-----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, J2O+ZGpVPdcd5ih7fgxmCqF01Ao0hIcR5svbZM8i/273mAdjx+EA3Wip+XEpdjEq qwdvcrYujJP0TPmjZIQYXA== 0001047469-98-043336.txt : 19981209 0001047469-98-043336.hdr.sgml : 19981209 ACCESSION NUMBER: 0001047469-98-043336 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19981208 SUBJECT COMPANY: 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: SC 14D9/A SEC ACT: SEC FILE NUMBER: 005-09063 FILM NUMBER: 98765855 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 FILED BY: 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: SC 14D9/A 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 SC 14D9/A 1 SCHEDULE 14D9/A - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ SCHEDULE 14D-9/A (AMENDMENT NO. 5) Solicitation/Recommendation Statement Pursuant to Section 14(d)(4) of the Securities Exchange Act of 1934 ------------------------ BRC HOLDINGS, INC. (Name of Subject Company) ------------------------ BRC HOLDINGS, INC. (Name of Person(s) Filing Statement) ------------------------ COMMON STOCK $.10 PAR VALUE (Title of Class of Securities) 227174-10-9 (CUSIP Number of Class of Securities) ------------------------ JERROLD L. MORRISON PRESIDENT AND CHIEF OPERATING OFFICER BRC HOLDINGS, INC. 1111 W. MOCKINGBIRD LANE, SUITE 1400 DALLAS, TEXAS 75247-5014 (214) 688-1800 (Name, Address and Telephone Number of Person Authorized to Receive Notice and Communications on Behalf of the Person(s) Filing Statement) WITH COPIES TO: JEFFERY M. SONE, ESQ. CHARLES S. GILBERT, ESQ. ARTER & HADDEN, LLP JACKSON WALKER L.L.P 1717 MAIN STREET, SUITE 4100 901 MAIN STREET, SUITE 6000 DALLAS TX 75201-4605 DALLAS, TEXAS 75202 (214) 761-2100 (214) 953-6000
- -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- This Amendment No. 5 to the Solicitation/Recommendation Statement on Schedule 14D-9 (the "Statement") relates to the tender offer (the "Offer") disclosed in a Tender Offer Statement on Schedule 14D-1, dated October 23, 1998 (the "Schedule 14D-1") of ACS Acquisition Corporation, a Delaware corporation (the "Purchaser") and a wholly-owned subsidiary of Affiliated Computer Services, Inc., a Delaware corporation ("ACS"), for 8,704,238 shares of Common Stock, par value $.10 per share (the "Shares"), of the Company. The purpose of this Amendment No. 5 is to amend and supplement Items 8 and 9 of the Schedule 14D-9 as described below. ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED. Item 8 is hereby amended and supplemented by the addition of the following: On December 4, 1998, the Company received a letter (the "Matador Letter") from Matador Capital Management Corporation ("Matador Capital"), one of the plaintiffs in the stockholder litigation previously disclosed in Item 8 of the Company's 14D-9/A, in which Matador Capital proposed to acquire, through an affiliated entity, all of the outstanding stock of the Company at a price of $21 per share, subject to the completion of due diligence, execution of definitive documentation and completion of financing for the transaction. The Matador Letter is attached as Exhibit 25 to this Amendment No. 5 to the Company's Schedule 14D-9 and is incorporated herein by reference. On December 6, 1998, the Board of Directors of the Company met to review the Matador Letter. Based on such review and consultation with the Company's financial advisors and legal counsel, the Board of Directors approved the providing of nonpublic information regarding the Company to Matador Capital, subject to the execution by Matador Capital of a confidentiality agreement. Matador Capital executed and delivered to the Company a confidentiality agreement on December 7, 1998. ITEM 9. MATERIAL TO BE FILED AS EXHIBITS. Item 9 is hereby amended and supplemented as follows: Exhibit 1 Agreement and Plan of Merger, dated October 18, 1998, among ACS, the Company and Purchaser.(2)(4) Exhibit 2 Transitional Compensation Agreement, dated October 9, 1998, between the Company and Jerrold L. Morrison.(2)(4) Exhibit 3 Transitional Compensation Agreement, dated October 9, 19981, between the Company and Harvey Braswell.(2)(4) Exhibit 4 Transitional Compensation Agreement, dated October 9, 1998, between the Company and Thomas E. Kiraly.(2)(4) Exhibit 5 Transitional Compensation Agreement, dated October 9, 1998, between the Company and Bernard J. Owens.(2)(4) Exhibit 6 Agreement, dated October 18, 1998, between the Company and Paul T. Stoffel.(2)(4) Exhibit 7 Stock Tender Agreement, dated October 19, 1998, by and between ACS, Purchaser and each of Paul T Stoffel, individually, and Kathryn Ayres Esping, individually and as Independent Executor of the Estate of PE. Esping and as Director of the Esping Family Foundation.(2)(4) Exhibit 8 Letter, dated October 23, 1998, to the stockholders of the Company from the Chief Operating Officer of the Company.(1)(4) Exhibit 9 Opinion of Donaldson Lufkin & Jenrette, dated October 18, 1998.(1)(4) Exhibit 10 Press Release by the Company, dated October 19, 1998.(2)(4)
