-----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, LMeEbTOoHBxsRuGa85Z3VCTxCJ097LhrzuF7m6YI8hQRz53sl4pMgROLmeriTbD6 XyCoTHAqGpPezo68+F1q2A== 0001193125-07-118808.txt : 20070518 0001193125-07-118808.hdr.sgml : 20070518 20070518170200 ACCESSION NUMBER: 0001193125-07-118808 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070518 DATE AS OF CHANGE: 20070518 GROUP MEMBERS: DAVID R. JARVIS GROUP MEMBERS: MALCOM F. MACLEAN IV SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CAPITAL SENIOR LIVING CORP CENTRAL INDEX KEY: 0001043000 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-NURSING & PERSONAL CARE FACILITIES [8050] IRS NUMBER: 752678809 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-53101 FILM NUMBER: 07865456 BUSINESS ADDRESS: STREET 1: 14160 DALLAS PARKWAY STREET 2: SUITE 300 CITY: DALLAS STATE: TX ZIP: 75254 BUSINESS PHONE: 9727705600 MAIL ADDRESS: STREET 1: 14160 DALLAS PARKWAY STREET 2: SUITE 300 CITY: DALLAS STATE: TX ZIP: 75254 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 SC 13D/A 1 dsc13da.htm AMENDMENT NO. 7 TO SCHEDULE 13D Amendment No. 7 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. 7)*

 

 

 

CAPITAL SENIOR LIVING CORPORATION


(Name of Issuer)

 

COMMON STOCK, PAR VALUE $0.01 PER SHARE


(Title of Class of Securities)

 

140475104


(CUSIP number)

 

Malcolm F. MacLean IV

c/o Mercury Real Estate Advisors LLC

Three River Road

Greenwich, CT 06807

(203) 869-9191


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

 

May 16, 2007


(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. 140475104    13D/A    Page 2 of 9 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  

SHARES  

BENEFICIALLY  

OWNED BY  

EACH  

REPORTING  

PERSON  

WITH  

 

  7.    SOLE VOTING POWER

 

                1,181,037

 

  8.    SHARED VOTING POWER

 

                —0—

 

  9.    SOLE DISPOSITIVE POWER

 

                1,181,037

 

10.    SHARED DISPOSITIVE POWER

 

                —0—

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

            1,181,037

   
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)

 

            4.5%*

   
14  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

            OO – Limited Liability Company

   

 

* All percentage ownership reported in this Schedule 13D is based on 26,458,057 shares of Common Stock, par value $0.01 per share, outstanding as reported by the Issuer (as defined below) in its Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 9, 2007.


CUSIP No. 140475104    13D/A    Page 3 of 9 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  

SHARES  

BENEFICIALLY  

OWNED BY  

EACH  

REPORTING  

PERSON  

WITH  

 

  7.    SOLE VOTING POWER

 

                1,181,037

 

  8.    SHARED VOTING POWER

 

                —0—

 

  9.    SOLE DISPOSITIVE POWER

 

                1,181,037

 

10.    SHARED DISPOSITIVE POWER

 

                —0—

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

            1,181,037

   
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)

 

            4.5%

   
14  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

            IN

   

 


CUSIP No. 140475104    13D/A    Page 4 of 9 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  

SHARES  

BENEFICIALLY  

OWNED BY  

EACH  

REPORTING  

PERSON  

WITH  

 

  7.    SOLE VOTING POWER

 

                1,181,037

 

  8.    SHARED VOTING POWER

 

                —0—

 

  9.    SOLE DISPOSITIVE POWER

 

                1,181,037

 

10.    SHARED DISPOSITIVE POWER

 

                —0—

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

            1,181,037

   
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)

 

            4.5%

   
14  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

            IN

   

 


CUSIP No. 140475104    13D/A    Page 5 of 9 pages

This Amendment No. 7 (the “Amendment”) amends and supplements the Schedule 13D as filed on December 2, 2005 and amended on December 22, 2005, April 21, 2006, May 18, 2006, June 21, 2006, October 17, 2006 and December 11, 2006 (the “Schedule 13D”), with respect to the shares of Common Stock, par value $0.01 per share (the “Shares”), of Capital Senior Living Corporation, a Delaware corporation (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:


CUSIP No. 140475104    13D/A    Page 6 of 9 pages

Item 2. Identity and Background.

(a) This statement is being filed by the following persons: Mercury Real Estate Advisors LLC, a Delaware limited liability company (“Advisors”), David R. Jarvis, an individual (“Mr. Jarvis”), and Malcolm F. MacLean IV, an individual (“Mr. MacLean” and collectively with Advisors and Mr. Jarvis, the “Reporting Persons”). Advisors is the investment advisor to the following investment funds that directly hold the Shares reported herein: Mercury Special Situations Fund LP, a Delaware limited partnership; Mercury Special Situations Offshore Fund, Ltd., a British Virgin Island company; Mercury Global Alpha Fund LP, a Delaware limited partnership; Silvercreek SAV LLC, a Delaware limited liability company; and GPC LXV, LLC, a Delaware limited liability company (collectively, the “Funds”). Messrs. Jarvis and MacLean are the managing members of Advisors.

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 $10,192,645.81. 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.

