SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Amendment 1
Under the Securities Exchange Act of 1934
Brassie Golf Corp.
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(Name of Issuer)
Common Stock, $.001
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(Title of Class of Securities)
10553K105
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(CUSIP Number)
Robert T. Arnold
Meridian Fund, Ltd.
601 Jefferson, Suite 4000
Houston, Texas 77002
(713) 651-2310
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
This Amendment: July 17, 1996
Original: October 26, 1995
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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 [ ].
Check the following box if a fee is being paid with the statement [ ].
SCHEDULE 13D
CUSIP No. 10553K105
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Meridian Fund, Ltd.
76-0434398
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ X ]
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
Texas
<PAGE>
7 SOLE VOTING POWER
COMMON STOCK
Original: 1,161,500
Amendment: 816,500
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY COMMON STOCK 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH COMMON STOCK
Original: 1,161,500
Amendment: 816,500
10 SHARED DISPOSITIVE POWER
COMMON STOCK 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
COMMON STOCK
Original: 1,161,500
Amendment: 816,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
COMMON STOCK
Original: 6.8%
Amendment: 4.4%
14 TYPE OF REPORTING PERSON
PN
Item 1. Security and Issuer.
The security to which this statement relates is the Common Stock, $.001
par value per share (the "Common Stock"), of Brassie Golf Corp., a Delaware
corporation (the "Company"). The Common Stock is traded on the NASDAQ Small
Capital Market. The principal offices of the Company are located at 5806-A
Breckenridge Parkway, Tampa, FL 33610.
Item 2. Identity and Background.
This Schedule 13D is filed by Meridian Fund, Ltd. ("Meridian"). Meridian
is a Texas limited partnership, whose principal executive offices are located
at 601 Jefferson, Suite 4000, Houston, Texas 77002. Meridian is an investment
fund whose objective is to achieve capital growth primarily through long-term
investments in the equity or equity-related securities of a relatively small
number of companies.
Pursuant to General Instruction "C" for Schedule 13D, set forth below
is certain information concerning (i) each executive officer and director
(or similar person) of Meridian, (ii) each person controlling Meridian and
(iii) each executive officer and director (or similar person) of such
controlling person.
The general partner of Meridian is Meridian Advisors, Ltd., a Texas
limited partnership whose principal executive offices are located at 601
Jefferson, Suite 4000, Houston, Texas 77002. The general partner of Meridian
Advisors, Ltd. is Meridian Group, Inc., whose principal executive offices are
located at 601 Jefferson, Suite 4000, Houston, Texas 77002. Meridian Group,
Inc. is currently owned and controlled by Charles Miller and Robert T.
Arnold. No other person controls Meridian.
Charles Miller has his principal business address at 601 Jefferson, Suite
4000, Houston, Texas 77002. His principal occupation is as Chairman of
Meridian Advisors, Ltd., which has its principal business address at 601
Jefferson, Suite 4000, Houston, Texas 77002. He is a citizen of the United
States.
Robert T. Arnold has his principal business address at 601 Jefferson,
Suite 4000, Houston, Texas 77002. His principal occupation is as President
and Chief Executive Officer of Meridian Advisors, Ltd., which has its principal
business address at 601 Jefferson, Suite 4000, Houston, Texas 77002. He is a
citizen of the United States.
The executive officers of Meridian Group, Inc. are: Charles Miller
(Chairman of the Board) and Robert T. Arnold (President, Chief Executive
Officer, Secretary and Treasurer). The directors of Meridian Group, Inc.
are: Charles Miller and Robert T. Arnold. Information concerning Mr. Miller
and Mr. Arnold is furnished above.
During the last five years, none of Meridian, Meridian Advisors, Ltd.,
Meridian Group, Inc., Mr. Miller or Mr. Arnold has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
During the last five years, none of Meridian, Meridian Advisors, Ltd.,
Meridian Group, Inc., Mr. Miller or Mr. Arnold has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding 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.
The Common Stock is traded on the NASDAQ Small Capital Market. The
aggregate amount of funds required by Meridian to purchase the Common Stock
was $1,941,325. All funds used to purchase such securities were obtained
from the working capital of Meridian and no part of the purchase price for
the securities consisted of borrowed funds.
Item 4. Purpose of Transaction.
The purpose of the purchase of the Common Stock and Warrants by
Meridian is for general investment purposes.
Meridian intends to review continuously its equity position in the
Company. Depending upon future evaluations of the business prospects of the
Company and upon other developments, including, but not limited to, general
economic and business conditions and money market and stock market conditions,
Meridian may determine to increase or decrease its equity interest in
the Company by acquiring additional shares of Common Stock or Warrants or
by disposing of all or a portion of its holdings of Common Stock or Warrants,
subject to any applicable legal and contractual restrictions on its ability
to do so.
Meridian purchased 600,000 shares on August 18, 1994 through a direct
purchase from the Company; 11,500 shares through broker transactions from
December 30, 1994 through June 30, 1995 and 550,000 shares through a direct
purchase on October 26, 1995 from the Company.
Except as set forth herein, Meridian does not have any plans or proposals
which would relate to or result in:
(a) The acquisition of additional securities of the Company, or the
disposition of securities of the Company;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the Company or
of any of its subsidiaries;
(d) Any change in the present board of directors or management of the
Company, 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 Company;
(f) Any other material change in the Company's business or corporate
structure;
(g) Changes in the Company'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 Company to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities
association;
(i) A class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934 (the "Exchange Act"); or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) - (b) At the date of the original 13D, Meridian had the sole power
to vote and dispose of 1,161,500 shares of the Common Stock. The Common
Stock held by Meridian represented approximately 6.8% of the 17,202,000
shares of Common Stock outstanding as of November 1, 1995, based on
information provided by the Company.
At the date of this Amendment, Meridian has the sole power to vote and
dispose of 816,500 shares of the Common Stock. The Common Stock held by
Meridian represents approximately 4.4% of the 18,626,036 shares of Common
Stock outstanding as of June 30, 1996, based on information provided by
the Company.
Except as described herein, Meridian does not have the sole or shared
voting power to vote or the sole or shared power to dispose of any shares
of Common Stock or Warrants.
To the knowledge of the Meridian, none of the individuals named in
Item 2 has the sole or shared power to vote or the sole or shared power to
dispose of any shares of Common Stock or Warrants.
(c) Except as stated herein, no transactions in shares of Common Stock
or Warrants were effected during the past 60 days by Meridian or, to the best
of its knowledge, any of the individuals identified in Item 2.
(d) Not applicable.
(e) SUBSEQUENT TO THE ORIGINAL FILING OF THE 13D, AND BETWEEN
JUNE 20, 1996 AND JULY 17, 1996, MERIDIAN SOLD 345,000 SHARES OF THE
COMMON STOCK OF THE COMPANY. THESE SALES BRING MERIDIAN'S HOLDINGS
TO LESS THAN 5% OF THE 18,626,036 SHARES OF THE COMPANY OUTSTANDING
AS OF JUNE, 30, 1996, BASED ON INFORMATION PROVIDED BY THE COMPANY.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer.
Not applicable.
Item 7. Material to be Filed as Exhibits.
None.
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 accurate.
Dated: September 26, 1996
Meridian Fund, Ltd.
By Meridian Advisors, Ltd., its General Partner
By Meridian Group, Inc., its General Partner
By: /s/ ROBERT T. ARNOLD
Name: Robert T. Arnold
Title: President and Chief Executive Officer
