0001104659-05-061042.txt : 20051215 0001104659-05-061042.hdr.sgml : 20051215 20051215161342 ACCESSION NUMBER: 0001104659-05-061042 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20051215 DATE AS OF CHANGE: 20051215 GROUP MEMBERS: CAP ROCK ENERGY CORPORATION SHAREHOLDERS TRUST GROUP MEMBERS: NEWELL TATE GROUP MEMBERS: ROBERT G. HOLMAN FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SCHWARTZ ALFRED J CENTRAL INDEX KEY: 0001196543 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2765 FM 3093 CITY: GARDEN CITY STATE: TX ZIP: 79739 BUSINESS PHONE: 9156835422 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CAP ROCK ENERGY CORP CENTRAL INDEX KEY: 0001129162 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 752794300 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78508 FILM NUMBER: 051266810 BUSINESS ADDRESS: STREET 1: 500 WEST WALL STREET SUITE 400 CITY: MIDLAND STATE: TX ZIP: 79701 BUSINESS PHONE: 2142373223 MAIL ADDRESS: STREET 1: 500 WEST WALL STREET SUITE 400 CITY: MIDLAND STATE: TX ZIP: 79701 SC 13D/A 1 a05-21814_1sc13da.htm AMENDMENT

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 2 )*

Cap Rock Energy Corporation

(Name of Issuer)

Common Stock, par value $.01 per share

(Title of Class of Securities)

13910R 10 2

(CUSIP Number)

Ronald W. Lyon

Cap Rock Energy Corporation Shareholders’ Trust

115 S. Travis Street

Sherman, Texas 75090

(903)813-0377

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

December 5, 2005

(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. o

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. 13910R 10 2

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Cap Rock Energy Corporation Shareholders’ Trust

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) N/A

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Texas

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 323,903

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 323,903

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 323,903

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 18.28%*

	14.	Type of Reporting Person (See Instructions) OO

* The percent is calculated pursuant to Section 13(d)(3) of the Securities Exchange Act.

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Alfred J. Schwartz

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) N/A

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization USA

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 323,903

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 323,903

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 323,903

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 18.28%*

	14.	Type of Reporting Person (See Instructions) IN

* The percent is calculated pursuant to Section 13(d)(3) of the Securities Exchange Act

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Robert G. Holman

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) N/A

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization USA

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 0

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 0

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 0

	14.	Type of Reporting Person (See Instructions) IN

* The percent is calculated pursuant to Section 13(d)(3) of the Securities Exchange Act

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Newell Tate

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) N/A

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization USA

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 20,304

			8.	Shared Voting Power 323,903

			9.	Sole Dispositive Power 20,304

			10.	Shared Dispositive Power 323,903

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 344,207

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 19.43%*

	14.	Type of Reporting Person (See Instructions) IN

* The percent is calculated pursuant to Section 13(d)(3) of the Securities Exchange Act

Item 1.	Security and Issuer
This Schedule 13D relates to the common stock, par value $.01 per share, of Cap Rock Energy Corporation (the “Company” or the “Issuer”), a publicly held corporation. This Statement supplements and amends the statement on Schedule 13D originally filed by the Cap Rock Energy Corporation Shareholders’ Trust (the Trust”) and its Trustees, Alfred J. Schwartz and Robert G. Holman, with the Commission on October 3, 2002 (as amended, the "Schedule 13D"), as amended by Amendment Number 1, filed January 7, 2005. This Amendment Number 2 also adds Newell Tate as a trustee for the trust, replacing Robert Holman, who is deceased.
The address of the principal executive office of the Company is 500 West Wall Street, Suite 400, Midland, Texas 79701.

