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 [ ].
<PAGE
13D
CUSIP No. 004239 10 9 Pages 2 of 10 Pages
_____________________________________________________________________________
(1) NAME OF REPORTING PERSON Five Arrows Realty Securities L.L.C.
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON (ENTITIES ONLY)
_____________________________________________________________________________
(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 ITEM 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER -0-
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER 3,266,667 (fn1)
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER -0-
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER 3,266,667 (fn1)
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 12.8% (fn1)
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON
OO
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
fn(1) Includes 2,266,667 shares (representing 8.9% of the outstanding shares
of Common Stock) that are reported in the statement on Schedule 13D, filed on
September 15, 1998, of RD Properties, L.P. VI, RD Properties, L.P. VIA, RD
Properties VIB (the "Partnership"), RD New York VI, LLC, Yale University, Yale
University Retirement Plan for Staff Employees, Carnegie Corporation, the
Vanderbilt University, TRW Master Trust, Harvard Private Capital Realty, Inc.,
Charlesbank Capital Partners, LLC, the Board of Trustees of the Leland
Stanford Junior University, Howard Hughes Medical Institute, Five Arrows
Realty Securities L.L.C., Rothschild Realty Investors II L.L.C., Ross Dworman
and Kenneth F. Bernstein (the "Group Schedule 13D").
<PAGE
13D
CUSIP No. 004239 10 9 Pages 3 of 10 Pages
_____________________________________________________________________________
(1) NAME OF REPORTING PERSON Rothschild Realty Investors II L.L.C.
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON (ENTITIES ONLY)
_____________________________________________________________________________
(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 ITEM 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER -0-
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER 3,266,667 (fn1)
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER -0-
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER 3,266,667 (fn1)
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 12.8% (fn1)
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON
OO
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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.
<PAGE
Item 3. Source and Amount of Funds or Other Consideration
The source of funds for the purchases reported by Five Arrows herein
was Five Arrow's capital. The total amount of funds used by Five Arrows to
purchase the 1,000,000 shares of Commons Stock reported herein was
$5,347,259.83.
Item 4. Purpose of Transaction
The purpose of the acquisition of the shares of Common Stock by Five
Arrows reported herein is for investment. The purchase of the shares of
Common Stock reported herein was effected on the New York Stock Exchange.
Five Arrows intends to review its holdings with respect to the Trust
on a continuing basis. Depending on Five Arrows' evaluation of the Trust's
business and prospects, and upon future developments (including, but not
limited to, market prices of the shares of Common Stock and availability and
alternative uses of funds; as well as conditions in the securities markets and
general economic and industry conditions), Five Arrows may acquire other
securities of the Trust; sell all or a portion of its shares of Common Stock
or other securities of the Trust, now owned or hereafter acquired. Any such
acquisition of additional securities of the Trust or disposition of the shares
of Common Stock reported herein are not subject to the transfer restrictions
or other agreements to which the shares of Common Stock beneficially owned by
Five Arrows reported in the Group Schedule 13D are subject.
Other than as described above, Five Arrows 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. Five
Arrows 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.
<PAGE
Item 5. Interest in Securities of the Issuer
(a) As of the close of business on April 20, 1999, Five Arrows
owned, within the meaning of Rule 13d-3 under the Exchange Act, 3,266,667
shares of Common Stock of which 2,266,667 shares are reported in the Group
Schedule 13D and 1,000,000 shares are reported herein. Five Arrows
beneficially owns 12.8% of the issued and outstanding shares of Common Stock
(based on 25,419,215 shares of Common Stock outstanding as of May 14, 1999, as
reported in the Company's Form 10-Q for the quarterly period ended
March 31, 1999) of which 8.9% is reported in the Group Schedule 13D and 3.9%
is reported herein. Rothschild, as sole managing member of Five Arrows, may
be deemed the beneficial owner of the 3,266,667 shares of Common Stock held by
Five Arrows.
(b) Five Arrows has the sole power to vote and dispose of the
shares of Common Stock owned by it reported herein, which power may be
exercised by Rothschild.
(c) As reported in the Group 13D, 16,061,238 shares of Common Stock
were purchased pursuant to the 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. including the
Partnership. As a result of such transaction, Five Arrows acquired 2,266,667
shares of Common Stock. In consideration for the 2,266,667 shares of Common
Stock, Five Arrows paid $7.50 per share for a total of $17,000,002.50.
On September 3, 1998, Five Arrows, in open market purchases,
purchased 136,000 shares of Common Stock (representing 0.5% of the shares of
Common Stock outstanding)at a per share price of $5.50 for a total of
$748,000.
On September 4, 1998, Five Arrows, in open market purchases,
purchased 105,700 shares of Common Stock (representing 0.4% of the shares of
Common Stock outstanding) at a per share price of $5.744 for a total of
$607,104.80.
On September 8, 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 per share price of $5.875 for a total of
$293,750.
On September 9, 1998, Five Arrows, in open market purchases,
purchased 5,000 shares of Common Stock at a per share price of $5.625 for a
total of $28,125.
On September 10, 1998, Five Arrows, in open market purchases,
purchased 93,300 shares of Common Stock (representing 0.3% of the shares of
Common Stock outstanding) at a per share price of $5.417 for a total of
$505,443.42.
<PAGE>
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.
<PAGE>
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.
<PAGE
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.
SIGNATURE
After reasonable inquiry and to the best of their knowledge and
belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
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
<PAGE>
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
