UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No.3)
Acadia Realty Trust (formerly Mark Centers Trust)
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(Name of Issuer)
Common Shares of Beneficial Interest, Par Value $.001 Per Share
(Title of Class of Securities)
004239 10 9
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(CUSIP Number)
Mark Schonberger, Esq.
Battle Fowler LLP
Park Avenue Tower
75 East 55th Street
(212) 856-7000
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
April 7, 2000
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(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 . / /
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) 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 purpose 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.
913320.2
CUSIP No. 004239 10 9 SCHEDULE 13D Page 1 of 27 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RD Properties L.P. VI
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)
/ /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
None. See Item 5.
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY None. See Item 5.
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH None. See Item 5.
10 SHARED DISPOSITIVE POWER
None. See Item 5.
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None. See Item 5.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
913320.2
CUSIP No. 004239 10 9 SCHEDULE 13D Page 2 of 27 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RD Properties L.P. VIA
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)
/ /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
None. See Item 5.
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY None. See Item 5.
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING None. See Item 5.
PERSON WITH
10 SHARED DISPOSITIVE POWER
None. See Item 5.
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None. See Item 5.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
913320.2
CUSIP No. 004239 10 9 SCHEDULE 13D Page 3 of 27 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RD Properties L.P. VIB
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)
/ /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
None. See Item 5.
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY None. See Item 5.
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING None. See Item 5.
PERSON WITH
10 SHARED DISPOSITIVE POWER
None. See Item 5.
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None. See Item 5.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
913320.2
CUSIP No. 004239 10 9 SCHEDULE 13D Page 4 of 27 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RD New York VI, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/ See Item 6.
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)
/ /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
134,661. See Item 5.
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY None. See Item 5.
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH None. See Item 5.
10 SHARED DISPOSITIVE POWER
134,661. See Item 5.
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
134,661. See Item 5.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.5%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
913320.2
CUSIP No. 004239 10 9 SCHEDULE 13D Page 5 of 27 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Yale University, a Connecticut Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/ See Item 6.
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)
/ /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut
7 SOLE VOTING POWER
See Item 5.
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY None. See Item 5.
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH None. See Item 5.
10 SHARED DISPOSITIVE POWER
See Item 5.
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,138,492. See Item 5.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.9%
14 TYPE OF REPORTING PERSON*
CO
913320.2
CUSIP No. 004239 10 9 SCHEDULE 13D Page 6 of 27 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Yale University Retirement Plan for Staff Employees
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/ See Item 6.
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)
/ /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut
7 SOLE VOTING POWER
403,994. See Item 5.
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY None. See Item 5.
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH None. See Item 5.
10 SHARED DISPOSITIVE POWER
403,994. See Item 5.
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
403,994. See Item 5.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.6%
14 TYPE OF REPORTING PERSON*
EP
913320.2
CUSIP No. 004239 10 9 SCHEDULE 13D Page 7 of 27 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Carnegie Corporation of New York
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/ See Item 6.
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)
/ /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7 SOLE VOTING POWER
942,653. See Item 5.
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY None. See Item 5.
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH None. See Item 5.
10 SHARED DISPOSITIVE POWER
942,653. See Item 5.
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
942,653. See Item 5.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.7%
14 TYPE OF REPORTING PERSON*
CO and EP
913320.2
CUSIP No. 004239 10 9 SCHEDULE 13D Page 8 of 27 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Vanderbilt University
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/ See Item 6.
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)
/ /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Tennessee
7 SOLE VOTING POWER
1,346,647. See Item 5.
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY None. See Item 5.
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH None. See Item 5.
10 SHARED DISPOSITIVE POWER
1,346,647. See Item 5.
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1, 346,647. See Item 5.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3%
14 TYPE OF REPORTING PERSON*
EP
913320.2
CUSIP No. 004239 10 9 SCHEDULE 13D Page 9 of 27 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TRW Master Trust
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/ See Item 6.
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)
/ /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio
7 SOLE VOTING POWER
1,200,000. See Item 5.
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY None. See Item 5.
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH None. See Item 5.
10 SHARED DISPOSITIVE POWER
1,200,000. See Item 5.
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,200,000. See Item 5.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.7%.
14 TYPE OF REPORTING PERSON*
EP
913320.2
CUSIP No. 004239 10 9 SCHEDULE 13D Page 10 of 27 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Harvard Private Capital Realty, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/ See Item 6.
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)
/ /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
7 SOLE VOTING POWER
None. See Item 5.
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY None. See Item 5.
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH None. See Item 5.
10 SHARED DISPOSITIVE POWER
2,000,000. See Item 5.
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,000,000. See Item 5.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.9%
14 TYPE OF REPORTING PERSON*
CO
913320.2
CUSIP No. 004239 10 9 SCHEDULE 13D Page 11 of 27 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Charlesbank Capital Partners, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/ See Item 6.
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
/ /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
7 SOLE VOTING POWER
2,000,000. See Item 5.
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY None. See Item 5.
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH None. See Item 5.
10 SHARED DISPOSITIVE POWER
2,000,000. See Item 5.
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,000,000. See Item 5.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.9%
14 TYPE OF REPORTING PERSON*
OO
913320.2
CUSIP No. 004239 10 9 SCHEDULE 13D Page 12 of 27 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Board of Trustees of the Leland Stanford Junior University
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/ See Item 6.
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)
/ /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
7 SOLE VOTING POWER
2,133,333. See Item 5.
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY None. See Item 5.
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH None. See Item 5.
