UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
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 10, 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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NUMBER OF SHARES (7) SOLE VOTING POWER
3,468,006
BENEFICIALLY OWNED
BY EACH REPORTING ------------------------------------------------------------
(8) SHARED VOTING POWER
PERSON WITH 166,361
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(9) SOLE DISPOSITIVE POWER
3,468,006
------------------------------------------------------------
(10) SHARED DISPOSITIVE POWER
166,361
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,634,367
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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)
12.4%
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(14) TYPE OF REPORTING PERSON
EP
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Page 2 of 5
AMENDMENT NO. 5 TO SCHEDULE 13D
The statement on Schedule 13D (the "Statement") filed on September 25,
2002, as amended by Amendment Nos. 1, 2, 3 and 4 thereto filed on March 23,
2004, March 26, 2004, March 31, 2004 and November 9, 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. 5 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 10, 2004, the Underwriters acquired 954,225 Common Shares
from the Reporting Person and 45,775 Common Shares from YURPSE at the Offering
Price less the Underwriting Discount, pursuant to the closing under the November
Underwriting Agreement."
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, 3,634,367 Common Shares. The Common Shares owned
by the Reporting Person constitute approximately 12.4% of the Common Shares
issued and 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)."
The disclosure in Item 5(b) is hereby amended and restated to read in
its entirety as follows:
"(b) The Reporting Person has sole power to dispose of 3,468,006 Common
Shares and shared power to direct the disposition of 166,361 Common Shares held
of record by YURPSE. YURPSE has shared power to direct the disposition of
166,361 Common Shares.
Page 3 of 5
The Reporting Person has sole power to vote 3,468,006 Common Shares and
shared power to direct the vote of 166,361 Common Shares held of record by
YURPSE. YURPSE has shared power to direct the vote of 166,361 Common Shares.
The Reporting Person disclaims beneficial ownership of the Common
Shares held by YURPSE."
Page 4 of 5
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 10, 2004
YALE UNIVERSITY
By: /s/ David F. Swensen
------------------------------------
Name: David F. Swensen
Title: Chief Investment Officer
Page 5 of 5