Item 2.	Identity and Background
This statement is filed on behalf of the Cap Rock Energy Corporation Shareholders' Trust (the "Trust") and its Trustees, Alfred J. Schwartz, Robert G. Holman (deceased), and Newell Tate. The Trust and its Trustees are sometimes referred to herein as the "Reporting Persons." This statement is also being filed to reflect that Robert Holman (deceased), no longer is a Trustee of the Trust and has no direct or indirect interest in the shares held by the trust. Newell Tate became a Trustee of the Trust on December 5, 2005, replacing Robert Holman. The Trust was established by the Issuer under the laws of the State of Texas. The Trust has no activities beyond those granted in the trust document and relates to the holding of 323,903 shares of the Issuer (the "Shares"), on behalf of former members of Cap Rock Electric Cooperative, Inc. (the "Cooperative") whose current addresses are unknown and who would have received those Shares in connection with the conversion of the Cooperative into the Company. The principal business address of the Trust is 115 S. Travis Street, Sherman, Texas 75090. As a result of their positions as Trustees of the Trust, Alfred J. Schwartz and Newell Tate are also filing this Schedule. They are deemed to be indirect beneficial owners of the Shares because of their voting and investment powers as Trustees. The Trust and each of the Trustees disclaim beneficial interest in any of the Shares reported in the Trust. Newell Tate owns 20,304 shares of the Company on his own behalf, and has sole voting power over those shares. Alfred J. Schwartz is a farmer and businessman whose address is 2765 FM 3093, Garden City, Texas 79739. Newell Tate is a farmer and businessman whose address is P.O. Box 71, Tarzan, Texas 79783. The Trustees are citizens of the United States of America. During the last five years, none of the Reporting Persons have been convicted of a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of which they are subject to a judgment, decree or final order enjoining future violations or prohibiting or mandating activities subject to federal or state securities laws or violations with respect to such laws.


Item 5.	Interest in Securities of the Issuer
(a) Based on information provided by the Company, the Company had 1,771,423 shares of common stock outstanding as of December 5, 2005. The aggregate number of shares held by the Trust is 323,903, representing 18.28% of the outstanding shares.

(b) For each Reporting Person:

	Shareholders’ Trust	Alfred J. Schwartz	Robert G. Holman	Newell Tate

1. Sole power to vote or to direct vote:	0	0	0	20,304

2. Shared power to vote or to direct vote:	323,903	323,903	0	323,903

3. Sole power to dispose or to direct the disposition:	0	0	0	20,304

4. Shared power to dispose or to direct disposition:	323,903	323,903	0	323,903

Alfred J. Schwartz and Newell Tate, as Trustees of the Trust, have shared power to vote and dispose of the Shares, subject to the restrictions contained in the Trust Agreement, as amended, and the Voting Agreement. Newell Tate has sole power to vote and dispose of 20,304 shares which are owned on his own behalf. See Item 2 for a description of the Identity and Background of the Trustees.

		Number
Date		of Shares
11/23/05		26
10/17/05		8

Because the Cap Rock Energy common stock was transferred directly to each beneficial owner and no amount was paid or received in connection with the transfers, there are no dollar values recorded herein.

Alfred J. Schwartz received 17,500 of issuer’s common stock on July 1, 2003, that were previously deferred as Director compensation. The value of the shares was $306,425 on July 1, 2003, based on the market closing price of $17.51.

No transactions were effected during the past sixty days in shares of the Issuer in connection with the Trust or the individual Trustees.

(d) No person other than a Reporting Person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities covered by this Schedule.

(e) Not applicable.

Item 7.

Material to Be Filed as Exhibits

Exhibit No.		Description

99.8.		Joint Filing Agreement

Signature

After reasonable 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.

Date: December 14, 2005	Cap Rock Energy Corporation Shareholders’ Trust
	By:	/s/ Alfred J. Schwartz
	Name: Alfred J. Schwartz
	Title: Trustee

Date: December 14, 2005	Cap Rock Energy Corporation Shareholders’ Trust
	By:	/s/ Newell Tate
	Name: Newell Tate
	Title: Trustee

Date: December 14, 2005	Alfred J. Schwartz, Individually
	By:	/s/ Alfred J. Schwartz
	Alfred J. Schwartz

Date: December 14, 2005	Newell Tate, Individually
	By:	/s/ Newell Tate
	Newell Tate

EX-99.8 2 a05-21814_1ex99d8.htm EXHIBIT 99

EXHIBIT 99.8

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, $.01 par value, of Cap Rock Energy Corporation, and that this Agreement be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this?? 14th day of December, 2005.

CAP ROCK ENERGY CORPORATION SHAREHOLDERS’ TRUST

	By:	/s/ ALFRED J. SCHWARTZ
		Name: Alfred J. Schwartz
		Title: Trustee

	By:	/s/ Newell Tate
		Name: Newell Tate
		Title: Trustee


	Alfred J. Schwartz, Individually

	/s/ ALFRED J. SCHWARTZ
	Alfred J. Schwartz


	Newell Tate, Individually

	/s/ Newell Tate
	Newell Tate

Under the Securities Exchange Act of 1934 (Amendment No. 2 )*

Signature

Under the Securities Exchange Act of 1934
(Amendment No. 2 )*