13D Filing: Levin Capital Strategies and New Senior Investment Group Inc. (SNR)

Page 8 of 15

Page 8 of 15 SEC Filing

The following constitutes Amendment No. 2 (Amendment No. 2)
to the Schedule 13D. Amendment No. 2 amends the Schedule 13D as specifically set
forth herein.

ITEM 2. IDENTITY AND BACKGROUND.
(a)

This statement is being filed by: (i) Levin Capital
Trilogy Master Fund, Ltd., a Cayman Islands exempt company (Trilogy),
(ii) Levcap Alternative Fund, L.P., a Delaware limited partnership
(Levcap), (iii) Levin Capital Strategies, L.P., a Delaware limited
partnership (LCS); (iv) LCS, LLC, a Delaware limited liability company
(LCSL); (v) LCS Event Partners, LLC, a Delaware limited liability
company (LCSEP); and (vi) John A. Levin, a U.S. citizen (Levin and,
together with Trilogy, Levcap, LCS, LCSL and LCSEP, the Reporting
Persons). Each of the Reporting Persons is party to that certain Joint
Filing Agreement, as further described in Item 6. Accordingly, the
Reporting Persons are hereby filing a joint Schedule 13D.

Set forth on Appendix A annexed hereto (Appendix A) is
the name and present principal business, occupation or employment and the
name, principal business and address of any corporation or other
organization in which such employment is conducted of the directors of
Trilogy. Trilogy does not have any executive officers.

(b)

The address of each Reporting Persons principal office
is 595 Madison Avenue, 17th Floor, New York, NY 10022.

(c)

The principal business of Trilogy and Levcap is investing
in securities. The principal business of LCS is acting as the investment
advisor to Trilogy, Levcap and certain managed accounts and as a
sub-investment advisor to certain other investment companies, as further
described in Item 5. The principal business of LCSL is acting as the
general partner to Trilogy. The principal business of LCSEP is acting as
the general partner to Levcap. The principal business of Levin is acting
as the Managing Member and Chief Executive Officer of LCS and the managing
member of each of LCSL and LCSEP.

(d)

During the last five years, no Reporting Person, nor any
person listed on Appendix A, has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).

(e)

During the last five years, no Reporting Person, nor any
person listed on Appendix A, has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction that resulted in
such Reporting Person being subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.

(f)

Except as set forth on Appendix A, Levin and each person
listed on Appendix A is a citizen of the United States of
America.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER
CONSIDERATION.

Item 3 is hereby amended and restated as follows:

The purchases of the shares of Common Stock reported herein
were made using the general investment funds of the Reporting Persons. The
amount of funds used for all purchases of Common Stock of the Issuer by the
Reporting Persons covered by this report was an aggregate of $73,041,522.

To the best of the Reporting Persons knowledge, none of the
persons listed on Appendix A beneficially owns any securities of the Issuer.

ITEM 4. PURPOSE OF TRANSACTION.

Item 4 is hereby amended to add the following:

Follow New Senior Investment Group Inc.

Page 8 of 15