UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
.OMB APPROVAL
OMB Number: 3235-0145
Expires: December 31, 2005
Estimated average burden
hours per response. .. 11
SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.)
(Name of Issuer) American Community Properties Trust
(Title of Class of Securities) CL A
I (CUSIP Number) 02520N106
.,
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
Paul J. Isaac
75 Prospect Avenue
Larchmont, New York 10538
(914) 834-3925
(Date of Event which Requires Filing of this Statement)
June 2003
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Section 240.13d-l(e), 240.13d-l(t) or
240.13d-1(g), check the following box. D
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Section 240.13d- 7
for other parties to whom copies are to be sent.
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
disclosures provided in a prior cover page.
The information required on 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).
Persons who respond to the collection of Information contained in this form
are not required to respond unless the form displays a currently valid 0MB
control number. SEC 1746 (03-00)
CUSIP No.
1. Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only)
Paul J. Isaac (principle reporting person)
2. Check the Appropriate Box if a Member of a Group (see instructions)
(a)
(b) X
3. SEC Use Only
4. Source of Funds (See Instructions)
PF, OO
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2 (e).
No
6. Citizenship or Place of Organization
New York and Delaware
7. Sole Voting Power 73,450 (Paul J. Isaac)
8. Shared Voting Power
34,100 (Abigail E. Isaac)
10,800 (Benjamin J. Isaac)
12,600 (Johanna H. Isaac)
12,700 (Samuel F. Isaac)
2,000 (Karen C. Isaac)
212,300 (Isaac Brothers, L.L.C.)
12,250 (Isaac Grandchildren's Trust)
5,000 (Marjorie S. Isaac u/w/o Irving H. Isaac Marital Trust
9. Sole Dispositive power
73,450 (Paul J. Isaac)
29,700 (Arbiter Partners, L.P.)
10. Shared Dispositive Power
34,100 (Abigail E. Isaac)
10,800 (Benjamin J. Isaac)
12,600 (Johanna H. Isaac)
12,700 (Samuel F. Isaac)
2,000 (Karen C. Isaac)
212,300 (Isaac Brothers, L.L.C.)
12,250 (Isaac Grandchildren's Trust)
5,000 (Marjorie S. Isaac u/w/o Irving H. Isaac Marital
Trust)
29,700 (Arbiter Partners, L.P.)
11. Aggregate Amount Beneficially Owned by Each Reporting Person
73,450 Paul J. Isaac
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(see instructions)
NA
13. Percent of Class Represented by Amount in Row (11)
1.41% Paul J. Isaac
.66% Abigail E. Isaac
.21% Benjamin J. Isaac
.24% Johanna H. Isaac
.24% Samuel F. Isaac
.04% Karen C. Isaac
4.09% Isaac Brothers, L.L.C.
.24% Isaac Grandchildren's Trust
.10% Marjorie S. Isaac u/w/o Irving H. Isaac Marital
Trust
.57% Arbiter Partners, L.P.
14. Type of Report Person (see instructions)
IN = Paul J. Isaac
IN = Abigail E. Isaac
IN= Benjamin J. Isaac
IN = Johanna H. Isaac
IN = Samuel F. Isaac
IN = Karen C. Isaac
PN = Isaac Brothers, L.L.C.
OO = Isaac Grandchildren's Trust
OO = Marjorie S. Isaac u/w/o Irving H. Isaac Marital Trust
PN = Arbiter Partners, L.P.
Item 1. Security and Issuer
American Community Properties Trust - CL A
222 Smallwood Village Center
St. Charles, MD 20602
(301) 843-8600
Item 2. Identity and Background
(a) Name Isaac Brothers, L.LC.
Isaac Grandchildren's Trust
Majorie S. Isaac u/w/o Irving H. Isaac Marital Trust
Arbiter Partners, L.P.
(b) Residence or business address
Isaac Brothers, L.L.C.
75 Prospect Avenue
Larchmont, New York 10538
Paul J. Isaac - manager
Daniel H Isaac - member
Frederick J. Isaac - member
Isaac Grandchildren's Trust
75 Prospect Avenue
Larchmont, New York 10538
Paul J. Isaac- manager
Abigail E. Isaac - grandchild
Johanna H. Isaac - grandchild
Samuel F. Isaac - grandchild
Benjamin J. Isaac -grandchild
Majorie S. Isaac u/w/o Irving H. Isaac Marital Trust
75 Prospect Avenue
Larchmont, New York 10538
Paul J. Isaac - manager
Marjorie s. Isaac - member
Arbiter Partners, L.P.