10 SHARED DISPOSITIVE POWER
2,133,333. See Item 5.
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,133,333. See Item 5.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.4%
14 TYPE OF REPORTING PERSON*
EP
913320.2
CUSIP No. 004239 10 9 SCHEDULE 13D Page 13 of 27 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Howard Hughes Medical Institute
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/ See Item 6.
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)
/ /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
2,266,667. See Item 5.
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY None. See Item 5.
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH None. See Item 5.
10 SHARED DISPOSITIVE POWER
2,266,667. See Item 5.
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,266,667. See Item 5.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.0%
14 TYPE OF REPORTING PERSON*
CO (Non-profit)
913320.2
CUSIP No. 004239 10 9 SCHEDULE 13D Page 14 of 27 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Five Arrows Realty Securities L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/ See Item 6.
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)
/ /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
None. See Item 5.
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 3,266,667. See Item 5.
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH None. See Item 5.
10 SHARED DISPOSITIVE POWER
3,266,667. See Item 5.
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,266,667. See Item 5.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.9%
14 TYPE OF REPORTING PERSON*
OO
913320.2
CUSIP No. 004239 10 9 SCHEDULE 13D Page 15 of 27 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Rothschild Realty Investors II L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/ See Item 6.
(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)
/ /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
None. See Item 5.
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 3,266,667. See Item 5.
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH None. See Item 5.
10 SHARED DISPOSITIVE POWER
3,266,667. See Item 5.
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,266,667. See Item 5.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.9%
14 TYPE OF REPORTING PERSON*
OO
913320.2
CUSIP No. 004239 10 9 SCHEDULE 13D Page 16 of 27 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ross Dworman
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)
/ /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
See Item 5.
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY See Item 5.
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH See Item 5.
10 SHARED DISPOSITIVE POWER
See Item 5.
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,817,320. See Item 5.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9%
14 TYPE OF REPORTING PERSON*
IN
913320.2
CUSIP No. 004239 10 9 SCHEDULE 13D Page 17 of 27 Pages
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- -------------------------------------------- --------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kenneth F. Bernstein
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)
/ /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
See Item 5.
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY See Item 5.
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH See Item 5.
10 SHARED DISPOSITIVE POWER
See Item 5.
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
759,201. See Item 5.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.9%
14 TYPE OF REPORTING PERSON*
IN
913320.2
CUSIP No. 004239 10 9 SCHEDULE 13D Page 18 of 27 Pages
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- -------------------------------------------- --------------------------------------------
Item 1. Security and Issuer.
This third amendment (this "Amendment No. 3") to the statement on
Schedule 13D filed by the Reporting Persons (as defined in Item 2 hereof) with
the Securities and Exchange Commission of September 16, 1998 (the "Original
13D"), as amended by the statements on Schedule 13D/A filed by Five Arrows and
Rothschild (each, as defined in Item 2 hereof) with the Securities and Exchange
Commission on May 21, 1999 and May 24, 1999 (together, the "Five Arrows 13D/A"),
is being filed with respect to the common shares of beneficial interest, par
value $.001 per share (the "Common Shares") of Acadia Realty Trust (formerly
known as Mark Centers Trust), a Maryland real estate investment trust (the
"Trust"), whose principal executive offices are located at 805 Third Avenue, 9th
Floor, New York, NY 10022.
Item 2. Identity and Background.
(a) This Amendment No. 3 is being filed on behalf of the following
entities: (i) RD Properties, L.P. VI, a limited partnership organized under the
laws of the State of Delaware ("RDVI"); (ii) RD Properties, L.P. VIA, a limited
partnership organized under the laws of the State of Delaware ("RDVIA"); (iii)
RD Properties L.P. VIB, a limited partnership organized under the laws of the
State of Delaware ("RDVIB" and together with RDVI and RDVIA, the "RDC Funds");
(iv) RD New York VI, LLC, a limited liability company organized under the laws
of the State of Delaware and the sole general partner of each of the RDC Funds
(the "General Partner"); (v) Yale University, a Connecticut Corporation
("Yale"); (vi) Yale University Retirement Plan for Staff Employees ("YURPSE");
(vii) Carnegie Corporation ("Carnegie"); (ix) the Vanderbilt University
("Vanderbilt"); (x) TRW Master Trust ("TRW"); (xi) Harvard Private Capital
Realty, Inc. ("Harvard"); (xii) Charlesbank Capital Partners, LLC
("Charlesbank"); (xiii) the Board of Trustees of the Leland Stanford Junior
University ("Stanford"); (xiv) Howard Hughes Medical Institute ("HHMI"); (xv)
Five Arrows Realty Securities L.L.C., a Delaware limited liability company
("Five Arrows"); (xvi) Rothschild Realty Investors II L.L.C., a Delaware limited
liability company and sole managing member of Five Arrows ("Rothschild", and
together with Yale, YURPSE, Carnegie, Vanderbilt, TRW, Harvard, Stanford, HHMI
and Five Arrows, the "LP Reporting Persons"); (xvii) Ross Dworman, a citizen of
the United States and a managing member of the General Partner ("Dworman");
(xviii) Kenneth F. Bernstein, a citizen of the United States and a managing
member of the General Partner ("Bernstein", and together with (i) through (xvii)
above, the "Reporting Persons").
