-----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, LbpWle6wJTb0SrsTPrTbOrCEBkCYW1MDRQv1LoVRvQr2F9dIVXr8UdzhbNLXew+R ckLMKJBHvHt6DOMtn2iSMw== 0000205219-97-000018.txt : 19971121 0000205219-97-000018.hdr.sgml : 19971121 ACCESSION NUMBER: 0000205219-97-000018 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19971120 ITEM INFORMATION: FILED AS OF DATE: 19971120 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: BRC HOLDINGS INC CENTRAL INDEX KEY: 0000205219 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 751533071 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-08615 FILM NUMBER: 97724930 BUSINESS ADDRESS: STREET 1: 1111 W MOCKINGBIRD LN STREET 2: STE 1400 CITY: DALLAS STATE: TX ZIP: 75247 BUSINESS PHONE: 2146881800 MAIL ADDRESS: STREET 1: 1111W MOCKINGBIRD LANE STREET 2: SUITE 1400 CITY: DALLAS STATE: TX ZIP: 75247 FORMER COMPANY: FORMER CONFORMED NAME: BUSINESS RECORDS CORPORATION HOLDING CO DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: CRONUS INDUSTRIES INC DATE OF NAME CHANGE: 19900813 8-K 1 P-i UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 20, 1997 Date of Report (Date of earliest event reported) BRC HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 0-8615 75-1533071 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 1111 W. Mockingbird Lane Suite 1500 Dallas, Texas 75247 (Address of Principal Executive Offices) (Zip Code) (214) 688-1800 (Registrant's Telephone Number, Including Area Code) P-1 Item 5. Other Events. As permitted by General Instruction F to Form 8-K promulgated under the Securities Exchange Act of 1934, as amended, BRC Holdings, Inc., a Delaware corporation (the "Registrant"), is filing as an exhibit to this Current Report on Form 8-K, that press release issued by and on behalf of the Registrant on November 20, 1997. Furthermore, the parties to the definitive agreements for the sale of the Registrant's election business, as outlined in the press release on Exhibit 99.1, consummated the transaction on November 20, 1997. ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits. (a) Exhibits. Exhibit No. Document Description 99.1 Press release issued by the Registrant on November 20, 1997. P-2 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. BRC HOLDINGS, INC. (Registrant) By DATE: November 20, 1997 Thomas E. Kiraly Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) P-3 EXHIBIT INDEX EXHIBIT NO. DOCUMENT DESCRIPTION 99.1 Press release issued by the Registrant on November 20, 1997 P-4 Exhibit 99.1 FOR IMMEDIATE RELEASE Contacts: P.E. Esping Chairman and Chief Executive Officer- BRC Holdings, Inc. (214) 905-2340 William Welsh President and Chief Executive Officer- American Information Systems, Inc. (402) 593-0101 Derry L. Hobson Vice President and General Manager- Smurfit Packaging Corporation (209) 592-8327 BRC ANNOUNCES RESTRUCTURING OF ELECTION BUSINESS SALE AND SIGNING OF DEFINITIVE AGREEMENTS Dallas, Texas, November 20, 1997 -- BRC Holdings, Inc. ("BRC")(NASDAQ-BRCP) announced today that it has received word from the Department of Justice, Antitrust Division ("DOJ") and the Federal Trade Commission that, based on certain changes to the structure of the sale of its election business, BRC has been granted a termination of the Hart-Scott-Rodino review period. Based on the DOJ's actions, BRC announced that it has executed new definitive agreements for the sale of its election business with American Information Systems, Inc. ("AIS") and the Sequoia Pacific Systems division of Smurfit Packaging Corporation ("Sequoia"). The DOJ had conducted a lengthy antitrust investigation of the transaction which was originally entered into between BRC and AIS on November 21, 1996. To satisfy DOJ concerns, in addition to selling its election business to AIS, BRC has agreed to sell certain technology rights to Sequoia. As a result, both AIS and Sequoia will be able to offer the optical scan vote tabulation products previously sold by BRC. AIS has assumed responsibility for BRC's existing customers. Additionally, BRC has agreed to remain as an active partner with AIS and Sequoia in the election business for a transition period. Under the revised transaction, BRC will receive approximately $33.2 million in cash, a $14.1 million subordinated note and will retain $12.2 million in long-term customer notes and installment receivables. The purchase price is subject to adjustment based on the conclusion of a final audit of the assets to be transferred. The transaction is expected to close within the next two days. P-5 "I'm pleased that we've been able to reach an agreement with AIS and Sequoia whereby our customers will continue to be assured of high quality products and services," said P.E. Esping, Chairman and Chief Executive Officer of BRC. "We're pleased to assist the companies through a transition period to ensure that the high standards which we've cultivated in the election systems business will remain and be enhanced in the years to come," said Mr. Esping. William Welsh, President and Chief Executive Officer of AIS said, " We're pleased to complete this agreement as we begin to prepare for the busy 1998 election calendar. We expect to continue to serve and support BRC's customers far into the future." Derry Hobson, Vice President and General Manager of Smurfit Packaging Corporation said "We're pleased to add the BRC line of election systems to our business. This agreement allows us to provide paper ballot tabulation equipment while continuing to serve our existing customers and those who prefer our direct response electronic products." The revised transaction structure provides that BRC will continue to manage certain election production facilities for a period of four months to two years. During that time, BRC will be reimbursed for the expenses it incurs. BRC, headquartered in Dallas, Texas, provides specialized information systems, consulting and other services to local government and health care enterprises nationwide. ### The matters discussed herein may include forward-looking statements that involve risks and uncertainties. The Company's actual results may differ materially from those discussed it the forward-looking statements. Potential risks and uncertainties include further regulatory review or intervention in the pending sale of the Company's election business, inability of the parties to consummate the pending election business sale due to financing or other factors, market responses to the Company's product and service offerings, pricing pressures, results from litigation, the timely development and acceptance of new products and services, changes in customer preferences and inventory risks due to shifts in market demand. Consequently, the actual results realized by the Company could differ materially from the statements made herein. Stockholders of the Company are cautioned not to place undue reliance on the forward-looking statements made herein. -----END PRIVACY-ENHANCED MESSAGE-----