SCHEDULE 13G
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
BRASS EAGLE INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
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(Title of Class of Securities)
10553F 10
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(CUSIP Number)
FEBRUARY 14, 2000
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 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 (the "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).
Page 1 of 4 Pages
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
SCHEDULE 13G
CUSIP No. 10553F 10 Page 2 of 4 Pages
1 NAME OF REPORTING PERSON
/I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CHILTON INVESTMENT COMPANY, INC.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 5 SOLE VOTING POWER
SHARES 267,300
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH 267,300
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
267,300
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) [ ]
EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.7%
12 TYPE OF REPORTING PERSON*
CO
<PAGE>
Pursuant to Rule 13d-2(b) of Regulation 13D-G under the Securities
Exchange Act of 1934, as amended, the Schedule 13G initially filed on
November 3, 1998 by Richard L. Chilton, Jr. with respect to the common
stock (the "Common Stock"), par value $.01 per share, of Brass Eagle Inc.,
a Delaware corporation, as amended by Amendment No. 1 to the Schedule 13G,
filed February 16, 1999 (as amended, the "Schedule 13G"), is hereby further
amended by this Amendment No. 2 to the Schedule 13G to report a change in
the information reported in the previous filing on Schedule 13G. Since the
filing person no longer beneficially owns more than 5% of the Common Stock,
this filing constitutes the filing person's final statement on Schedule 13G
with respect to the Common Stock. The Schedule 13G is hereby amended as
follows:
Clauses (a)-(c) of Item 2 are hereby amended and restated in their
entirety to read:
(a)-(c) Name of Person Filing; address of principal business office;
and citizenship.
Chilton Investment Company, Inc.
65 Locust Avenue, 2nd Floor
New Canaan, Connecticut 06840
Citizenship: Delaware
Item 4 is hereby amended and restated in its entirety to read:
Item 4. OWNERSHIP:
(a) AMOUNT BENEFICIALLY OWNED: 267,300 shares of Common Stock.
(b) PERCENT OF CLASS: 3.7%
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) sole power to vote or to direct the vote:
267,300
(ii) shared power to vote or to direct the vote:
0
(iii) sole power to dispose or to direct the disposition of:
267,300
(iv) shared power to dispose or to direct the disposition of:
0
Page 3 of 4 Pages
<PAGE>
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.
Dated: February 15, 2000 CHILTON INVESTMENT COMPANY, INC.
By: /s/ Richard L. Chilton, Jr.
--------------------------------
Name: Richard L. Chilton, Jr.
Title: Chairman and Chief
Executive Officer
Page 4 of 4 Pages