(b) The business address of each of the RDC Funds, the General
Partner, Dworman and Bernstein is c/o Acadia Realty Trust, 805 Third Avenue, 9th
Floor, New York, NY 10022. The business address of Yale and YURPSE is c/o Yale
University Investments Office, Real Estate, 230 Prospect Street, New Haven, CT
06511-2107. The business address of Carnegie is c/o Carnegie Corporation of New
York, 437 Madison Avenue, New York, NY 10022. The business address of Vanderbilt
is c/o Vanderbilt University, Treasurer's Office, Alumni Hall, Nashville, TN,
37240. The business address of TRW is c/o TRW Investment Management Co.,
Executive Offices, 1900 Richmond Road, Cleveland, OH 44124. The business address
of Harvard and Charlesbank is 600 Atlantic Avenue, Boston, MA 02210-2203. The
business address of HHMI is c/o Howard Hughes Medical Institute, 4000 Jones
Bridge Road, Chevy Chase, MD 20815-6789. The business address of Stanford is c/o
Stanford Management Company, 2770 Sand Hill Road, Menlo Park, CA 94025. The
business address of each of Five Arrows and Rothschild is c/o Rothschild Realty,
Inc., 1251 Avenue of the Americas, 51st Floor, New York, NY 10020.
(c) The business of each of the RDC Funds is the ownership and development
of real estate projects. The principal occupation of the General Partner is
acting as general partner of each of the RDC Funds. The current managing members
of the General Partner are Dworman and Bernstein who are also the Chairman and
Chief Executive Officer and President, respectively, of the Trust. Harvard is a
charitable company holding a portion of the endowment fund of Harvard
University. Harvard is controlled by President and Fellows of Harvard College, a
Massachusetts educational corporation and title-holding company for the
endowment fund of Harvard University. The directors of Harvard, all of whom are
citizens of the United States of America, and whose principal business address
is located at 600 Atlantic Avenue, Boston MA 02210, are Michael R. Eisenson,
Jack R. Meyer and Charles F. Wu. The executive officers of Harvard, all of whom
are citizens of the United States of America, and whose principal business
address is located at 600 Atlantic Avenue, Boston, MA 02210, are Michael R.
Eisenson (President), William P. Douglas (Vice President), Charles F. Wu (Vice
President), Stephen McSweeney (Treasurer), Tami E. Nason (Clerk) and Michael
Thonis (Assistant Clerk). Charlesbank is a Massachusetts limited liability
company organized primarily for the purpose of acting as an investment manager
to the President and Fellows of Harvard College and certain other entities.
Charlesbank, pursuant to an agreement among Charlesbank, the President and
Fellows of Harvard College and certain individuals, has sole power to direct the
vote on the Common Shares of which Harvard is the beneficial owner. The Managing
Members of Charlesbank, all of whom are citizens of the United States of
America, and whose principal business address is located at 600 Atlantic Avenue,
Boston, MA 02210, are Mary Lou Boutuel, Michael R. Eisenson, Kim G. Davis,
William P. Douglas,
913320.2
CUSIP No. 004239 10 9 SCHEDULE 13D Page 19 of 27 Pages
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- -------------------------------------------- --------------------------------------------
Tim R. Palmer, Mark A. Rosen, Michael Thonis and Charles F. Wu. 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. The business of each of Yale, YURPSE,
Carnegie, Vanderbilt, TRW, Harvard and Stanford is to invest money for their
respective affiliate institutions. HHMI is engaged in philanthropic activities.
(d) None of the Reporting Persons has, during the last five years,
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) None of the Reporting Persons has, 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.
Item 3. Source and Amount of Funds or Other Consideration.
The source of funds for the purchases reported by each of the
Reporting Persons herein was working capital of each such Reporting Person.
Reference is made to the Original 13D and the Five Arrows 13D/A for a
description of the total amount of funds used by such parties to purchase the
Common Shares reported therein. The Units deemed to be beneficially held by Yale
and the Units and Common Shares deemed to be beneficially held by Dworman and
Bernstein (see Item 5 below) were received for certain interests in real
properties contributed to the Trust pursuant to the Transactions (as defined in
Item 4 below). See the Original 13D. The Options directly held by Dworman and
Bernstein (see Item 5 below) were granted to such persons pursuant to their
employment agreements with the Trust.
Item 4. Purpose of Transaction.
As described in the Original 13D, the purpose of the acquisition of
the Common Shares reported therein by the Reporting Persons was to acquire
control of the Trust and for investment. The Reporting Persons purchased the
16,061,238 Common Shares in connection with the consummation of certain
transactions contemplated by a Contribution and Share Purchase Agreement, dated
as of April 15, 1998, among the Trust, Mark Centers Limited Partnership and
certain entities affiliated with RD Capital, Inc. (the "Transactions"). The
Transactions were formally approved by the shareholders of the Trust on August
12, 1998, which is the same date as the closing of the Transactions (the
"Closing").
The purpose of the acquisition of the Common Shares reported therein
by Five Arrows was for investment purposes.
The Reporting Persons continue to own the Common Shares reported
herein for investment purposes.
Each of the Reporting Persons intends to review its holdings with
respect to the Trust on a continuing basis. Depending on each of the Reporting
Persons' evaluation of the Trust's business and prospects, and upon future
developments (including, but not limited to, market prices of the Common Shares
and availability and alternative uses of funds, as well as conditions in the
securities markets and general economic and industry conditions), each of the
Reporting Persons may acquire other securities of the Trust, sell all or a
portion of its Common Shares or other securities of the Trust, now owned or
hereafter acquired, provided, however, that each of Carnegie, Five Arrows,
Harvard, HHMI, Stanford, Vanderbilt, TRW, Yale, YURPSE and the General Partner
has agreed, pursuant to the agreement described in Exhibit 99.6 in Item 7 below,
that prior to December 28, 2000, they shall not sell, transfer, convey, assign,
pledge or hypothecate 17,061,238 of the Common Shares beneficially owned by such
Reporting Persons. See Item 6.
