UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
CPS SYSTEMS, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
1261621064
(CUSIP Number)
March 25, 1998
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
[x] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 the disclosures provided
in a prior cover page.
The information required in 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>
CUSIP No. 1261621064 SCHEDULE 13G Page 2 of 9
1 Name Of Reporting Person BRICOLEUR CAPITAL MANAGEMENT, LLC
IRS Identification No. Of Above Person
2 Check The Appropriate Box If A Member Of A Group (a) [ ]
N/A
(b) [ ]
3 SEC USE ONLY
4 Citizenship Or Place Of Organization
Delaware, United States
5 Sole Voting Power
512,500
NUMBER OF
SHARES 6 Shared Voting Power
BENEFICIALLY
OWNED BY EACH -0-
REPORTING
PERSON WITH 7 Sole Dispositive Power
512,500
8 Shared Dispositive Power
-0-
9 Aggregate Amount Beneficially Owned By Each Reporting Person
512,500
10 Check Box If The Aggregate Amount In Row (9) Excludes Certain
Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
7.61%
12 Type Of Reporting Person*
IA<PAGE>
CUSIP No. 1261621064 SCHEDULE 13G Page 3 of 9
1 Name Of Reporting Person BRICOLEUR PARTNERS, L.P.
IRS Identification No. Of Above Person
2 Check The Appropriate Box If A Member Of A Group (a) [ ]
N/A
(b) [ ]
3 SEC USE ONLY
4 Citizenship Or Place Of Organization
California, United States
5 Sole Voting Power
-0-
NUMBER OF
SHARES 6 Shared Voting Power
BENEFICIALLY
OWNED BY EACH 512,500
REPORTING
PERSON WITH 7 Sole Dispositive Power
-0-
8 Shared Dispositive Power
512,500
9 Aggregate Amount Beneficially Owned By Each Reporting Person
512,500
10 Check Box If The Aggregate Amount In Row (9) Excludes Certain
Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
7.61%
12 Type Of Reporting Person*
PN<PAGE>
CUSIP No. 1261621064 SCHEDULE 13G Page 4 of 9
1 Name Of Reporting Person JOHN I. BLOOMBERG
IRS Identification No. Of Above Person ###-##-####
2 Check The Appropriate Box If A Member Of A Group (a) [ ]
N/A
(b) [ ]
3 SEC USE ONLY
4 Citizenship Or Place Of Organization
United States
5 Sole Voting Power
-0-
NUMBER OF
SHARES 6 Shared Voting Power
BENEFICIALLY
OWNED BY EACH 512,500
REPORTING
PERSON WITH 7 Sole Dispositive Power
-0-
8 Shared Dispositive Power
512,500
9 Aggregate Amount Beneficially Owned By Each Reporting Person
512,500
10 Check Box If The Aggregate Amount In Row (9) Excludes Certain
Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
7.61%
12 Type Of Reporting Person*
IN<PAGE>
CUSIP No. 1261621064 SCHEDULE 13G Page 5 of 9
1 Name Of Reporting Person DANIEL P. WIMSATT
IRS Identification No. Of Above Person ###-##-####
2 Check The Appropriate Box If A Member Of A Group (a) [ ]
N/A
(b) [ ]
3 SEC USE ONLY
4 Citizenship Or Place Of Organization
United States
5 Sole Voting Power
-0-
NUMBER OF
SHARES 6 Shared Voting Power
BENEFICIALLY
OWNED BY EACH 512,500
REPORTING
PERSON WITH 7 Sole Dispositive Power
-0-
8 Shared Dispositive Power
512,500
9 Aggregate Amount Beneficially Owned By Each Reporting Person
512,500
10 Check Box If The Aggregate Amount In Row (9) Excludes Certain
Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
7.61%
12 Type Of Reporting Person*
IN<PAGE>
CUSIP No. 1261621064 SCHEDULE 13G Page 6 of 9
1 Name Of Reporting Person ROBERT M. POOLE
IRS Identification No. Of Above Person ###-##-####
2 Check The Appropriate Box If A Member Of A Group (a) [ ]
N/A
(b) [ ]
3 SEC USE ONLY
4 Citizenship Or Place Of Organization
United States
5 Sole Voting Power
-0-
NUMBER OF
SHARES 6 Shared Voting Power
BENEFICIALLY
OWNED BY EACH 512,500
REPORTING
PERSON WITH 7 Sole Dispositive Power
-0-
8 Shared Dispositive Power
512,500
9 Aggregate Amount Beneficially Owned By Each Reporting Person
512,500
10 Check Box If The Aggregate Amount In Row (9) Excludes Certain
Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
7.61%
12 Type Of Reporting Person*
IN<PAGE>
CUSIP No. 1261621064 13G Page 7 of 9 Pages
Item 1(a). Name of Issuer.
