-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, N2q9ymMf5tnqvYR2c5hY53xL4BKAdswDjDCpqx6gzAGQAPhnPmzau2YGJLMrx3ne L5thx63ynj+emvWzSXTtZg== 0000950152-00-000263.txt : 20000202 0000950152-00-000263.hdr.sgml : 20000202 ACCESSION NUMBER: 0000950152-00-000263 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000120 GROUP MEMBERS: BORROR REALTY CO GROUP MEMBERS: DAVID S. BORROR GROUP MEMBERS: DONALD A. BORROR GROUP MEMBERS: DOUGLAS G. BORROR GROUP MEMBERS: TERRY E. GEORGE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DOMINION HOMES INC CENTRAL INDEX KEY: 0000917857 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] IRS NUMBER: 311393233 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-49605 FILM NUMBER: 510051 BUSINESS ADDRESS: STREET 1: 5501 FRANTZ RD CITY: DUBLIN STATE: OH ZIP: 43017-0766 BUSINESS PHONE: 6147616000 MAIL ADDRESS: STREET 1: 5501 FRANTZ RD CITY: DUBLIN STATE: OH ZIP: 43017 FORMER COMPANY: FORMER CONFORMED NAME: BORROR CORP DATE OF NAME CHANGE: 19940124 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BORROR REALTY CO CENTRAL INDEX KEY: 0000938177 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 5501 FRANTZ ROAD CITY: DUBLIN STATE: OH ZIP: 43017 BUSINESS PHONE: 6147616196 MAIL ADDRESS: STREET 1: 5501 FRANTZ RD CITY: DUBLIN STATE: OH ZIP: 43017 SC 13D/A 1 DOMINION HOMES/BRC PROPERTIES SCHEDULE 13D/AM#2 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2 )* --- Dominion Homes, Inc. -------------------- (Name of Issuer) Common Shares, Without Par Value -------------------------------- (Title of Class of Securities) 257386 10 2 -------------- (CUSIP Number) Robert A. Meyer, Jr. Vice President and Secretary BRC Properties Inc. 5501 Frantz Road Dublin, Ohio 43017 (614) 761-6000 ------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 20, 2000 ------------------------------------------------------- (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(e), Rule 13d-1(f) or Rule 13d-1(g),check the following box. [ ] NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. *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 1 of 14 Pages Exhibit Index Appears on Page 14 2 CUSIP No. 257386 10 2 Page 2 of 14 pages SCHEDULE 13D 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: BRC Properties Inc. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) X ------ (b) ------ 3. SEC USE ONLY: 4. SOURCE OF FUNDS (SEE INSTRUCTIONS): 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: Ohio NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7. SOLE VOTING POWER: None 8. SHARED VOTING POWER: 4,116,500 (See Note 1) 9. SOLE DISPOSITIVE POWER: None 10. SHARED DISPOSITIVE POWER: 4,116,500 (See Note 1) 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 4,116,500 shares 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): ____ Not applicable 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 64.5% 14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): CO 3 CUSIP No. 257386 10 2 Page 3 of 14 pages SCHEDULE 13D 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: David S. Borror 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) X ------ (b) ------ 3. SEC USE ONLY: 4. SOURCE OF FUNDS (SEE INSTRUCTIONS): Not applicable 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e): ---- 6. CITIZENSHIP OR PLACE OF ORGANIZATION: United States of America NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7. SOLE VOTING POWER: 17,722 (See Note 2) 8. SHARED VOTING POWER: 4,116,500 (See Note 1) 9. SOLE DISPOSITIVE POWER: 24,870.4576 (See Notes 2 and 3) 10. SHARED DISPOSITIVE POWER: 4,116,500 (See Note 1) 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 4,141,370.4576 shares (See Note 4) 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): ----- Not applicable 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 64.9% 14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): IN 4 CUSIP No. 257386 10 2 Page 4 of 14 pages SCHEDULE 13D 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: Douglas G. Borror 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) X ----- (b) ----- 3. SEC USE ONLY: 4. SOURCE OF FUNDS (SEE INSTRUCTIONS): Not applicable 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e): ---- 6. CITIZENSHIP OR PLACE OF ORGANIZATION: United States of America NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7. SOLE VOTING POWER: 65,000 (See Note 5) 8. SHARED VOTING POWER: 4,116,500 (See Note 1) 9. SOLE DISPOSITIVE POWER: 112,500 (See Notes 5 and 6) 10. SHARED