UNITED STATES
SECURITIES EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Acadia Realty Trust
----------------------------------------
(Name of Issuer)
Common Shares of Beneficial Interest, par value $.001 per share
----------------------------------------
(Title of Class of Securities)
004239109
--------------
(CUSIP Number)
December 31, 2005
-----------------------
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ X ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* 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 the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose 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).
CUSIP No. 027118108
1. Names of Reporting Persons.
Cliffwood Partners LLC
I.R.S. Identification Nos. of above persons (entities only): 95-4648555
2. Check the Appropriate Box if a Member of a Group
(a) [X]
(b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization Delaware, United States
Number of 5. Sole Voting Power None
Shares
Beneficially 6. Shared Voting Power 1,662,800
Owned by Each
Reporting 7. Sole Dispositive Power None
Person With
8. Shared Dispositive Power 1,662,800
9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,662,800
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ]
11. Percent of Class Represented by Amount in Row (9)
5.27%
12. Type of Reporting Person IA
2
1. Names of Reporting Persons.
Cliffwood Value Equity Fund, L.P.
I.R.S. Identification Nos. of above persons (entities only): 95-4817104
2. Check the Appropriate Box if a Member of a Group
(a) [X]
(b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization Delaware, United States
Number of 5. Sole Voting Power None
Shares
Beneficially 6. Shared Voting Power 1,662,800
Owned by Each
Reporting 7. Sole Dispositive Power None
Person With
8. Shared Dispositive Power 1,662,800
9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,662,800
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ]
11. Percent of Class Represented by Amount in Row (9)
5.27%
12. Type of Reporting Person PN
3
1. Names of Reporting Persons.
Cliffwood Value Equity Fund II, L.P.
I.R.S. Identification Nos. of above persons (entities only): 57-1186067
2. Check the Appropriate Box if a Member of a Group
(a) [X]
(b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization Delaware, United States
Number of 5. Sole Voting Power None
Shares
Beneficially 6. Shared Voting Power 1,662,800
Owned by Each
Reporting 7. Sole Dispositive Power None
Person With
8. Shared Dispositive Power 1,662,800
9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,662,800
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ]
11. Percent of Class Represented by Amount in Row (9)
5.27%
12. Type of Reporting Person PN
4
1. Names of Reporting Persons.
Cliffwood Absolute Return Strategy Ltd.
I.R.S. Identification Nos. of above persons (entities only): N/A
2. Check the Appropriate Box if a Member of a Group
(a) [X]
(b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization Cayman Islands, British West Indies
Number of 5. Sole Voting Power None
Shares
Beneficially 6. Shared Voting Power 1,662,800
Owned by Each
Reporting 7. Sole Dispositive Power None
Person With
8. Shared Dispositive Power 1,662,800
9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,662,800
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ]
11. Percent of Class Represented by Amount in Row (9)
5.27%
12. Type of Reporting Person OO
5
1. Names of Reporting Persons.
Cliffwood Absolute Return Strategy, L.P.
I.R.S. Identification Nos. of above persons (entities only): 95-4789951
2. Check the Appropriate Box if a Member of a Group
(a) [X]
(b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization Delaware, United States
Number of 5. Sole Voting Power None
Shares
Beneficially 6. Shared Voting Power 1,662,800
Owned by Each
Reporting 7. Sole Dispositive Power None
Person With
8. Shared Dispositive Power 1,662,800
9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,662,800
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ]
11. Percent of Class Represented by Amount in Row (9)
5.27%
12. Type of Reporting Person PN
6
13. Names of Reporting Persons.
Cliffwood Value Equity / WB Fund, L.P.
I.R.S. Identification Nos. of above persons (entities only): 20-3036834
14. Check the Appropriate Box if a Member of a Group
(a) [X]
(b) [ ]
15. SEC Use Only
16. Citizenship or Place of Organization Delaware, United States
Number of 17. Sole Voting Power None
Shares
Beneficially 18. Shared Voting Power 1,662,800
Owned by Each
Reporting 19. Sole Dispositive Power None
Person With
20. Shared Dispositive Power 1,662,800
21. Aggregate Amount Beneficially Owned by Each Reporting Person 1,662,800
22. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ]
23. Percent of Class Represented by Amount in Row (9)
5.27%
24. Type of Reporting Person PN
7
Item 1(a) Name of Issuer:
Acadia Realty Trust
Item 1(b) Address of Issuer's Principal Executive Offices:
1311 Mamaroneck Avenue
Suite 260
White Plains, NY 10605
Item 2(a) Name of Person Filing
Item 2(b) Address of Principal Business Office or, if None, Residence
Item 2(c) Citizenship
Cliffwood Partners LLC
11726 San Vicente Blvd. #600
Los Angeles, CA 90049
Delaware limited liability company
Cliffwood Value Equity Fund, L.P.
c/o Cliffwood Partners LLC
11726 San Vicente Blvd. #600
Los Angeles, CA 90049
Delaware limited partnership
Cliffwood Value Equity Fund II, L.P.
c/o Cliffwood Partners LLC
11726 San Vicente Blvd. #600
Los Angeles, CA 90049
Delaware limited partnership
Cliffwood Absolute Return Strategy Ltd.
c/o CITCO Fund Services (Cayman Islands) Limited
P.O. Box 31106 SMB
Regatta Office Park
West Bay Road
Grand Cayman, Cayman Islands
Cayman Islands exempted company
Cliffwood Absolute Return Strategy, L.P.
c/o Cliffwood Partners LLC
11726 San Vicente Blvd. #600
Los Angeles, CA 90049
Delaware limited partnership
Cliffwood Value Equity / WB Fund, L.P.
c/o Cliffwood Partners LLC
11726 San Vicente Blvd. #600
Los Angeles, CA 90049
Delaware limited partnership
8
Item 2(d) Title of Class of Securities:
Common Stock, $.01 par value per share
Item 2(e) CUSIP Number:
004239109
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b),
or 13d-2(b) or (c), Check Whether the Person Filing is a:
(a)[ ] Broker or dealer registered under Section 15
of the Exchange Act.
