UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 6 - Final Amendment)
BRC HOLDINGS, INC.
(Name of Issuer)
Common Stock, $0.10 par value
(Title of Class of Securities)
227174-10-9
(CUSIP Number)
Alex Sheshunoff
Alex Sheshunoff Management Services, Inc.
98 San Jacinto Blvd.
Suite 1900
Austin, TX 78701
(512) 472-4000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
2/27/97
(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 on 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).
Page 1 of 10 pages
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CUSIP NO. 227174-10-9
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1.NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Alex Sheshunoff
S/S ####-##-####
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
PF; OO
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
[ x ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7. SOLE VOTING POWER
NUMBER
OF SHARES 279,200
BENEFICIALLY --------------------------------------------------------
OWNED 8. SHARED VOTING POWER
BY EACH
REPORTING
PERSON --------------------------------------------------------
WITH 9. SOLE DISPOSITIVE POWER
279,200
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10. SHARED DISPOSITIVE POWER
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
279,200
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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)
3.9%
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TYPE OF REPORTING PERSON
IN
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Page 2 of 10 Pages
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CUSIP NO. 227174-10-9
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gabrielle Sheshunoff
S/S ####-##-####
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
PF; OO
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
[ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7. SOLE VOTING POWER
NUMBER
OF SHARES 35,100
BENEFICIALLY --------------------------------------------------------
OWNED 8. SHARED VOTING POWER
BY EACH
REPORTING
PERSON --------------------------------------------------------
WITH 9. SOLE DISPOSITIVE POWER
35,100
--------------------------------------------------------
10. SHARED DISPOSITIVE POWER
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
35,100
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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)
0.5%
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14. TYPE OF REPORTING PERSON
IN
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Page 3 of 10 Pages
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SCHEDULE 13D
(Sixth Amendment)
Item 1. Security and Issuer
This statement relates to the shares of Common Stock, par value $.10
per share (the "Shares"), of BRC Holdings, Inc., a Delaware corporation (the
"Issuer"). The principal executive offices of the Issuer are at 1111 West
Mockingbird, Suite 1400, Dallas, Texas 75247.
Item 2. Identity and Background
(a)-(c) and (f) This statement is filed by Mr. Alex Sheshunoff,
President of Alex Sheshunoff Management Services, Inc., and by Gabrielle
Sheshunoff, Chief Executive Officer of Alex Sheshunoff Management Services, Inc.
The business address for both Mr. and Mrs. Sheshunoff is 98 San Jacinto Blvd.,
Suite 1900, Austin, Texas 78701. Mr. Sheshunoff is a citizen of the United
States of America. Mrs. Sheshunoff is a citizen of Canada.
(d) During the last five years, neither Alex Sheshunoff nor Gabrielle
Sheshunoff has been convicted in any criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) (i) During the last five years, Gabrielle Sheshunoff has not been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction which has resulted in 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 violations with respect to such laws.
(ii) On July 11, 1996, Alex Sheshunoff consented, without admitting or
denying the matters set forth therein, to the issuance by the Securities and
Exchange Commission (the "Commission") of an Order Instituting Proceedings,
Making Findings and Imposing Cease-and-Desist Order (the "Order")
(Administrative Proceeding File No. 3-9040). The Order included findings that
certain purchases of Shares made by Alex Sheshunoff from approximately July 1990
through April 1995 were made near the close of the market and usually resulted
in an uptick in the market price of Shares, and that such purchases constituted
an attempt to influence the closing price of a traded security in violation of
Section 10(b) of the Securities Exchange Act of 1934 (the "Exchange Act"), and
Rule 10b-5 thereunder. Mr. Sheshunoff consented to the issuance by the
Commission of an order that he cease and desist from committing or causing any
future violation of Section 10(b) of the Exchange Act and Rule 10b-5 thereunder.
Except as set forth in the preceding paragraph, Alex Sheshunoff has not
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction which has resulted in 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 violations with respect to
such laws.
Item 3. Source and Amount of Funds or other Consideration
The purchase price (excluding commissions) of $7,600 required by Alex
Sheshunoff to make the purchases on his own behalf of 200 Shares in the past
sixty days was paid with $5,677 from personal funds and $1,923 borrowed on
margin from Royal/Grimm & Davis, Inc. The purchase price required for Mr.
