UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
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
MARCH 31, 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 Sections 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 (7) SOLE VOTING POWER
SHARES
BENEFICIALLY 4,422,231
OWNED BY --------------------------------------------------------
EACH (8) SHARED VOTING POWER
REPORTING
PERSON 212,136
WITH --------------------------------------------------------
(9) SOLE DISPOSITIVE POWER
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)
16.9%
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(14) TYPE OF REPORTING PERSON
EP
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AMENDMENT NO. 3 TO SCHEDULE 13D
The statement on Schedule 13D (the "Statement") filed on September 25,
2002, as amended by Amendments No. 1 and No. 2 thereto filed on March 23, 2004
and March 26, 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. 3 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 amended by Amendment No. 1 and No. 2.
ITEM 4. PURPOSE OF TRANSACTION
The disclosure in Item 4 is hereby amended and supplemented by adding
the following:
"On March 31, 2004, the Underwriters acquired 3,999,528 Common Shares
from the Reporting Person (including 564,316 Common Shares subject to the
Over-allotment Option) and 191,858 Common Shares from YURPSE (including 27,070
Common Shares subject to the Over-allotment Option) at the Offering Price less
the Underwriting Discount, pursuant to the closing under the 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, 4,634,367 Common Shares. The Common Shares owned
by the Reporting Person constitute approximately 16.9% of the Common Shares
issued and outstanding (computed on the basis of 27,449,472 Common Shares issued
and outstanding, as reported in the Trust's Form 10-K for the year ended
December 31, 2003 filed with the Securities and Exchange Commission on March 15,
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 4,422,231 Common
Shares and shared power to direct the disposition of 212,136 Common Shares held
of record by YURPSE. YURPSE has shared power to direct the disposition of
212,136 Common Shares.
Page 3 of 5
The Reporting Person has sole power to vote 4,422,231 Common Shares and
shared power to direct the vote of 212,136 Common Shares held of record by
YURPSE. YURPSE has shared power to direct the vote of 212,136 Common Shares.
The Reporting Person disclaims beneficial ownership of the Common
Shares held by YURPSE."
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
The disclosure in the first paragraph of Item 6 is hereby amended and
restated to read in its entirety as follows:
"Pursuant to an agreement between the Reporting Person and the Trust
dated as of February 27, 2002 (the "Voting Trust Agreement"), the number of
Common Shares held by the Reporting Person in excess of 30% of all Common Shares
outstanding at any given time is required to be placed in a voting trust as to
which the Trust acts as voting trustee and has the exclusive right to vote such
Common Shares. As of this date, none of the Common Shares beneficially owned by
the Reporting Person are subject to the Voting Trust Agreement. The Voting Trust
Agreement will terminate at the time the Reporting Person's ownership of the
Common Shares is 5% or less of all Common Shares outstanding or when terminated
at the discretion of the Trust. The Trust is required to vote the Common Shares
that are subject to the Voting Trust Agreement in exact proportion to the actual
vote of all Common Shares voting."
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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: March 31, 2004
YALE UNIVERSITY
By: /s/ David F. Swensen
--------------------------------
Name: David F. Swensen
Title: Chief Investment Officer
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