SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934*
BRC HOLDINGS, INC.
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(Name of Issuer)
Common Stock, par value $0.10 per share
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(Title of Class of Securities)
227174-10-9
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(CUSIP Number)
ROBERT L. ABBOTT, ESQ.
Stutzman & Bromberg
2323 Bryan Street, Suite 2200
Dallas, Texas 75201
(214) 969-4900
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(Name, Address and Telephone Number of Person
Authorized to receive Notices and Communications)
July 24, 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 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 disclosures provided in
a prior cover page.
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, as amended (the "Exchange
Act") or otherwise subject to the liabilities of that section of
the Exchange Act but shall be subject to all other provisions of
the Exchange Act (however, see the Notes).
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(1) Name of Reporting Person Kathryn Ayres Esping
S.S. or I.R.S. Identification No.
of Above Person ###-##-####
(2) Check the Appropriate Box if a Member (a) [ ]
of a Group (See instructions) (b) [ X ]
(3) SEC Use Only
(4) Source of Funds (See instructions) OO
(5) Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
(6) Citizenship or Place of Organization USA
Number of Shares (7) Sole Voting Power 2,833,032
Beneficially Owned (8) Shared Voting Power 127,858
by Each Reporting (9) Sole Dispositive Power 2,833,032
Person with (10) Shared Dispositive Power 127,858
(11) Aggregate Amount Beneficially Owned by Each 2,960,890
Reporting Person
(12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See instructions)
(13) Percent of Class Represented by Amount in Row (11) 20.9%
(14) Type of Reporting Person (See instructions) IN
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CUSIP No. 227174-10-9 Schedule 13D
Schedule 13D
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(Filed Pursuant to Rule 13d-2)
Item 1. Security and Issuer.
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This Statement on Schedule 13D, as amended (the
"Statement"), relates to the shares ("Shares") of common stock,
par value $0.10 per share (the "Common Stock") of BRC Holdings,
Inc., a Delaware corporation (the "Issuer") which has its
principal executive offices located at 1111 West Mockingbird
Lane, Suite 1500, Dallas, Texas 75247.
Item 2. Identity and Background.
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(a)- (c) This Statement is filed by Kathryn Ayres Esping
and (f) ("Mrs. Esping" or the "Reporting Person").
Mrs. Esping's residence address is 4330 Bordeaux,
Dallas, Texas 75205. Mrs. Esping is the
Independent Executor of the estate of P. E. Esping
("Mr. Esping"), deceased, the former Chairman of
the Board and Chief Executive Officer of the
Issuer. Mrs. Esping was Mr. Esping's wife.
Mrs. Esping's principal occupation is the
management of personal assets and serving as the
Independent Executor of the estate of Mr. Esping.
(d) - (e) During the last five (5) years, the Reporting
Person has not been convicted in any criminal
proceeding (excluding traffic violations or
similar misdemeanors) nor has the Reporting Person
been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction
such that as a result of such proceeding, the
Reporting Person was or is 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.
Item 3. Source and Amount of Funds or Other Consideration.
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On July 24, 1998, Mrs. Esping was qualified under Texas law
as the Independent Executor of the estate of Mr. Esping.
Mr. Esping held of record 2,528,516 shares of the Common Stock,
was the holder of presently exercisable options to purchase
300,000 shares of the Common Stock issuable pursuant to presently
exercisable stock options and the beneficial holder of 4,516
shares of the Common Stock held in the Issuer's 401(k) Plan.
Mrs. Esping, as the Independent Executor of the Estate of
Mr. Esping, has the sole voting and investment power with regard
to all of the shares of the Common Stock held of record by
Mr. Esping, is entitled to exercise options to purchase shares of
the Common Stock issuable to Mr. Esping pursuant to presently
exercisable stock options
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CUSIP No. 227174-10-9 Schedule 13D
and is entitled to receive shares of the Common Stock held in the
Issuer's 401(k) Plan for the benefit of Mr. Esping.
Effective May 29, 1997, Mr. Esping donated 142,858 shares
(adjusted to reflect a 100% stock dividend paid on April 6, 1998)
of the Common Stock to the Esping Family Foundation, Inc., a
charitable organization organized under the laws of the State of
Texas (the "Foundation"). Mrs. Esping is a director of the
Foundation and may be deemed to be the beneficial owner (within
the meaning of the Securities Exchange Act of 1934, as amended
(the "Exchange Act")) of any shares of the Common Stock held by
the Foundation. As of the date of this Statement, the Foundation
held, of record, 127,858 shares of the Common Stock.
Item 4. Purpose of Transaction.
----------------------
As indicated in Item 3 above, Mrs. Esping, in her capacity
as Independent Executor of the estate of Mr. Esping and as a
member of the Board of Directors of the Foundation, acquired
shares of the Common Stock and certain derivative securities
exercisable or convertible into shares of the Common Stock. As of
the date of this Statement, Mrs. Esping holds such shares and
derivative securities for investment purposes only. As of the
date of this Statement, Mrs. Esping has not disposed of any
shares of the Common Stock. However, depending upon her
continuing assessment of pertinent factors, Mrs. Esping may, in
the future, elect to dispose of some or all of the shares of the
Common Stock held of record or beneficially by her from time to
time by means of privately negotiated sales, market transactions
or otherwise. Furthermore, depending upon her assessment of such
pertinent factors, Mrs. Esping may elect to acquire additional
shares of the Common Stock from time to time in the future. The
Foundation currently holds shares of the Common Stock for
investment purposes only. Depending upon the Foundation's
assessment of pertinent factors, and depending upon the income
needs of the Foundation, the Foundation may, in the future, elect
to dispose of some or all of the shares of the Common Stock held
by it from time to time by means of privately negotiated sales,
market transactions or otherwise.