DISPOSITIVE POWER: 4,116,500 (See Note 1) 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 4,229,000 shares (See Note 7) 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): ---- Not Applicable 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 66.3% 14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): IN 5 CUSIP No. 257386 10 2 Page 5 of 14 pages SCHEDULE 13D 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: Donald A. Borror 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) X ----- (b) ----- 3. SEC USE ONLY: 4. SOURCE OF FUNDS (SEE INSTRUCTIONS): Not applicable 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e): ---- 6. CITIZENSHIP OR PLACE OF ORGANIZATION: United States of America NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7. SOLE VOTING POWER: 30,000 (See Note 8) 8. SHARED VOTING POWER: 4,116,500 (See Note 1) 9. SOLE DISPOSITIVE POWER: 77,500 (See Notes 8 and 9) 10. SHARED DISPOSITIVE POWER: 4,116,500 (See Note 1) 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 4,194,000 shares (See Note 10) 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): ---- Not applicable 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 65.7% 14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): IN 6 CUSIP No. 257386 10 2 Page 6 of 14 pages SCHEDULE 13D 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: Terry E. George 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) X ----- (b) ----- 3. SEC USE ONLY: 4. SOURCE OF FUNDS (SEE INSTRUCTIONS): Not applicable 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e): ---- 6. CITIZENSHIP OR PLACE OF ORGANIZATION: United States of America NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7. SOLE VOTING POWER: 27,000 (See Note 11) 8. SHARED VOTING POWER: 4,116,500 (See Note 1) 9. SOLE DISPOSITIVE POWER: 27,000 (See Note 11) 10. SHARED DISPOSITIVE POWER: 4,116,500 (See Note 1) 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 4,143,500 shares (See Note 12) 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): ---- Not applicable 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 64.7% 14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): IN 7 Notes to Cover Page of Schedule 13D ----------------------------------- Note 1. BRC Properties Inc. ("BRC") has shared voting and dispositive power with respect to 4,116,500 of the Common Shares, without par value (the "Shares"), of Dominion Homes, Inc. ("Dominion Homes") owned by BRC. Each of David S. Borror, Douglas G. Borror, Donald A. Borror and Terry E. George, by virtue of his status as either a director of BRC, an individual owning voting shares of BRC or a trustee of a trust owning voting shares of BRC, may be deemed to share voting and dispositive power with respect to the 4,116,500 Shares owned by BRC. See Notes 4, 7, 10 and 12. Note 2. David S. Borror has sole voting power with respect to 17,722 Shares. Note 3. David S. Borror has sole dispositive power with respect to the 17,722 Shares discussed in Note 2 and with respect to 7,148.4576 Shares held in his account under the Dominion Homes, Inc. Retirement Plan and Trust (the "Retirement Plan"). Note 4. David S. Borror disclaims beneficial ownership of the 4,116,500 Shares discussed in Note 1, and this report shall not be deemed an admission that David S. Borror is the beneficial owner of those Shares for purposes of Section 13(d) or 13(g) or for any other purpose. David S. Borror owns 18.7% of the issued and outstanding voting shares of BRC and 27.9% of the issued and outstanding non-voting shares of BRC, and is a trustee of an irrevocable trust which owns 24.9% of the issued and outstanding non-voting shares of BRC. Note 5. Douglas G. Borror has sole voting power with respect to 65,000 Shares. Note 6. Douglas G. Borror has sole dispositive power with respect to the 65,000 Shares discussed in Note 5 and with respect to 47,500 Shares held in his account under the Retirement Plan. Note 7. Douglas G. Borror disclaims beneficial ownership of the 4,116,500 Shares discussed in Note 1, and this report shall not be deemed an admission that Douglas G. Borror is the beneficial owner of those Shares for purposes of Section 13(d) or 13(g) or for any other purpose. Douglas G. Borror owns 35.5% of the issued and outstanding voting shares of BRC and 41.3% of the issued and outstanding non-voting shares of BRC, and is a joint trustee of a revocable trust which owns 41.1% of the issued and outstanding voting shares of BRC. Note 8. Donald