schedule13da_041508.htm
 
 
 


 

 
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549
 
SCHEDULE 13D
(Amendment No. 3)
 

American Community Properties Trust
(Name of Issuer)
 
Common Shares, $.01 par value per share
(Title of Class of Securities)
 

02520N106
(CUSIP Number)
 
James Michael Wilson
Interstate Business Corporation
222 Smallwood Village Center
St. Charles, Maryland 20602
(301) 843-7333

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
Copy to:
 
Brian Hoffmann
Clifford Chance US LLP
31 West 52nd Street
New York, New York 10019
(212) 878-8000
 
 
April 15, 2008
(Date of Event which Requires Filing of this Statement)
 
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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.  o
 
(Continued on following pages)
 
(Page 1 of 18 Pages)



NYA 848530.4
 
 
 

CUSIP No.   02520N106  
13D/A
Page 2 of 19
 
   
1.
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
 
James Michael Wilson
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (a)þ
  All reporting persons listed in (1) of the are members of the group. (b)o
3.
SEC USE ONLY
 
4.
SOURCE OF FUNDS
OO
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 o
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
UNITED STATES
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7.
SOLE VOTING POWER
 
86,397
 
8.
SHARED VOTING POWER
 
21,350
 
9.
SOLE DISPOSITIVE POWER
 
86,397
 
10.
SHARED DISPOSITIVE POWER
 
21,350
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
107,747
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 o
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.1%
14.
TYPE OF REPORTING PERSON
IN

CUSIP No.   02520N106  
13D/A
Page 3 of 19
 
   
1.
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
 
Interstate Business Corporation
                                    I.R.S. Identification No. 52-1066133
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (a)þ
  All reporting persons listed in (1) of the are members of the group. (b)o
3.
SEC USE ONLY
 
4.
SOURCE OF FUNDS
OO
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 o
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7.
SOLE VOTING POWER
 
1,549,976
 
8.
SHARED VOTING POWER
 
0
 
9.
SOLE DISPOSITIVE POWER
 
1,549,976
 
10.
SHARED DISPOSITIVE POWER
 
0
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,549,976
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 o
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
29.8%
14.
TYPE OF REPORTING PERSON
CO


CUSIP No.   02520N106  
13D/A
Page 4 of 19
 
   
1.
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
 
Wilson Securities Corporation
                                    I.R.S. Identification No. 66-0311591
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (a)þ
  All reporting persons listed in (1) of the are members of the group. (b)o
3.
SEC USE ONLY
 
4.
SOURCE OF FUNDS
OO
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 o
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7.
SOLE VOTING POWER
 
545,673
 
8.
SHARED VOTING POWER
 
0
 
9.
SOLE DISPOSITIVE POWER
 
586,101
 
10.
SHARED DISPOSITIVE POWER
 
0
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
586,101
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 o
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
10.4%
14.
TYPE OF REPORTING PERSON
CO
CUSIP No.   02520N106  
13D/A
Page 5 of 19
 
   
1.
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
 
Wilson Family Limited Partnership
                                       I.R.S. Identification No. 52-1656345
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (a)þ
  All reporting persons listed in (1) of the are members of the group. (b)o
3.
SEC USE ONLY
 
4.
SOURCE OF FUNDS
OO
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 o
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7.
SOLE VOTING POWER
 
See Exhibit 7.2
 
8.
SHARED VOTING POWER
 
See Exhibit 7.2
 
9.
SOLE DISPOSITIVE POWER
 
See Exhibit 7.2
 
10.
SHARED DISPOSITIVE POWER
 
See Exhibit 7.2
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Exhibit 7.2
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 o
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
See Exhibit 7.2
14.
TYPE OF REPORTING PERSON
PN
CUSIP No.   02520N106  
13D/A
Page 6 of 19
 
   
1.
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
 
James J. Wilson
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (a)þ
  All reporting persons listed in (1) of the are members of the group. (b)o
3.
SEC USE ONLY
 
