form8k12302009.htm
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): December 30, 2009
American
Community Properties Trust
(Exact
Name of Registrant as Specified in Charter)
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Maryland
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1-14369
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52-2058165
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(State
or Other Jurisdiction
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(Commission
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(IRS
Employer
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of
Incorporation)
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File
Number)
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Identification
No.)
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222
Smallwood Village Center
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St.
Charles, Maryland
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20602
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (301) 843-8600
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N/A
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(Former
Name or Former Address, if Changed Since Last
Report)
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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:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Introductory
Note
On December 30, 2009, pursuant to the
previously disclosed Agreement and Plan of Merger (the “Merger Agreement”),
dated as of September 25, 2009, by and among FCP Fund I, L.P. (“Parent”),
FCP/ACPT Acquisition Company, Inc., a wholly-owned subsidiary of Parent (“Merger
Sub”), and American Community Properties Trust (“ACPT”), Merger Sub was merged
with and into ACPT (the “Merger”), with ACPT surviving after the Merger as a
wholly-owned subsidiary of Parent.
Item
3.01. Notice of Delisting or Failure to Satisfy a Continued Listing
Rule or Standard; Transfer of Listing.
In connection with the completion of
the Merger, on December 30, 2009, ACPT notified the New York Stock Exchange AMEX
(the “AMEX”) that each of ACPT’s common shares of beneficial interest, par value
$0.01 per share (the “Common Shares”) has been converted into the right to
receive $7.75 per share in cash, without interest, and requested that the AMEX
file with the Securities and Exchange Commission (“SEC”) a Notification of
Removal from Listing and/or Registration under Section 12(b) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), on Form 25 to delist the
Common Shares from the AMEX and deregister the Common Shares under Section 12(b)
of the Exchange Act.
ACPT also intends to file with the SEC
a Certification and Notice of Termination and Suspension on Form 15, requesting
that the Common Shares be deregistered under Section 12(g) of the Exchange Act
and suspending ACPT’s duty to file reports under Sections 13 and 15(d) of the
Exchange Act.
Item
3.03. Material Modification to Rights of Security
Holders.
Pursuant to the Merger Agreement, at
the Effective Time (as such term is defined in Item 5.01 below) of the Merger,
each Common Share issued and outstanding immediately prior to the Effective Time
of the Merger was converted into the right to receive $7.75 per share in cash,
without interest.
Item
5.01. Changes in Control of Registrant.
On December 30, 2009, pursuant to the
terms of the Merger Agreement, Parent consummated the acquisition of ACPT
through the merger of Merger Sub with and into ACPT. As a result of
the Merger, ACPT became a wholly-owned subsidiary of Parent. Pursuant
to the terms of the Merger Agreement, the Merger became effective upon the
acceptance for record by the State Department of Assessments and Taxation of
Maryland of the Articles of Merger (the “Effective Time”) on December 30,
2009. At the Effective Time each Common Share issued and outstanding
immediately prior to the Effective Time was converted into the right to receive
$7.75 in cash, without interest. The aggregate purchase price paid
for all of the equity securities of ACPT was approximately $43.6
million.
The description of the Merger Agreement
herein is qualified in its entirety by reference to the Merger Agreement, a copy
of which was filed as Exhibit 2.1 to ACPT’s
Current Report on Form 8-K filed with the SEC on September 28, 2009, and is
incorporated herein by reference.
Item
5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Pursuant to the terms of the Merger
Agreement, at the Effective Time of the Merger, Thomas J. Shafer, J. Michael
Wilson, Stephen K. Griessel, Michael Williamson, Thomas E. Green, Antonio
Ginorio and Donald J. Halldin voluntarily resigned as trustees of ACPT as of the
Effective Time.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits.
2.1 Agreement
and Plan of Merger, dated as of September 25, 2009, by and among Parent, Merger
Sub and ACPT (incorporated by reference from Exhibit 2.1
attached to ACPT’s Current Report on Form 8-K filed with the SEC on
September 28, 2009).
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.
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AMERICAN
COMMUNITY PROPERTIES TRUST
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Date: December
30, 2009
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By: /s/ Matthew M.
Martin
Matthew
M. Martin
Chief
Financial Officer
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EXHIBIT
INDEX
Exhibit
Number Description
2.1 Agreement and
Plan of Merger, dated as of September 25, 2009, by and among Parent,
Merger
Sub and
ACPT (incorporated by reference from Exhibit 2.1 attached
to ACPT’s Current Report
on Form 8-K filed with the SEC on September 28, 2009).