UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 5)
(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)
November 13, 2009
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.
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 coverpage shall be filled out for a reporting person's
initial filing on thisform with respect to the subject class of securities,
and for any subsequentamendment 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).
CUSIP No. 02520N106
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
35,800 (Abigail E. Isaac)
15,500 (Johanna H. Isaac)
16,800 (Samuel F. Isaac)
2,000 (Karen C. Isaac)
220,200 (Isaac Brothers, L.L.C.)
12,250 (Isaac Grandchildren's Trust)
5,000 (Marjorie S. Isaac u/w/o Irving H. Isaac Marital Trust
Reporting Person disclaims beneficial interest in 14,300 shares held
by Benjamin Isaac
9. Sole Dispositive power
73,450 (Paul J. Isaac)
484,329 (Arbiter Partners, L.P.)
10. Shared Dispositive Power
35,800 (Abigail E. Isaac)
15,500 (Johanna H. Isaac)
16,800 (Samuel F. Isaac)
2,000 (Karen C. Isaac)
220,200 (Isaac Brothers, L.L.C.)
12,250 (Isaac Grandchildren's Trust)
5,000 (Marjorie S. Isaac u/w/o Irving H. Isaac Marital Trust)
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)
1.40% Paul J. Isaac
.68% Abigail E. Isaac
.30% Johanna H. Isaac
.32% Samuel F. Isaac
.04% Karen C. Isaac
4.21% Isaac Brothers, L.L.C.
.23% Isaac Grandchildren's Trust
.10% Marjorie S. Isaac u/w/o Irving H. Isaac Marital Trust
9.26% Arbiter Partners, L.P.
14. Type of Report Person (see instructions)
IN = Paul J. Isaac
IN = Abigail E. 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.
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.
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
On November 10, 2009, Paul J. Isaac and certain other Reporting Persons
entered into a Voting Agreement with FCP Fund I, L.P. ("FCP") and FCP/ACPT
Acquisition Company, Inc. ("FCP/ACPT"), pursuant to which such persons agreed,
among other things, to vote the aggregate of 829,529 common shares of
beneficial interest in the Company owned by them, together with any other
equity interests in the Company acquired by them thereafter during the term
of such Voting Agreement, in favor of the proposed merger transaction by and
among the Company, FCP and FCP/ACPT (the "Merger"), and the amendment of the
Company's Declaration of Trust as contemplated by the Agreement and Plan of
Merger dated as of September 25, 2009 with respect to the Merger. A copy of
such Voting Agreement is attached as Exhibit 99.1 hereto and incorporated by
reference herein. On November 10, 2009, Paul J. Isaac and certain other
Reporting Persons (along with T Street Investors, LLC ("T Street"), a newly
formed entity in which Mr. Isaac and certain of the Reporting Persons are
contemplated to be investors) also entered into a Contribution and Partnership
Interest Purchase Agreement with FCP pursuant to which, among other things,
upon consummation of the Merger, T Street would make a cash capital
contribution to, and receive a passive minority limited partnership interest
in, a new limited partnership formed by FCP to hold the equity of the Company
following the Merger.
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 220,200 of the issued CL-A shares of the
Issuer, or 4.21% (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.23% (Abigail E. Isaac, Johanna H. Isaac, Samuel F. Isaac,
all minor children of Paul J. Isaac, and Benjamin J. Isaac, Mr. Isaac's
adult son).
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 484,329 of the issued CL-A shares of the
Issuer, or 9.26%
(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;
220,200 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,all minor children of Paul J. Isaac, and Benjamin J. Isaac, Mr.
Isaac's adult son).
(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.
(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 1.40%
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
See Item 4.
Item 7. Material to Be Filed as Exhibits
Voting Agreement dated as of November 10, 2009 by and among, inter alia,
FCP Fund I, L.P., FCP/ACPT Acquisition Company, Inc., and certain holders of
common shares of beneficial interest in American Community Properties Trust.
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.
November 13, 2009
Paul J. Isaac
Manager, Isaac Brothers L.L.C and Arbiter Partners, L.P.