AMENDMENT NO. 2 TO SCHEDULE 13D/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D/A

 

 

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

 

 

 

TEXAS PACIFIC LAND TRUST

(Name of Issuer)

 

 

Sub-share Certificates in Certificates of Proprietary Interest, par value $0.16 2/3 each

(Title of Class of Securities)

 

 

882610108

(CUSIP number)

 

 

Malcolm F. MacLean IV

c/o Mercury Real Estate Advisors LLC

100 Field Point Road

Greenwich, CT 06830

(203) 869-9191

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

 

February 1, 2006

(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 §§240.13d-1(e), 240.13d-1(f) 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 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).

CUSIP No. 882610108   13D/A   Page 2 of 10 pages

 

  1  

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

            Mercury Real Estate Advisors LLC

    
  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ¨

(b)  ¨

    
  3  

SEC USE ONLY

 

    
  4  

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

            WC

    
  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

   ¨
  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

            Delaware

    

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  

  7    SOLE VOTING POWER

 

                125,150

  8    SHARED VOTING POWER

 

                —0—

  9    SOLE DISPOSITIVE POWER

 

                125,150

10    SHARED DISPOSITIVE POWER

 

                —0—

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

            125,150

    
12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

  

¨

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

            5.8%*

    
14  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

            OO – Limited Liability Company

    

 

* All percentage ownership reported in this Schedule 13D is based on 2,169,075 Sub-share Certificates in Certificates of Proprietary Interest, par value $0.16 2/3 each, outstanding as reported by the Issuer (as defined below) in its 10-Q, filed with the Securities and Exchange Commission on November 8, 2005.

CUSIP No. 882610108   13D/A   Page 3 of 10 pages

 

  1  

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

            David R. Jarvis

    
  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ¨

(b)  ¨

    
  3  

SEC USE ONLY

 

    
  4  

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

            WC

    
  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

   ¨
  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

            United States

    

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  

  7    SOLE VOTING POWER

 

                125,150

  8    SHARED VOTING POWER

 

                —0—

  9    SOLE DISPOSITIVE POWER

 

                125,150

10    SHARED DISPOSITIVE POWER

 

                —0—

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

            125,150

    
12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

  

¨

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

            5.8%

    
14  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

            IN

    

 

 

CUSIP No. 882610108   13D/A   Page 4 of 10 pages

 

  1  

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

            Malcolm F. MacLean IV

    
  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ¨

(b)  ¨

    
  3  

SEC USE ONLY

 

    
  4  

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

            WC

    
  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

   ¨
  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

            United States

    

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  

  7    SOLE VOTING POWER

 

                125,150

  8    SHARED VOTING POWER

 

                —0—

  9    SOLE DISPOSITIVE POWER

 

                125,150

10    SHARED DISPOSITIVE POWER

 

                —0—

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

            125,150

    
12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

  

¨

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

            5.8%

    
14  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

            IN

    

 

 

CUSIP No. 882610108   13D/A   Page 5 of 10 pages

 

This Amendment No. 2 (the “Amendment”) amends and supplements the Schedule 13D as filed on October 24, 2005 and amended on January 20, 2006 (the “Schedule 13D”), with respect to the sub-share certificates in certificates of proprietary interest, par value $0.16 2/3 each (the “Shares”), of Texas Pacific Land Trust (the “Issuer”). Capitalized terms used herein but not defined shall have the meanings ascribed thereto in the Schedule 13D. The Schedule 13D is hereby amended and supplemented as follows:

 

Item 3. Source and Amount of Funds or Other Consideration.

 

The total amount of funds required by the Reporting Persons to acquire the Shares was $13,028,400.26. Each of the Funds used its own assets to purchase such Shares, which may at any given time include funds borrowed in the ordinary course in their margin accounts.

CUSIP No. 882610108   13D/A   Page 6 of 10 pages

 

Item 5. Interest in Securities of the Issuer.

 

(a) and (b) As of the date hereof, Mercury Special Situations Fund LP, Mercury Special Situations Offshore Fund, Ltd., Silvercrest Real Estate Fund (International), Silvercrest Real Estate Fund, Mercury Real Estate Securities Fund LP, Mercury Real Estate Securities Offshore Fund, Ltd. and Silvercreek SAV LLC owned beneficially 54,970, 57,217, 4,141, 1,740, 750, 973 and 5,359 Shares, respectively, representing approximately 2.5%, 2.6%, 0.2%, 0.1, 0.03%, 0.04% and 0.3%, respectively, of the Shares of the Issuer outstanding as reported in publicly available information.

 

As of the date hereof, Advisors, in its capacity as investment advisor of the Funds, may be deemed to be the beneficial owner of 125,150 Shares, constituting 5.8% of the 2,169,075 Shares of the Issuer outstanding as reported in publicly available information.

