Amendment No. 1 to Schedule 13D

-----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, Gj0H7D0dDo5aGT5STzXNFtCfP2jbdfChNriewNC5fidEmqThxo8RuyA5+MkC4mqc q/4W+ecgqhQtnc7/rlRyGQ== 0001193125-06-009413.txt : 20060120 0001193125-06-009413.hdr.sgml : 20060120 20060120172124 ACCESSION NUMBER: 0001193125-06-009413 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060120 DATE AS OF CHANGE: 20060120 GROUP MEMBERS: DAVID R. JARVIS GROUP MEMBERS: MALCOLM F. MACLEAN IV FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MERCURY REAL ESTATE ADVISORS LLC CENTRAL INDEX KEY: 0001264188 IRS NUMBER: 113677992 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 100 FIELD POINT ROAD CITY: GREENWICH STATE: CT ZIP: 06830 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TEXAS PACIFIC LAND TRUST CENTRAL INDEX KEY: 0000097517 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE DEALERS (FOR THEIR OWN ACCOUNT) [6532] IRS NUMBER: 750279735 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-38472 FILM NUMBER: 06541583 BUSINESS ADDRESS: STREET 1: 1700 PACIFIC AVE STREET 2: STE 1670 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2149695530 MAIL ADDRESS: STREET 1: 1700 PACIFIC AVE STREET 2: STE 1670 CITY: DALLAS STATE: TX ZIP: 75201 SC 13D/A 1 dsc13da.htm AMENDMENT NO. 1 TO SCHEDULE 13D Amendment No. 1 to Schedule 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

TEXAS PACIFIC LAND TRUST

(Name of Issuer)

Sub-share Certificates in Certificates of Proprietary Interest, par value $0.16²/3 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)

January 18, 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

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7 SOLE VOTING POWER

173,750

8 SHARED VOTING POWER

—0—

9 SOLE DISPOSITIVE POWER

173,750

10 SHARED DISPOSITIVE POWER

—0—


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 173,750
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) 8.0%^*
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 $0.16²/3 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

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7 SOLE VOTING POWER

173,750

8 SHARED VOTING POWER

—0—

9 SOLE DISPOSITIVE POWER

173,750

10 SHARED DISPOSITIVE POWER

—0—


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 173,750
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) 8.0%
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

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7 SOLE VOTING POWER

173,750

8 SHARED VOTING POWER

—0—

9 SOLE DISPOSITIVE POWER

173,750

10 SHARED DISPOSITIVE POWER

—0—


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 173,750
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) 8.0%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN


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

This Amendment No. 1 (the “Amendment”) amends and supplements the Schedule 13D as filed on October 24, 2005 (the “Schedule 13D”), with respect to the sub-share certificates in certificates of proprietary interest, par value $0.16²/3 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 $19,894,012.10. 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 71,834, 77,007, 11,707, 3,022, 750, 973 and 8,457 Shares, respectively, representing approximately 3.3%, 3.6%, 0.5%, 0.1%, 0.03%, 0.04% and 0.4%, 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 173,750 Shares, constituting 8.0% 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 173,750 Shares, constituting 8.0% 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 173,750 Shares, constituting 8.0% 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: January 20, 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 A

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)
11/21/2005	300		149.3033
11/28/2005	200		151.0900
11/29/2005	600		150.8767
12/20/2005	300		143.7167
12/27/2005	100		142.0100
12/29/2005	200		144.3850
12/30/2005	301		147.4500
1/03/2006	100		149.0100
1/13/2006	(10,148	)	146.8121
1/17/2006	(4,400	)	142.3511
1/19/2006	(104	)	141.0318

Mercury Special Situations Offshore Fund, Ltd.

Date of Transaction	Quantity Purchased(Sold)(1)		Price/Share ($)(2)
11/30/2005	700		153.4014
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	1,499		147.4500
1/13/2006	(12,936	)	146.8121
1/13/2006	1,300		146.0292
1/19/2006	(6396	)	141.0319

Silvercrest Real Estate Fund (International)

Date of Transaction	Quantity Purchased(Sold)(1)		Price/Share ($)(2)
12/08/2005	100		150.0100
1/18/2006	(1,900	)	142.0014
1/18/2006	(5,000	)	141.9766

Silvercrest Real Estate Fund

Date of Transaction	Quantity Purchased(Sold)(1)		Price/Share ($)(2)
1/13/2006	(1,116	)	146.8121

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.

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