Sheshunoff to make prior purchases of Shares was paid from personal funds and
funds borrowed on margin as reported in previous filings.
The trust for Alex Sheshunoff, Jr. has not made purchases or sales of
beneficial interests of Shares in the past sixty days. The purchase price
required for the trust to make prior purchases of Shares was paid from the
trust's funds.
Gabrielle Sheshunoff has not made purchases or sales of beneficial
interests of Shares on her own behalf in the past sixty days. The purchase price
required for Mrs. Sheshunoff to make prior purchases of Shares was paid from
personal funds and funds borrowed on margin.
Page 4 of 10 Pages
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The trust for Blake Cabot has not made purchases or sales of beneficial
interests of Shares in the past sixty days. The purchase price required for the
trust to make prior purchases of Shares was paid from the trust's funds.
Item 4. Purpose of the Transaction
As set forth in Item 5(c) below, during the past sixty days Alex
Sheshunoff purchased an aggregate of 200 Shares and sold an aggregate of 23,600
Shares (including 7,100 Shares that were subject to options). The Shares
reported in this amendment were acquired and disposed of for the purpose of
changing an investment in the Issuer. Each of Alex Sheshunoff and Gabrielle
Sheshunoff intends to regularly review his or her position and the position of
each trust with respect to the Shares and, depending upon the evaluation of the
Issuer's operations and prospects and upon market and economic conditions and
future developments (including, without limitation, other business opportunities
available to each of Alex Sheshunoff and Gabrielle Sheshunoff and the trusts and
general economic conditions, as well as regulatory conditions), each of Alex
Sheshunoff and Gabrielle Sheshunoff might (a) increase or decrease his or her or
the trusts' holdings of the Shares and/or (b) change his or her intentions as to
this investment, including, but not limited to intentions with respect to
control of the Issuer or seeking to influence the policies or management of the
Issuer.
As of the date of this Schedule 13D amendment, except as set forth in
the preceding paragraph with respect to increases and/or decreases in ownership
of Shares, neither Alex Sheshunoff nor Gabrielle Sheshunoff nor either of the
trusts has any present plans or proposals which would relate to or result in:
(a) the acquisition by any person of any additional securities of the
Issuer or disposition of securities of the Issuer;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer of any of its
subsidiaries;
(c) a sale or transfer of a material amount of assets of the Issuer or
any of its subsidiaries;
(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) change 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 or to be quoted
in an interdealer quotation system of a registered national securities
association;
(i) causing a class of equity securities of the Issuer becoming
eligible for termination of registration pursuant to Section 12(g)(4) of
the Exchange Act; or
(j) any action similar to any one of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) According to information provided to the undersigned by the Issuer,
as of December 31, 1996, 7,157,224 Shares were issued and outstanding at such
date. Accordingly, the 314,300 Shares
Page 5 of 10 Pages
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reported as beneficially owned by Alex Sheshunoff and Gabrielle Sheshunoff
constitute approximately 4.39% of the Shares believed by Alex Sheshunoff and
Gabrielle Sheshunoff to be outstanding. Of these 314,300 Shares, Alex Sheshunoff
individually beneficially owns, including 242,900 Shares subject to options,
259,200 Shares (or approximately 3.62% of the outstanding Shares), and Alex
Sheshunoff holds as trustee on behalf of Alex Sheshunoff, Jr., for which he
disclaims beneficial ownership, a total of 20,000 Shares (or approximately 0.28%
of the outstanding Shares). Gabrielle Sheshunoff owns 30,000 Shares (or
approximately 0.42% of the outstanding Shares), and Gabrielle Sheshunoff as
trustee for Blake Cabot holds 5,100 Shares (or approximately 0.07% of the
outstanding Shares), for which she disclaims beneficial ownership.
(b) Alex Sheshunoff, as the beneficial owner, and as trustee of a trust
for the benefit of Alex Sheshunoff, Jr., has the sole power to vote or direct
the vote and the sole power to dispose or direct the disposition of 259,200
Shares of the Issuer.
Gabrielle Sheshunoff, as the beneficial owner, and as trustee of a
trust for the benefit of Blake Cabot, has the sole power to vote or direct the
vote and the sole power to dispose or direct the disposition of 35,100 Shares of
the Issuer.
