SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): January 28, 2004
ACADIA REALTY TRUST
(Exact name of registrant as specified in its charter)
Maryland 1-12002 23-2715194
(State or other (Commission (I.R.S. Employer
jurisdiction of incorporation) File Number) Identification No.)
1311 Mamaroneck Avenue, Suite 260
White Plains, New York 10605
(Address of principal executive offices) (Zip Code)
(914) 288-8100
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
ITEM 5. Other Events
On January 28, 2004, the Registrant issued a press release announcing the
formation of a joint venture (the "Venture") with Klaff Realty, L.P. ("Klaff")
and Klaff's long time capital partner Lubert-Adler Management, Inc.
("Lubert-Adler") for the purpose of making investments in surplus or
underutilized properties owned by retailers. The initial size of the Venture is
expected to be approximately $300 million in equity based on anticipated
investments of approximately $1 billion. The Venture is currently exploring
investment opportunities, but has not yet made any commitments. Each participant
in the Venture has the right to opt out of any potential investment. The
Registrant and its current acquisition fund, Acadia Strategic Opportunity Fund,
as well as possible subsequent joint venture funds sponsored by the Registrant,
anticipate investing 20% of the equity of the Venture.
The Registrant has also acquired Klaff's rights to provide asset management,
leasing, disposition, development and construction services for an existing
portfolio of retail properties and/or leasehold interests comprised of
approximately 10 million square feet of retail space located throughout the
United States (the "Properties"). The acquisition involves only Klaff's rights
associated with operating the Properties and does not include equity interests
in assets owned by Klaff or Lubert-Adler. Registrant caused its operating
partnership subsidiary to issue to Klaff $4 million of Convertible Preferred
Operating Partnership Units ("Preferred OP Units"). The Preferred OP Units,
which have a stated value of $1,000 each, are entitled to a quarterly preferred
distribution of the greater of (i) $13.00 (5.2% annually) per Preferred OP Unit
or (ii) the quarterly distribution attributable to a Preferred OP Unit if such
unit were converted into Common Operating Partnership Units ("Common OP Units").
The Preferred OP Units are convertible into Common OP Units based on the stated
value of $1,000 divided by $12.82 at any time. Additionally, the holder of the
Preferred OP Units may redeem them at par for either cash or Common OP Units (at
the Registrant's option) after the earlier of the third anniversary of their
issuance or the occurrence of certain events (a change of control event).
Finally, after the fifth anniversary of the issuance, the Registrant may redeem
the Preferred OP Units and convert them into Common OP Units at market value as
of the redemption date.
A copy of the press release dated January 28, 2004 is attached hereto as exhibit
99.1.
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
99.1 Press release dated January 28, 2004
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ACADIA REALTY TRUST
(Registrant)
Date: January 28, 2004 By: /s/ Michael Nelsen
Name: Michael Nelsen
Title: Sr. Vice President and
Chief Financial Officer
2