Except as specifically contemplated herein, neither the
timing nor the circumstances of future acquisitions or
dispositions by Mrs. Esping or the Foundation has been determined
as of the date hereof.
Subject to the final sentence of this paragraph, the
Reporting Person does not have any present plans to effect any
extraordinary corporate transaction or a sale or transfer of a
material amount of assets of the Issuer or its subsidiaries; to
change the Issuer's management or its directors, business,
corporate structure, capitalization, dividend policy, Charter or
Bylaws; or to delete, delist or terminate the registration of any
of the securities of the Issuer. Furthermore, the Reporting
Person does not have any present plans to effect any action
similar to those identified in this Item, although she
specifically reserves the right to formulate such plans or
proposals in the future.
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CUSIP No. 227174-10-9 Schedule 13D
Item 5. Interest in Securities of the Issuer.
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(a) According to information supplied by the Issuer, the
Issuer had approximately 14,153,228 shares outstanding at
March 31, 1998. As of the date hereof, the Reporting Person may
be deemed to be the beneficial owner of an aggregate of 2,960,890
shares of Common Stock of the Issuer (of which 300,000 shares are
acquirable upon exercise of presently exercisable stock options)
constituting approximately 20.9% of the outstanding Common Stock
of the Issuer.
(b) Mrs. Esping has sole power to dispose of or direct the
disposition of 2,528,516 shares of the Common Stock held by her
in her capacity as Independent Executor of the estate of
Mr. Esping. In addition, Mrs. Esping shares the voting power with
respect to and has the sole power to direct the disposition of
4,516 shares of the Common Stock held on Mr. Esping's behalf in
the Issuer's 401(k) Plan (the shares voting power being with the
Trustee of such Plan) and has the sole power to exercise options
with respect to and dispose of or direct the disposition of
300,000 shares of the Common Stock issuable to Mr. Esping
pursuant to presently exercisable stock options. In addition, in
her capacity as a member of the Board of Directors of the
Foundation, Mrs. Esping shares, with other members of the Board
of Directors , the power to dispose or direct the disposition of
127,858 shares of the Common Stock held by the Foundation. The
other directors of the Foundation, with whom Mrs. Esping shares
the power to direct the disposition and voting of shares of the
Common Stock held thereby, as of the date hereof are all members
of Mrs. Esping's family.
(c) Except as set forth herein, the Reporting Person has
not effected or been a party to any transaction in the shares of
Common Stock during the sixty (60) days preceding the date of
this Statement.
(d) Mrs. Esping is the Independent Executor of the estate
of Mr. Esping. The last will and testament of Mr. Esping
provided, in general terms, for the distribution of his assets.
Although no person or entity has a presently exercisable right to
receive any of the shares of Common Stock held of record or
beneficially by Mr. Esping, in the course of performing her
duties as Independent Executor, Mrs. Esping will, from time to
time, make certain determinations regarding the distribution of
assets of Mr. Esping's estate among the beneficiaries named in
Mr. Esping's last will and testament. No such determinations have
been made as of the date of this Statement. In addition, in her
capacity as Independent Executor of the estate of Mr. Esping,
Mrs. Esping may make certain distributions of assets held of
record by Mr. Esping but as to which Mrs. Esping, in her
individual capacity, has a community property interest, to
herself. No determination has been made, as of the date hereof,
by Mrs. Esping regarding the proper treatment of shares of the
Common Stock held of record by Mr. Esping under the community
property laws of the State of Texas.
(e) Not applicable.
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CUSIP No. 227174-10-9 Schedule 13D
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
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Mrs. Esping is the Independent Executor of the estate of
Mr. Esping, and as such is the beneficial holder of all shares of
the Common Stock issued of record to Mr. Esping or receivable by
him pursuant to the exercise of stock options or upon
distribution of the proceeds of the Issuer's 401(k) Plan held for
his benefit. In addition, Mrs. Esping, as the wife of Mr. Esping,
may have an interest, pursuant to the community property laws of
the State of Texas, in some or all of the shares of the Common
Stock held of record or beneficially by Mr. Esping or receivable
by him upon the exercise of stock options or upon the
distribution of the assets of the Issuer's 401(k) Plan held for
his benefit.
Item 7. Materials to be filed as Exhibits.
---------------------------------
None
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SIGNATURE
After reasonable inquiry and to the best knowledge and
belief of the undersigned the undersigned certifies that the
information set forth in this Statement is true, complete and
correct.
DATED: July 29, 1998.
SIGNED: /s/ Kathryn Ayres Esping
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Kathryn Ayres Esping,
Individually and as Independent
Executor
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