4.
SOURCE OF FUNDS
OO
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 þ
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
UNITED STATES
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7.
SOLE VOTING POWER
 
15,289
 
8.
SHARED VOTING POWER
 
0
 
9.
SOLE DISPOSITIVE POWER
 
15,289
 
10.
SHARED DISPOSITIVE POWER
 
0
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,289
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 o
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.3%
14.
TYPE OF REPORTING PERSON
IN
CUSIP No.   02520N106  
13D/A
Page 7 of 19
 
   
1.
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
 
Barbara A. Wilson
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (a)þ
  All reporting persons listed in (1) of the are members of the group. (b)o
3.
SEC USE ONLY
 
4.
SOURCE OF FUNDS
OO
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 o
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
UNITED STATES
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7.
SOLE VOTING POWER
 
50
 
8.
SHARED VOTING POWER
 
0
 
9.
SOLE DISPOSITIVE POWER
 
50
 
10.
SHARED DISPOSITIVE POWER
 
0
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 o
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
.0%
14.
TYPE OF REPORTING PERSON
IN
CUSIP No.   02520N106  
13D/A
Page 8 of 19
 
   
1.
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
 
Kevin J. Wilson
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (a)þ
  All reporting persons listed in (1) of the are members of the group. (b)o
3.
SEC USE ONLY
 
4.
SOURCE OF FUNDS
OO
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 o
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
UNITED STATES
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7.
SOLE VOTING POWER
 
86,397
 
8.
SHARED VOTING POWER
 
0
 
9.
SOLE DISPOSITIVE POWER
 
86,397
 
10.
SHARED DISPOSITIVE POWER
 
0
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
86,397
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 o
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.7 %
14.
TYPE OF REPORTING PERSON
IN
CUSIP No.   02520N106  
13D/A
Page 9 of 19
 
   
1.
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
 
Elizabeth W. Weber
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (a)þ
  All reporting persons listed in (1) of the are members of the group. (b)o
3.
SEC USE ONLY
 
4.
SOURCE OF FUNDS
OO
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 o
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
UNITED STATES
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7.
SOLE VOTING POWER
 
86,397
 
8.
SHARED VOTING POWER
 
0
 
9.
SOLE DISPOSITIVE POWER
 
86,397
 
10.
SHARED DISPOSITIVE POWER
 
0
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
86,397
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 o
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.7 %
14.
TYPE OF REPORTING PERSON
IN
CUSIP No.   02520N106  
13D/A
Page 10 of 19
 
   
1.
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
 
Thomas B. Wilson
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (a)þ
  All reporting persons listed in (1) of the are members of the group. (b)o
3.
SEC USE ONLY
 
4.
SOURCE OF FUNDS
OO
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 o
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
UNITED STATES
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7.
SOLE VOTING POWER
 
86,397
 
8.
SHARED VOTING POWER
 
0
 
9.
SOLE DISPOSITIVE POWER
 
86,397
 
10.
SHARED DISPOSITIVE POWER
 
0
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
86,397
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 o
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.7 %
14.
TYPE OF REPORTING PERSON
IN
CUSIP No.   02520N106  
13D/A
Page 11 of 19
 
   
1.
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
 
Mary P. Wilson
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (a)þ
  All reporting persons listed in (1) of the are members of the group. (b)o
3.
SEC USE ONLY
 
4.
SOURCE OF FUNDS
OO
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 o
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
UNITED STATES
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7.
SOLE VOTING POWER
 
86,397
 
8.
SHARED VOTING POWER
 
21,350
 
9.
SOLE DISPOSITIVE POWER
 
86,397
 
10.
SHARED DISPOSITIVE POWER
 
21,350
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
107,747
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 o
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.1 %
14.
TYPE OF REPORTING PERSON
IN
CUSIP No.   02520N106  
13D/A
Page 12 of 19
   
1.
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
 
Brian J. Wilson
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  All reporting persons listed in (1) of the are members of the group. (a)þ
 (b)o
3.
SEC USE ONLY
 
4.
SOURCE OF FUNDS
OO
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 o
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
UNITED STATES
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7.
SOLE VOTING POWER
 
