-----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, SRZJyNxF9/GQssU42kOb6dIpWvoWCiX0CZeft+bWTpHT0uuvVPaNic7bxpSXHhGC OlqIy1BGXmUuVV8FcompxA== 0001181431-06-004840.txt : 20060123 0001181431-06-004840.hdr.sgml : 20060123 20060123075403 ACCESSION NUMBER: 0001181431-06-004840 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050819 FILED AS OF DATE: 20060123 DATE AS OF CHANGE: 20060123 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Jarvis David R CENTRAL INDEX KEY: 0001318128 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-05103 FILM NUMBER: 06542126 BUSINESS ADDRESS: BUSINESS PHONE: (203) 869-9191 MAIL ADDRESS: STREET 1: C/O MERCURY REAL ESTATE ADVISORS LLC STREET 2: 100 FIELD POINT ROAD CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MacLean Malcolm F IV CENTRAL INDEX KEY: 0001318129 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-05103 FILM NUMBER: 06542125 BUSINESS ADDRESS: BUSINESS PHONE: (203) 869-9191 MAIL ADDRESS: STREET 1: C/O MERCURY REAL ESTATE ADVISORS LLC STREET 2: 100 FIELD POINT ROAD CITY: GREENWICH STATE: CT ZIP: 06830 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: BARNWELL INDUSTRIES INC CENTRAL INDEX KEY: 0000010048 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 720496921 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 BUSINESS ADDRESS: STREET 1: 1100 ALAKEA ST. STREET 2: SUITE 2900 CITY: HONOLULU STATE: HI ZIP: 96813 BUSINESS PHONE: 808-531-8400 MAIL ADDRESS: STREET 1: 1100 ALAKEA ST. STREET 2: SUITE 2900 CITY: HONOLULU STATE: HI ZIP: 96813 FORMER COMPANY: FORMER CONFORMED NAME: BMA CORP/TN DATE OF NAME CHANGE: 19770324 FORMER COMPANY: FORMER CONFORMED NAME: BARNWELL OFFSHORE INC DATE OF NAME CHANGE: 19671101 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Mercury Real Estate Securities Offshore Fund, Ltd. CENTRAL INDEX KEY: 0001334712 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-05103 FILM NUMBER: 06542123 BUSINESS ADDRESS: STREET 1: 100 FIELD POINT ROAD CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-769-2982 MAIL ADDRESS: STREET 1: 100 FIELD POINT ROAD CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Mercury Real Estate Securities Fund LP CENTRAL INDEX KEY: 0001303345 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-05103 FILM NUMBER: 06542124 BUSINESS ADDRESS: STREET 1: 100 FIELD POINT ROAD CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-769-2980 MAIL ADDRESS: STREET 1: 100 FIELD POINT ROAD CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Mercury Mayfair LLC CENTRAL INDEX KEY: 0001329733 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-05103 FILM NUMBER: 06542122 BUSINESS ADDRESS: STREET 1: 100 FIELD POINT ROAD STREET 2: FIRST FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203 769 2990 MAIL ADDRESS: STREET 1: 100 FIELD POINT ROAD STREET 2: FIRST FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 4 1 rrd104302.xml FORM 4 X0202 4 2005-08-19 0 0000010048 BARNWELL INDUSTRIES INC BRN 0001318128 Jarvis David R C/O MERCURY REAL ESTATE ADVISORS LLC 100 FIELD POINT ROAD GREENWICH CT 06830 0 0 1 0 0001318129 MacLean Malcolm F IV C/O MERCURY REAL ESTATE ADVISORS LLC 100 FIELD POINT ROAD GREENWICH CT 06830 0 0 1 0 0001303345 Mercury Real Estate Securities Fund LP C/O MERCURY REAL ESTATE ADVISORS LLC 100 FIELD POINT ROAD GREENWICH CT 06830 0 0 1 0 0001334712 Mercury Real Estate Securities Offshore Fund, Ltd. C/O MERCURY REAL ESTATE ADVISORS LLC 100 FIELD POINT ROAD GREENWICH CT 06830 0 0 1 0 0001329733 Mercury Mayfair LLC C/O MERCURY REAL ESTATE ADVISORS LLC 100 FIELD POINT ROAD GREENWICH CT 06830 0 0 1 0 Equity Swap (obligation to buy) 56.341 2005-08-19 4 J 1 1 A 2005-08-19 2007-05-24 Common Stock 2083 1 D Equity Swap (obligation to buy) 56.341 2005-08-19 4 J 1 1 A 2005-08-19 2007-05-24 Common Stock 2083 1 I See Footnote Equity Swap (obligation to buy) 56.341 2005-08-19 4 J 1 1 A 2005-08-19 2007-05-24 Common Stock 3917 1 D Equity Swap (obligation to buy) 56.341 2005-08-19 4 J 1 2 A 2005-08-19 2007-05-24 Common Stock 6000 2 I See Footnote Equity Swap (obligation to buy) 56.341 2005-08-19 4 J 1 2 A 2005-08-19 2007-05-24 Common Stock 6000 2 I See Footnote On August 19, 2005, Mercury Real Estate Advisors, LLC ("Advisors"), a registered investment adviser, entered into a cash settled equity swap agreement with a securities broker ("Broker") on behalf of Mercury Real Estate Securities Fund LP ("MRES"), for which Advisors serves as the investment adviser. Mr. David R. Jarvis and Mr. Malcolm F. MacLean IV are managing members of Advisors. The settlement date of the swap agreement is May 24, 2007. (Continued in Footnote 2) On such date, MRES or Broker, as applicable, will be required to make a payment to the other such that the resulting economic effect of the swap arrangement will be as if (i) MRES paid Broker $117,358.30, representing $56.341 for each share of BRN common stock subject to this agreement as of August 19, 2005, and (ii) Broker paid to MRES the market value of 2,083 shares of BRN common stock as of May 24, 2007. Any dividends received by Broker on account of the common stock subject to this agreement will be paid to MRES and MRES will pay to Broker a finance charge. This swap arrangement is held directly by MRES. Mercury Mayfair LLC ("Mayfair") is the general partner of MRES. Mayfair disclaims beneficial ownership of the securities held directly by MRES except to the extent of the pecuniary interest, if any, in such securities as a result of its partnership interest in MRES. On August 19, 2005, Advisors entered into a cash settled equity swap agreement with a Broker on behalf of Mercury Real Estate Securities Offshore Fund, Ltd. ("MRESOF"), for which Advisors serves as the investment adviser. The settlement date of the swap agreement is May 24, 2007. On such date, MRESOF or Broker, as applicable, will be required to make a payment to the other such that the resulting economic effect of the swap arrangement will be as if (i) MRESOF paid Broker $220,687.70, representing $56.341 for each share of BRN common stock subject to this agreement as of August 19, 2005, and (ii) Broker paid to MRESOF the market value of 3,917 shares of BRN common stock as of May 24, 2007. Any dividends received by Broker on account of the common stock subject to this agreement will be paid to MRESOF and MRESOF will pay to Broker a finance charge. These swap arrangements were entered into by Advisors on behalf of MRES and MRESOF. Mr. Jarvis disclaims beneficial ownership of the securities held directly by MRES and MRESOF except to the extent of the pecuniary interest, if any, in such securities as a result of his membership interest in Advisors, which has a contingent right to receive a performance-based advisory fee from MRES and MRESOF, or as a result of his membership interest in Mayfair, of which he is a managing member. That performance-based fee generally qualifies for the exemption set forth in Rule 16a-1(a)(2)(ii)(C). These swap arrangements were entered into by Advisors on behalf of MRES and MRESOF. Mr. MacLean disclaims beneficial ownership of the securities held directly by MRES and MRESOF except to the extent of the pecuniary interest, if any, in such securities as a result of his membership interest in Advisors, which has a contingent right to receive a performance-based advisory fee from MRES and MRESOF, or as a result of his membership interest in Mayfair, of which he is a managing member. That performance-based fee generally qualifies for the exemption set forth in Rule 16a-1(a)(2)(ii)(C). /s/ David R. Jarvis 2006-01-20 /s/ Malcolm F. MacLean IV 2006-01-20 -----END PRIVACY-ENHANCED MESSAGE-----