Other than as described above, each of the Reporting Persons has no
present plans or proposals which relate to, or would result in, any of the
matters enumerated in paragraphs (b) through (j), inclusive, of Item 4 of
Schedule 13D. Each of the Reporting Persons 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.
913320.2
CUSIP No. 004239 10 9 SCHEDULE 13D Page 20 of 27 Pages
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Item 5. Interest in Securities of the Issuer.
(a) As of the close of business on April 24, 2000, the Reporting
Persons owned, within the meaning of Rule 13d-3 under the Exchange Act, in the
aggregate, 22,274,974 Common Shares (includes and assumes the exercise in full
by certain Reporting Persons of 1,000,001 vested options to purchase an
equivalent number of Common Shares ("Options") and includes and assumes the
exchange in full by certain Reporting Persons of 4,171,203 units of limited
partnership interests in the Trust's majority owned subsidiary, Acadia Realty
Limited Partnership, a Delaware limited partnership of which the Company serves
as general partner, which units are immediately exchangeable into an equivalent
number of Common Shares ("Units")). The Reporting Persons beneficially own, in
the aggregate, approximately 73.2% of the Common Shares issued and outstanding
as of April 24, 2000. As of the close of business on April 24, 2000, (i) the RD
Funds owned, within the meaning of Rule 13d-3 under the Exchange Act, 0 Common
Shares or 0.0% of the issued and outstanding Common Shares; (ii) the General
Partner owned, within the meaning of Rule 13d-3 under the Exchange Act, 134,661
Common Shares (all of which are subject to the terms of the Lock-Up described in
Item 7 below) or 0.5% of the issued and outstanding Common Shares; (iii) Yale
owned, within the meaning of Rule 13d-3 under the Exchange Act, 6,138,492 Common
Shares (3,366,617 of which are subject to the terms of the Lock-Up described in
Item 7 below) or 21.9% of the issued and outstanding Common Shares (includes
2,771,876 Units beneficially held by Yale through its limited partnership RD
Properties L.P. V ("RDC"), the record holder of such Units, which Units must be
distributed to Yale upon its instruction to RDC to do so); (iv) YURPSE owned,
within the meaning of Rule 13d-3 under the Exchange Act, 403,994 Common Shares
(all of which are subject to the terms of the Lock-Up described in Item 7 below)
or 1.6% of the issued and outstanding Common Shares; (v) Carnegie owned, within
the meaning of Rule 13d-3 under the Exchange Act, 942,653 Common Shares (all of
which are subject to the terms of the Lock-Up described in Item 7 below) or 3.7%
of the issued and outstanding Common Shares; (vi) Vanderbilt owned, within the
meaning of Rule 13d-3 under the Exchange Act, 1,346,647 Common Shares (all of
which are subject to the terms of the Lock-Up described in Item 7 below) or 5.3%
of the issued and outstanding Common Shares; (vii) TRW owned, within the meaning
of Rule 13d-3 under the Exchange Act, 1,200,000 Common Shares (all of which are
subject to the terms of the Lock-Up described in Item 7 below) or 4.7% of the
issued and outstanding Common Shares; (viii) Harvard owned, within the meaning
of Rule 13d-3 under the Exchange Act, 2,000,000 Common Shares (all of which are
subject to the terms of the Lock-Up described in Item 7 below) or 7.9% of the
issued and outstanding Common Shares; (ix) Stanford owned, within the meaning of
Rule 13d-3 under the Exchange Act, 2,133,333 Common Shares (all of which are
subject to the terms of the Lock-Up described in Item 7 below) or 8.4% of the
issued and outstanding Common Shares; (x) HHMI owned, within the meaning of Rule
13d-3 under the Exchange Act, 2,266,667 Common Shares (all of which are subject
to the terms of the Lock-Up described in Item 7 below) or 9.0% of the issued and
outstanding Common Shares; (xi) Five Arrows owned, within the meaning of Rule
13d-3 under the Exchange Act, 3,266,667 Common Shares (all of which are subject
to the terms of the Lock-Up described in Item 7 below) or 12.9% of the issued
and outstanding Common Shares; (xii) Dworman owned, within the meaning of the
Exchange Act, 1,817,320 Common Shares (107,728 of which are subject to the terms
of the Lock-Up described in Item 7 below) or 6.9% of the issued and outstanding
Common Shares (includes 533,399 Units and 666,667 Options directly held by
Dworman in his individual capacity, 61,750 Units beneficially held by Dworman
through his equity interests in various limited partnerships which are the
record holders of such Units, 107,728 Common Shares deemed to be beneficially
owned by Dworman through his equity interest in the General Partner, the record
holder of such Common Shares, and 438,776 Units deemed to be beneficially held
by Dworman through his equity interests in various corporations, limited
liability companies and limited partnerships which are the record holder of such
Units); and (xiii) Bernstein owned, within the meaning of the Exchange Act,
759,201 Common Shares (26,933 of which are subject to the terms of the Lock-Up
described in Item 7 below) or 2.9% of the issued and outstanding Common Shares
(includes 261,691 Units and 333,334 Options directly held by Bernstein in his
individual capacity, 26,933 Common Shares deemed to be beneficially owned by
Bernstein through his equity interest in the General Partner, the record holder
of such Common Shares, and 103,711 Units deemed to be beneficially held by
Bernstein through his equity interests in various corporations, limited
liability companies and limited partnerships which are the record holders of
such Units). Rothschild, as sole managing member of Five Arrows, may be deemed
the beneficial owner of the 3,266,667 Common Shares held by Five Arrows.
