UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)

 

 

CAPITAL SOUTHWEST CORPORATION

(Name of Issuer)

Common Stock

(Title of Class of Securities)

140501107

(CUSIP Number)

Daniel R. Zuckerman

155 N. Wacker Drive, Suite 1700

Chicago, Il 60606

312-948-8002

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

January 8, 2013

(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.  x

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 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 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).

 

 

 

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CUSIP NO. 140501107		Page 2 of 8

 

1		NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   Zuckerman Investment Group LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨        (b)  ¨
3		SEC USE ONLY
4		SOURCE OF FUNDS:       OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
6		CITIZENSHIP OR PLACE OF ORGANIZATION       Illinois
NUMBER OF SHARES BENEFICIALLY OWNED BY THE REPORTING PERSON WITH				7		SOLE VOTING POWER       0
				8		SHARED VOTING POWER       297,391
				9		SOLE DISPOSITIVE POWER       0
				10		SHARED DISPOSITIVE POWER       297,391
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY THE REPORTING PERSON       297,391
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   7.8% (based on 3,800,393 shares of Common Stock outstanding, per Form 10-Q dated February 7, 2013).
14		TYPE OF REPORTING PERSON       IA/OO

 

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CUSIP No. 140501107		Page 3 of 8

 

1		NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   Sherwin A. Zuckerman
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨        (b)  ¨
3		SEC USE ONLY
4		SOURCE OF FUNDS:       00
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
6		CITIZENSHIP OR PLACE OF ORGANIZATION       U.S. Citizen
NUMBER OF SHARES BENEFICIALLY OWNED BY THE REPORTING PERSON WITH				7		SOLE VOTING POWER       0
				8		SHARED VOTING POWER       297,391
				9		SOLE DISPOSITIVE POWER       0
				10		SHARED DISPOSITIVE POWER       297,391
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY THE REPORTING PERSON       297,391
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   7.8% (based on 3,800,393 shares of Common Stock outstanding, per Form 10-Q dated February 7, 2013).
14		TYPE OF REPORTING PERSON       IN/HC

 

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CUSIP No. 140501107		Page 4 of 8

 

1		NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   Daniel R. Zuckerman
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨        (b)  ¨
3		SEC USE ONLY
4		SOURCE OF FUNDS:       00
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
6		CITIZENSHIP OR PLACE OF ORGANIZATION       U.S. Citizen
NUMBER OF SHARES BENEFICIALLY OWNED BY THE REPORTING PERSON WITH				7		SOLE VOTING POWER       0
				8		SHARED VOTING POWER       297,391
				9		SOLE DISPOSITIVE POWER       0
				10		SHARED DISPOSITIVE POWER       297,391
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY THE REPORTING PERSON       297,391
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   7.8% (based on 3,800,393 shares of Common Stock outstanding, per Form 10-Q dated February 7, 2013).
14		TYPE OF REPORTING PERSON       IN/HC

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CUSIP No. 140501107		Page 5 of 8

 

Item 1.

Security and Issuer.

This statement relates to shares of the common stock, par value $1.00 per share (the “Common Stock”), of Capital Southwest Corporation, (the “Issuer”) whose principal executive offices are located at 12900 Preston Road, Dallas, TX 75230. This Amendment No. 1 (“Amendment No. 1”) supplements and amends the Schedule 13D filed on May 31, 2012 (the “Original Schedule 13D”) by Zuckerman Investment Group LLC (“ZIG”), Sherwin A. Zuckerman, and Daniel R. Zuckerman (collectively, the “Reporting Persons”) with respect to the Common Stock of the Issuer. Capitalized terms used in this Amendment No. 1 and not otherwise defined herein shall have the same meanings ascribed to them in the Original Schedule 13D. The Reporting Persons are filing this Amendment No. 1 to report that, as a result of certain purchases of the Issuer’s Common Stock in ordinary market transactions (see Item 5), the Reporting Persons’ beneficial ownership of the Issuer’s Common Stock has increased by more than one percent. Except as specifically amended by this Amendment No. 1, the disclosure in the Original Schedule 13D remains in full force and effect.

 

Item 3.

Source and Amount of Funds or Other Consideration

The Funds used for the purchase of the Common Stock were the invested funds of ZIG’s advisory clients. A total of approximately $25,296,757 was paid to acquire such Common Stock, including $4,624,757 to acquire the shares of Common Stock reported in this Amendment No. 1. The Common Stock was acquired in open market purchases in the ordinary course of ZIG’s business and is held in separate accounts maintained for each of ZIG’s advisee clients at one or more independent banks and/or brokerage firms. No shares were purchased on margin.