C/O Cadogan Management LLC
149 Fifth Avenue, 15th Floor
New York, New York 10010
Paul J. Isaac - manager
(c) Present principal occupation or employment and the name, principal
business and address of any corporation or
other organization in which such employment is conducted;
Isaac Brothers, L.L.C.
C/O Cadogan Management LLC
149 Fifth Avenue, 15th Floor
New York, New York 10010
Isaac Grandchildren's Trust
C/O Cadogan Management LLC
149 Fifth Avenue, 15th Floor
New York, New York 10010
Majorie S. Isaac u/w/o Irving H. Isaac Marital Trust
C/O Cadogan Management LLC
149 Fifth Avenue, 15th Floor
New York, New York 10010
Arbiter Partners, L.P.
C/O Cadogan Management LLC
149 Fifth Avenue, 15th Floor
New York, New York 10010
(d) Whether or not, during the last five years, such person has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) and, if so, give the dates, nature of conviction, name and
location of court, and penalty imposed, or other disposition of the case;
None
(e) Whether or not, during the last five years, such person was a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws; and, if so, identify
and describe such proceedings and summarize the terms of such judgment;
decree or final order; and
None
(f) Citizenship.
United States
Item 3. Source and Amount of Funds or Other Consideration
Purchases were made with cash for personal investment.
Purchases for Arbiter Partners, L.P., a securities investment partnership,
were made
with cash for partnership investment
Item 4. Purpose of Transaction
The purchase of 73,450 shares of CL-A security of American Community
Properties from the Issuer from 2002 until the present was made for
investment purposes. There may be further purchases of the stock from the
Issuer for personal investment purposes.
The purchase of 29,700 shares of CL-A security of American Community
Properties from the Issuer from June 2005 until the present was made for
investment purposes. There may be further purchases of the stock from the
Issuer for personal investment purposes.
Item 5. Interest in Securities of the Issuer
(a) State the aggregate number and percentage of the class of securities
identified pursuant to Item I (which may be based on the number of securities
outstanding as contained in the most recently available filing with the
Commission by the issuer unless the filing person has reason to believe such
information is not current) beneficially owned (identifying those shares
which there is a right to acquire) by each person named in Item 2. The above
mentioned information should also be furnished with respect to persons who,
together with any of the persons named in Item 2, comprise a group within the
meaning of Section 13(d)(3) of the Act;
Isaac Brothers, L.L.C. holds 212,300 of the issued CL-A shares of the
Issuer, or 4.09% (Paul J. Isaac, Daniel H. Isaac and Frederick J. Isaac).
Isaac Grandchildren's Trust holds 12,250 of the issued CL-A shares of the
Issuer, or .24% (Abigail E. Isaac, Johanna H. Isaac, Samuel F. Isaac and
Benjamin J. Isaac, all minor children of Paul J. Isaac)
Marjorie S. Isaac u/w/o Irving H. Isaac Marital Trust holds 5,000 of the
issued CL-A shares of the Issuer,
or .10% (Paul J. Isaac and Marjorie S. Isaac)
Arbiter Partners, L.P. holds 29,700 of the issued CL-A shares of the
Issuer, or .57%
(b) For each person named in 'response to paragraph (a), indicate the number
of shares as to which there is sole power to vote or to direct the vote,
shared power to vote or to direct the vote, sole power to dispose or to
direct the disposition, or shared power to dispose or to direct the
disposition. Provide the applicable information required by Item 2 with
respect to each person with whom the power to vote or to direct the vote or
to dispose or direct the disposition is shared;
212,300 shared power to vote and shared power to dispose for Isaac
Brothers, L.L.C. (Paul J. Isaac, manager and Daniel H. Isaac, member
and Frederick J. Isaac, member
12,250 shared power to vote and shared power to dispose for Isaac
Grandchildren's Trust (Abigail E. Isaac, Johanna H. Isaac, Samuel F.
Isaac and Benjamin J. Isaac, all minor children of Paul J. Isaac)
(c) Describe any transactions in the class of securities reported on that
were effected during the past sixty days or since the most recent filing of
Schedule 13D (Section 240.13d-191 ), whichever is less, by the persons named
in response to paragraph (a).
Instruction. The description of a transaction required by Item 5(c) shall
include, but not necessarily be limited to: ( I) the identity of the person
covered by Item 5( c ) who effected the transaction; (2) the date of the
transaction; (3) the amount of securities involved; (4) the price per share
or unit; and (5) where and how the transaction was effected.