A. Borror has sole voting power with respect to 30,000 Shares. Note 9. Donald A. Borror has sole dispositive power with respect to the 30,000 Shares discussed in Note 8 and with respect to 47,500 Shares held in his account under the Retirement Plan. Note 10. Donald A. Borror disclaims beneficial ownership of the 4,116,500 Shares discussed in Note 1, and this report shall not be deemed an admission that Donald A. Borror is the beneficial owner of those Shares for purposes of Section 13(d) or 13(g) or for any other purpose. Donald A. Borror is a joint trustee of a revocable trust (established by him) which owns 41.1% of the issued and outstanding voting shares of BRC. Note 11. Terry E. George has sole voting and dispositive power with respect to 27,000 Shares, which consist of 7,000 Shares owned by him and 20,000 Shares Page 7 of 14 pages 8 subject to an option which is currently exercisable by him, subject to the exercise of such option. Note 12. Terry E. George disclaims beneficial ownership of the 4,116,500 Shares discussed in Note 1, and this report shall not be deemed an admission that Terry E. George is the beneficial owner of those Shares for purposes of Section 13(d) or 13(g) or for any other purpose. Terry E. George owns 4.8% of the issued and outstanding voting shares of BRC and 5.9% of the issued and outstanding non-voting shares of BRC. Page 8 of 14 pages 9 Item 1. Security and Issuer. - ----------------------------- This Schedule 13D relates to the Common Shares, without par value (the "Shares"), of Dominion Homes, Inc., an Ohio corporation ("Dominion Homes"). The address of the principal executive offices of Dominion Homes is 5501 Frantz Road, Dublin, Ohio 43017. Item 2. Identity and Background. - --------------------------------- The persons filing this Schedule 13D are BRC Properties Inc. ("BRC"), David S. Borror, Douglas G. Borror, Donald A. Borror and Terry E. George. A. BRC is an Ohio corporation actively engaged in the business of owning and managing multifamily housing and commercial real estate. The business address of BRC is 5501 Frantz Road, Dublin, Ohio 43017. 1. The following list sets forth the directors of BRC: (a) David S. Borror, whose business address is 5501 Frantz Road, Dublin, Ohio 43017, is the Executive Vice President of Dominion Homes, which is a single family homebuilding company. David S. Borror is a citizen of the United States of America. (b) Douglas G. Borror, whose business address is 5501 Frantz Road, Dublin, Ohio 43017, is the Chairman and Chief Executive Officer of Dominion Homes. Douglas G. Borror is a citizen of the United States of America. (c) Donald A. Borror, whose business address is 5501 Frantz Road, Dublin, Ohio 43017, is the Chairman Emeritus of Dominion Homes. Donald A. Borror is a citizen of the United States of America. (d) Terry E. George, whose business address is 5501 Frantz Road, Dublin, Ohio 43017, is a Senior Vice President and the Treasurer of Dominion Homes. Terry E. George is a citizen of the United States of America. 2. The following list sets forth the executive officers of BRC: (a) Olga L. Borror, whose business address is 5501 Frantz Road, Dublin, Ohio 43017, is the President of BRC. Olga L. Borror is a citizen of the United States of America. (b) Joanne W. Borror, whose business address is 5501 Frantz Road, Dublin, Ohio 43017, is the Executive Vice President of BRC. Joanne W. Borror is a citizen of the United States of America. (c) Terry E. George is a Vice President and the Treasurer of BRC. Terry E. George's background is described in Item 2(A)(1)(d) above. (d) Robert A. Meyer, Jr., whose business address is 5501 Frantz Road, Dublin, Ohio 43017, is a Vice President and the Secretary of BRC, and is a Senior Vice President, the General Counsel and the Secretary of Dominion Homes. Robert A. Meyer, Jr. is a citizen of the United States of America. (e) Randolph B. Robert, Jr., whose business address is 5501 Frantz Road, Dublin, Ohio 43017, is a Vice President of BRC, and is the Vice President-Land Development of Dominion Homes. Randolph B. Robert, Jr. is a citizen of the United States of America. Page 9 of 14 pages 10 B. David S. Borror's background is described in Item 2(A)(1)(a) above. C. Douglas G. Borror's background is described in Item 2(A)(1)(b) above. D. Donald A. Borror's background is described in Item 2(A)(1)(c) above. E. Terry E. George's background is described in Item 2(A)(1)(d) above. F. During the last five years, none of BRC, David