Amendment No. 12 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, EXqXml7UXsB5HeIJxD8eJcRyCsNFmzcJ617UVCcQq0j7ZDBYlsGEjEi64Oj8KlJ7 jz99imHLZOW31qU7FkBzTQ== 0001193125-08-047844.txt : 20080305 0001193125-08-047844.hdr.sgml : 20080305 20080305161459 ACCESSION NUMBER: 0001193125-08-047844 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080305 DATE AS OF CHANGE: 20080305 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: 08668002 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. 12 TO SCHEDULE 13D Amendment No. 12 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. 12)*

TEXAS PACIFIC LAND TRUST

(Name of Issuer)

Sub-share Certificates in Certificates of Proprietary Interest, par value $0.03¹/3 each

(Title of Class of Securities)

882610108

(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)

March 3, 2008

(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 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 346,456
		8 SHARED VOTING POWER —0—
		9 SOLE DISPOSITIVE POWER 346,456
		10 SHARED DISPOSITIVE POWER —0—


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 346,456
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) 3.3%^*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO – Limited Liability Company

All percentage ownership reported in this Schedule 13D is based on 10,502,208 Sub-share Certificates in Certificates of Proprietary Interest, par value $0.03¹/3 each, outstanding as reported by the Issuer (as defined below) in its Current Report on Form 8-K, filed with the Securities and Exchange Commission on February 1, 2008.


CUSIP No. 882610108		13D/A		Page 3 of 10 pages


1	NAMES OF REPORTING PERSONS 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 346,456
		8 SHARED VOTING POWER —0—
		9 SOLE DISPOSITIVE POWER 346,456
		10 SHARED DISPOSITIVE POWER —0—


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 346,456
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) 3.3%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN


CUSIP No. 882610108		13D/A		Page 4 of 10 pages


1	NAMES OF REPORTING PERSONS 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 346,456
		8 SHARED VOTING POWER —0—
		9 SOLE DISPOSITIVE POWER 346,456
		10 SHARED DISPOSITIVE POWER —0—


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 346,456
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) 3.3%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN


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

This Amendment No. 12 (the “Amendment”) amends and supplements the Schedule 13D as filed on October 24, 2005 and amended on January 20, 2006, February 2, 2006, June 13, 2006, August 17, 2006, October 9, 2006, November 1, 2006, November 16, 2006, May 22, 2007, June 15, 2007, January 11, 2008 and February 19, 2008 (the “Schedule 13D”), with respect to the sub-share certificates in certificates of proprietary interest, par value $0.03¹/3 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 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; Silvercreek SAV LLC, a Delaware limited liability company; Mercury Global Alpha Fund LP, a Delaware limited partnership; Mercury Global Alpha Offshore Fund, Ltd., a British Virgin Island Company; and Mercury Special Situations Leveraged Fund LP, a Delaware limited partnership (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 $10,988,439.26. 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, Mercury Global Alpha Offshore Fund, Ltd. and Mercury Special Situations Leveraged Fund LP owned beneficially 50,454; 98,793; 44,929; 41,342; 9,439; and 101,499 Shares, respectively, representing approximately 0.5%; 0.9%; 0.4%; 0.4%; 0.1%; and 1.0% 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 346,456 Shares, constituting 3.3% of the 10,502,208 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 346,456 Shares, constituting 3.3% of the 10,502,208 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 346,456 Shares, constituting 3.3% of the 10,502,208 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) On March 3, 2008, the Reporting Persons ceased to be the beneficial owners of more than five percent of the class of securities.


CUSIP No. 882610108		13D/A		Page 6 of 10 pages

Item 7. Material to be Filed as Exhibits.



The following documents are filed as exhibits to this Schedule 13D:

Exhibit A		Schedule of Transactions in Shares of the Issuer
Exhibit B		Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Exchange Act of 1934, as amended*
Exhibit C		Letter to the General Agent of Texas Pacific Land Trust, dated October 24, 2005*
Exhibit D		Letter to the General Agent of Texas Pacific Land Trust, dated August 17, 2006**
Exhibit E		Press Release, dated August 17, 2006**
Exhibit F		Letter to the General Agent of Texas Pacific Land Trust, dated October 31, 2006***
Exhibit G		Press Release, dated October 31, 2006***
Exhibit H		Letter to the General Agent of Texas Pacific Land Trust, dated November 15, 2006.****
Exhibit I		Press Release, dated November 15, 2006****
Exhibit J		Letter to the General Agent of Texas Pacific Land Trust, dated May 22, 2007*****
Exhibit K		Letter to the General Agent of Texas Pacific Land Trust, dated June 15, 2007******

* Previously filed with the Schedule 13D on October 24, 2005.