For Isaac Brothers L.L.C.:
6,600 shares were purchased on June 13, 2005, at the price per
share of $16.36
600 shares were purchased on June 17, 2005 at the price per
share of $16.33
via H.G. Wellington & Co. Inc. (brokerage) and initiated by Paul
J. Isaac.
For Arbiter Partners, L.P.:
5,800 shares were purchased on June 27, 2005, at the price per
share of $18.0166
800 shares were purchased on June 28, 2005, at the price per
share of $19.2800
2,400 shares were purchased on June 29, 2005, at the price per
share of $19.0100
12,500 shares were purchased on June 30, 2005, at the price per
share of $18.7789
1,200 shares were purchased on July 13, 2005, at the price per
share of $18.8100
2,800 shares were purchased on July 15, 2005, at the price per
share of $18.7236
1,000 shares were purchased on July 18, 2005, at the price per
share of $18.7500
400 shares were purchased on July 19, 2005, at the price per
share of $18.7800
1,400 shares were purchased on July 21, 2005, at the price per
share of $18.840
1,300 shares were purchased on July 22, 2005, at the price per
share of $18.8900
100 shares were purchased on July 26, 2005, at the price per
share of $18.9800
via Goldman Sachs Execution Clearing/SLK and initiated by Paul J.
Isaac
(d) If any other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class,
such person should be identified. A listing of the shareholders of an
investment company registered under the Investment Company Act of 1940 or the
beneficiaries of an employee benefit plan, pension fund or endowment fund is
not required.
Paul J. Isaac has the power to direct the receipt of dividends from or
the proceeds from the sale of such
Securities. He currently owns 1.41% of the stock
(e) If applicable, state the date on which the reporting person ceased to be
the beneficial owner of more than five percent of the class of securities.
Instruction. For computations regarding securities which represent a right to
acquire an underlying security, see Rule 13d-3( d)( I) and the note thereto.
none
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
The Reporting Person , as one of the Executors of his father's will and
manager of the Isaac Brothers L.L.C. partnership, is understood by the family
to have power to vote dispositive power over the securities purchased from
this issuer. Please see Item 7 below for Exhibits.
The reporting person, as the manager of Arbiter Partners, L.P., is
understood by the partners of Cadogan Management, LLC to have sole power to
vote and dispositive power over the securities purchased from this issuer.
Item 7. Material to Be Filed as Exhibits
Will of Irving H. Isaac
SIXTH: (A) I appoint my wife, MARJORIE S.
ISAAC, and my son, PAUL, as Executors of this will. If my said wife shall
fail to qualify for said office or shall cease to act prior to the completion
of the duties of said office, then I direct that no successor be appointed.
If my said son, PAUL, shall fail to qualify for said office or shall cease to
act prior to the completion of the duties of said office, then I appoint my
son, DANIEL, as successor Executor of this will.
I appoint my said wife, my Son, PAUL, and my friend, STEPHEN R.
EHRLICH, as Trustees of the trust for my said wife's benefit created under
this Will. I appoint my son, PAUL, and STEPHEN R. EHRLICH, as Trustees of
every other trust created under this will. If at any time my said wife or any
of my issue shall he serving as Trustee of any of the trusts created under
this will without an Independent Trustee serving with him or her, I direct
that he or she shall appoint an independent Trustee to serve with him or her.
I authorize each of my Trustees to appoint any individual or bank or
trust company as his successor, such appointment to take effect at such time
as shall be specified in the instrument of appointment, and to revoke any
such contingent appointment prior to its taking effect.
Each substitute or successor Executor or Trustee shall succeed to all
of the rights, powers and discretions conferred upon my original Executors
and Trustees.
Each appointment of a successor Executor or Trustee and each revocation
of a contingent appointment shall be made in a signed and acknowledged
instrument filed in the Court in which this Will is admitted to domiciliary
probate.
If at anytime there shall be no Executor or Trustee appointed or
service under this Will, then I appoint FIDUCIARY TRUST COMPANY OF NEW YORK
to act as successor Executor and /or Trustee.
(B) I direct that no person named herein or appointed pursuant to the
provisions hereof to act in a fiduciary capacity shall be required to give or
file any bond for the faithful performance of his or her duties in any
jurisdiction whatsoever.
OPERATING AGREEMENT
OF
ISAAC BROTHERS, L.L.C.
This Operating Agreement (the "Operating Agreement"), dated as of November
25, 1997, is entered into by and between Paul I. Isaac, Frederick I. Isaac
and Daniel H. Isaac as all of the initial members of Isaac Brothers, L.L.C.
(the "Company"), a limited liability company organized under the laws of the
State of Delaware.
