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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
PRECISION AUTO CARE, INC.
(Name of Issuer)
COMMON STOCK
(Title of class of securities)
74-18R915
(CUSIP NUMBER)
Louis M. Brown, Jr.
748 Miller Drive, S.E.
Leesburg, Virginia 20175
Telephone No. (703) 777-9095
(Name, address and telephone number of person authorized to
receive notices and communications)
Copy to:
Thurston R. Moore
Hunton & Williams
951 East Byrd Street
Richmond, Virginia 23219
August 4, 2000
(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 [ ].
Check the following box if a fee is being paid with
this statement [ ].
Page 1 of 7 Pages
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CUSIP NO. _____________ 13D Page 2 of 7 Pages
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NAME OF REPORTING PERSONS
1 S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Louis M. Brown, Jr. - ###-##-####
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
2 (b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
----------------------------------------------------------------------------
------- ------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 1,700,000
SHARES ------- ------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY ------- ------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,700,000
------- ------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,700,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.3%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 7 Pages
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Item 1. Security and Issuer.
This statement relates to the Common Stock of the Precision
Auto Care, Inc. (the "Issuer"), a Virginia corporation having its principal
executive offices at 748 Miller Drive, S.E., Leesburg, Virginia 20175.
Item 2. Identity and Background.
(a) Name.
The name of the reporting person is Louis M. Brown, Jr.
(b) Residence or business address.
The reporting person's business address is 748 Miller
Drive, S.E., Leesburg, Virginia 20175.
(c) Principal occupation or employment.
The reporting person currently is serving as the
Chief Executive Officer of the Issuer.
(d) Criminal convictions.
Not applicable.
(e) Civil proceedings.
Not applicable.
(f) Citizenship.
The reporting person is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
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The reporting person used personal funds in making the purchase of
Common Stock disclosed in this Schedule 13D.
Item 4. Purpose of Transaction.
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The reporting person's purpose in purchasing the Common Stock
reported in Item 5(a) hereof is for investment purposes and as described in this
Item 4. The reporting person and the Issuer entered into an Agreement, dated
August 4, 2000 (the "Agreement"), pursuant to which the reporting person
purchased from the Issuer on August 4, 2000, 1,700,000 shares of newly-issued
Page 3 of 7 Pages
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Common Stock of the Issuer for an aggregate consideration of $750,000. In
addition, pursuant to the terms of the Agreement, the reporting person was
appointed as the Chief Executive Officer of the Issuer and the Board of
Directors of the Issuer agreed to appoint the reporting person a director of
Issuer as soon as reasonably practicable. In connection therewith, the Issuer
granted to the reporting person certain registration rights with respect to the
Common Stock. The Issuer also entered into an agreement with Arthur Kellar and
Mauricio Zambrano, two members of the Issuer's Board of Directors, to loan the
Issuer funds to repay the Issuer's senior credit facility and to provide the
Issuer with additional working capital. As a result of the issuance of Common
Stock to the reporting person without the prior approval of the Issuer's
shareholders, the Common Stock may be delisted from the Nasdaq Smallcap Market.
The reporting person may purchase additional shares of Common
Stock from time to time, either in the open market or in privately negotiated
transactions. Any decision of the reporting person to increase his holdings in
Common Stock will depend, however, on numerous factors, including, without
limitation, the price of shares of Common Stock, the terms and conditions
related to their purchase and sale, the prospects and profitability of the
Issuer, other business and investment alternatives of the reporting person and
general economic and market conditions. At any time, the reporting person may
determine to dispose of some or all of his holdings of Common Stock depending on
those and other considerations.
Except as set forth above, the reporting person does not have
any plans or proposals that relate to or would result in (a) the acquisition by
any person of additional securities of the Issuer or the disposition of
securities of the Issuer; (b) an extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the Issuer; (c) a sale or
transfer of a material amount of assets of the Issuer; (d) any change in the
present board of directors or management of the Issuer, including any plans or
proposals to change the number or term of directors or to fill any existing
vacancies on the board; (e) any material change in the present capitalization or
dividend policy of the Issuer; (f) any other material change in the Issuer's
business or corporate structure; (g) changes in the Issuer's charter, bylaws or
instruments corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person; (h) 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; (i) a class of equity securities of
the Issuer becoming eligible for termination of registration pursuant to Section
12(g)(4) of the Securities Exchange Act of 1934; or (j) any action similar to
any of those enumerated above. The reporting person may formulate plans or
proposals with respect to one or more of the foregoing in the future.
Item 5. Interest in Securities of the Issuer.
(a) Beneficial Ownership.
1,700,000 shares of Common Stock of the Issuer are
owned beneficially by Louis M. Brown, Jr.,
constituting 21.3% of such shares outstanding.
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(b) Power to Vote or Dispose of Shares.
Number of shares as to which reporting person has:
(i) sole power to vote or to direct the vote - 1,700,000
(ii) shared power to vote or to direct the vote - 0
(iii) sole power to dispose of or to direct the
disposition of - 1,700,000
(iv) shared power to dispose of or to direct the
disposition of - 0
(c) Other than as described herein, the reporting person has
not engaged in any transactions in the Common Stock of the Issuer within the
past 60 days.
(d) There is no person known to have the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the sale
of, the Common Stock owned by the reporting person.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
There are no contracts, arrangements, understandings or
relationships (legal or otherwise) between the reporting person and any person
with respect to any securities of the issuer, including but not limited to
transfer or voting of any of the securities, finder's fees, joint ventures,
loans or option arrangements, put or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies. In addition, there are
no securities that are pledged or otherwise subject to a contingency the
occurrence of which would give another person voting power or investment power
over such securities.
Item 7. Material to be Filed as Exhibits.
1. Agreement between Louis M. Brown, Jr. and Precision Auto Care, Inc.,
dated August 4, 2000.
2. Registration Rights Agreement between Louis M. Brown, Jr. and Precision
Auto Care, Inc., dated August 4, 2000.
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SIGNATURE
After reasonable inquiry and to the best of his knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
August 14, 2000 /s/ Louis M. Brown, Jr.
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Louis M. Brown, Jr.
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EXHIBIT INDEX
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Exhibit 1 Agreement between Louis M. Brown, Jr. and Precision Auto Care, Inc.,
dated August 4, 2000.
Exhibit 2 Registration Rights Agreement between Louis M. Brown, Jr. and
Precision Auto Care, Inc., dated August 4, 2000.
Page 7 of 7 Pages