S. Borror, Douglas G. Borror, Donald A. Borror and Terry E. George and, to the best knowledge of BRC, none of the other individuals named in Item 2(A) above, has been convicted in a criminal proceeding. G. During the last five years, none of BRC, David S. Borror, Douglas G. Borror, Donald A. Borror and Terry E. George and, to the best knowledge of BRC, none of the other individuals named in Item 2(A) above, was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in 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. - ------------------------------------------------------------ Since the date of the initial filing of this Schedule 13D, David S. Borror, Douglas G. Borror, Donald A. Borror and Terry E. George have made periodic purchases of Shares through privately negotiated transactions, through open-market transactions and indirectly through the Dominion Homes, Inc. Retirement Plan and Trust. These acquisitions of Shares have been made for investment purposes using the personal resources of these individuals. On November 4, 1999, BRC purchased 5,000 Shares in an open-market transaction at a price of $6.2631 per Share. On November 5, 1999, BRC purchased 17,000 Shares in an open-market transaction at a price of $6.25 per Share. On November 12, 1999, BRC purchased 2,500 Shares in an open-market transaction at a price of $6.25 per Share. In each case, the working capital of BRC was used to pay the purchase price for the Shares. Effective January 2, 2000, David S. Borror received a distribution of 2,722 Shares pursuant to the terms of the Amended and Restated Dominion Homes, Inc. Executive Deferred Compensation Plan. On January 4, 2000, an option previously granted to Terry E. George became exercisable by him with respect to 4,000 Shares. Item 4. Purpose of Transaction. - --------------------------------- Each of BRC, David S. Borror, Douglas G. Borror, Donald A. Borror and Terry E. George may at any time and from time to time, subject to any applicable law, purchase additional Shares and may dispose of any or all Shares. Any such purchase or disposition may be made in the open market or in privately negotiated transactions. Each of BRC, David S. Borror, Douglas G. Borror, Donald A. Borror and Terry E. George currently believe that the Shares are trading at an attractive price, and, accordingly, each of BRC, David S. Borror, Douglas G. Borror, Donald A. Borror and Terry E. George may continue to purchase additional Shares. Except as set forth above, none of BRC, David S. Borror, Douglas G. Borror, Donald A. Borror or Terry E. George has any plans or proposals that relate to, or could result in, any of the matters referred to in paragraphs (b) through (j), inclusive, of Item 4 of Schedule Page 10 of 14 pages 11 13D. Each of BRC, David S. Borror, Douglas G. Borror, Donald A. Borror and Terry E. George may, at any time and from time to time, review or reconsider its or his position with respect to Dominion Homes, and formulate plans or proposals with respect to any such matter, but none of BRC, David S. Borror, Douglas G. Borror, Donald A. Borror or Terry E. George has any present intention of doing so. Item 5. Interest in Securities of the Issuer. - ----------------------------------------------
(A)(B) Beneficial Ownership of Shares: Shares Percent of Person Beneficially Owned Outstanding Shares (1) - ------ ------------------ ---------------------- BRC 4,116,500 (2) 64.5% David S. Borror 4,141,370.4576 (2)(3)(4)(5) 64.9% Douglas G. Borror 4,229,000 (2)(3)(4)(5) 66.3% Donald A. Borror 4,194,000 (2)(3)(4)(5) 65.7% Terry E. George 4,143,500 (2)(3)(4)(5) 64.7%
(1) Based on a total of 6,382,480 issued and outstanding Shares and 20,000 Shares that may be acquired by Terry E. George upon the exercise of an option. See Note 3. (2) BRC has shared voting and dispositive power with respect to 4,116,500 Shares owned by BRC. Each of David S. Borror, Douglas G. Borror, Donald A. Borror and Terry E. George, by virtue of his status as either a director of BRC, an individual owning voting shares of BRC or a trustee of a trust owning voting shares of BRC, may be deemed to share voting and dispositive power with respect to the 4,116,500 Shares owned by BRC. See Note 5. (3) David S. Borror has sole voting power with respect to 17,722 Shares. Douglas G. Borror has sole voting power with respect to 65,000 Shares. Donald A. Borror has sole voting power with respect to 30,000 Shares. Terry E. George has sole voting and dispositive power with respect to 