** Previously filed with the Schedule 13D/A on August 17, 2006.

*** Previously filed with the Schedule 13D/A on November 1, 2006.

**** Previously filed with the Schedule 13D/A on November 16, 2006.

***** Previously filed with the Schedule 13D/A on May 22, 2007.

****** Previously filed with the Schedule 13D/A on June 15, 2007.


CUSIP No. 882610108		13D/A		Page 7 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: March 5, 2008		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 8 of 10 pages

EXHIBIT INDEX



Exhibit A		Schedule of Transactions in Shares of the Issuer
Exhibit B		Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Exchange Act of 1934, as amended*
Exhibit C		Letter to the General Agent of Texas Pacific Land Trust, dated October 24, 2005*
Exhibit D		Letter to the General Agent of Texas Pacific Land Trust, dated August 17, 2006**
Exhibit E		Press Release, dated August 17, 2006**
Exhibit F		Letter to the General Agent of Texas Pacific Land Trust, dated October 31, 2006***
Exhibit G		Press Release, dated October 31, 2006***
Exhibit H		Letter to the General Agent of Texas Pacific Land Trust, dated November 15, 2006.****
Exhibit I		Press Release, dated November 15, 2006****
Exhibit J		Letter to the General Agent of Texas Pacific Land Trust, dated May 22, 2007*****
Exhibit K		Letter to the General Agent of Texas Pacific Land Trust, dated June 15, 2007******

* Previously filed with the Schedule 13D on October 24, 2005.

** Previously filed with the Schedule 13D/A on August 17, 2006.

*** Previously filed with the Schedule 13D/A on November 1, 2006.

**** Previously filed with the Schedule 13D/A on November 16, 2006.

***** Previously filed with the Schedule 13D/A on May 22, 2007.

****** Previously filed with the Schedule 13D/A on June 15, 2007.


CUSIP No. 882610108		13D/A		Page 9 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)
01/03/2008	(1094.00	)	43.62
01/04/2008	(608.00	)	43.74
01/08/2008	(2987.00	)	42.20
01/09/2008	(1000.00	)	42.21
01/10/2008	(3699.00	)	42.69
01/14/2008	(700.00	)	40.99
01/14/2008	(1500.00	)	41.15
01/15/2008	(2300.00	)	38.31
01/15/2008	(1500.00	)	38.24
01/16/2008	(4300.00	)	36.93
01/17/2008	(700.00	)	37.18
01/18/2008	(25000.00	)	36.71
01/18/2008	(27400.00	)	36.99
01/23/2008	(1611.00	)	36.32
01/23/2008	(1100.00	)	36.13
01/30/2008	(1800.00	)	36.99
02/05/2008	400.00		35.93
02/06/2008	800.00		35.63
02/11/2008	1500.00		34.96
02/13/2008	1100.00		35.94
02/14/2008	(6753.00	)	35.31
02/29/2008	1000.00		36.51
03/03/2008	1938.00		36.90
03/03/2008	(4224.00	)	36.00

Mercury Special Situations Offshore Fund, Ltd.


Date of Transaction	Quantity Purchased(Sold)(1)		Price/Share ($)(2)
01/04/2008	(100.00	)	43.74
01/08/2008	(2000.00	)	42.20
01/09/2008	(900.00	)	42.21
01/11/2008	(400.00	)	40.22
01/14/2008	(1000.00	)	40.99
01/14/2008	(2400.00	)	41.15
01/15/2008	(3904.00	)	38.31
01/15/2008	(2500.00	)	38.24
01/16/2008	(7700.00	)	36.93
01/17/2008	(1300.00	)	37.18
01/28/2008	(7230.00	)	38.67
01/29/2008	(1800.00	)	37.37
02/01/2008	(6398.00	)	37.93
02/01/2008	(1100.00	)	37.69
02/04/2008	(600.00	)	37.24
02/05/2008	(6300.00	)	35.96
02/06/2008	(7300.00	)	35.87
02/06/2008	(1000.00	)	35.39
02/07/2008	(13900.00	)	34.98
02/08/2008	(2600.00	)	35.32
02/11/2008	(2000.00	)	34.97
02/12/2008	(1800.00	)	34.97
02/13/2008	(5600.00	)	35.43
02/14/2008	(4800.00	)	35.54
02/14/2008	(39493.00	)	35.31
02/15/2008	(1407.00	)	35.02
02/19/2008	(1800.00	)	34.79
02/19/2008	(800.00	)	34.79
02/20/2008	(2575.00	)	34.98
02/20/2008	(700.00	)	35.51
02/21/2008	(100.00	)	34.97
02/22/2008	(200.00	)	34.28
02/26/2008	(7900.00	)	34.25
02/27/2008	(9090.00	)	34.14
03/03/2008	(22277.00	)	36.00

