UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
ACADIA REALTY TRUST
(Name of Issuer)
Common Shares of Beneficial Interest, $.001 par value
(Title of Class of Securities)
004239 10 9
(CUSIP Number of Class of Securities)
Kenneth Miller, Esq.
Yale University
55 Whitney Avenue
New Haven, CT 06510-1300
(203) 432-0120
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
Copy to:
Michael W. Blair, Esq.
Debevoise & Plimpton
919 Third Avenue
New York, NY 10022
(212) 909-6000
November 4, 2004
(Date of Event which Requires Filing Statement on Schedule 13D)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [X].
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.
* 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 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).
(Continued on following pages)
Schedule 13D
CUSIP No. 004239 10 9
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(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Yale University
I.R.S. Identification No. 06-0646973-N
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(2) Check the Appropriate Box if a Member of a Group (a) |_|
(b) |_|
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(3) SEC Use Only
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(4) Source of Funds
WC
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(5) Check 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
Connecticut
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7. SOLE VOTING POWER
NUMBER OF 4,422,231
SHARES ----------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 212,136
EACH ----------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH 4,422,231
----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
212,136
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
4,634,367
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
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(13) Percent of Class Represented by Amount in Row (11)
15.8%
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(14) Type of Reporting Person
EP
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Page 2 of 7
Amendment No. 4 to Schedule 13D
The statement on Schedule 13D (the "Statement") filed on September 25,
2002, as amended by Amendment Nos. 1, 2 and 3 thereto filed on March 23, 2004,
March 26, 2004 and March 31, 2004, respectively, relating to the common shares
of beneficial interest, par value $.001 per share (the "Common Shares") of
Acadia Realty Trust, a Maryland real estate investment trust (the "Trust"), is
hereby amended and supplemented as set forth below in this Amendment No. 4 to
the Statement by Yale University, a Connecticut corporation (the "Reporting
Person"). Capitalized terms used below and not otherwise defined herein shall
have the meaning set forth in the Statement, as so amended.
Item 4. Purpose of Transaction
The disclosure in Item 4 is hereby amended and supplemented by adding the
following:
"On November 4, 2004, the Reporting Person, YURPSE and Kenneth F. Bernstein
("Bernstein", and together with the Reporting Person and YURPSE, the "November
Selling Stockholders"), the Trust and Acadia Realty Limited Partnership and
Citigroup Global Markets Inc., as representative of the several underwriters
(the "Underwriters") entered into an underwriting agreement (the "November
Underwriting Agreement") in connection with the planned disposition by the
November Selling Shareholders' and Trust's planned disposition (the "November
Offering") of up to 3,000,000 Common Shares pursuant to an effective
registration statement on file with the Securities and Exchange Commission
(including up to 450,000 Common Shares subject to the Underwriters'
overallotment option (the "Over-allotment Option")). Pursuant to the November
Underwriting Agreement, the Underwriters will acquire 954,225 Common Shares held
by the Reporting Person and 45,775 Common Shares held by YURPSE at a price of
$15.35 per share (the "Offering Price"), less underwriters discounts and
commissions of $0.27 per share (the "Underwriting Discount") in connection with
the public resale of the Common Shares. In addition, the Underwriters have a
Over-allotment Option to purchase up to 143,134 Common Shares held by the
Reporting Person and 6,866 Common Shares held by YURPSE within 30 days of the
date of the November Underwriting Agreement, at the Offering Price less the
Underwriting Discount."
Item 5. Interest in Securities of the Issuer
The disclosure in Item 5(a) is hereby amended and restated to read in its
entirety as follows:
"(a) The Reporting Person beneficially owns, within the meaning of Rule
13d-3 under the Exchange Act, 4,634,367 Common Shares. The Common Shares owned
by the Reporting Person constitute approximately 15.8% of the Common Shares
issued and
Page 3 of 7
outstanding (computed on the basis of 29,299,224 Common Shares issued and
outstanding, as reported in the Trust's Prospectus Supplement, dated November 4,
2004, to the Prospectus dated March 29, 2000, Prospectus dated May 14, 2003 and
Prospectus dated March 19, 2004 filed with the Securities and Exchange
Commission on November 8, 2004)."