 

Item 4.

Purpose of Transaction

The responses set forth in Item 4 of the Original Schedule 13D are hereby amended and supplemented as follows:

ZIG acquired, for investment purposes on behalf of the accounts of certain investment advisory clients of ZIG over which ZIG has investment discretion, the shares of the Common Stock reported herein. ZIG’s purchases were made in the ordinary course of its business as a registered investment adviser. The shares of Common Stock over which ZIG currently exercises control or discretion are beneficially owned by certain investment advisory clients of ZIG on whose behalf ZIG has discretionary investment authority.

ZIG, on behalf of its investment advisory clients, may in the future purchase additional shares of the Common Stock or dispose of some or all of such shares in open-market transactions or privately negotiated transactions. Other than as described herein, ZIG does not have any plans or proposals that would result in any of the actions described in paragraphs (b) through (j) of Item 4 of the instructions to Schedule 13D.

 

Item 5.

Interest in Securities of the Issuer.

 

(a)-(b)		Incorporated by reference to Items (7) - (11) and (13) of the cover page relating to each filing person.
(c)		On 12/24/12, one of ZIG’s investment advisory clients closed its account, resulting in 700 shares of the Common Stock being delivered to that client’s new custodian. ZIG no longer has voting or investment control over these shares.

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CUSIP No. 140501107		Page 6 of 8

 

In addition, in the sixty (60) days prior to the date which triggered the filing of this Amendment No. 1 (January 8, 2013), and between that date and the filing of this Amendment No. 1, ZIG purchased and sold shares of the Common Stock in open market transactions. A list of those transactions is provided below. Other than as described herein, no Reporting Person has engaged in any transaction during the period described above in any shares of the Issuer’s Common Stock.

 

Shares Purchased/(Sold)				Price Per Share ($)				Date of Purchase/Sale
	60				101.12			11/12/2012
	1100				99.32			11/12/2012
	130				100.50			11/12/2012
	150				102.57			11/13/2012
	990				101.59			11/13/2012
	565				102.16			11/14/2012
	30				101.32			11/15/2012
	139				101.72			11/16/2012
	(20	)			100.00			11/16/2012
	60				107.50			11/26/2012
	(1500	)			107.08			11/26/2012
	90				107.17			11/26/2012
	1500				107.03			11/27/2012
	610				109.52			12/05/2012
	50				107.88			12/10/2012
	80				108.28			12/11/2012
	(30	)			107.16			12/11/2012
	(40	)			103.50			12/14/2012
	1000				106.57			12/17/2012
	7900				107.64			12/18/2012
	8110				108.08			12/19/2012
	75				108.58			12/20/2012
	415				108.05			12/20/2012
	93				105.42			12/21/2012
	295				106.86			12/21/2012
	(135	)			100.00			12/26/2012
	655				99.13			12/27/2012
	170				98.68			12/28/2012
	3188				99.00			12/28/2012
	737				99.87			12/31/2012
	200				99.74			12/31/2012
	2145				103.69			1/08/2013
	195				104.40			1/08/2013
	90				104.87			1/09/2013
	300				104.74			1/09/2013
	15				104.50			1/09/2013
	800				104.92			1/10/2013
	402				104.79			1/11/2013
	468				106.69			1/14/2013
	145				107.13			1/15/2013
	185				106.55			1/15/2013
	105				106.19			1/18/2013
	155				102.96			1/25/2013
	490				103.55			1/28/2013
	215				106.05			1/29/2013
	190				107.96			1/29/2013
	35				107.52			1/30/2013
	65				108.93			1/31/2013
	15				109.10			2/01/2013
	55				108.43			2/01/2013
	100				107.14			2/04/2013
	80				109.11			2/05/2013
	140				108.10			2/08/2013

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CUSIP No. 140501107		Page 7 of 8

 

(d)		Not applicable.
(e)		Not applicable.

 

Item 6.

Contracts, Agreements, Understandings or Relationships with Respect to Securities of the Issuer

Joint Filing Agreement

On May 31, 2012, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D (including any and all amendments thereto) with respect to securities of the Issuer. A copy of that agreement is attached to the Original 13D as Exhibit 99.1 and is incorporated by reference herein.

 

Item 7.

Material to be filed as Exhibits.

All of the materials filed as exhibits to the Original Schedule 13D are incorporated by reference herein.

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CUSIP No. 140501107		Page 8 of 8

 

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.