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 22, 1996
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)
<PAGE> 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 22, 1996, which such press release is specifically incorporated herein
by reference.
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 22, 1996.
<PAGE> p-ii
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 22, 1996 J. L. Morrison
President and Chief Operating Officer
DATE: November 22, 1996 Thomas E. Kiraly
Chief Financial Officer
(Principal Financial Officer
and Principal Accounting Officer)
<PAGE> p-iii
EXHIBIT INDEX
EXHIBIT NO. DOCUMENT DESCRIPTION
99.1 Press release issued by the
Registrant on November 22, 1996
<PAGE> p-iv
Exhibit 99.1
FOR IMMEDIATE RELEASE
Contacts: P.E. Esping
Chairman and Chief
Executive Officer
(214) 905-2340
J.L. Morrison
President and Chief
Operating Officer
(214) 905-2318
BRC ANNOUNCES SALE OF ELECTION BUSINESS
Dallas, Texas, November 22, 1996 -- BRC Holdings, Inc. ("BRC") (NASDAQ-BRCP)
announced today that it has signed a definitive agreement with American
Information Systems, Inc. ("AIS"), a privately-held information systems
company headquartered in Omaha, Nebraska, which provides for the sale of BRC's
election business to AIS for $59.3 million. In addition to other events and
requirements, the final closing of the transaction is subject to review by the
Federal Trade Commission and adjustment of the purchase price based on changes
in the net book value of the election business through the date of closing.
BRC's election business constituted approximately $31.1 million of the
Company's revenues during the year ended December 31, 1995 and $35.2 million
of the Company's revenues for the nine months ended September 30, 1996. The
Company anticipates recording a pre-tax gain associated with the transaction
of approximately $30 million or more. The agreement provides that AIS, or its
parent corporation, will pay $35 million in cash, $17.5 million in a
subordinated note and 19.9% of the equity of AIS.
"This divestiture will enable us to concentrate on growing our data processing
and information products businesses," said P. E. Esping, Chairman and Chief
Executive Officer, "We will now focus our activities on serving our customers
through our government services, health care and consulting divisions.
Irrespective of this divestiture, we will continue to expand our commitment to
providing premier technology services to state and local governments. Through
our technology outsourcing, government records management and other information
systems groups we intend to direct our attention to the long-term information
systems needs of these important and valued clients."
Mr. Esping further stated that the Company's election business has been
subject to a two-year business cycle. During even-numbered years, such as 1996,
the Company has enjoyed significant increases in business volumes associated
with higher levels of public election activity. Jurisdictions typically
purchase more ballots, supplies and election support related services during
these "election years". Conversely, during odd-numbered "non-election" years,
BRC has been faced with corresponding decreases associated with a reduction in
the amount of public election activity.
"While this two year cycle is normal to the election services industry, and we
have fostered a healthy and growing business, it has caused some confusion
concerning the results and value of BRC's underlying government, health care
and consulting operations," said Mr. Esping. "BRC will now have the
opportunity to create a more understandable identity with the business
community and with our customer base."
<PAGE> p-v
Mr. Esping further stated that, "we are extremely pleased this important
elections business will become a part of AIS. AIS possesses excellent
management, is financially responsible and will be an outstanding supplier to
the election community. The complimentary nature of AIS's and BRC's products
will provide customers with a broad and responsive selection to choose from."
In connection with this divestiture, the Company also stated that the
consummation of the transaction may potentially result in a re-characterization
of BRC's merger with The Pace Group, Inc. as a "purchase" for accounting
purposes, rather than a "pooling of interests". Such a re-characterization
would result in approximately $10.4 million of increased intangible assets, and
certain corresponding increases in amortization expenses, associated with The
Pace Group, Inc. transaction. The Company's merger with The Pace Group, Inc.
was consummated on September 5, 1996.
BRC, headquartered in Dallas, Texas, provides specialized information systems,
consulting and other services to local governments 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 in the forward-looking statements. Potential
risks and uncertainties include accounting treatment of the transaction and
the impact on the treatment of prior transactions, 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.
