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SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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SCHEDULE
13G*
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(Rule
13d-102)
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INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
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TO
RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO
FILED
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PURSUANT
TO 13d-2(b)
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(Amendment
No. )*
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Watsco,
Inc.
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(Name
of Issuer)
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Common
stock ($.50 par value)
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(Title
of Class of Securities)
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942622200
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(CUSIP
Number)
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July
29, 2010
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(Date
of event which requires filing of this statement)
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Check
the appropriate box to designate the rule pursuant to which this Schedule
13G is filed:
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¨
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Rule
13d-1(b)
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x
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Rule
13d-1(c)
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¨
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Rule
13d-1(d)
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(Page
1 of 10 Pages)
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______________________________
*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 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
(“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).
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CUSIP
No. 942622200
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13G
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Page 2 of 10
Pages
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1
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NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Merchants’
Gate Capital LP
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
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(a)
x
(b)
¨
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3
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SEC
USE ONLY
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE
VOTING POWER
-0-
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6
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SHARED
VOTING POWER
1,422,600
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7
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SOLE
DISPOSITIVE POWER
-0-
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8
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SHARED
DISPOSITIVE POWER
1,422,600
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,422,600
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10
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES**
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¨
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.07%
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12
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TYPE
OF REPORTING PERSON**
PN,
IA
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** SEE
INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP
No. 942622200
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13G
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Page 3 of 10
Pages
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1
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NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Merchants’
Gate Capital GP LLC
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
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(a)
x
(b)
¨
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3
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SEC
USE ONLY
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE
VOTING POWER
-0-
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6
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SHARED
VOTING POWER
1,422,600
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7
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SOLE
DISPOSITIVE POWER
-0-
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8
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SHARED
DISPOSITIVE POWER
1,422,600
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,422,600
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10
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES**
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¨
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.07%
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12
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TYPE
OF REPORTING PERSON**
OO
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** SEE
INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP
No. 942622200
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13G
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Page 4 of 10
Pages
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1
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NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Mr.
Jason Capello
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
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(a)
x
(b)
¨
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3
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SEC
USE ONLY
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE
VOTING POWER
-0-
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6
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SHARED
VOTING POWER
1,422,600
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7
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SOLE
DISPOSITIVE POWER
-0-
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8
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SHARED
DISPOSITIVE POWER
1,422,600
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,422,600
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10
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES**
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¨
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.07%
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12
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TYPE
OF REPORTING PERSON**
IN
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** SEE
INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP
No. 942622200
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13G
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Page 5 of 10
Pages
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Item
1 (a).
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NAME
OF ISSUER.
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The
name of the issuer is Watsco, Inc. (the
“Company”).
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Item 1(b).
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ADDRESS
OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:
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The
Company’s principal executive offices are located at 2665 South Bayshore
Drive, Suite 901, Coconut Grove, Florida
33133.
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Item
2 (a).
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NAME
OF PERSON FILING:
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This
statement is filed by:
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(i)
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Merchants’
Gate Capital LP, a Delaware limited partnership (the “Investment
Manager”), which serves as the investment manager to, and may be deemed to
have beneficial ownership over the securities held by, Merchants’ Gate
Offshore Limited Partnership, a Cayman Islands limited partnership (the
“Offshore Master”) and Merchants’ Gate Onshore Fund LP, a Delaware limited
partnership (the “Onshore Fund”) with respect to the shares of Common
Stock directly held by the Offshore Master and the Onshore
Fund;
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(ii)
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Merchants’
Gate Capital GP LLC, a Delaware limited liability company (the “General
Partner”), which serves as the general partner to the Investment Manager.
As such, it may be deemed to control the Investment Manager and therefore
it may be deemed to have beneficial ownership with respect to the shares
of Common Stock directly owned by the Offshore Master and the Onshore
Fund;
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(iii)
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Mr.
Jason Capello (“Mr. Capello”) who is the Senior Managing Member of the
Investment Manager and the General Partner. As such, Mr.
Capello may be deemed to control the Investment Manager and the General
Partner and may be deemed to have beneficial ownership with respect to the
shares of Common Stock directly owned by the Offshore Master and the
Onshore Fund
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The
Investment Manager, the General Partner and Mr. Capello are hereinafter
sometimes collectively referred to as the "Reporting Persons." Any
disclosures herein with respect to persons other than the Reporting Persons are
made on information and belief after making inquiry to the appropriate
party.
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Item 2(b).
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ADDRESS
OF PRINCIPAL BUSINESS OFFICE OR, IF NONE,
RESIDENCE:
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The
address of the business office of each of the Reporting Persons is 712 Fifth
Avenue, New York, New York 10019.
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Item 2(c).
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CITIZENSHIP:
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The
Investment Manager and the General Partner are organized under the laws of the
State of Delaware. Mr. Capello is a citizen of the United States of
America.
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CUSIP
No. 942622200
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13G
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Page 6 of 10
Pages
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Item 2(d).
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TITLE
OF CLASS OF SECURITIES:
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Common
stock ($.50 par value) (the "Common
Stock")
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Item 2(e).
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CUSIP
NUMBER:
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942622200
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Item
3.
