-----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, WIypUE4YJ7MdKg5tHpRfN9n40w41Qs2dohcXHA7qUWTykX7l0xBY7DftlstX9WLr xJ9HyGrEPbMW2n79r0QJ9w== 0000919574-05-003620.txt : 20051104 0000919574-05-003620.hdr.sgml : 20051104 20051104145428 ACCESSION NUMBER: 0000919574-05-003620 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20051104 DATE AS OF CHANGE: 20051104 GROUP MEMBERS: ANDREEFF EQUITY ADVISORS, LLC 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 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-52949 FILM NUMBER: 051179920 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: ANDREEFF DANE CENTRAL INDEX KEY: 0001201810 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O ANDREEFF EQUITY ADVISORS LLC STREET 2: 450 LAUREL STREET STE 2105 CITY: BATON ROUGE STATE: LA ZIP: 70801 BUSINESS PHONE: 2253447780 MAIL ADDRESS: STREET 1: C/O ANDREEFF EQUITY ADVISORS LLC STREET 2: 450 LAUREL ST STE 2105 CITY: BATON ROUGE STATE: LA ZIP: 70801 SC 13G 1 d614149_13-g.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No.____________) Silverleaf Resorts, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.01 par value per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 828395103 - -------------------------------------------------------------------------------- (CUSIP Number) November 1, 2005 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [_] Rule 13d-1(b) [X] Rule 13d-1(c) [_] Rule 13d-1(d) - ---------- The information required in 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 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. 828395103 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Dane Andreeff 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 1,969,055 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 1,969,055 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,969,055 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.3% 12. TYPE OF REPORTING PERSON IN ________________________________________________________________________________ CUSIP No. 828395103 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Andreeff Equity Advisors, L.L.C. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 1,969,055 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 1,969,055 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,969,055 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.3% 12. TYPE OF REPORTING PERSON OO ________________________________________________________________________________ CUSIP No. 828395103 --------------------- Item 1(a). Name of Issuer: Silverleaf Resorts, Inc. ____________________________________________________________________ Item 1(b). Address of Issuer's Principal Executive Offices: 1221 River Bend Drive Suite 120 Dallas, Texas 75247 ____________________________________________________________________ Item 2(a). Name of Persons Filing: Dane Andreeff Andreeff Equity Advisors, L.L.C. ____________________________________________________________________ Item 2(b). Address of Principal Business Office, or if None, Residence: 450 Laurel Street Suite 2105 Baton Rouge, Louisiana 70801 ___________________________________________________________________ Item 2(c). Citizenship: Dane Andreeff= -- United States of America Andreeff Equity Advisors, L.L.C. -- Delaware ____________________________________________________________________ Item 2(d). Title of Class of Securities: Common Stock, $0.01 par value per share ____________________________________________________________________ Item 2(e). CUSIP Number: 828395103 ____________________________________________________________________ Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: (a) [_] Broker or dealer registered under Section 15 of the Exchange Act. (b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act. (c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange Act. (d) [_] Investment company registered under Section 8 of the Investment Company Act. (e) [_] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f) [_] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) [_] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) [_] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; (i) [_] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; (j) [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: Dane Andreeff -- 1,969,055 Andreeff Equity Advisors, L.L.C. - 1,969,055 ______________________________________________________________________ (b) Percent of class: Dane Andreeff - 5.3% Andreeff Equity Advisors, L.L.C. - 5.3% ______________________________________________________________________ (c) Number of shares as to which such person has: Dane Andreeff (i) Sole power to vote or to direct the vote 0 _______________________, (ii) Shared power to vote or to direct the vote 1,969,055 _____________________, (iii) Sole power to dispose or to direct the 0 disposition of _____________________, (iv) Shared power to dispose or to direct the 1,969,055 disposition of _____________________. Andreeff Equity Advisors, L.L.C. (i) Sole power to vote or to direct the vote 0 _______________________, (ii) Shared power to vote or to direct the vote 1,969,055 _____________________, (iii) Sole power to dispose or to direct the 0 disposition of _____________________, (iv) Shared power to dispose or to direct the 1,969,055 disposition of _____________________. Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities check the following [ ]. N/A _______________________________________________________________________ Item 6. Ownership of More Than Five Percent on Behalf of Another Person. If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. N/A _______________________________________________________________________ Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. If a parent holding company or Control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. N/A _______________________________________________________________________ Item 8. Identification and Classification of Members of the Group. If a group has filed this schedule pursuant to s.240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to s.240.13d-1(c) or s.240.13d-1(d), attach an exhibit stating the identity of each member of the group. N/A _______________________________________________________________________ Item 9. Notice of Dissolution of Group. Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5. N/A ______________________________________________________________________ Item 10. Certifications. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect. 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. November 4, 2005 ---------------------------------------- (Date) /s/ Dane Andreeff* _______________________ Dane Andreeff Andreeff Equity Advisors, L.L.C. * By: /s/ Dane Andreeff __________________________ Name: Dane Andreeff Title: Managing Member *The Reporting Persons disclaim beneficial ownership in the shares reported herein except to the extent of their pecuniary interest therein. Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties for whom copies are to be sent. Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001). EXHIBIT A In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned does hereby consent and agree to the joint filing on behalf of each of them of a statement on Schedule 13G and all amendments thereto with respect to the Common Stock, $0.01 par value per share of Silverleaf Resorts, Inc. beneficially owned by each of them, and the inclusion of this Joint Filing Agreement as an exhibit thereto. Dated: November 4, 2005 /s/ Dane Andreeff _____________________________ Dane Andreeff Andreeff Equity Advisors, L.L.C. By: /s/ Dane Andreeff _____________________________ Name: Dane Andreeff Title: Managing Member 03993.0001 #614149 -----END PRIVACY-ENHANCED MESSAGE-----