86,397
 
8.
SHARED VOTING POWER
 
0
 
9.
SOLE DISPOSITIVE POWER
 
86,397
 
10.
SHARED DISPOSITIVE POWER
 
0
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
86,397
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 o
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.7 %
14.
TYPE OF REPORTING PERSON
IN

 
 
 

Amendment No. 3 to Schedule 13D
 
This Amendment No. 3, which relates to the common shares (“Common Shares”) in American Community Properties Trust, a Maryland real estate investment trust (the “Company”), amends and supplements the statements on Schedule 13D (as amended through the date hereof, the “Statement”) filed with the Commission by the reporting parties listed herein.
 
The following Items of the Statement are hereby supplemented and/or amended:
 
Item 4.                 Purpose of Transaction
 
As reported in Amendment No. 2 to Schedule 13D filed by the reporting persons on March 28, 2008, the reporting persons had previously submitted an offer (“Offer”) to the Special Committee of the Board of Trustees of the Company (the “Special Committee”) to further a potential restructuring of the Company.  The reporting persons have subsequently withdrawn the Offer and expect that the Company will continue to operate in the ordinary course.
 
The reporting persons expect to evaluate on an ongoing basis the Company's financial condition, business, operations and prospects, market price of the Common Shares, conditions in securities markets generally, general economic and industry conditions and other factors.  Accordingly, the reporting persons reserve the right to change their intentions and plans at any time, as they deem appropriate. In particular, the reporting persons may at any time and from time to time acquire, sell or engage in other transactions concerning Common Shares.  Any such transactions may be effected at any time and from time to time, subject to any applicable limitations of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934.
 

 
Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
 
 
The information in Item 4 is incorporated herein by reference.
 
Item 7.                 Material to be Filed as Exhibits.
 
 
Exhibit 7.1
Joint Statement Agreement
 
        Exhibit 7.2
 Interest in Securities of the Issuer
 

 
 
 

SIGNATURE
 
After due 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.
 
Dated:  April 15, 2008
INTERSTATE BUSINESS CORPORATION

/s/ James Michael Wilson_______________________________
Name: James Michael Wilson
Title: President


WILSON SECURITIES CORPORATION

/s/ James Michael Wilson_______________________________
Name: James Michael Wilson
Title: President


JAMES MICHAEL WILSON

/s/ James Michael Wilson_______________________________
James Michael Wilson, Individually


WILSON FAMILY LIMITED PARTNERSHIP

/s/ James Michael Wilson_______________________________
Name: James Michael Wilson
Title: General Partner


JAMES J. WILSON

/s/ James J. Wilson_ ______________________________
James J. Wilson, Individually


BARBARA A. WILSON

/s/ Barbara A. Wilson       _______________________________
Barbara A. Wilson, Individually


KEVIN J. WILSON

/s/ Kevin J. Wilson           ______________________________
Kevin J. Wilson, Individually

 
ELIZABETH W. WEBER
 
/s/ Elizabeth W. Weber   _______________________________
Elizabeth W. Weber, Individually


THOMAS B. WILSON

/s/ Thomas B. Wilson     _______________________________
Thomas B. Wilson, Individually

 
 
 
 
MARY P. WILSON

/s/ Mary P. Wilson           _______________________________
                                                                Mary P. Wilson, Individually


BRIAN J. WILSON

/s/ Brian J. Wilson            _______________________________
                                                                Brian J. Wilson, Individually
 

 

 
KNOW ALL MEN BY THESE PRESENTS, that the individuals whose signature appears above constitute and appoint James Michael Wilson and Steve Griessel as their agents to sign in any and all capacities this Amendment No. 3 and all further amendments to the Statement on Schedule 13D and to file the same with all exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, granting to such agents full power and authority to do all such other acts and execute all such other documents as he may deem necessary or desirable in connection with the forgoing, as fully as the undersigned might or could do in person, hereby ratifying and confirming that such and agent may lawfully do or cause to be done by virtue hereof.