Charlesbank, by virtue of its relationship with Harvard described under Item 2
(c) above, may be deemed to have beneficial ownership of the 2,000,000 Common
Shares beneficially owned by Harvard.
(b) See (a) above.
(c) On April 7, 2000, pursuant to the terms of the partnership
agreements of the RDC Funds described in Exhibits 99.3 through 99.5 in Item 7
below, the RDC Funds distributed the Common Shares of which they were the record
holders to the limited
913320.2
CUSIP No. 004239 10 9 SCHEDULE 13D Page 21 of 27 Pages
----------- ---- ----
- -------------------------------------------- --------------------------------------------
partners in the RDC Funds, in accordance with such limited partners'
limited partnership interests. Immediately after such distributions, the RDC
Funds ceased to be beneficial owners of any Common Shares.
(d) Not Applicable.
(e) On April 7, 2000, pursuant to the terms of the partnership
agreements of the RDC Funds set forth in Exhibits 99.3 through 99.5 in Item 7
below, the RDC Funds distributed the Common Shares of which they were the record
holders to the limited partners in the RDC Funds, in accordance with such
limited partners' limited partnership interests. Immediately after such
distributions, the RDC Funds ceased to be beneficial owners of any Common
Shares.
Item 6. Contracts, Arrangements, Understandings or Relationships with respect to
Securities of the Issuer.
Acadia Realty Trust, the General Partner, Yale, YURPSE, Carnegie,
Vanderbilt, TRW, Harvard, Stanford, HHMI and Five Arrows have agreed, pursuant
to the terms of the lock-up agreement set forth in Exhibit No. 99.6 in Item 7
below (the "Lock-Up"), to extend through December 28, 2000 the term of their
agreements described in Exhibits 99.3 through 99.5 in Item 7 below, to not sell,
transfer, convey, assign, pledge or hypothecate 17,061,238 of the Common Shares
beneficially owned by such Reporting Persons. Such Reporting Persons may be
considered a group with respect the terms of the Lock-Up.
Other than as described herein, 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.
Exhibit Number Description.
99.1 Joint Acquisition Statement, as required by
Rule 13d-1(f)1 of the Securities Act of 1934.(1)
99.2 Contribution and Share Purchase Agreement,
dated as of April 15, 1998, among the Trust,
Mark Centers Limited Partnership and certain
entities affiliated with RD Capital, Inc.(2)
99.3 Second Amended and Restated Agreement of
Limited Partnership of RD Properties, L.P. VI,
dated as of January 1, 1998 by and among RD
New York VI, LLC and the entities listed on
Schedule A thereto.(1)
99.4 Agreement of Limited Partnership of RD
Properties, L.P. VIA, by and among RD New
- ------------------------
1. Incorporated by reference to the statement on Schedule 13D previousy filed
by the Reporting Persons with the Securities and Exchange Commission on
September 16, 1998.
2. Incorporated by reference to the proxy materials of Mark Centers Trust on
Schedule 14A previously filed by Mark Centers Trust with the Securities
and Exchange Commission on July 10, 1998.
CUSIP No. 004239 10 9 SCHEDULE 13D Page 22 of 27 Pages
----------- ---- ----
- -------------------------------------------- --------------------------------------
York VI, LLC and certain other individuals and
entities, dated as of May 6, 1998.(1)
99.5 Agreement of Limited Partnership of RD
Properties, L.P. VIB by and between RD New
York VI, LLC and certain other individuals and
entities, dated as of May 6, 1998.(1)
99.6 Lock-Up Agreement by and among Acadia
Realty Trust and Carnegie Corporation
of New York, Five Arrows Realty Securities LLC,
Harvard Private Capital Realty, Inc., Howard
Hughes Medical Institute, The Board of Trustees
of the Leland Stanford Junior University, Yale
University Retirement Plan for Staff Employees
and RD New York VI, LLC, dated as of March 22, 2000.(3)
- ---------------
3. Filed herewith.
913320.2
CUSIP No. 004239 10 9 SCHEDULE 13D Page 22 of 27 Pages
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- -------------------------------------------- --------------------------------------------
SIGNATURE
After reasonable inquiry and to the best of its knowledge and
belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct and agrees that this statement may be
filed jointly with the other undersigned party.
