UNITED STATES
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): November 4, 2004
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Acadia Realty Trust
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(Exact name of registrant as specified in its charter)
Maryland 1-12002 23-2715194
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
1311 Mamaroneck Avenue, Suite 260
White Plains, New York 10605
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(Address of principal executive offices) Zip Code)
(914) 288-8100
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(Registrant's Telephone Number, including area code)
Not applicable
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 8.01. Other Events.
On November 4, 2004, the Registrant entered into an Underwriting
Agreement, dated as of November 4, 2004 (the "Underwriting Agreement"), with
Citigroup Global Markets Inc. (the "Underwriter"), Yale University, The Yale
University Retirement Plan for Staff Employees and Kenneth F. Bernstein, with
respect to the offering of an aggregate of 3,000,000 shares of the Registrant's
common shares of beneficial interest, par value $0.001 per share ("Common
Shares") by the Registrant (1,890,000 Common Shares), Yale University (954,225
Common Shares), The Yale University Retirement Plan for Staff Employees (45,775
Common Shares) and Kenneth F. Bernstein (110,000 Common Shares) (the
"Offering"), and up to an additional 450,000 Common Shares which may be issued
and sold pursuant to the Underwriter's over-allotment option, pursuant to
effective registration statements and supplemented by a prospectus supplement
dated November 4, 2004. The Underwriting Agreement is attached as Exhibit 1.1
hereto and is incorporated herein by reference.
On November 4, 2004, the Registrant issued a press release announcing
the Offering (the "Press Release"). A copy of the Press Release is attached as
Exhibit 99.1 hereto and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
Exhibit No. Description
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1.1 Underwriting Agreement, dated November 4, 2004.
99.1 Press Release
SIGNATURE
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.
By: ACADIA REALTY TRUST
Date: November 8, 2004
By: /s/ Mike Nelsen
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Name: Mike Nelsen
Title: Senior Vice President and Chief
Financial Officer
EXHIBIT INDEX
Exhibit No. Description
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1.1 Underwriting Agreement, dated November 4, 2004.
99.1 Press Release