SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
BRUSH CREEK MINING AND DEVELOPMENT CO., INC.
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
117418 400
(CUSIP Number)
Louis A. Brilleman, Esq.
Heller, Horowitz & Feit, P.C.
292 Madison Avenue
New York, New York 10017
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 24, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement of Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d- I(b)(3) or (4), check the following box [ ]
Check the following box if a fee is being paid with the statement. [ ] (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7)
NOTE: Six copies of this statement, including all exhibits should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
(Continued on following pages)
(Page 1 of 4 Pages)
* 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 ("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).
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Schedule 13D
CUSIP NO. 117418 400 13D Page 2 of 4 Pages
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ariel Holdings LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(E) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7. SOLE VOTING POWER
4,050,000
8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
4,050,000
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,050,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%
14. TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT
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Page 3 of 4 Pages
Item 1. Security and Issuer
This statement relates to Common Stock, no par value (the "Common Stock"),
of Brush Creek Mining and Development Co., Inc., a Nevada corporation
("Company"). The address of the principal executive office of the Company is 970
East Main Street, Suite 200, Grass Valley, California 95945. This is amendment
No. 1 to a Schedule 13D (the "Schedule 13D") that was previously filed. Terms
not defined herein shall have the meaning ascribed to them in the Schedule 13D.
Unless amended hereby, all information contained in the Schedule 13D is
confirmed in all respects.
Item 5. Interest in Securities of the Issuer.
(a) On September 24, 1997, Ariel completed the purchase of an aggregate of
1,100,000 shares of Common Stock at $.07 per share under a private placement.
Based upon information supplied by the Company, as of October 1, 1997, the
Company had outstanding 41,000,000 shares of Common Stock. As a result of this
transaction, Ariel is the beneficial owner of 4,050,000 shares, or 9.9% of the
total outstanding.
Item 7. Material to be Filed as Exhibits
1. Voting Agreement respecting the Common Stock.*
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* Previously filed
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Page 4 of 4 Pages
SIGNATURES
After reasonable inquiry and to the best of the undersigned's knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: October 14, 1997
ARIEL HOLDINGS HOLDINGS LLC
By: /s/ Robert Danial
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