Dated: May 23, 2000
RD Properties, L.P. VI
By: RD New York VI, LLC, its general partner
BY: /s/ Ross Dworman
---------------------------------
Name: Ross Dworman
Title: Managing Member
By: /s/ Kenneth F. Bernstein
--------------------------------
Name: Kenneth F. Bernstein
Title: Managing Member
RD Properties, L.P. VIA
By: RD New York VI, LLC, its general partner
By: /s/ Ross Dworman
--------------------------------
Name: Ross Dworman
Title: Managing Member
By: /s/ Kenneth F. Bernstein
-------------------------------
Name: Kenneth F. Bernstein
Title: Managing Member
913320.2
CUSIP No. 004239 10 9 SCHEDULE 13D Page 23 of 27 Pages
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- -------------------------------------------- -------------------------------------------
RD Properties, L.P. VIB
By: RD New York VI, LLC, its general partner
By: /s/ Ross Dworman
-----------------------------
Name: Ross Dworman
Title: Managing Member
By: /s/ Kenneth F. Bernstein
----------------------------
Name: Kenneth F. Bernstein
Title: Managing Member
RD New York VI, LLC
By: /s/ Ross Dworman
---------------------------------------------
Name: Ross Dworman
Title: Managing Member
By: /s/ Kenneth F. Bernstein
--------------------------------------------
Name: Kenneth F. Bernstein
Title: Managing Member
/s/ Ross Dworman
--------------------------------------------------
Ross Dworman
/s/ Kenneth F. Bernstein
--------------------------------------------------
Kenneth F. Bernstein
913320.2
CUSIP No. 004239 10 9 SCHEDULE 13D Page 24 of 27 Pages
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- -------------------------------------------- --------------------------------------------
Yale University, a Connecticut Corporation
By: /s/ Ross Dworman
--------------------------------------------
Ross Dworman(1)
Yale University Retirement Plan for Staff Employees
By: State Street Bank and Trust Co., as Trustee
By: /s/ Ross Dworman
--------------------------------------------
Ross Dworman(1)
Carnegie Corporation
By: /s/ Ross Dworman
--------------------------------------------
Ross Dworman(1)
The Vanderbilt University
913320.2
CUSIP No. 004239 10 9 SCHEDULE 13D Page 25 of 27 Pages
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TRW Master Trust
By: Boston Safe Deposit and Trust Company, solely
in its capacity as Trustee for the TRW Master
Trust (as directed by TRW Investment Management
Co.), and not in its individual capacity
By: /s/ Ross Dworman
-----------------------------------------
Ross Dworman(1)
Harvard Private Capital Realty, Inc.
By: /s/ Ross Dworman
-----------------------------------------
Ross Dworman(1)
Charlesbank Capital Partners, LLC
By: /s/ Ross Dworman
-----------------------------------------
Ross Dworman(1)
The Board of Trustees of the Leland Stanford Junior
University
913320.2
CUSIP No. 004239 10 9 SCHEDULE 13D Page 26 of 27 Pages
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Howard Hughes Medical Institute
By: /s/ Ross Dworman
-----------------------------------------
Ross Dworman(1)
Five Arrows Realty Securities L.L.C.
By: /s/ Ross Dworman
-----------------------------------------
Ross Dworman(1)
Rothschild Realty Investors II L.L.C.
By: /s/ Ross Dworman
-----------------------------------------
Ross Dworman(1)
913320.2
(1) Signing as authorized representative pursuant to
the Power of Attorney, dated September 15, 1998,
granted by each Reporting Person to Ross Dworman
and Kenneth F. Bernstein, incorporated by reference
to the statement on Schedule 13D previously filed
by the Reporting Persons with the Securities and
Exchange Commission on September 16, 1998.
LOCK-UP AGREEMENT
THIS LOCK-UP AGREEMENT (this "Agreement"), is made as of March 22,
2000 by and among Acadia Realty Trust (the "Company") and Carnegie Corporation
of New York, Five Arrows Realty Securities LLC, Harvard Private Capital Realty,
Inc., Howard Hughes Medical Institute, The Board of Trustees of the Leland
Stanford Junior University, The Vanderbilt University, TRW Master Trust, Yale
University, Yale University Retirement Plan for Staff Employees and RD New York
VI, LLC ("RDNY") (collectively, the "Shareholders").
BACKGROUND
The Shareholders hold the respective common shares of beneficial
interest of the Company (the "Shares") set forth opposite their name on Schedule
A (the "Lock-Up Shares").
The Shareholders have been partners in the following partnerships: RD
Properties, L.P. VI ("RDVI"), RD Properties, L.P. VIA ("RDVIA"), and RD
Properties, L.P. VIB ("RDVIB") (collectively, the "Partnerships").
The Partnerships and RDNY, together with other signatories, are
parties to a Registration and Lock-up Agreement dated August 12, 1998 which
contains provisions, among others, restricting the sale of the Lock-Up Shares
(other than those Shares acquired subsequent to August 12, 1998 (the
"Post-Closing Shares")) and providing for the registration of the Lock-Up Shares
(other than the Post-Closing Shares) (as such registration provisions are
amended on or before the date of this Agreement to extend the Company's
registration obligations to December 28, 2003 (i.e. the date which is 36 months
after the outside expiration date of the Lock-Up (defined below))) (the
"Registration Rights Agreement").
The Partnerships are governed by the following agreements
(collectively, the "Partnership Agreement(s)"): (1) RDVI: Second Amended and
Restated Agreement of Limited Partnership dated January 1, 1998; (2) RDVIA:
Agreement of Limited Partnership dated May 6, 1998 and (3) RDVIB: Agreement of
Limited Partnership dated May 6, 1998. Each of the Partnership Agreements
contains provisions restricting the sale of the Lock-Up Shares (other than the
Post-Closing Shares) which were in addition to the restrictions set forth in the
Registration Rights Agreement (such provisions, together with those contained in
the Registration Rights Agreement, are collectively referred to as the "Original
Lock-Up Provisions").
909269.5
The Original Lock-Up Provisions have expired or will shortly expire in
accordance with their terms.
On or prior to the date of this Agreement, the Partnerships have
distributed all Lock-Up Shares (other than the Post-Closing Shares which were
previously held by the applicable Shareholder) to the Shareholders in accordance
with the respective Partnership Agreements.
On or prior to the date of this Agreement, the Company has filed a
shelf registration statement in accordance with the Registration Rights
Agreements to permit the resale of the Lock-Up Shares (other than the
Post-Closing Shares) (the "Shelf Registration"). If the Shelf Registration has
not been declared effective by the Securities and Exchange Commission ("SEC")
within the time period set forth in this Agreement, the Lock-Up shall expire.
