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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Ares Capital Corporation
Common Stock
04010L103
October 18, 2004
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1 (b)
x Rule 13d-1 (c)
o Rule 13d-1 (d)
*The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
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).
Person Authorized to Receive Notices and Communications:
Taylor H. Wilson, Esq.
Haynes and Boone, LLP
901 Main Street, Suite 3100
Dallas, Texas 75202
(214) 651-5000
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.
Dated: October 27, 2004
EXHIBITS
13G
CUSIP No. 04010L103
Page 2 of 11
1.
Name of Reporting Person:
Atlas Capital (Q.P.), L.P.
I.R.S. Identification Nos. of above persons (entities only):
2.
Check the Appropriate Box if a Member of a Group:
(a)
o
(b)
x
3.
SEC Use Only:
4.
Citizenship or Place of Organization:
Texas
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5.
Sole Voting Power:
279,194
6.
Shared Voting Power:
0
7.
Sole Dispositive Power:
279,194
8.
Shared Dispositive Power:
0
9.
Aggregate Amount Beneficially Owned by Each Reporting Person:
279,194
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
11.
Percent of Class Represented by Amount in Row (9):
2.5%
12.
Type of Reporting Person:
PN
13G
CUSIP No. 04010L103
Page 3 of 11
1.
Name of Reporting Person:
Atlas Capital Master Fund, L.P.
I.R.S. Identification Nos. of above persons (entities only):
2.
Check the Appropriate Box if a Member of a Group:
(a)
o
(b)
x
3.
SEC Use Only:
4.
Citizenship or Place of Organization:
Cayman Islands
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5.
Sole Voting Power:
312,747
6.
Shared Voting Power:
0
7.
Sole Dispositive Power:
312,747
8.
Shared Dispositive Power:
0
9.
Aggregate Amount Beneficially Owned by Each Reporting Person:
312,747
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
11.
Percent of Class Represented by Amount in Row (9):
2.8%
12.
Type of Reporting Person:
PN
13G
CUSIP No. 04010L103
Page 4 of 11
1.
Name of Reporting Person:
Atlas Capital ID Fund, L.P.
I.R.S. Identification Nos. of above persons (entities only):
2.
Check the Appropriate Box if a Member of a Group:
(a)
o
(b)
x
3.
SEC Use Only:
4.
Citizenship or Place of Organization:
Texas
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5.
Sole Voting Power:
3,759
6.
Shared Voting Power:
0
7.
Sole Dispositive Power:
3,759
8.
Shared Dispositive Power:
0
9.
Aggregate Amount Beneficially Owned by Each Reporting Person:
3,759
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
11.
Percent of Class Represented by Amount in Row (9):
0.0%
12.
Type of Reporting Person:
PN
13G
CUSIP No. 04010L103
Page 5 of 11
1.
Name of Reporting Person:
Atlas Capital Management, L.P.
I.R.S. Identification Nos. of above persons (entities only):
2.
Check the Appropriate Box if a Member of a Group:
(a)
o
(b)
x
3.
SEC Use Only:
4.
Citizenship or Place of Organization:
Texas
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5.
Sole Voting Power:
595,700
6.
Shared Voting Power:
0
7.
Sole Dispositive Power:
595,700
8.
Shared Dispositive Power:
0
9.
Aggregate Amount Beneficially Owned by Each Reporting Person:
595,700
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
11.
Percent of Class Represented by Amount in Row (9):
5.4%
12.
Type of Reporting Person:
HC/PN
13G
CUSIP No. 04010L103
Page 6 of 11
1.
Name of Reporting Person:
RHA, Inc.
I.R.S. Identification Nos. of above persons (entities only):
2.
Check the Appropriate Box if a Member of a Group:
(a)
o
(b)
x
3.
SEC Use Only:
4.
Citizenship or Place of Organization:
Texas
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5.
Sole Voting Power:
595,700
6.
Shared Voting Power:
0
7.
Sole Dispositive Power:
595,700
8.
Shared Dispositive Power:
0
9.
Aggregate Amount Beneficially Owned by Each Reporting Person:
595,700
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
11.
Percent of Class Represented by Amount in Row (9):
5.4%
12.
Type of Reporting Person:
HC/CO
13G
CUSIP No. 04010L103
Page 7 of 11
1.
Name of Reporting Person:
Robert H. Alpert
I.R.S. Identification Nos. of above persons (entities only):
2.
Check the Appropriate Box if a Member of a Group:
(a)
o
(b)
x
3.
SEC Use Only:
4.
Citizenship or Place of Organization:
United States
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5.
Sole Voting Power:
595,700
6.
Shared Voting Power:
0
7.
Sole Dispositive Power:
595,700
8.
Shared Dispositive Power:
0
9.
Aggregate Amount Beneficially Owned by Each Reporting Person:
595,700
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
11.
Percent of Class Represented by Amount in Row (9):
5.4%
12.