 

As of the date hereof, Mr. Jarvis, in his capacity as a Managing Member of Advisors, may be deemed to be the beneficial owner of 125,150 Shares, constituting 5.8% of the 2,169,075 Shares of the Issuer outstanding as reported in publicly available information.

 

As of the date hereof, Mr. MacLean, in his capacity as a Managing Member of Advisors, may be deemed to be the beneficial owner of 125,150 Shares, constituting 5.8% of the 2,169,075 Shares of the Issuer outstanding as reported in publicly available information.

 

(c) Information with respect to all transactions in the Shares beneficially owned by the Reporting Persons that were effected during the past sixty days is set forth in Exhibit B attached hereto and incorporated herein by reference.

 

(d) Not applicable.

 

(e) Not applicable.

 

 

CUSIP No. 882610108   13D/A   Page 7 of 10 pages

 

Item 7. Material to be Filed as Exhibits.

 

The following documents are filed as exhibits to this Schedule 13D:
Exhibit A   Letter to the General Agent of Texas Pacific Land Trust, dated October 24, 2005*
Exhibit B   Schedule of Transactions in Shares of the Issuer
Exhibit C   Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Exchange Act of 1934, as amended*

 

*Previously filed with the Schedule 13D on October 24, 2005.

CUSIP No. 882610108   13D/A   Page 8 of 10 pages

 

SIGNATURES

 

After reasonable inquiry and to the best of his, her or its knowledge and belief, each of the persons signing below certifies that the information set forth in this statement is true, complete and correct.

 

Date: February 2, 2006   MERCURY REAL ESTATE ADVISORS LLC
   

/s/ Malcolm F. MacLean IV

    Signature
   

Malcolm F. MacLean IV, Managing Member

    Name/Title
   

/s/ Malcolm F. MacLean IV

    Signature
   

/s/ David R. Jarvis

    Signature

CUSIP No. 882610108   13D/A   Page 9 of 10 pages

 

EXHIBIT INDEX

 

 

Exhibit A   Letter to the General Agent of Texas Pacific Land Trust, dated October 24, 2005*
Exhibit B   Schedule of Transactions in Shares of the Issuer
Exhibit C   Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Exchange Act of 1934, as amended*

 

        *Previously filed with the Schedule 13D on October 24, 2005.

CUSIP No. 882610108   13D/A   Page 10 of 10 pages

 

Exhibit B

 

Schedule of Transactions in Shares of the Issuer

During the Past 60 Days

 

Mercury Special Situations Fund LP

Date of Transaction

    Quantity
Purchased(Sold)(1)
     Price/Share
($)(2)

12/20/2005

    300     143.7167

12/27/2005

    100     142.0100

12/29/2005

    200     144.3850

12/30/2005

    301     147.4500

01/03/2006

    100     149.0100

01/13/2006

    (10148 )   146.8121

01/17/2006

    (4400 )   142.3511

1/19/2006

    (104 )   141.0318

2/1/2006

    (7116 )   141.0090

2/1/2006

    (9748 )   141.4800
Mercury Special Situations Offshore Fund, Ltd.

Date of Transaction

    Quantity
Purchased(Sold)(1)
     Price/Share
($)(2)

12/02/2005

    100     152.0100

12/09/2005

    100     150.0100

12/14/2005

    300     149.7100

12/16/2005

    200     147.0550

12/27/2005

    (500 )   141.4856

12/28/2005

    400     143.7525

12/30/2005

    1499     147.4500

01/13/2006

    (12936 )   146.8121

01/13/2006

    1300     146.0292

1/19/2006

    (6396 )   141.0319

2/1/2006

    (8274 )   141.0090

2/1/2006

    11066     141.4800
Silvercrest Real Estate Fund (International)

Date of Transaction

    Quantity
Purchased(Sold)(1)
     Price/Share
($)(2)

12/08/2005

    100     150.0100

01/18/2006

    (1900 )   142.0014

01/18/2006

    (5000 )   141.9766

1/20/2006

    (600 )   140.9860

1/27/2006

    (2900 )   141.2360

2/1/2006

    (2196 )   141.0090

2/1/2006

    (1870 )   141.4800
Silvercrest Real Estate Fund

Date of Transaction

    Quantity
Purchased(Sold)(1)
     Price/Share
($)(2)

01/13/2006

    (1116 )   146.8121

1/27/2006

    (100 )   141.2360

2/1/2006

    (417 )   141.0090

2/1/2006

    (765 )   141.4800
Mercury RealEstate Securities Fund LP

Date of Transaction

    Quantity
Purchased(Sold)(1)
     Price/Share
($)(2)

1/19/2006

    427     141.3100
Mercury Real Estate Securities Offshore Fund, Ltd.

Date of Transaction

    Quantity
Purchased(Sold)(1)
     Price/Share
($)(2)

12/21/2005

    300     147.0067

1/19/2006

    573     141.3100
(1) All purchases/sales were effected through open market or privately negotiated transactions.
(2) Inclusive of brokerage commissions.