at a per share price of $5.125 for a
total of $102,500.
On February 5, 1999, Five Arrows, in open market purchases,
purchased 52,000 shares of Common Stock (representing 0.2% of the shares of
Common Stock outstanding) at a per share price of $5.125 for a total of
$266,500.
On February 9, 1999, Five Arrows, in open market purchases,
purchased 2,100 shares of Common Stock at a per share price of $5.125 for a
total of $10,762.50.
On March 11, 1999, Five Arrows, in open market purchases, purchased
400 shares of Common Stock at a per share price of $5.125 for a total of
$2,050.00.
On March 12, 1999, Five Arrows, in open market purchases, purchased
500 shares of Common Stock at a per share price of $5.125 for a total of
$2,562.50.
On March 15, 1999, Five Arrows, in open market purchases, purchased
1,700 shares of Common Stock at a per share price of $5.125 for a total of
$8,712.50.
On March 16, 1999, Five Arrows, in open market purchases, purchased
1,000 shares of Common Stock at a per share price of $5.125 for a total of
$5,125.00.
On March 17, 1999, Five Arrows, in open market purchases, purchased
1,200 shares of Common Stock at a per share price of $5.125 for a total of
$6,150.00.
On March 25, 1999, Five Arrows, in open market purchases, purchased
11,000 shares of Common Stock at a per share price of $5.00 for a total of
$55,000.00.
On March 26, 1999, Five Arrows, in open market purchases, purchased
1,300 shares of Common Stock at a per share price of $5.125 for a total of
$6,593.73.
On March 29, 1999, Five Arrows, in open market purchases, purchased
2,500 shares of Common Stock at a per share price of $5.125 for a total of
$12,812.50.
On March 29, 1999, Five Arrows, in open market purchases, purchased
6,700 shares of Common Stock at a per share price of $5.125 for a total of
$34,337.50.
On March 30, 1999, Five Arrows, in open market purchases, purchased
12,900 shares of Common Stock at a per share price of $5.125 for a total of
$66,112.50.
On March 31, 1999, Five Arrows, in open market purchases, purchased
52,300 shares of Common Stock (representing 0.2% of the shares of Common Stock
outstanding) at an average per share price of $5.125 for a total of
$271,206.88.
On April 8, 1999, Five Arrows, in open market purchases, purchased
5,400 shares of Common Stock at a per share price of $5.00 for a total of
$27,000.
On April 9, 1999, Five Arrows, in open market purchases, purchased
2,000 shares of Common Stock at a per share price of $5.00 for a total of
$10,000.
On April 12, 1999, Five Arrows, in open market purchases, purchased
5,600 shares of Common Stock at a per share price of $5.00 for a total of
$28,000.
On April 15, 1999, Five Arrows, in open market purchases, purchased
67,000 shares of Common Stock (representing 0.2% of the shares of Common Stock
outstanding) at a per share price of $5.125 for a total of $343,375.
On April 20, 1999, Five Arrows, in open market purchases, purchased
2,100 shares of Common Stock at a per share price of $5.50 for a total of
$11,550.
(d) Not applicable.
(e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer
The shares of Common Stock reported herein are not subject to any of the
contractual arrangements disclosed in the Group Schedule 13D, and 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 Stock, finder's fees, joint ventures, loan or
option arrangements, puts or calls, guarantees of profits, division of profits
or loss, or the giving or withholding of proxies.
However, as reported in the Group Schedule 13D, 2,266,667 shares of
Common Stock, representing 8.9% of the issued and outstanding shares of Common
Stock beneficially owned by Five Arrows, are subject to certain contractual
arrangements that include the granting to Five Arrows by the general partner
of the Partnership a proxy to exercise all of the voting rights of a
shareholders of the Trust owned by the Partnership which would otherwise be
distributable to Five Arrows if the Partnership were liquidated and certain
restrictions on transfer.
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: May 24, 1999
FIVE ARROWS REALTY SECURITIES L.L.C.
By: /s/ Matthew W. Kaplan
______________________
Matthew W. Kaplan
Manager
ROTHSCHILD REALTY INVESTORS II L.L.C.
By: /s/ Matthew W. Kaplan
________________________
Matthew W. Kaplan
Member