The Shareholders and the Company agree that it is in their mutual best
interests to be bound by a new lock-up on the terms set forth in this Agreement.
NOW THEREFORE, in consideration of the mutual agreements herein
contained and intending to be legally bound hereby, the parties hereto hereby
agree as follows:
1. Lock-Up Agreement. Subject to the terms of this Agreement, each
Shareholder agrees that it will not sell, assign, pledge or otherwise transfer
("Transfer") its Lock-Up Shares until December 28, 2000 (the "Lock-Up").
2. Permitted Transfers. The Lock-Up shall not apply to (i) a Transfer
of the Lock-Up Shares to a Permitted Transferee or (ii) a bona fide pledge of
the Lock-Up Shares (each a "Permitted Transfer"). For purposes of this
Agreement, the term "Permitted Transferee" means (i) any partner or other equity
owner of a Shareholder; (ii) any equity owner of any partner or other equity
owner of a Shareholder; (iii) members of the Immediate Family (as defined below)
of any equity owner of a Shareholder (or any equity thereof) and trusts for the
benefit of one or more members of the Immediate Family of a Shareholder (or any
equity owner thereof) created for estate and/or gift tax purposes and/or (iv)
any public charity, public foundation or charitable institution as defined in
Section 501(c)(3) of the Internal Revenue Code of 1986, as amended. For purposes
of this Agreement, the term "Immediate Family" means, with respect to any
natural person, such natural person's spouse, parents, parents-in-law,
descendants, nephews, nieces, brothers, sisters, brothers-in-law, sisters-in-law
and children-in-law. A Permitted Transfer shall not be deemed effective, and the
Company may issue stop transfer instructions to its transfer agent in connection
with a purported Transfer of the Lock-Up Shares, unless and until the transferor
shall give the Company written notice stating the name and address of the
transferee and identifying the securities which are being Transferred and the
Company shall have received the written
909269.5
2
agreement of the transferee to be bound by the terms of this Agreement as if an
original signatory hereto.
3. Release Events. Without the need for further documentation, if any
of the following events shall occur (x) the Lock-Up shall expire and (y) in the
case of clause (viii) only, this Agreement shall automatically terminate:
(i) both Ross Dworman and Kenneth F. Bernstein are not
executive officers of the Company and spending a substantial
portion of their time on the management of the Company;
(ii) a tender offer (other than a Company Tender Offer (defined
below)) is initiated for the Shares;
(iii) the Shares have been suspended from trading or have been
delisted;
(iv) either Ross Dworman or Kenneth F. Bernstein are the subject
of a governmental investigation required to be disclosed pursuant
to Item 401(f)(2) through (6) of Regulation S-K promulgated under
the Securities Act of 1933, as amended, or the occurrence
of a bankruptcy with respect to the Company;
(v) either Ross Dworman or Kenneth F. Bernstein is not a
member of the board of trustees of the Company;
(vi) either Ross Dworman or Kenneth F. Bernstein has, as a
result of a voluntary decision, ceased to be an executive officer
of the Company who spends a substantial portion of his time on the
management of the Company;
(vii) the Shelf Registration has not been declared effective
by the SEC on or before May 1, 2000; or
(viii) Shareholders holding a majority of the Lock-Up Shares
(excluding any Lock-Up Shares held by RDNY or any of its Permitted
Transferees) vote to terminate this Agreement; provided, however,
that neither RDNY nor any of its Permitted Transferees shall be
entitled to vote its Lock-Up Shares in connection
with such vote.
4. Company Tender Offer. The Shareholders agree not to tender their
Lock-Up Shares (or any other Shares they hold) to the Company (or its
affiliates) in connection
909269.5
3
with any tender offer by the Company (or its affiliates) for the Company's
Shares which commences at any time prior to December 28, 2000 (a "Company Tender
Offer").
5. Miscellaneous.
(a) Controlling Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York.
(b) Notices. All notices and other communications hereunder shall
be in writing and shall be sent by certified mail, postage prepaid,
return receipt requested; by an overnight express courier service that provides
written confirmation of delivery; or by facsimile with written confirmation by
the sending machine or with telephone confirmation of receipt, addressed as
follows:
(i) If to Company:
Acadia Realty Trust
805 Third Avenue
New York, NY 10022
Attention: President
With copy to:
Acadia Realty Trust
20 Soundview Marketplace
Port Washington, NY 11050-2221
Attention: General Counsel
(ii) If to a Shareholder, to the address
of such Shareholder appearing below
the Shareholder's signature on the
signature page hereof:
Any party may alter the address to which communications or copies are
to be sent by giving notice of such change of address in conformity with the
provisions of this paragraph for the giving of notice. Notices given hereunder
shall be deemed received upon actual receipt thereof or, in the case of notice
by mail, upon two days from the date notice is first deposited in the mail in
the manner provided above
(c) Binding Nature of Agreement. This Agreement shall be binding
upon and inure to the benefit of the Company and its
successors and assigns and shall be binding upon each Shareholder and his/its
heirs, administrators, successors and assigns.
909269.5
4
(d) Execution in Counterparts. This Agreement may be executed in
any number of counterparts, each of which shall be deemed to be an original as
against any party whose signature appears thereon, and all of which shall
together constitute one and the same instrument. This Agreement shall become
binding when one or more counterparts hereof, individually taken together, shall
bear the signatures of all of the parties reflected hereon as the signatories.