(c) The following table sets forth the date of acquisition or sale, the
number of Shares acquired or disposed of, the purchase or sale price per Share
and the aggregate purchase or sale price for each transaction in which Alex
Sheshunoff acquired or disposed of Shares of the Issuer in the past sixty days,
in each instance excluding commissions paid, if any. In the past, Alex
Sheshunoff has effected purchases and sales of Shares at various prices as
reported in previous filings. All transactions described below were open market
transactions conducted through one or more brokers. Unless otherwise specified
all transactions were purchases or sales of Shares.
Transaction No. of
Type and Date Shares Price Total
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Purchase February 26, 1997 100 $38.5000 $3,850.00
Purchase February 26, 1997 100 37.5000 3,750.00
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TOTAL PURCHASED 200 $7,600.00
Sale February 27, 1997 (1,500) $34.0000 $51,000.00
Sale February 27, 1997 (15,000) 34.4875 517,312.50
Sale March 4, 1997 (2,600)* 1.5075 3,919.50
Sale March 5, 1997 (4,500)* 1.4800 6,660.00
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TOTAL SOLD (23,600) $578,892.00
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* Reflects the sale of options to purchase Shares.
Page 6 of 10 Pages
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ALEX SHESHUNOFF, TRUSTEE
FOR ALEX SHESHUNOFF, JR.
The aggregate consideration paid for the 20,000 Shares held on behalf
of the trust for Alex Sheshunoff, Jr. was $389,068.75.
GABRIELLE SHESHUNOFF
The aggregate consideration paid for the 30,000 Shares beneficially
owned by Gabrielle Sheshunoff on her own behalf was $351,565.00.
GABRIELLE SHESHUNOFF, TRUSTEE FOR BLAKE CABOT
The aggregate consideration paid for the 5,100 Shares held on behalf of
the trust for Blake Cabot was $64,168.75.
Except as described above, neither Alex Sheshunoff nor Gabrielle
Sheshunoff has engaged in any transactions in the Shares during the past sixty
days.
(d) As is customary with broker arrangements relating to margin
accounts, to the extent that any of the Shares are on margin accounts, proceeds
received from the sale of the Shares or dividends received thereon would be
applied in reduction of the margin indebtedness, if any to the extent required
by the applicable agreements.
(e) Since the filing of Amendment No. 5 to the Schedule 13D, and as a
result of issuances of Shares by the Issuer and sales of Shares by Alex
Sheshunoff, Mr. Sheshunoff ceased to be a beneficial owner of more than five
percent of the outstanding Shares since the last Amendment to this Schedule 13D.
Accordingly, this Amendment No. 6 is the final amendment to this Schedule 13D.
Item 6. Contracts, Arrangements, Understandings or Relationships with respect
to Securities of the Issuer
Except as set forth in this Item 6 and as set forth in Items 3 and 5(d)
with respect to margin account relationships, neither Alex Sheshunoff nor
Gabrielle Sheshunoff is a party to any arrangements, understandings or
relationships (legal or otherwise) with respect to any securities of the Issuer,
including but not limited to the transfer or voting of any such securities,
finder's fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division or profits or losses, of the giving or
withholding of proxies.
Page 7 of 10 Pages
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Item 7. Material to be filed as Exhibits
Margin Agreement with Royal/Grimm & Davis, Inc. (previously filed).
Joint filing agreement (previously filed).
Account Agreement and Option Agreement with Morgan Stanley & Co.
Incorporated (previously filed).
Customer Agreement and Option Agreement with Donaldson, Lufkin &
Jenrette Securities Corporation (previously filed).
Page 8 of 10 Pages
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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.
March 6, 1997
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Date
/s/ Alex Sheshunoff
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Alex Sheshunoff
/s/ Gabrielle Sheshunoff
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Gabrielle Sheshunoff
Page 9 of 10 Pages
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EXHIBITS
Page
1. Margin Agreement with Royal/Grimm & *
Davis, Inc.
2. Joint filing agreement *
3. Account Agreement and Option *
Agreement with Morgan Stanley & Co.
Incorporated
4. Customer Agreement and Option *
Agreement with Donaldson, Lufkin &
Jenrette Securities Corporation
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* Previously filed.
Page 10 of 10 Pages
