form8k.htm
SECURITIES
UNITED STATES 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
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Date
of Report (Date of earliest event reported)
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March
31, 2009
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AMERICAN
COMMUNITY PROPERTIES TRUST
(Exact
name of registrant as specified in its charter)
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MARYLAND
(State
or other jurisdiction
of
incorporation)
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1-14369
(Commission
File
Number)
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52-2058165
(I.R.S.
Employer
Identification
No.)
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222
Smallwood Village Center
St.
Charles, Maryland 20602
(Address
of principal executive offices)(Zip Code)
(301)
843-8600
(Registrant's
telephone number, including area code)
Not
Applicable
(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:
[ ]
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))
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Item 1.01
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Entry
into a Material Definitive
Agreement
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On March
31, 2009, American Community Properties Trust (“ACPT” or the “Company) entered
into an Agreement of Purchase and Sale of Limited Partnership Interests (the
“Purchase Agreement”) with Partners Business Equities, LLC (“PBE”) and its
associates, to purchase all of the general
and limited partnership interests in Interstate General Properties
Limited Partnership, S.E (“IGP”), a wholly owned subsidiary of the Company, for
$14,300,000. PBE is a related party that has been formed by members
of the management team of IGP. IGP owns the general partner interests
in nine partnerships, which collectively own and operate a total of 12
multifamily rental facilities in Puerto Rico and a limited partner interest in
two of these partnerships. The sale is subject to customary closing
conditions and required consents and approvals, including approvals from the
U.S. Department of Housing of Urban Development, the existing lenders on the
properties, and the limited partners in the partnerships. The Company
expects to close the sale during the third quarter of 2009.
The
foregoing summary does not purport to be complete and is qualified in its
entirety by reference to the Purchase Agreement.
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Item
7.01
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Regulation
FD Disclosure
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On April
6, 2009, we issued a press release announcing that we entered into the Purchase
Agreement with PBE. A copy of the release is furnished as Exhibit
99.1 to this current report on Form 8-K.
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Item
9.01
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Financial
Statements and Exhibits.
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The
exhibits listed below are filed herewith. The Purchase Agreement
included as an exhibit is included only to provide information to investors
regarding its terms. The Purchase Agreement contains representations,
warranties and other provisions that were made, among other things, to provide
the parties thereto with specified rights and obligations and to allocate risk
among them, and such agreement should not be relied upon as constituting or
providing any factual disclosures about the Company, any other persons, any
state of affairs or other matters.
SIGNATURES
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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AMERICAN COMMUNITY PROPERTIES
TRUST
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(Registrant)
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Dated: April
6, 2009
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By: /s/ Matthew M. Martin
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Matthew
M. Martin
Chief
Financial Officer
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