CPS Systems, Inc. (the "Issuer").
Item 1(b). Address of Issuer's Principal Executive
Offices.
3400 Carlisle, Suite 500
Dallas, Texas 75204
Item 2(a). Names of Persons Filing.
Bricoleur Capital Management, Inc. ("Bricoleur"),
Bricoleur Partners, L.P. ("Partners"), Daniel P.
Wimsatt, John I. Bloomberg and Robert M. Poole.
Item 2(b). Address of Principal Business Office or, if
none, Residence.
The business address of Bricoleur, Partners, Daniel
P. Wimsatt and Robert M. Poole is 8910 University
Center Lane, Suite 570, San Diego, California
92122. The business address of John I. Bloomberg
is 1403 Park Avenue, Park City, Utah 84060.
Item 2(c). Citizenship.
Bricoleur is a Delaware limited liability company,
Partners is a California limited partnership,
Daniel P. Wimsatt, John I. Bloomberg and Robert M.
Poole are citizens of the United States.
Item 2(d). Title of Class of Securities.
Common Stock ("Common Stock").
Item 2(e). CUSIP Number. 1261621064
Item 3. Type of Reporting Person.
Bricoleur is an investment advisor registered under
Section 203 of the Investment Advisers Act of 1940
and the general partner of Partners. Partners is a
limited partnership. John I. Bloomberg is Chairman
and Director of Bricoleur, Daniel P. Wimsatt is the
President, Chief Executive Officer and a Director
of Bricoleur, and Robert M. Poole is the Senior<PAGE>
CUSIP No. 1261621064 13G Page 8 of 9 Pages
Vice President and Chief Financial Officer of
Bricoleur. Messrs. Bloomberg, Wimsatt and Poole
share investment power over Bricoleur's and, in
turn, Partner's investment portfolios.
Item 4. Ownership.
Reference is hereby made to Items 5-9 and 11 of the
cover pages to this Schedule 13G, which Items are
incorporated by reference herein.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More Than Five Percent on Behalf of
Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by
the Parent Holding Company.
See Item 4 above.
Item 8. Identification and Classification of Members of the
Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below, each of the undersigned
certifies that, to the best of his knowledge and belief, the
securities referred to above were acquired and are held in
the ordinary course of business and were not acquired and are
not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and
were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.<PAGE>
CUSIP No. 1261621064 13G Page 9 of 9 Pages
Signatures
After reasonable inquiry and to the best of my
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete and
correct.
BRICOLEUR CAPITAL MANAGEMENT, INC.
By: /s/ Robert M. Poole
_______________________________
Title: Sr. Vice President & C.F.O
DATED: April 10, 1998
/s/ John I. Bloomberg
____________________________________
JOHN I. BLOOMBERG
DATED: April 10, 1998
/s/ Daniel P. Wimsatt
___________________________________
DANIEL P. WIMSATT
DATED: April 10, 1998
/s/ Robert M. Poole
___________________________________
ROBERT M. POOLE
DATED: April 10, 1998<PAGE>
