form8k_032808.htm

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)
March 28, 2008



AMERICAN COMMUNITY PROPERTIES TRUST
(Exact name of registrant as specified in its charter)



MARYLAND
(State or other jurisdiction
of incorporation)
1-14369
(Commission
File Number)
52-2058165
(I.R.S. Employer
Identification No.)
 
 


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 since 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:

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


 
 
 


Item 8.01
Other Events.

On March 28, 2008, American Community Properties Trust reported that the special committee of its Board of Trustees is currently exploring the possible restructuring of the Company so that it may elect to be treated as a real estate investment trust (“REIT”) for U.S. federal income tax purposes (the “Restructuring Transaction”), as proposed by the family of J. Michael Wilson, the Company’s Chairman and CEO, the Company’s majority shareholders (the “Wilson Family”).  A copy of the press release is attached as Exhibit 99.1.

Item 9.01
Financial Statements and Exhibits.

(c)
Exhibits
 
99.1




SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
AMERICAN COMMUNITY PROPERTIES TRUST
 
                          (Registrant)
   
Dated:  March 28, 2008
By: /s/ Cynthia L. Hedrick
 
    Cynthia L. Hedrick
    Executive Vice President and Chief Financial Officer