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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED
BY RULE 14a-6(e)(2))
[_] Definitive Proxy Statement
[X] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
INTERSTATE GENERAL COMPANY L.P.
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(Name of Registrant as Specified in Its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[X] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
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NOTICE TO UNITHOLDERS
PROXY STATEMENT/PROSPECTUS
SUPPLEMENT
TO PROXY STATEMENT/PROSPECTUS
DATED AUGUST 10, 1998
(REGISTRATION NO. 333-58835)
FILED UNDER RULE 424(b)(3)
AND RULE 14a=6(b)
DISTRIBUTION OF UP TO 5,250,000 COMMON SHARES
OF
AMERICAN COMMUNITY PROPERTIES TRUST
TO THE
UNITHOLDERS OF INTERSTATE GENERAL COMPANY L.P.
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SUPPLEMENT DATED AUGUST 17, 1998
TO
PROXY STATEMENT/PROSPECTUS DATED AUGUST 10, 1998
The record date for the Distribution has been set for September 1, 1998.
All references to "Record Date" on page 47 of the Proxy Statement/Prospectus
dated August 10, 1998 refer to the record date for the Distribution and not to
the record date for the Special Meeting of Unitholders. The Distribution will
be made on September 11, 1998 to Unitholders of record on the record date on the
basis of one ACPT Common Share for every two IGC Units outstanding on that date;
provided that the Distribution shall have been approved by the IGC Unitholders
at the Special Meeting on August 31, 1998 and other conditions described in the
proxy statement have been satisfied.
Assuming the Distribution occurs on September 11, 1998, on September 25,
1998 IGC will implement a one-for-five reverse Unit split with respect to the
IGC Units (the "Reverse Split"). As soon as practicable after the date of the
Reverse Split, IGC or its agent will mail transmittal instructions (the
"Instructions") to each IGC Unitholder of record on such date advising such
holder of the procedure for exchanging certificates representing IGC Units prior
to the Reverse Split ("Old Units") for certificates representing the applicable
number of IGC Units following the Reverse Split ("New Units"). No certificates
or scrip representing fractional New Units will be issued as a result of the
Reverse Split. Each recordholder of Old Units who otherwise would be entitled
to receive fractional New Units as a result of the Reverse Split will, upon
surrendering its certificate(s) representing Old Units in accordance with the
Instructions, receive cash in an amount equal to the applicable portion of the
market value of a New Unit based on the closing price of New Units on the
American Stock Exchange as of the date of the Reverse Split.
U.S. Department of Housing and Urban Development ("HUD") and Maryland
State Community Development Administration ("CDA") regulations do not require
regulatory approval of the admission of American Housing as a general partner of
the U.S. Apartment Partnerships or the transfer by IGC or IGP of beneficial
ownership of interests in the U.S. Apartment Partnerships. These transactions
will be completed prior to the Distribution. Approval of the withdrawal of IGC
or IGP as a Managing Partner and transfer of legal title of IGC's and IGP's
interest in 6 U.S. Apartment Partnerships is pending with HUD and 1 is pending
with CDA. IGC Management expects to receive such approvals prior to
September 30, 1998. IGC or IGP will remain a general partner of the
7 Partnerships until that date at which time each will withdraw. The
Distribution may occur prior to the date HUD and CDA approval of IGC's and
IGP's withdrawal is obtained.
