SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
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)
August 29, 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. [x]
(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 7 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).
<PAGE>
Schedule 13D
CUSIP NO. 117418 400 13D Page 2 of 7 Pages
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
2,950,000
8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
2,950,000
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,950,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.1%
14. TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
Page 3 of 7 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.
Item 2. Identity and Background
(a) This statement is filed on behalf of Ariel Holdings LLC
("Ariel").
(b) The business address for Ariel is 5151 Collins Avenue, Miami Beach,
Florida 33140.
(c) Ariel's business consists of real estate and stock
investments.
(d) N/A
(e) N/A
Item 3. Source and Amount of Funds or other Consideration
Funds used by the Reporting Persons were generated by internal working
capital.
Item 4. Purpose of Transaction
Ariel has no plans referred to in Items 4(a)-4(j) of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) On August 29, 1997, Ariel completed the purchase of an aggregate of
1,350,000 shares of Common Stock at $.10 per share under a private placement.
Based upon information supplied by the Company, as of September 3, 1997, the
Company had outstanding 36,664,467 shares of Common Stock. As a result of this
transaction, Ariel is the beneficial owner of 2,950,000 shares, or 8.1% of the
total outstanding.
(b) Except as disclosed under item 6, Ariel has the sole
power to vote and dispose of the Common Stock.
<PAGE>
Page 4 of 7 Pages
(c) In addition to the purchase described in (a) hereof, during the
past 60 days, Ariel purchased the following shares of Common Stock on the dates
and at the prices indicated:
============================================================
Date Number of Shares Price
------------------------------------------------------------
8/25/97 5,000 $.38
------------------------------------------------------------
8/29/97 5,000 $.39
------------------------------------------------------------
9/3/97 10,000 $.38
------------------------------------------------------------
9/3/97 3,000 $.39
============================================================
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
On July 2, 1997, Robert Danial, a principal of Ariel, has agreed to
vote shares of Common Stock owned by him or his affiliates in favor of the
positions espoused by the Company's current Board of Directors.
Item 7. Material to be Filed as Exhibits
1. Voting Agreement respecting the Common Stock.
<PAGE>
Page 5 of 7 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: September 9, 1997
ARIEL HOLDINGS LLC
By: /s/
Robert Danial
Exhibit 1
<PAGE>
BRUSH CREEK MINING AND DEVELOPMENT CO., INC.
July 2, 1997
Mr. Robert Danial
124 East 40th Street
12th Floor
New York, New York 10016
Dear Robert:
This is to confirm that you have agreed to vote any and all blocks of
Brush Creek shares controlled by you or any of your affiliates in favor of the
positions espoused by the current Board of Directors.
Thank you for your continued support.
Sincerely,
/s/
Jim Chapin
CEO