ARTICLE I
Definitions
1.1. Capitalized Terms. For all purposes of this Operating Agreement, the
following terms shall have the meanings set forth below:
"Act" means the Delaware Limited Liability Company Law (Title 6 Section 18-
101 et. seq.), as amended from time to time.
"Adjusted Capital Account Deficit" means the deficit balance, if any, in the
Capital Account of a Member as of the end of the relevant Fiscal Year, after
debiting to such Capital Account the items described in Section 1.704-
1(b)(2)(ii)(d)(4), (5) and (6) of the Regulations. This definition is
intended to comply with Section 1.704-1 (b )(2)(ii)( d) of the Regulations
and is to be interpreted consistently with that provision.
'
"Affiliate" means any corporation or other entity controlling, controlled by
or
under common control with a Person.
"Certificate of Formation " means the articles of organization referred to in
Section 203 of the Act to be filed for the Company, and such articles as
amended, in the form of Exhibit A.
Authorized Agent" means the Manager, any agent or agents designated by the
Manager, which shall be authorized to act on behalf of Company.
"Bankruptcy" means the filing of a voluntary case in bankruptcy under the
federal bankruptcy law, and, in addition, any other status constituting
bankruptcy within the meaning of the Act.
"Basic Documents" shall mean this Operating Agreement, the Certificate of
Formation, and the other documents and certificates delivered in connection
therewith.
"Business Day" means any day on which banks are not authorized or required to
close in New York and on which the New York Stock Exchange is open for
trading.
"Capital Account" means, as to any Member, the amount of such Member's
Capital Contributions, plus the distributive share of any income or gain that
is allocated to such Member under Article III, minus the sum of (a) the
amount of cash and the fair market value of the property, if any, distributed
to such Member under Article VII, and (b) the distributive share of any
expense or loss that is allocated to such Member under Article III. Each of
the foregoing items will be computed in accordance with federal income tax
accounting principles, as modified by Section 1.704-1(b)(2)(iv) of the
Regulations.
"Capital Contribution" means an equity contribution to the Company.
"Cash Available For Distribution" means the excess of cash received from
operations of the Company during the Distribution Period immediately
preceding the date of distribution under Section 7.1 (and excess cash, if
any, from any prior Distribution Period), less (a) the total cash
disbursements of the Company for such Distribution Period and (b) a
reasonable allowance for reserves, contingencies and anticipated obligations,
as determined by the Manager.
"Code" shall mean the Internal Revenue Code of 1986, as amended.
"Company" has the meaning set forth in the first paragraph hereof.
"Company Office" means the principal offices of the Company located at 7
Douglas Lane, Larchmont, New York 10538.
"Distribution Period" means each of the four three-month periods during the
Fiscal Year, with the first Distribution Period beginning on the first day of
the Fiscal Year and ending on the last day of third month, and with each
successive Distribution Period beginning on the day after the end of the
prior Distribution Period.
"Distribution Date" means the date on which any distribution is made to the
Members.
"Event of Bankruptcy" shall occur, with respect to any Person, if such Person
shall commence a voluntary case concerning itself under Title II of the
Federal Bankruptcy Code (II U.S.C. Section 101 et. seq.) (the "Bankruptcy
Code"); or an involuntary case shall be commenced against such Person and the
petition shall not be controverted within twenty days, or shall not be
dismissed or stayed within sixty days, after commencement of the case; or a
custodian (as defined in the Bankruptcy Code) shall be appointed for, or
shall take charge of all or substantially all of the property of such Person;
or if such Person shall commence any other proceeding under any
reorganization, arrangement, adjustment of debt, relief of debtors,
dissolution, winding up, insolvency or liquidation or similar law of any
jurisdiction whether now or hereafter in effect relating to such Person; or
there shall be commenced against such Person; any such proceeding which
remains undismissed or unstayed for a period of sixty days; or any order of
relief or other order approving any such case or proceeding .shall be
entered; or if such Person shall suffer any appointment of any custodian or
the like for It or any substantial part of I its property to continue
undischarged or unstayed for a period of sixty days; or if such Person I
shall make a general assignment for the benefit of creditors.
"Fiscal Year" means the period determined in Section 3.5.
"GAAP" means generally accepted accounting principles.
"Manager" means Paul J. Isaac, unless a successor Manager is appointed
pursuant to Article XI of this Operating Agreement.
"Member" means the Person in whose name a Certificate is registered in the
Register maintained by the Manager.
"Net Revenues" means with respect to any period, the amount by which all
revenues of the Company from the operations of the Company exceed operating,
administrative and other costs, each determined in accordance with GAAP,
consistently applied.
