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. 3)
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 7, 2000
(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>
This Amendment No. 3 (the "Amendment") amends the statement on
Schedule 13D ("Schedule 13D") filed by Five Arrows Realty Securities L.L.C., a
Delaware limited liability company, ("Five Arrows"), and Rothschild Realty
Investors II L.L.C., a Delaware limited liability company and the sole
Managing Member of Five Arrows ("Rothschild") September 15,1998 and as amended
by Amendment No. 1 on May 21, 1999 and Amendment No. 2 on May 24, 1999, 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.
Except as specifically provided herein, this Amendment does not modify any of
the information previously reported on Schedule 13D.
Item 6 is hereby amended and restated as follows:
ITEM 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer
As reported in Amendment No. 3 to the Group Schedule 13D, the limited
partnership through which Five Arrows beneficially owned 2,266,667 shares of
Common Stock, distributed such shares to Five Arrows on April 7, 2000. Five
Arrows entered into the Lock-Up Agreement set forth in Exhibit 99.2 in Item 7
below (and incorporated by reference into this Item 6 in its entirety) by and
among Acadia Realty Trust, Carnegie Corporation of New York, Five Arrows,
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, dated as of March 22, 2000 (the
"Lock-Up Agreement"), pursuant to which the parties thereto agreed to extend
their agreement not to sell, transfer, convey, assign, pledge or hypothecate
any shares of Common Stock beneficially owned by them. Five Arrows agreed to
make all 3,266,667 shares of Common Stock owned by it subject to the Lock-Up
Agreement.
<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.
99.2 Lock-Up Agreement by and among Acadia
Realty Trust and Carnegie Corporation
of New York, Five Arrows Realty
Securities L.L.C., 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, dated
March 22, 2000
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 26, 2000
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(f)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 20, 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
EXHIBIT 99.2
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").
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.
<PAGE>
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 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;
<PAGE>
(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 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:
<PAGE>
(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.
(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
<PAGE>
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]
<PAGE>
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
<PAGE>
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 of 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
<PAGE>
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.
<PAGE>
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
<PAGE>
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.
