form8k122209.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 22,
2009
AMERICAN
COMMUNITY PROPERTIES TRUST
(Exact
name of Registrant as specified in its 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
of
Incorporation or Organization)
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(Commission
File Number)
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(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 from 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:
¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
8.01 Other Events
On December 22, 2009, American
Community Properties Trust (“ACPT”) held a special meeting of shareholders of
ACPT at which shareholders of record as of November 27, 2009, holding more than
the required two-thirds of ACPT’s outstanding common shares approved (1) a
proposal to adopt an Agreement and Plan of Merger (the “Merger Agreement”),
dated as of September 25, 2009, by and among FCP Fund I, L.P. (“FCP”), FCP/ACPT
Acquisition Company, Inc. and ACPT, as it may be amended from time to time, and
(2) a proposal to adopt an amendment to ACPT’s Amended and Restated Declaration
of Trust, suspending the requirement that ACPT make a minimum distribution to
its shareholders in connection with net taxable income that is allocable to
shareholders. The amendment makes the requirement inapplicable to the fiscal
year ending December 31, 2009, and in subsequent years.
ACPT issued a press release on December
22, 2009, announcing the results of the special meeting of
shareholders.
Item
9.01.
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Financial
Statements and Exhibits.
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(d) Exhibits.
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Description
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99.1
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Press
Release, dated December 22, 2009.
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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.
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AMERICAN
COMMUNITY PROPERTIES TRUST
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Date: December
22, 2009
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By: /s/ Matthew M.
Martin
Matthew
M. Martin
Chief
Financial Officer
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