-----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, VzB2b8nahkehRdGm6KYnX22MaDpEwB3/b63/tBkJs6t+1rLlqTgp9MO1EhSigmh0 ODhAnmZIgugtrxAJE7EexA== 0000931217-06-000012.txt : 20060606 0000931217-06-000012.hdr.sgml : 20060606 20060606163749 ACCESSION NUMBER: 0000931217-06-000012 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060606 DATE AS OF CHANGE: 20060606 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: 06889627 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 13G 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 13G 1 svr3g.txt SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 Silverleaf Resorts, Inc. - ----------------------------------------- (Name of Issuer) Common Stock, $.01 par value - ----------------------------------------- (Title of Class Securities) 8282395103 - ----------------------------------------- (CUSIP Number) June 5, 2006 - ----------------------------------------- (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: /X/ Rule 13d-1(b) / / Rule 13d-1(c) / / Rule 13d-1(d) *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). SCHEDULE 13G CUSIP NO. 8282395103 PAGE 2 OF 8 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOs. OF ABOVE PERSONS (ENTITIES ONLY). Grace Brothers, Ltd. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(See Instructions) (a)/ / (b)/ / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Illinois Limited Partnership 5 SOLE VOTING POWER NUMBER OF 0 SHARES BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 6,118,825 EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON 0 WITH 8 SHARED DISPOSITIVE POWER 6,118,825 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,118,825 SHARES 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.3% 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN SCHEDULE 13G CUSIP NO. 8282395103 PAGE 3 OF 8 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOs. OF ABOVE PERSONS (ENTITIES ONLY). Bradford T. Whitmore 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(See Instructions) (a)/ / (b)/ / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Illinois Limited Partnership 5 SOLE VOTING POWER NUMBER OF 0 SHARES BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 6,118,825 EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON 0 WITH 8 SHARED DISPOSITIVE POWER 6,118,825 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,118,825 SHARES 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.3% 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN SCHEDULE 13G CUSIP NO. 8282395103 PAGE 4 OF 8 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOs. OF ABOVE PERSONS (ENTITIES ONLY). Grace Investments, Ltd. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(See Instructions) (a)/ / (b)/ / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Illinois Limited Partnership 5 SOLE VOTING POWER NUMBER OF 0 SHARES BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 0 EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON 0 WITH 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 SHARES 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN SCHEDULE 13G CUSIP NO. 8282395103 PAGE 5 OF 8 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOs. OF ABOVE PERSONS (ENTITIES ONLY). Spurgeon Corporation 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(See Instructions) (a)/ / (b)/ / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Illinois Limited Partnership 5 SOLE VOTING POWER NUMBER OF 0 SHARES BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 6,118,825 EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON 0 WITH 8 SHARED DISPOSITIVE POWER 6,118,825 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,118,825 SHARES 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.3% 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN Page 6 of 8 Pages Item 1. (a) Name of Issuer Silverleaf Resorts, Inc. (b) Address of Issuer's Principal Executive Offices 1221 River Bend Drive, Suite 120, Dallas, Texas 75247 Item 2. (a) Name of Person Filing The Statement is filed by Grace Brothers, Ltd. ("Grace") and Grace Investments, Ltd. ("Grace Investments"). Bradford T. Whitmore ("Whitmore") and Spurgeon Corporation ("Spurgeon") are the general partners of Grace and Grace Investments. (b) Address of Principal Business Office or, if none, Residence The business address of Grace, Grace Investments and Whitmore is 1560 Sherman Avenue, Suite 900, Evanston, Illinois 60201. The business of Spurgeon is 290 South County Farm Road, Third Floor, Wheaton, Illinois 60187. (c) Citizenship Grace and Grace Investments are Illinois Limited Partnerships. (d) Title of Class of Securities Common Stock, $.01 par value (e) CUSIP Number 8282395103 Item 3. If this statement is filed pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: (a) ( ) Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); (b) ( ) Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); (c) ( ) Insurance company as defined in section 3 (a)(19) of the Act (15 U.S.C. 78c); (d) ( ) Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); (e) ( ) An investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E); Page 7 of 8 Pages (f) ( ) An employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F); (g) ( ) A parent holding company or control person in accordance with Section 240.13d-1(b)(l)(ii)(G); (h) ( ) A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) ( ) A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) ( ) Group, in accordance with Section 240.13d.-1(b)(l) (ii)(J). Item 4. Ownership (a) Amount beneficially owned Grace beneficially owns 6,118,825 shares of Common Stock. Grace Investments is no longer a beneficial owner of Common Stock. As general partners of Grace and Grace Investments, Whitmore and Spurgeon may be deemed beneficial owners of 6,118,825 shares of Common Stock, although they otherwise disclaim beneficial ownership. (b) Percent of class Grace: 16.3% Grace Investments: 0.0% Whitmore: 16.3% Spurgeon: 16.3% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote 0 (ii) Shared power to vote or to direct the vote Grace: 6,118,825 Grace Investments: 0 Whitmore: 6,118,825 Spurgeon: 6,118,825 (iii) Sole power to dispose or to direct the disposition of 0 (iv) Shared power to dispose or to direct the disposition of Grace: 6,118,825 Grace Investments: 0 Whitmore: 6,118,825 Spurgeon: 6,118,825 Item 5. Ownership of Five Percent or Less of a Class Not applicable Item 6. Ownership of More than Five Percent on Behalf of Another Person No 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. Page 8 of 8 Pages Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company Reporting person is not a parent holding company. Item 8. Identification and Classification of Members of the Group Reporting person is not a member of a group. Item 9. Notice of Dissolution of Group Reporting person is not filing notice of dissolution of a group. Item 10. Certification By signing below the Filers certify that, to the best of their knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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 that 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. June 6, 2006 - ---------------- Date 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 Bradford T. Whitmore By: /s/ Bradford T. Whitmore Name: Bradford T. Whitmore Spurgeon Corporation By: /s/ Jerald A. Trannel Name: Jerald A. Trannel Its: Vice President -----END PRIVACY-ENHANCED MESSAGE-----