-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QmZze44Sdljox7UFjYY16w8+2aH4V/cJQ2wh0PWa2pE7cUb0Ao36LubL2zvZg6tE KlFhyKITaNEMEoiHK3yT/g== 0000931217-03-000045.txt : 20031217 0000931217-03-000045.hdr.sgml : 20031217 20031217164736 ACCESSION NUMBER: 0000931217-03-000045 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20031217 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SILVERLEAF RESORTS INC CENTRAL INDEX KEY: 0001033032 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE AGENTS & MANAGERS (FOR OTHERS) [6531] IRS NUMBER: 752259890 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-52949 FILM NUMBER: 031060410 BUSINESS ADDRESS: STREET 1: 1221 RIVERBEND DR STREET 2: SUITE 120 CITY: DALLAS STATE: TX ZIP: 75247 BUSINESS PHONE: 2146311166 MAIL ADDRESS: STREET 1: 1221 RIVERBEND DR STREET 2: SUITE 120 CITY: DALLAS STATE: TX ZIP: 75247 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GRACE BROTHERS LTD CENTRAL INDEX KEY: 0000931217 IRS NUMBER: 363417056 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1560 SHERMAN AVE SUITE 900 CITY: EVANSTON STATE: IL ZIP: 60201 BUSINESS PHONE: 8477331230 MAIL ADDRESS: STREET 1: 1560 SHERMAN AVE SUITE 900 CITY: EVANSTON STATE: IL ZIP: 60201 SC 13D/A 1 svr3d1.txt SCHEDULE 13D AMENDMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) Silverleaf Resorts, Inc. (Name of Issuer) COMMON STOCK, par value $.01 (Title of Class of Securities) 828395103 (CUSIP Number) David J. Allen, Esquire 290 South County Farm Road, Third Floor Wheaton, Illinois 60187-4526 Telephone: (630) 588-7200 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 12, 2003 (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 which is the subject of this Schedule 13D, and is filing this schedule because of Section 240.13d-l(e), 240.13d-l(f) or 240.13d-l(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 Section 240.13d-7(b) 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). 2 Schedule 13D/A CUSIP No. 8282395103 Page 2 of 7 Pages 1. Names of Reporting Person S.S. OR I.R.S. Identification No. of Above Persons Grace Brothers, Ltd. 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) OO 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization Illinois Limited Partnership 7 Sole Voting Power Number of 0 Shares 8 Shared Voting Power Beneficially 8,077,219 shares Owned by Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 8,077,219 shares 11. Aggregate Amount Beneficially Owned by Each Reporting Person 8,077,219 shares 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See instructions) [ ] 13. Percent of Class Represented by Amount in Row (11) 21.9% 14. Type of Reporting Person (See instructions) PN, BD 3 Schedule 13D/A CUSIP No. 828395103 Page 3 of 7 Pages 1. Names of Reporting Person S.S. OR I.R.S. Identification No. of Above Persons Bradford T. Whitmore 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) OO 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization United States 7 Sole Voting Power Number of 0 Shares Beneficially 8 Shared Voting Power Owned by 12,071,426 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 12,071,426 11. Aggregate Amount Beneficially Owned by Each Reporting Person 12,071,426 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See instructions) [ ] 13. Percent of Class Represented by Amount in Row (11) 32.8% 14. Type of Reporting Person (See instructions) IN 4 Schedule 13D/A CUSIP No. 828395103 Page 4 of 7 Pages 1. Names of Reporting Person S.S. OR I.R.S. Identification No. of Above Persons Grace Investments, Ltd. 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) OO 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization United States 7 Sole Voting Power Number of 0 Shares Beneficially 8 Shared Voting Power Owned by 3,994,206 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 3,994,206 11. Aggregate Amount Beneficially Owned by Each Reporting Person 3,994,206 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See instructions) [ ] 13. Percent of Class Represented by Amount in Row (11) 10.8% 14. Type of Reporting Person (See instructions) PN 5 Schedule 13D/A CUSIP No. 828395103 Page 5 of 7 Pages 1. Names of Reporting Person S.S. OR I.R.S. Identification No. of Above Persons Spurgeon Corporation 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) OO 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization Illinois Corporation 7 Sole Voting Power Number of 0 Shares Beneficially 8 Shared Voting Power Owned by 12,071,426 shares Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 12,071,426 shares 11. Aggregate Amount Beneficially Owned by Each Reporting Person 12,071,426 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See instructions) [ ] 13. Percent of Class Represented by Amount in Row (11) 32.8% 14. Type of Reporting Person (See instructions) CO 6 Page 6 of 7 Pages The undersigned, Grace Brothers, Ltd. ("Grace") hereby amends its Schedule 13D as filed on May 17, 2002 relating to the Common Stock of Silverleaf Resorts, Inc. Unless otherwise indicated, all capitalized terms used herein but not defined herein shall have the same meaning as set forth in the Schedule 13D. Except as set forth herein, the Schedule 13D, as previously amended, remains unchanged. Item 5. Interest in Securities of the Issuer (a) As of the date of this filing, Grace beneficially owns 8,077,219 shares of Common Stock, representing approximately 21.9% of the outstanding shares of Common Stock. Grace Investments beneficially owns 3,994,206 shares of Common Stock, representing approximately 10.8% of the outstanding shares of Common Stock. As general partners of Grace and Grace Investments, Whitmore and Spurgeon may be deemed beneficial owners of 12,071,426 shares of Common Stock, or 32.8% of the outstanding shares of Common Stock, although they otherwise disclaim beneficial ownership. (b) Grace: shared voting power (with Whitmore and Spurgeon) 8,077,219 Shares Grace Investments: shared voting power (with Whitmore and Spurgeon) 3,994,206 Shares Whitmore: shared voting power (with Grace and Spurgeon) 12,071,426 Shares Spurgeon: shared voting power (with Grace and Whitmore) 12,071,426 Shares (c) The transactions effected by the Filers during the past 60 days are set forth in Schedule A. 7 Page 7 of 7 Pages SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this Statement with respect to it is true, complete and correct. Dated: December 17, 2003 Grace Brothers, Ltd. By: /s/ Bradford T. Whitmore Name: Bradford T. Whitmore Its: General Partner Grace Investments, Ltd. By: /s/ Bradford T. Whitmore Name: Bradford T. Whitmore Its: General Partner Spurgeon Corporation By: /s/ David J. Allen Name: David J. Allen Its: Vice President SCHEDULE A TRADE ACTIVITY FOR SILVERLEAF RESORTS, INC. EFFECTED BY GRACE BROTHERS, LTD. FOR THE PERIOD ENDING December 17, 2003. (ALL ACTIVITY WAS EXECUTED OVER THE COUNTER)
Amount of Price per Date Security Shares Sold Share 12/12/2003 Common Stock 500,000 $.47
-----END PRIVACY-ENHANCED MESSAGE-----