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., Silvercreek SAV LLC, Mercury Global Alpha Fund LP and GPC LXV, LLC owned beneficially 322,308; 403,352; 131,748; 194,548; and 129,081 Shares, respectively, representing approximately 1.2%; 1.5%; 0.5%; 0.7% and 0.5% 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 1,181,037 Shares, constituting 4.5% of the 26,458,057 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 1,181,037 Shares, constituting 4.5% of the 26,458,057 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 1,181,037 Shares, constituting 4.5% of the 26,458,057 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 A attached hereto and incorporated herein by reference.

(d) Not applicable.

(e) Not applicable.


CUSIP No. 140475104    13D/A    Page 7 of 9 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 Board of Directors of Capital Senior Living Corporation, dated December 21, 2005.**
Exhibit B   Letter to the Board of Directors of Capital Senior Living Corporation, dated April 20, 2006.***
Exhibit C   Press Release, dated April 20, 2006.***
Exhibit D   Letter to the Board of Directors of Capital Senior Living Corporation, dated May 17, 2006.****
Exhibit E   Press Release, dated May 17, 2006.****
Exhibit F   Letter to the Board of Directors of Capital Senior Living Corporation, dated June 21, 2006.*****
Exhibit G   Letter to the Chairman of the Board and Secretary of Capital Senior Living Corporation, dated December 8, 2006.******
Exhibit H   Schedule of Transactions in Shares of the Issuer.
Exhibit I   Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.*

* Previously filed with the Schedule 13D on December 2, 2005.
** Previously filed with the Schedule 13D/A on December 22, 2005.
*** Previously filed with the Schedule 13D/A on April 21, 2006.
**** Previously filed with the Schedule 13D/A on May 18, 2006.
***** Previously filed with the Schedule 13D/A on June 21, 2006.
****** Previously filed with the Schedule 13D/A on December 11, 2006.


CUSIP No. 140475104    13D/A    Page 8 of 9 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: May 18, 2007   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. 140475104    13D/A    Page 9 of 9 pages

EXHIBIT INDEX

 

Exhibit A   Letter to the Board of Directors of Capital Senior Living Corporation, dated December 21, 2005.**
Exhibit B   Letter to the Board of Directors of Capital Senior Living Corporation, dated April 20, 2006.***
Exhibit C   Press Release, dated April 20, 2006.***
Exhibit D   Letter to the Board of Directors of Capital Senior Living Corporation, dated May 17, 2006.****
Exhibit E   Press Release, dated May 17, 2006.****
Exhibit F   Letter to the Board of Directors of Capital Senior Living Corporation, dated June 21, 2006.*****
Exhibit G   Letter to the Chairman of the Board and Secretary of Capital Senior Living Corporation, dated December 8, 2006.******
Exhibit H   Schedule of Transactions in Shares of the Issuer.
Exhibit I   Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.*

* Previously filed with the Schedule 13D on December 2, 2005.
** Previously filed with the Schedule 13D/A on December 22, 2005.
*** Previously filed with the Schedule 13D/A on April 21, 2006.
**** Previously filed with the Schedule 13D/A on May 18, 2006.
***** Previously filed with the Schedule 13D/A on June 21, 2006.
****** Previously filed with the Schedule 13D/A on December 11, 2006.


CUSIP No. 140475104    13D/A   

Exhibit H

Schedule of Transactions in Shares of the Issuer

During the Past 60 Days

 

Mercury Global Alpha Fund LP

Date of Transaction        

   Quantity
    Purchased(Sold)(1)    
    Price/Share
        ($)(2)        

4/30/2007

   418     11.67160

5/16/2007

   (14,754 )   11.24383
Silvercreek SAV LLC

Date of Transaction        

   Quantity
    Purchased(Sold)(1)    
    Price/Share
        ($)(2)        

4/30/2007

   281     11.67160
Mercury Special Situations Fund LP

Date of Transaction        

   Quantity
    Purchased(Sold)(1)    
    Price/Share
        ($)(2)        

4/30/2007

   1,715     11.67160

5/16/2007

   (67,015 )   11.24383

5/17/2007

   (32,800 )   11.03913

5/17/2007

   (358,333 )   11.02983
Mercury Special Situations Offshore Fund, Ltd.

Date of Transaction        

   Quantity
    Purchased(Sold)(1)    
    Price/Share
        ($)(2)        

4/30/2007

   2,264     11.67160

5/15/2007

   (15,000 )   11.33133

5/16/2007

   (78,008 )   11.24383

5/17/2007

   (45,100 )   11.03913

5/17/2007

   (491,667 )   11.02983
GPC LXV, LLC

Date of Transaction        

   Quantity
    Purchased(Sold)(1)    
    Price/Share
        ($)(2)        

4/30/2007

   322     11.67160

5/09/2007

   (2,000 )   11.19983

5/14/2007

   (15,000 )   11.52282
Mercury Real Estate Securities Fund LP

Date of Transaction        

   Quantity
    Purchased(Sold)(1)    
    Price/Share
        ($)(2)        

5/16/2007

   (90,223 )   11.24383

(1) All purchases/sales were effected through open market or privately negotiated transactions.
(2) Inclusive of brokerage commissions.
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