1 Exhibit 11 Complaint--Matador Capital Management Corporation, Everglades Partners, L.P., Everglades Offshore Fund, Ltd. and Contrarian Opportunities Fund, L.P. v. BRC Holdings, Inc., ACS Acquisition Corporation, Affiliated Computer Services, Inc., Paul T Stoffel, L. D. Brinkman, Robert E. Masterson and David H. Monnich, C.A. No. 16758-NC (Del. Ch., filed October 30, 1998).(2)(4) Exhibit 12 Press Release by the Company, dated November 2, 1998.(2)(4) Exhibit 13 Press Release by ACS, dated November 16, 1998.(2)(4) Exhibit 14 Letter dated November 16, 1998 from ACS and Purchaser to the Company.(2)(4) Exhibit 15 Letter dated November 16, 1998, to the stockholders of the Company from the Chairman of the Board of the Company.(1)(4) Exhibit 16 Press Release by the Company, dated November 17, 1998.(2)(4) Exhibit 17 Press Release by ACS, dated November 25, 1998.(2)(4) Exhibit 18 Press Release by the Company, dated November 25, 1998.(2)(4) Exhibit 19 Opinion, dated November 25, 1998, In the Court of Chancery of the State of Delaware in and for New Castle County.(2)(4) Exhibit 20 Letter dated November 30, 1998 from ACS and Purchaser to the Company.(2)(4) Exhibit 21 Letter dated December 2, 1998, to the stockholders of the Company from the Chairman of the Board of the Company.(1)(4) Exhibit 22 Press Release by ACS, dated December 1, 1998.(2)(4) Exhibit 23 Press Release by ACS, dated December 1, 1998.(2)(4) Exhibit 24 Order, dated December 2, 1998, In the Court of Chancery of the State of Delaware in and for New Castle County.(2)(4) Exhibit 25 Letter, dated December 4, 1998, from Matador Capital Management to the Board of Directors of BRC Holdings, Inc.(2)(5) Exhibit 26 Press Release by the Company, dated December 4, 1998.(2)(5)
- ------------------------ (1) These documents were included in the materials mailed to stockholders pursuant to the Offer. (2) These documents were filed with the Securities and Exchange Commission as exhibits to this Statement, but were not included in the mailing to stockholders. Such documents and other information may be inspected at the public reference facilities maintained by the Securities and Exchange Commission (the "Commission") at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the regional offices of the Commission located at Seven World Trade Center, 13th Floor, New York, New York 10048 and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such material may also be obtained at prescribed rates from the Public Reference Section of the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549. The Commission also maintains a World Wide Web site on the Internet at http://www.sec.gov that contains reports and other information regarding registrants that file electronically with the Commission. Such material may also be inspected at the offices of The Nasdaq Stock Market, 1735 K Street, N.W., Washington, D.C. 20006. (3) Schedules to this Agreement have been omitted but description of such schedules may be found in the Agreement where referred to. The Company hereby undertakes to provide copies of such omitted schedules to the staff of the Commission upon request. (4) Previously filed. (5) Filed herewith. 2 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 CORRECT. BRC HOLDINGS, INC. By: /s/ THOMAS E. KIRALY ----------------------------------------- Thomas E. Kiraly CHIEF FINANCIAL OFFICER
