SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
BNC MORTGAGE, INC.
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(Name of Issuer)
Shares of Common Stock, par value $0.001 per share
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(Title of Class of Securities)
05561Y10
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(CUSIP NUMBER)
GREENLIGHT CAPITAL, L.L.C.
420 Lexington Avenue
Suite 875
New York, New York 10170
Tel. No.: (212) 973-1900
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
- with copies to -
Eliot D. Raffkind, P.C.
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
1700 Pacific Avenue, Suite 4100
Dallas, Texas 75201-4618
(214) 969-2800
March 11, 1998
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(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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4) check the following
box [ ]
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, as amended ("Act"), or otherwise subject to the
liabilities of that section of the Act but shall be subject to all other
provisions of the Act.
CUSIP No. 05561Y10 13D
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Greenlight Capital, L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF, WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER 539,900
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 539,900
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
539,900
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.998%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT
CUSIP No. 05561Y10 13D
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
David Einhorn
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF, WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 7 SOLE VOTING POWER 539,900
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 539,900
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
539,900
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.998%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT
CUSIP No. 05561Y10 13D
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Jeffrey A. Keswin
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF, WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 7 SOLE VOTING POWER 539,900
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 539,900
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
539,900
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.998%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT
SCHEDULE 13D
This Schedule 13D (the "Schedule 13D") is being filed on behalf
of Greenlight Capital, L.L.C., a Delaware limited liability company
("Greenlight"), and Mr. David Einhorn and Mr. Jeffrey A. Keswin, the
principals of Greenlight, relating to shares of Common Stock of BNC
Mortgage, Inc. (the "Issuer").
This Schedule 13D relates to shares of Common Stock of the Issuer
purchased by Greenlight for the account of (i) Greenlight Capital, L.P.
("Greenlight Fund"), of which Greenlight is the general partner, (ii)
Greenlight Capital Offshore, L.P. ("Greenlight Offshore"), of which
Greenlight acts as investment advisor, and (iii) Greenlight Capital
Qualified, L.P. ("Greenlight Qualified"), of which Greenlight is the
general partner.
ITEM 1. SECURITY AND ISSUER
Securities acquired: Shares of Common Stock, par value $0.001
per share
Issuer: BNC Mortgage, Inc.
1063 McGaw Avenue
Irvine, California 92614
Tel. No. (714) 260-6000
ITEM 2. IDENTITY AND BACKGROUND
Greenlight Capital, L.L.C, a Delaware limited liability company,
provides investment management services to private individuals and
institutions and is located at 420 Lexington Avenue, Suite 875, New York,
NY 10170. Messrs. Einhorn and Keswin are the principals of Greenlight.
The principal occupation of both Mr. Einhorn and Mr. Keswin is investment
management and they are both United States citizens. Their business
address is 420 Lexington Avenue, Suite 875, New York, NY 10170. Neither
Greenlight, Mr. Einhorn nor Mr. Keswin has been convicted in a criminal
proceeding during the last five years. Neither Greenlight, Mr. Einhorn nor
Mr. Keswin is and during the past five years was a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
and, as a result thereof, subject to any 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS
As of March 12, 1998, Greenlight had invested (i) $1,947,764 in
shares of Common Stock through Greenlight Fund, (ii) $1,821,160 in shares
of Common Stock through Greenlight Offshore and (iii) $2,226,494 in shares
of Common Stock through Greenlight Qualified, all as described in Item 5
below. The source of these funds was the working capital of each of
Greenlight Fund, Greenlight Offshore and Greenlight Qualified, as the case
may be.
ITEM 4. PURPOSE OF THE TRANSACTION
Greenlight, Mr. Einhorn and Mr. Keswin acquired shares of Common
Stock for portfolio investment purposes and do not have any present plans
or proposals that relate to or would result in any change in the business,
policies, management, structure or capitalization of the Issuer, but
Greenlight, Mr. Einhorn and Mr. Keswin reserve the right to consider or
make such plans and/or proposals in the future. Greenlight, Mr. Einhorn
and Mr. Keswin reserve the right to acquire, or dispose of, additional
securities of the Issuer, in the ordinary course of business, to the extent
deemed advisable in light of Greenlight's general investment and trading
policies, market conditions or other factors. Greenlight may contact the
Issuer and/or other shareholders regarding potential strategies to increase
shareholder value. Other than as described above, neither Greenlight, Mr.
Einhorn nor Mr. Keswin has present plans or proposals which would result in
any of the following:
1) any extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the issuer or any of its
subsidiaries;
2) any sale or transfer of a material amount of assets of the issuer
or any of its subsidiaries;
3) any change in the present board of directors or managers of the
issuer;
4) any material change in the present capitalization or dividend
policy of the issuer;
5) any other material change in the issuer's business or corporate
structure;
6) any change in the issuer's charter, by-laws or instruments corre-
sponding thereto or other actions which may impede the acquisition of
control of the issuer by any person;
7) causing a class of securities of the issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted
in an interdealer quotation system of a registered national securities
association;
8) causing a class of securities of the issuer to become eligible
for termination of registration pursuant to Section 12(g)(4) of the
Act; or
9) any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of March 12, 1998, Greenlight, Mr. Einhorn and Mr. Keswin
are beneficial owners of 539,900 shares of Common Stock of the Issuer or
9.998% of the shares outstanding. The 539,900 shares described above are
beneficially owned by Greenlight, Mr. Einhorn and Mr. Keswin for the
account of the Greenlight Fund, Greenlight Offshore or Greenlight
Qualified, as the case may be.
The number of shares beneficially owned by Greenlight, Mr.
Einhorn and Mr. Keswin and the percentage of outstanding shares represented
thereby have been computed in accordance with Rule 13d-3 under the Act.
The percentage of beneficial ownership of Greenlight, Mr. Einhorn and Mr.
Keswin on March 12, 1998 is based on 5,400,000 outstanding shares of Common
Stock as of March 10, 1998 as reported in the Issuer's Prospectus filed
with the Commission pursuant to Rule 424(b)(4) under the Securities Act of
1933 on March 12, 1998.
(b) Greenlight, Mr. Einhorn and Mr. Keswin for the account of
each of Greenlight Fund, Greenlight Offshore and Greenlight Qualified have
the power to vote and dispose of the shares of Common Stock held by each
such entity.
(c) The transactions in the Issuer's securities by Greenlight
during the last sixty days are listed as Annex A attached hereto and made
apart hereof.
(d) Not Applicable.
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Not Applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Not Applicable.
ANNEX A
Transaction Buy/ Quantity Price per
Date Sell (shares) Share ($)
------------ --------- --------- ---------
3/11/98 Buy 100,000 9.50
3/11/98 Sell 100,000 10.25
3/11/98 Buy 100,000 10.25
3/11/98 Buy 20,000 10.9688
3/11/98 Buy 30,000 11.50
3/11/98 Buy 125,000 11.7275
3/11/98 Buy 214,400 11.2483
3/12/98 Buy 6,700 11.6325
3/12/98 Buy 43,800 11.7232
-------
539,900
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement
is true, complete and correct.
Dated: March 18, 1998
Greenlight Capital, L.L.C.
By: /S/ JEFFREY A. KESWIN
----------------------------------
JEFFREY A. KESWIN, Managing Member
/S/ DAVID EINHORN
-------------------------------------
David Einhorn
/S/ JEFFREY A. KESWIN
-------------------------------------
Jeffrey A. Keswin