27,000 Shares, which consist of 7,000 Shares owned by him and 20,000 Shares subject to an option which is currently exercisable by him, subject to the exercise of such option. (4) David S. Borror has sole dispositive power with respect to the 17,722 Shares discussed in Note 3 and with respect to 7,148.4576 Shares held in his account under the Retirement Plan. Douglas G. Borror has sole dispositive power with respect to the 65,000 Shares discussed in Note 3 and with respect to 47,500 Shares held in his account under the Retirement Plan. Donald A. Borror has sole dispositive power with respect to the 30,000 Shares discussed in Note 3 and with respect to 47,500 Shares held in his account under the Retirement Plan. (5) David S. Borror disclaims beneficial ownership of the 4,116,500 Shares discussed in Note 2, and this report shall not be deemed an admission that David S. Borror is the beneficial owner of those Shares for purposes of Section 13(d) or 13(g) or for any other purpose. David S. Borror owns 18.7% of the issued and outstanding voting shares of BRC and 27.9% of the issued and outstanding non-voting shares of BRC, and is a trustee of an irrevocable trust which owns 24.9% of the issued and outstanding non-voting shares of BRC. Douglas G. Borror disclaims beneficial ownership of the 4,116,500 Shares discussed in Note 2, and this report shall not be deemed an admission that Page 11 of 14 pages 12 Douglas G. Borror is the beneficial owner of those Shares for purposes of Section 13(d) or 13(g) or for any other purpose. Douglas G. Borror owns 35.5% of the issued and outstanding voting shares of BRC and 41.3% of the issued and outstanding non-voting shares of BRC, and is a joint trustee of a revocable trust which owns 41.1% of the issued and outstanding voting shares of BRC. Donald A. Borror disclaims beneficial ownership of the 4,116,500 Shares discussed in Note 2, and this report shall not be deemed an admission that Donald A. Borror is the beneficial owner of those Shares for purposes of Section 13(d) or 13(g) or for any other purpose. Donald A. Borror is a joint trustee of a revocable trust (established by him) which owns 41.1% of the issued and outstanding voting shares of BRC. Terry E. George disclaims beneficial ownership of the 4,116,500 Shares discussed in Note 2, and this report shall not be deemed an admission that Terry E. George is the beneficial owner of those Shares for purposes of Section 13(d) or 13(g) or for any other purpose. Terry E. George owns 4.8% of the issued and outstanding voting shares of BRC and 5.9% of the issued and outstanding non-voting shares of BRC. (C) See Item 3 and Item 4 of this Schedule 13D above. (D) Not applicable. (E) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect - ------------------------------------------------------------------------------- to Securities of the Issuer. ---------------------------- The information contained in Item 6 of Schedule 13D previously filed with the Commission on August 14, 1997, to which this Amendment No. 2 relates is hereby incorporated by reference in this Amendment No. 2. Item 7. Material to be Filed as Exhibits: - ------------------------------------------ The Exhibits contained in Item 7 of Schedule 13D previously filed with the Commission on August 14, 1997, to which this Amendment No. 2 relates are hereby incorporated by reference in this Amendment No. 2. Page 12 of 14 pages 13 SIGNATURES ---------- After reasonable inquiry and to the best of my knowledge and belief, I hereby certify that the information set forth in this statement is true, complete and correct. Date: January 20, 2000 BRC PROPERTIES INC. By: /s/ Robert A. Meyer, Jr. --------------------------------------- Robert A. Meyer, Jr. Vice President and Secretary /s/ David S. Borror --------------------------------------- David S. Borror /s/ Douglas G. Borror --------------------------------------- Douglas G. Borror /s/ Donald A. Borror --------------------------------------- Donald A. Borror /s/ Terry E. George --------------------------------------- Terry E. George Page 13 of 14 pages 14 EXHIBIT INDEX ------------- Exhibit Description Number of Exhibit Page - ------ ---------- ---- 1 Joint Filing Agreement, * dated August 13, 1997 2 Close Corporation Agreement * of BRC dated January 4, 1994 3 Shareholder Agreement, * dated January 20, 1994 - ---------------------------- * Previously filed or incorporated by reference Page 14 of 14 pages -----END PRIVACY-ENHANCED MESSAGE-----