"Operating Agreement" shall mean this Operating Agreement, as the same may be
amended and supplemented from time to time.
"Percentage Interest" shall mean, when used with respect to any Member, such
Member's proportion, expressed as a percentage, of the total beneficial
interest in the Company, which with respect to any Member shall be based upon
the number of Units allocated to such Member in relation to the aggregate
number of Units allocated to all of the Members.
"Person" shall mean an individual, partnership, corporation, limited
liability company, a joint stock company, trust (including a business trust),
unincorporated association, joint venture or other entity, or a government or
any political subdivision or agency thereof.
"Regulations" means the U.S. Department of the Treasury regulations
promulgated under the Code and any successor regulations, and references to
particular sections of the Regulations shall be deemed to include references
to the appropriate modified or amended provisions of such successor
regulations.
"Secretary of State" shall mean the Secretary of State of the State of
Delaware.
"Tax Matters Partner" has the meaning set forth in Section 3.4.
"Termination Date" means the date when the Company Assets have been disposed;
of or sold by the Manager or other Person responsible for winding up and
dissolving the Company and the final distribution by the Manager or such
Person of all moneys or other property or proceeds of the Company have been
made pursuant to the terms of this Operating Agreement.
"Transferee" has the meaning set forth in Section 4.3.
"Units" has the meaning set forth in Section 3.8.
1.2. Statement of Intent. The Company is intended to qualify and be
classified
I as a partnership under Regulation Section 310.7701-3, and it is neither the
purpose nor the intent of the ~ parties hereto to create an association
taxable as a corporation.
ARTICLE II
Formation of the Company; Offices,
2.1. Formation of Limited Liability Company. The Members hereby agree to li
organize and associate themselves as members in a Delaware limited liability
company in accordance with the Act, this Operating Agreement and the
Company's Certificate of Formation.
.The Members shall form the Company pursuant to the Act by causing the
Certificate of Formation, in the form attached as Exhibit A hereto, to be
filed with the Secretary of the State of Delaware.
2.2. Business Purpose. The Company is formed for the purpose of carrying on
any lawful business, purpose or activity for which limited liability
companies may be formed under the Act; provided, that without the unanimous
consent of the Members, the Company will only have the purpose and the power
to engage in the following activities:
(a) to issue Units pursuant to this Operating Agreement to the
Members in consideration for the contributions by the Members described in
Section 3.1;
(b) to use the contributions from the Members pursuant to Section 3.1 to pay
the organizational, start-up and transactional expenses of the Company and
certain transaction costs incurred by the Company in connection with the
execution and performance of the Basic Documents and to pay for all ongoing
business expenses incurred by the Company;
( c ) to enter into and perform the Company's obligations, and enforce the
Company's rights, under the Basic Documents to which it is a party;
(d) in the event of a dissolution and liquidation of the Company pursuant to
Section 10.2, to take all steps necessary to wind up its affairs, including
the sale of assets, subject to the terms of the Basic Documents;
( e ) to make distributions in accordance with Article VII hereof;
(f) to engage in those activities, including entering into agreements, that
are necessary , suitable or convenient to accomplish the foregoing or are
incidental thereto or connected therewith; and
(g) subject to compliance with the Basic Documents, to engage in such other
activities as may be required in connection with conservation of the
Company's Assets and the making of distributions to the Members.
2.3. Term of the Company. The Company's existence will commence upon the
filing of the Articles of Organization with the Secretary of State and shall
continue in perpetuity unless sooner terminated in accordance with the
provisions of this Operating Agreement or the
Act.
2.4. Liability to Third Parties. Except as otherwise provided by the Act, the
debts, obligations and liabilities of the Company, whether arising in
contract, tort or otherwise, shall be solely the debts, obligations and
liabilities of the Company, and no Member or Manager of the Company shall be
obligated personally for any such debt, obligation or liability of the
Company solely by reason of being a Member or acting as a Manager of the
Company.
2.5. Principal Office. The Company may have such offices or places of
business, either within or without the State of Delaware, as the Members may
designate or as the business of the Company may from time to time require.
The principal office of the Company is 7 Douglas Lane, Larchmont, New York
10538.
2.6. Registered Agent. The initial registered agent of the Company is
Corporation Service Company.
2.7. Registered Office. The address of the initial registered office of the
Company is:
1013 Centre Road
Wilmington, Delaware 19805
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.
August 8, 2005
Paul J. Isaac
Manager, Isaac Brothers L.L.C and Arbiter Partners, L.P.