Type of Reporting Person:
HC/IN
CUSIP No. 04010L103
Page 8 of 11
Name of Issuer:
Ares Capital Corporation
Address of Issuers Principal Executive Offices:
780 Third Avenue, 46th Floor
New York, New York 10017
Names of Persons Filing:
Atlas Capital (Q.P.), L.P., a Texas limited partnership
Atlas Capital Master Fund, L.P., a Cayman Islands exempted limited partnership
Atlas Capital ID Fund, L.P., a Texas limited partnership
Atlas Capital Management, L.P., a Texas limited partnership
RHA, Inc., a Texas corporation
Robert H. Alpert, a citizen of the United States
Address of Principal Business Offices:
100 Crescent Court, Suite 880
Dallas, Texas 75201
Citizenship:
See Item 2(a) above.
Title of Class of Securities:
Common Stock, par value $0.001 per share
CUSIP No:
04010L103
CUSIP No. 04010L103
Page 9 of 11
Status of Persons Filing:
(a)
o
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
o
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
o
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
o
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
o
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f)
o
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
(g)
o
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
(h)
o
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
o
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)
o
Group, in accordance with §240.13d-1(b)(1)(ii)(J).
Ownership:
(a)
Atlas Capital (Q.P.), L.P. (Atlas QP) is the
record holder of 279,194 shares of Common Stock, Atlas Capital
Master Fund, L.P. (Atlas Master) is the record holder of
312,747 shares of Common Stock, and Atlas Capital ID Fund, L.P.
(Atlas ID) is the record holder of 3,759 shares of Common
Stock. Atlas Capital Management, L.P. (ACM) is the general
partner of Atlas QP, Atlas Master and Atlas ID. RHA, Inc. is
the general partner of ACM. Robert H. Alpert is the President
of RHA, Inc. In the foregoing capacities, ACM, RHA, Inc. and
Mr. Alpert may each be deemed to be the indirect beneficial
owner of the shares of Common Stock beneficially owned by Atlas
QP, Atlas Master and Atlas ID.
(b)
Percent of Class:
See Item 11 of each cover page.
(c)
Number of shares as to which each person has:
(i)
sole power to vote or to direct the vote:
See Item 5 of each cover page.
(ii)
shared power to vote or to direct the vote:
See Item 6 of each cover page.
(iii)
sole power to dispose or to direct the disposition of:
See Item 7 of each cover page.
(iv)
shared power to dispose or to direct the disposition of:
See Item 8 of each cover page.
CUSIP No. 04010L103
Page 10 of 11
Ownership of 5% or Less of a Class:
Not applicable.
Ownership of More than 5% on Behalf of Another Person:
Not applicable.
Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company or
Control Person:
Not applicable.
Identification and Classification of Members of the Group:
Not applicable.
Notice of Dissolution of Group:
Not applicable.
Certification:
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 that purpose or effect.
CUSIP No. 04010L103
Page 11 of 11
ATLAS CAPITAL (Q.P.), L.P.
By:
Atlas Capital Management, L.P., its general partner
By:
RHA, Inc., its general partner
By:
/s/ Robert H. Alpert
Robert H. Alpert
President
ATLAS CAPITAL MASTER FUND, L.P.
By:
Atlas Capital Management, L.P., its general partner
By:
RHA, Inc., its general partner
By:
/s/ Robert H. Alpert
Robert H. Alpert
President
ATLAS CAPITAL ID FUND, L.P.
By:
Atlas Capital Management, L.P., its general partner
By:
RHA, Inc., its general partner
By:
/s/ Robert H. Alpert
Robert H. Alpert
President
ATLAS CAPITAL MANAGEMENT, L.P.
By:
RHA, Inc., its general partner
By:
/s/ Robert H. Alpert
Robert H. Alpert
President
RHA, INC.
By:
/s/ Robert H. Alpert
Robert H. Alpert
President
/s/ Robert H. Alpert
Robert H. Alpert
Joint Filing Agreement, dated October 27, 2004, entered into by and
among Atlas Capital (Q.P.), L.P., Atlas Capital Master Fund, L.P., Atlas
Capital ID Fund, L.P., Atlas Capital Management, L.P., RHA, Inc. and
Robert H. Alpert.
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them a Statement on Schedule 13G (including amendments thereto) with regard to the common stock of Ares Capital Corporation, and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, hereby execute this Joint Filing Agreement as of October 27, 2004.
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ATLAS CAPITAL (Q.P.), L.P. | |||
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By: | Atlas Capital Management, L.P., its general partner | ||
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By: | RHA, Inc., its general partner | ||
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By: | /s/ Robert H. Alpert | ||
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Robert H. Alpert | |||
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President | |||
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ATLAS CAPITAL MASTER FUND, L.P. | |||
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By:
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Atlas Capital Management, L.P., its general partner | ||
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By: | RHA, Inc., its general partner | ||
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By: | /s/ Robert H. Alpert | ||
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Robert H. Alpert | |||
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President | |||
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ATLAS CAPITAL ID FUND, L.P. | |||
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By:
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Atlas Capital Management, L.P., its general partner | ||
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By: | RHA, Inc., its general partner | ||
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By: | /s/ Robert H. Alpert | ||
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Robert H. Alpert | |||
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President | |||
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ATLAS CAPITAL MANAGEMENT, L.P. | |||
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By: | RHA, Inc., its general partner | ||
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By: | /s/ Robert H. Alpert | ||
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Robert H. Alpert | |||
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President | |||
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RHA, INC. | |||
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By: | /s/ Robert H. Alpert | ||
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Robert H. Alpert | |||
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President | |||
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/s/ Robert H. Alpert | |||
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Robert H. Alpert |