UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 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 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)
82,427 (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)
82,427 (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
1.59% 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
securitieslaws 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 82,427 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 82,427 of the issued CL-A shares of the
Issuer, or 1.59%
(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 (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 Arbiter Partners, L.P.:
1,100 shares were purchased on October 3, 2005, at the price per
share of $25.0700
3,600 shares were purchased on October5, 2005, at the price per
share of $24.8383
1,200 shares were purchased on October 6,2005, at the price per
share of $24.3633
1,500 shares were purchased on October 6, 2005, at the price per
share of $24.3900
1,300 shares were purchased on October 7, 2005, at the price per
share of $24.4054
1,200 shares were purchased on October 10,2005, at the price per
share of $25.0000
2,500 shares were purchased on October 12, 2005, at the price per
share of $24.3660
700 shares were purchased on October 14, 2005, at the price per
share of $24.4200
1,400 shares were purchased on October 25, 2005, at the price per
share of $24.4250
3,900 shares were purchased on November 11, 2005, at the price per
share of $23.4177
1,900 shares were purchased on NOvember 17, 2005, at the price per
share of $18.4837
500 shares were purchased on November 17, 2005, at the price per
share of $19.8300
2,200 shares were purchased on November 22, 2005, at the price per
share of $19.2468
2,927 shares were purchased on November 23, 2005, at the price per
share of $19.1209
700 shares were purchased on November 25, 2005, at the price per
share of $19.1671
2,000 shares were purchased on November 28, 2005, at the price per
share of $19.0905
600 shares were purchased on November 28, 2005, at the price per
share of $19.0300
600 shares were purchased on November 30, 2005, at the price per
share of $18.7683
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 ownerof 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
understoodby 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
shallbe 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 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 otherdocuments 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. 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 orother 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 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 powerto 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 Agreementor 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 informationset forth in this statement
is true, complete and correct.
December 6, 2005
Paul J. Isaac
Manager, Isaac Brothers L.L.C and Arbiter Partners, L.P.