Silvercreek SAV LLC


Date of Transaction	Quantity Purchased(Sold)(1)		Price/Share ($)(2)
01/10/2008	38840.00		42.77
01/28/2008	(1700.00	)	38.67
02/07/2008	(7600.00	)	34.98
02/08/2008	(1500.00	)	35.32
02/11/2008	(1500.00	)	34.97
02/12/2008	(1200.00	)	34.97
02/13/2008	(2600.00	)	35.43
02/25/2008	(1200.00	)	33.96
03/03/2008	(1392.00	)	35.69
03/03/2008	(37190.00	)	36.00

Mercury Real Estate Securities Fund LP


Date of Transaction	Quantity Purchased(Sold)(1)		Price/Share ($)(2)
01/09/2008	(100.00	)	42.21
01/10/2008	(736.00	)	42.69


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

Mercury Real Estate Securities Offshore Fund, Ltd.


Date of Transaction	Quantity Purchased(Sold)(1)		Price/Share ($)(2)
01/09/2008	(200.00	)	42.21
03/03/2008	(1500.00	)	35.99

Mercury Global Alpha Fund LP


Date of Transaction	Quantity Purchased(Sold)(1)		Price/Share ($)(2)
01/11/2008	400.00		40.58
01/14/2008	657.00		40.58
01/15/2008	850.00		37.94
01/16/2008	625.00		37.82
01/18/2008	2603.00		36.20
01/18/2008	20332.00		36.77
01/25/2008	1218.00		36.99
01/28/2008	(200.00	)	38.67
01/28/2008	1300.00		37.75
01/30/2008	200.00		37.22
02/05/2008	(1100.00	)	35.96
02/06/2008	(1900.00	)	35.87
02/06/2008	(300.00	)	35.39
02/07/2008	(5200.00	)	34.98
02/08/2008	(900.00	)	35.32
02/11/2008	(600.00	)	34.97
02/12/2008	(500.00	)	34.97
02/13/2008	(2400.00	)	35.43
02/25/2008	(1100.00	)	33.96
03/03/2008	(1420.00	)	35.69
03/03/2008	(1026.00	)	35.99
03/03/2008	(34222.00	)	36.00

Mercury Global Alpha Offshore Fund, Ltd.


Date of Transaction	Quantity Purchased(Sold)(1)		Price/Share ($)(2)
01/14/2008	200.00		40.58
01/15/2008	250.00		37.94
01/16/2008	144.00		37.82
01/18/2008	597.00		36.20
01/18/2008	4668.00		36.77
01/25/2008	282.00		36.99
01/28/2008	(100.00	)	38.67
01/28/2008	300.00		37.75
02/05/2008	(300.00	)	35.96
02/06/2008	(400.00	)	35.87
02/06/2008	(100.00	)	35.39
02/07/2008	2200.00		35.23
02/07/2008	(1200.00	)	34.98
02/08/2008	(400.00	)	35.32
02/11/2008	(400.00	)	34.97
02/12/2008	(1400.00	)	34.97
02/13/2008	(700.00	)	35.43
02/14/2008	(500.00	)	35.54
02/14/2008	(3754.00	)	35.31
02/15/2008	(134.00	)	35.02
02/19/2008	(200.00	)	34.79
02/19/2008	(100.00	)	34.79
02/20/2008	(425.00	)	34.98
02/20/2008	(100.00	)	35.51
02/26/2008	(700.00	)	34.25
02/27/2008	(910.00	)	34.14
03/03/2008	(2070.00	)	36.00

Mercury Special Situations Leveraged Fund LP


Date of Transaction	Quantity Purchased(Sold)(1)		Price/Share ($)(2)
01/28/2008	(900.00	)	38.67
02/04/2008	1000.00		36.95
02/07/2008	(8900.00	)	34.98
02/08/2008	(1200.00	)	35.32
02/11/2008	(200.00	)	34.97
02/12/2008	(100.00	)	34.97
02/13/2008	(5600.00	)	35.43
02/19/2008	100.00		34.96
02/22/2008	700.00		34.63
02/25/2008	(2700.00	)	33.96
03/03/2008	(3488.00	)	35.69
03/03/2008	(84017.00	)	36.00
03/03/2008	(1274.00	)	35.99

(1)	All purchases/sales were effected through open market or privately negotiated transactions.

(2)	Inclusive of brokerage commissions.

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