(b)[ ] Bank as defined inSection 3(a)(6) of the Exchange Act.
(c)[ ] Insurance company as defined in Section
3(a)(19) of the Exchange Act.
(d)[ ] Investment company registered under Section 8
of the Investment Company Act.
(e)[X] An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
(f)[ ] An employee benefit plan or endowment fund in
accordance with Rule 13d-1(b)(1)(ii)(F);
(g)[ ] A parent holding company or control person in
accordance with Rule 13d-1(b)(1)(ii)(G);
(h)[ ] A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act;
(i)[ ] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the
Investment Company Act;
(j)[ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Item 4. Ownership:
Cliffwood Partners LLC
Cliffwood Value Equity Fund, L.P.
Cliffwood Value Equity Fund II, L.P.
Cliffwood Absolute Return Strategy Ltd.
Cliffwood Absolute Return Strategy, L.P.
Cliffwood Value Equity/WB Fund, L.P.
Oregon Public Employees' Retirement Fund
Swarthmore College
1199 Health Care Employees' Pension Fund
The Common Fund
Guggenheim Trust Company
a. Amount beneficially owned: Cliffwood Value Equity Fund, L.P.
beneficially owns 649,500 shares of common stock; Cliffwood Value
Equity Fund II, L.P. beneficially owns 18,300 shares of common
stock; Cliffwood Absolute Return Strategy Ltd. beneficially owns
42,200 shares of common stock; Cliffwood Absolute Return Strategy,
L.P. beneficially owns 231,700 shares of common stock; Cliffwood
Value Equity / WB Fund, L.P. beneficially owns 138,300 shares of
common stock; Oregon Public Employees Retirement Fund beneficially
owns 214,400 shares of common stock (through an account managed by
Cliffwood Partners LLC); Swarthmore College beneficially owns
91,600 shares of common stock (through an account managed by
Cliffwood Partners LLC); 1199 Health Care Employees' Retirement
Fund beneficially owns 97,300
9
shares of common stock (through an
account managed by Cliffwood Partners LLC; The Common Fund
beneficially owns 75,600 shares of common stock (through an
account managed by Cliffwood Partners LLC) and Guggenheim Trust
Company beneficially owns 103,900 shares of common stock for an
aggregate total of 1,662,800 shares of common stock.
b. Percent of Class: 5.27% of the aggregate outstanding
shares of that class based upon information provided by
Acadia Realty Trust in its most recently filed quarterly
report on form 10-Q which stated that there were
approximately 31,541,175 common shares of beneficial
interest outstanding as of November 8, 2005.
The sole power to vote or direct the vote of the entire shareholding and
the sole power to dispose of or direct the disposal of the entire shareholding
has been delegated to Cliffwood Partners LLC for each of Cliffwood Value
Equity Fund, L.P., Cliffwood Value Equity Fund II, L.P., Cliffwood Absolute
Return Strategy Ltd., Cliffwood Absolute Return Strategy, L.P., Cliffwood
Value Equity / WB Fund L.P., Oregon Public Employees' Retirement Fund's
managed account, Swarthmore College's managed account, 1199 Health Care
Employees' Retirement Fund's managed account, The Common Fund's managed
account and Guggenheim Trust Company's managed account.
Item 5. Ownership of Five Percent or Less of a Class: Not applicable
Item 6. Ownership of More than Five Percent on Behalf of Another Person: Not
applicable
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company:
Not applicable
Item 8. Identification and Classification of Members of the Group:
Not applicable
Item 9. Notice of Dissolution of Group:
Not applicable.
Item 10. Certification:
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are
held in the ordinary course of business and were not acquired and
are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
10
SIGNATURE
After reasonable 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.
February 14, 2006
-----------------
Date
/s/ Carl B. Tash
----------------------
Carl B. Tash, CEO
CLIFFWOOD PARTNERS LLC
/s/ Carl B. Tash
------------------------------------
Carl B. Tash, CEO
CLIFFWOOD VALUE EQUITY FUND, L.P.
By: Cliffwood Partners LLC,
its general partner
/s/ Carl B. Tash
--------------------------------------
Carl B. Tash, CEO
CLIFFWOOD VALUE EQUITY FUND II, L.P.
By: Cliffwood Partners LLC,
its general partner
/s/ Carl B. Tash
--------------------------------------
Carl B. Tash, CEO
CLIFFWOOD ABSOLUTE RETURN STRATEGY LTD.
By: Cliffwood Partners LLC,
as investment manager
/s/ Carl B. Tash
--------------------------------------
Carl B. Tash, CEO
CLIFFWOOD ABSOLUTE RETURN STRATEGY, L.P.
By: Cliffwood Partners LLC,
its general partner
/s/ Carl B. Tash
--------------------------------------
Carl B. Tash, CEO
CLIFFWOOD VALUE EQUITY/WB FUND, L.P.
By: Cliffwood Partners LLC,
its general partner
/s/ Carl B. Tash
--------------------------------------
Carl B. Tash, CEO
11