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
The disclosure in the last three paragraphs of Item 6 are hereby amended
and restated to read in their entirety as follows:
"Pursuant to custody agreements between each of the Reporting Person and
YURPSE and the Trust, as custodian, dated as of November 4, 2004 (the "Custody
Agreements"), 1,097,359 Common Shares beneficially owned by the Reporting Person
and 52,641 Common Shares beneficially owned by YURPSE were deposited or deemed
to be deposited with the Trust for the benefit of the Underwriters in connection
with the November Underwriting Agreement. The Reporting Person and YURPSE remain
the owners of such Common Shares (subject to the interests of the Underwriters
under the November Underwriting Agreement and the Custody Agreements) and have
the right to vote and to receive all dividends and distributions with respect to
such Common Shares until payment in full for the Common Shares has been made by
the Underwriters according to the terms of the November Underwriting Agreement.
The Trust becomes obligated to return the certificates deposited with the Trust
under the Custody Agreements if the November Underwriting Agreement is not fully
executed and delivered, if the November Underwriting Agreement is terminated, or
if the Common Shares to be sold by each of the Reporting Person and YURPSE
pursuant to the November Underwriting Agreement are not purchased and paid for
by the Underwriters on or before November 15, 2004.
Pursuant to lock-up agreements entered into by each of the Reporting Person
and YURPSE and the Underwriters, dated as of November 4, 2004 (the "Lock-up
Agreements"), the Reporting Person and YURPSE agree that they will not, without
the prior written consent of the Underwriters, dispose of any of their Common
Shares, options or warrants to acquire Common Shares, or securities exchangeable
or exercisable for or convertible into Common Shares currently or hereafter
owned either of record or beneficially by them, or publicly announce an
intention to do any of the foregoing, for a period of ninety (90) days after the
date of the prospectus relating to the November Offering. The Reporting Person
and YURPSE also agree to the entry, by the Trust, of stop transfer instructions,
which shall remain in effect during this period, with the Trust's transfer agent
and registrar. The Lock-up Agreements become effective upon the execution of the
November Underwriting Agreement and terminate if for any reason the November
Underwriting Agreement is terminated prior to the Closing thereunder.
Other than the Voting Trust Agreement, the November Underwriting Agreement
the Custody Agreements and the Lock-up Agreements, there are no contracts,
understandings or relationships (legal or otherwise) among the persons named in
Item 2
Page 4 of 7
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
The disclosure in Item 7 is hereby supplemented by adding the following in
appropriate numerical order:
6. Underwriting Agreement, dated as of November 4, 2004, by and between
Acadia Realty Trust, Acadia Realty Limited Partnership, Yale University, The
Yale University Retirement Plan for Staff Employees and Kenneth F. Bernstein and
Citigroup Global Markets Inc. as representative of the several underwriters
(incorporated by reference to Exhibit 1.1 to the Trust's Current Report of Form
8-K filed on November 8, 2004).
7. Custody Agreement Re: Sale of Common Shares of Acadia Realty Trust,
dated as of November 4, 2004, between Acadia Realty Trust, as custodian, and
Yale University.
8. Custody Agreement Re: Sale of Common Shares of Acadia Realty Trust,
dated as of November 4, between Acadia Realty Trust, as custodian, and The Yale
University Retirement Plan for Staff Employees.
9. Lock-up Agreement, dated as of November 4, 2004, granted by Yale
University to Citigroup Global Markets, Inc., as representative of the several
underwriters.
10. Lock-up Agreement, dated as of November 4, 2004, granted by The Yale
University Retirement Plan for Staff Employees to Citigroup Global Markets,
Inc., as representative of the several underwriters.
Page 5 of 7
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.
Dated: November 4, 2004
YALE UNIVERSITY
By: /s/ David F. Swensen
-------------------------------
Name: David F. Swensen
Title: Chief Investment Officer
Page 6 of 7
Exhibit Index
6. Underwriting Agreement, dated as of November 4, 2004, by and between
Acadia Realty Trust, Acadia Realty Limited Partnership, Yale University, The
Yale University Retirement Plan for Staff Employees and Kenneth F. Bernstein and
Citigroup Global Markets Inc. as representative of the several underwriters
(incorporated by reference to Exhibit 1.1 to the Trust's Current Report of Form
8-K filed on November 8, 2004).
7. Custody Agreement Re: Sale of Common Shares of Acadia Realty Trust,
dated as of November 4, 2004, between Acadia Realty Trust, as custodian, and
Yale University.
8. Custody Agreement Re: Sale of Common Shares of Acadia Realty Trust,
dated as of November 4, 2004, between Acadia Realty Trust, as custodian, and The
Yale University Retirement Plan for Staff Employees.
9. Lock-up Agreement, dated as of November 4, 2004, granted by Yale
University to Citigroup Global Markets, Inc., as representative of the several
underwriters.
10. Lock-up Agreement, dated as of November 4, 2004, granted by The Yale
University Retirement Plan for Staff Employees to Citigroup Global Markets,
Inc., as representative of the several underwriters.