Date: December 8, 1998 3 EX-25 2 EXHIBIT 25 [LETTERHEAD] December 4, 1998 VIA FACSIMILE Board of Directors c/o Mr. Paul Stoffel, Chairman of the Board c/o Mr. Jerrold L. Morrison, President, Chief Operating Officer BRC Holdings, Inc. 1111 W. Mockingbird Lane, Suite 1400 Dallas, Texas 75247 Gentlemen: Matador Capital Management hereby proposes to acquire, through an affiliated entity, all of the outstanding stock of BRC Holdings, Inc. ("BRC") at a price of $21 per share. The $21 proposal would be subject to the completion of due diligence, execution of definitive documentation and completion of financing for the transaction. In connection with such financing, we have held discussions with several financing sources, which have indicated a high degree of interest in providing a significant portion of the equity financing required for such a transaction. Matador believes that the combination of equity and debt available through its own resources and other financing sources will be sufficient to complete this deal. The financing source that would likely be the lead investor is a private equity investment firm that currently manages in excess of $1.5 billion through several limited partnerships. Over its twenty-five year history it has completed almost 100 transactions in a variety of service and industrial businesses. We are highly motivated to move expeditiously to close this transaction. In order to facilitate our proposal, we hereby request access for ourselves, and our financing sources, to confidential information relating to BRC including the right to meet with senior company officers. Matador, and its financial advisor, Jefferies & Company, Inc., and its financing sources are prepared to meet immediately with the Company's President and Chief Operating Officer to accelerate its due diligence. Since time is of the essence, we respectfully request an immediate reply. Sincerely, /s/ Jeffrey A. Berg Jeffrey A. Berg Attachment AFFILIATED INVESTORS/BOARD Several individual investors who will take an active role on the Board, in addition to representatives of the financing sources, include the following: - ROBERT J. LEVENSON has been Director of First Data Corporation (NYSE - FDC) since 1992. He has been Executive Vice President of First Data Corporation from 1993 to the present. Former Senior Executive Vice President, Chief Operating Officer, and Member of the Office of the President and Director of Medeo Containment Services, Inc., a provider of managed care prescription benefits, from October 1990 to December 1992 (Medeo was acquired by Merck in a $6 billion transaction). From 1985 until October 1990, he was a Group President and Director of ADP (NYSE - ADP). Mr. Levenson is a Director of Superior TeleCom, Inc. (NYSE - SUT), Vestcom International, Inc. (OTC - VESC), and Emisphere Technologies, Inc. (OTC - EMIS). - CURTIS LEE SMITH, JR. is Chairman of the Board and Chief Executive Officer of New Horizons Worldwide (OTC - NEWH), North America's largest and fastest growing software training company. Mr. Smith has served as the Company's Chairman of the Board and Chief Executive Officer and as a Director since July 1986, and had the additional title and duties of President from August 1989 through July 1992. Mr. Smith served as President of National Copper & Smelting Co., a Cleveland, Ohio-based manufacturer and distributor of copper products from 1962 to 1985. Mr. Smith also serves as a Director of Dental Care Alliance (OTC - DENT) and Strategic Diagnostics, Inc. (OTC - SDIX), both public companies. EX-26 3 EXHIBIT 26 FOR IMMEDIATE RELEASE Contact: Thomas Kiraly Executive Vice President & Chief Financial Officer (214) 905-2370 BRC RECEIVES ACQUISITION PROPOSAL FROM MATADOR Dallas, Texas, December 4, 1998 -- BRC Holdings, Inc. (Nasdaq: BRCP) ("BRC") said today it has received a proposal from Matador Capital Management to acquire all of the outstanding common stock of BRC. Matador proposed, subject to due-diligence, execution of definitive documentation and the completion of unspecified financing, to acquire the Company's common stock at $21 per share. In its correspondence to BRC, Matador did not specify the structure or timing of its proposed transaction. BRC's Board of Directors will give prompt consideration to the proposal. BRC, based in Dallas, Texas, is an information technology services firm with thirty years experience in providing consulting, project management, technical support and systems services that enable its clients to achieve their strategic and operational objectives. BRC specializes in information technology outsourcing, consulting, information systems and document management. BRC is ITAA*2000 certified. For more information about BRC, visit the Company's web site at www.brcp.com. -----END PRIVACY-ENHANCED MESSAGE-----