form8k_21009.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
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Date
of Report (Date of earliest event reported)
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February
5, 2009
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AMERICAN
COMMUNITY PROPERTIES TRUST
(Exact
name of registrant as specified in its charter)
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MARYLAND
(State
or other jurisdiction
of
incorporation)
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1-14369
(Commission
File
Number)
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52-2058165
(I.R.S.
Employer
Identification
No.)
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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))
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Item
5.03
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Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year
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Effective
February 5, 2009, the Company’s Board of Trustees amended Article III, Section
10 of the Company’s Amended and Restated Bylaws, as amended (the “Bylaws”), to
simplify and standardize the overall non-employee Trustee compensation. The
amendment will be applied retroactively to January 1, 2009. The amended
provision is as follows:
“Compensation.
Trustees that are not employees of the Trust or any of its affiliates shall each
receive a fee of $10,000 per quarter. Additionally, the Chairman of the Audit
Committee shall receive an additional $2,500 per quarter; the Chairman of the
Compensation Committee shall receive an additional $750 per quarter; and the
Chairman of the Nominating Committee shall receive an additional $750 per
quarter. All such quarterly fees shall be paid in arrears on the last business
day of the quarter. Trustees may be reimbursed for expenses of attendance, if
any, at each annual, regular or special meeting of the Trustees or of any
committee thereof, and for their expenses, if any, in connection with each
property visit and any other service or activity performed or engaged in as
Trustees, but nothing herein contained shall be construed to preclude any
Trustees from serving the Trust in any other capacity and receiving compensation
therefor. Trustees are eligible to participate in any share incentive plan
adopted for such purpose by the Trust, and shall each receive, immediately
following each annual meeting of shareholders, an annual grant of restricted
shares valued at $30,000 based on the terms of the Company's share incentive
plan, which shall entitle the holder to any dividends declared on the Trust's
common shares and shall become fully vested on the first anniversary of the
grant date.”
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.
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AMERICAN COMMUNITY PROPERTIES
TRUST
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(Registrant)
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Dated:
February 10, 2009
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By:/s/Matthew M. Martin
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Matthew
M. Martin
Chief
Financial Officer
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