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IF
THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c),
CHECK WHETHER THE PERSON FILING IS
A:
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(a)
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Broker
or dealer registered under Section 15 of the Act,
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(b)
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Bank
as defined in Section 3(a)(6) of the Act,
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(c)
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Insurance
Company as defined in Section 3(a)(19) of the Act,
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(d)
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Investment
Company registered under Section 8 of the Investment Company Act of
1940,
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(e)
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Investment
Adviser registered under Section 203 of the Investment Advisers Act of
1940,
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(f)
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Employee
Benefit Plan or Endowment Fund in accordance with
13d-1(b)(1)(ii)(F),
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(g)
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Parent
Holding Company or control person in accordance with Rule
13d-1(b)(ii)(G),
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(h)
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Savings
Association as defined in Section 3(b) of the Federal Deposit Insurance
Act,
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(i)
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¨
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Church
Plan that is excluded from the definition of an investment company under
Section 3(c)(14) of the Investment Company Act of 1940,
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(j)
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¨
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Group,
in accordance with Rule
13d-1(b)(1)(ii)(J).
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If this
statement is filed pursuant to Rule 13d-1(c), check this box: x
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CUSIP
No. 942622200
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13G
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Page 7 of 10
Pages
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Item
4.
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OWNERSHIP.
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A.
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The
Investment Manager
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(a)
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Amount
beneficially owned: 1,422,600
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(b)
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Percent
of class: 5.07%. The percentages used in this Item 4
and elsewhere in this Schedule 13G are calculated based upon the
28,067,307 shares of Common Stock issued and outstanding as of May 5,
2010, as reflected in the Company's Form 10-Q for the quarterly period
ended March 31, 2010 filed on May 7, 2010.
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(c)
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(i)
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Sole
power to vote or direct the vote: -0-
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(ii)
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Shared
power to vote or direct the vote: 1,422,600
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(iii)
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Sole
power to dispose or direct the
disposition: -0-
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(iv)
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Shared
power to dispose or direct the disposition
of: 1,422,600
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B.
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The
General Partner
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(a)
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Amount
beneficially owned: 1,422,600
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(b)
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Percent
of class: 5.07%
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(c)
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(i)
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Sole
power to vote or direct the vote: -0-
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(ii)
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Shared
power to vote or direct the vote: 1,422,600
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(iii)
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Sole
power to dispose or direct the
disposition: -0-
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(iv)
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Shared
power to dispose or direct the
disposition: 1,422,600
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C.
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Mr.
Capello
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(a)
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Amount
beneficially owned: 1,422,600
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(b)
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Percent
of class: 5.07%
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(c)
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(i)
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Sole
power to vote or direct the vote: -0-
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(ii)
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Shared
power to vote or direct the vote: 1,422,600
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(iii)
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Sole
power to dispose or direct the
disposition: -0-
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(iv)
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Shared
power to dispose or direct the
disposition: 1,422,600
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Item
5.
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OWNERSHIP
OF FIVE PERCENT OR LESS OF A CLASS.
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Not
applicable.
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Item
6.
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OWNERSHIP
OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
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The
Offshore Master and the Onshore Fund, as clients of the Investment
Manager, have the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the securities reported
in this Schedule 13G.
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Item
7.
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IDENTIFICATION
AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING
REPORTED ON BY THE PARENT HOLDING COMPANY.
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Not
applicable.
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CUSIP
No. 942622200
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13G
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Page 8 of 10
Pages
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Item
8.
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IDENTIFICATION
AND CLASSIFICATION OF MEMBERS OF THE GROUP.
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See
Item 2.
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Item
9.
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NOTICE
OF DISSOLUTION OF GROUP.
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Not
applicable.
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Item
10.
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CERTIFICATION.
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Each of
the Reporting Persons hereby makes the following certification:
By
signing below each Reporting Person certifies that, to the best of its 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.
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CUSIP
No. 942622200
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13G
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Page 9 of 10
Pages
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SIGNATURES
After
reasonable inquiry and to the best of our knowledge and belief, the undersigned
certify that the information set forth in this statement is true, complete and
correct.
DATED: July
30, 2010
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/S/
Jason Capello
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Jason
Capello,
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Individually,
and as Senior Managing
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Member
of Merchants’ Gate Capital LP
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and
Merchants’ Gate Capital GP LLC
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CUSIP
No. 942622200
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13G
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Page 10 of 10
Pages
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EXHIBIT
1
JOINT
ACQUISITION STATEMENT
PURSUANT
TO RULE 13d-1(k)
The
undersigned acknowledge and agree that the foregoing statement on Schedule 13G
is filed on behalf of each of the undersigned and that all subsequent amendments
to this statement on Schedule 13G shall be filed on behalf of each of the
undersigned without the necessity of filing additional joint acquisition
statements. The undersigned acknowledge that each shall be
responsible for the timely filing of such amendments, and for the completeness
and accuracy of the information concerning him or it contained therein, but
shall not be responsible for the completeness and accuracy of the information
concerning the others, except to the extent that he or it knows or has reason to
believe that such information is inaccurate.
DATED: July
30, 2010
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/S/
Jason Capello
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Jason
Capello,
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Individually,
and as Senior Managing
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Member
of Merchants’ Gate Capital LP
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and
Merchants’ Gate Capital GP LLC
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