(e) Provisions Separable. The provisions of this Agreement are
independent of and separable from each other, and no provision shall be affected
or rendered invalid or unenforceable by virtue of the fact that for any reason
any other or others of them may be invalid or unenforceable in whole or in part.
(f) Entire Agreement; Amendments. This Agreement contains the entire
understanding among the parties hereto with respect to the subject matter
hereof, and supersedes all prior and contemporaneous agreements and
understandings, inducements or conditions, express or implied, oral or written,
except as herein contained. This Agreement may not be amended or terminated
other than with the consent of Shareholders holding a majority of the Lock-Up
Shares (excluding any Lock-Up Shares held by RDNY or any of its Permitted
Transferees); provided, however, that neither RDNY nor any of its Permitted
Transferees shall be entitled to vote its Lock-Up Shares in connection with such
vote.
(g) Section Headings. The section headings in this Agreement are for
convenience only; they form no part of this Agreement and shall not affect its
interpretation.
[Signature page follows]
909269.5
5
IN WITNESS WHEREOF, the parties executed and delivered this Agreement
on the date first above written.
ACADIA REALTY TRUST
By: /s/ Kenneth F. Bernstein
---------------------------------------
Name: Kenneth F. Bernstein
Title: President
CARNEGIE CORPORATION OF NEW YORK
By: /s/ D. Ellen Shuman
--------------------------------------
Name: D. Ellen Shuman
Title: Vice President and Chief
Investment Officer
437 Madison Avenue
New York, NY 10022
Attn: D. Ellen Shuman, Vice President and Chief
Investment Officer
FIVE ARROWS REALTY SECURITIES LLC
By: /s/ Matthew W. Kaplan
-------------------------------------
Name: Matthew W. Kaplan
Title: Managing Director
c/o Rothschild Realty Inc.
1251 Avenue of the Americas
New York, NY 10020
Attn: Matthew W. Kaplan, Sr. Vice President
909269.5
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HARVARD PRIVATE CAPITAL REALTY,
INC.
By: /s/ William P. Douglas
------------------------------------
Name: William P. Douglas
Title: Managing Director
600 Atlantic Avenue
Boston, Massachusetts 02210-2203
Attn: Andrew DiMatteo, Vice President
HOWARD HUGHES MEDICAL INSTITUTE
By: /s/ Mark A. Barnard
-----------------------------------
Name: Mark A. Barnard
Title: Director - Private Investments
4000 Jones Bridge Road
Chevy Chase, Maryland 20815-6789
Attn: Mark Barnard, Director - Private
Investments
THE BOARD OF TRUSTEES OF THE
LELAND STANFORD JUNIOR UNIVERSITY
By: /s/ Larry S. Owen
------------------------------------
Name: Larry S. Owen
Title: Director of Real Estate Investments
Stanford Management Company
2770 Sand Hill Road
Menlo Park, California 94025
Attn: Larry S. Owen, Director of Real Estate
Investments
909269.5
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THE VANDERBILT UNIVERSITY
By: /s/ William T. Spitz
-----------------------------------
Name: William T. Spitz
Title: Treasurer
Office of the Treasurer
2100 West End Avenue, Suite 900
Nashville, Tennessee 37240
Attn: William T. Spitz, Treasurer
TRW INVESTMENT MANAGEMENT
COMPANY
By: Boston Safe Deposit and Trust Company,
solely in its capacity as Trustee for the
TRW Master Trust (as directed by TRW
Investment Management Co.), and not in its
individual capacity
By: /s/ Carole Bruno
-----------------------------
Name: Carole Bruno
Title: Authorized Signatory
TRW Investment Management Company
1900 Richmond Road
Cleveland, Ohio 44124
Attn: Brian S. Schneider, Senior Portfolio
Manager
The decision to participate in the investment, any
representations made herein by the participant, and any
actions taken hereunder by the participant has/have
been made solely at the direction of the investment
fiduciary who has sole investment discretion with
respect to this investment.
909269.5
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YALE UNIVERSITY
By: /s/ David F. Swensen
-------------------------------------
Name: David F. Swensen
Title: Chief Investment Officer
Yale Investments Office
230 Prospect Street
New Haven, CT 06511
Attn: David Swensen, Chief Investment Officer
YALE UNIVERSITY RETIREMENT PLAN
FOR STAFF EMPLOYEES
By: /s/ David C. Crawford
------------------------------------
Name: David C. Crawford
Title: Senior Vice President
230 Prospect Street
New Haven, CT 06511
Attn: Alan Forman, Director of Investments
RD NEW YORK VI, LLC
By: /s/ Ross Dworman
------------------------------------
Name: Ross Dworman
Title: Member
20 Soundview Marketplace
Port Washington, NY 11050
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SCHEDULE A
Lock-Up Shares
Name Lock-Up Shares Held Percentage Held1
- ---- ------------------- ---------------
Carnegie Corporation of New York 942,653 5.5691
Five Arrows Realty Securities LLC 3,266,667 19.2991
Harvard Private Capital Realty, Inc. 2,000,000 11.8157
Howard Hughes Medical Institute 2,266,667 13.3912
The Board of Trustees of the Leland
Stanford Junior University 2,133,333 12.6035
The Vanderbilt University 1,346,647 7.9558
TRW Master Trust 1,200,000 7.0894
Yale University 3,366,616 19.8895
Yale University Retirement Plan for
Staff Employees 403,994 2.3867
RD New York VI, LLC 134,661 --
------- ---
TOTALS 17,061,238 100.0000%
========== =========
- --------
1 Percentages are calculated by excluding any Lock-Up Securities held by RDNY.
909269.5
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