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PROSPECTUS
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FILE PURSUANT TO RULE 424(b)(3)
REGISTRATION NO. 333-11935
432,835 SHARES
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BRC HOLDINGS, INC.
COMMON STOCK
The 432,835 shares of common stock, par value $.10 per share (the
"Common Stock"), of BRC Holdings, Inc. (the "Company") to which this
Prospectus relates (the "Shares") are being offered on behalf of and for the
account of certain stockholders (the "Selling Stockholders") of the Company.
The Company anticipates that the Shares will be offered for sale until the
earlier of (i) the sale of all of such Shares or (ii) September 5, 1999. The
Company has agreed to pay substantially all of the expenses of registration
in connection with this offering but will not receive any of the proceeds
from the sale of the Shares being offered hereby. All brokerage commissions
and other similar expenses incurred by the Selling Stockholders will be borne
by the Selling Stockholders. The aggregate proceeds to the Selling
Stockholders of the Company from the sale of the Shares will be the purchase
price of the Shares sold, less the aggregate brokerage commissions and
underwriters' discounts, if any, and other expenses of issuance and
distribution not borne by the Company. See "Use of Proceeds," "Plan of
Distribution" and "Selling Stockholders."
The Common Stock is included in the Nasdaq Stock Market's National
Market (the "Nasdaq National Market") under the symbol "BRCP." On September
18, 1996, the last reported sales price for the Common Stock was $33.50 per
share.
This offering is currently not being underwritten. However, the Selling
Stockholders, brokers, dealers or underwriters that participate with the
Selling Stockholders in the distribution of the Shares may be deemed
"underwriters," as that term is defined in the Securities Act of 1933, as
amended (the "Securities Act"), and any commissions received by brokers,
dealers, agents or underwriters and any profit on the resale of the Shares
purchased by them may be deemed to be underwriting commissions or discounts
under the Securities Act. It is anticipated that all Shares being offered
hereby, when sales thereof are made, will be made in one or more transactions
(which may involve one or more block transactions) through customary
brokerage channels, either through brokers acting as brokers or agents for
the sellers, or through dealers or underwriters acting as principals who may
resell the Shares in the Nasdaq National Market or in privately negotiated
sales, or otherwise, or by a combination of such methods of offering. Sales
may be made either at market prices prevailing at the time of the sales or at
negotiated prices.
To the extent required, the specific number of Shares to be sold, the
purchase price, the public offering price, the names of any such agents,
dealers or underwriters and any applicable commissions or discounts with
respect to a particular offer will be set forth in an accompanying Prospectus
Supplement.
SEE "RISK FACTORS" FOR A DISCUSSION OF CERTAIN MATERIAL FACTORS THAT
SHOULD BE CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE SHARES OFFERED
HEREBY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY MISREPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
SEPTEMBER 18, 1996
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission"). Such
reports, proxy statements and other information filed by the Company with the
Commission may be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549 and at the following regional offices of the Commission located at
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661; and 7 World Trade Center, 13th Floor, New York, New York
10048. Copies of such material may be obtained from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549,
at prescribed rates.
The Common Stock is included in the Nasdaq National Market, and reports,
proxy statements and other information concerning the Company may be
inspected and copied at the offices of the Nasdaq National Market at 1735 K
Street, N.W., Washington, D.C. 20006.
The Company has filed with the Commission a Registration Statement on
Form S-3 under the Securities Act with respect to the Shares offered hereby.
This Prospectus omits certain information contained in that Registration
Statement. For further information with respect to the Company and the Shares
offered hereby, reference is hereby made to the Registration Statement, its
exhibits and schedules and those documents incorporated by reference into the
Registration Statement. The Registration Statement may be inspected without
charge at the office of the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549, and copies may be obtained therefrom at prescribed rates.
Statements contained herein concerning provisions of documents are
necessarily summaries of such documents, and each statement is qualified in
its entirety by reference to the copy of the applicable document filed with
the Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission under
the Exchange Act are hereby incorporated by reference into this Prospectus:
(1) the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995;
(2) the Company's Quarterly Reports on Form 10-Q for the fiscal quarters
ended March 31, 1996 and June 30, 1996; and
(3) the description of the Company's Common Stock which is contained in
that Registration Statement on Form 8-A filed with the Commission on
February 16, 1988, including any amendment or reports filed for the
purpose of updating such description.
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All reports and other documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the
date of this Prospectus and prior to the termination of the offering of the
Shares made hereby shall be deemed to be incorporated by reference herein and
to be a part hereof from the date of filing of such reports and documents.
Any statement contained in a document incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this Prospectus and
the Registration Statement of which it is a part to the extent that a
statement contained herein or in a subsequently filed document modifies or
supersedes such statement. Any statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part of this
Prospectus or the Registration Statement.
Upon written or oral request, the Company will provide without charge to
each person, including any beneficial owner, to whom a copy of this
Prospectus is delivered, a copy of any and all of the documents incorporated
herein by reference (other than exhibits to such documents, unless such
exhibits are specifically incorporated by reference into such documents).
Requests should be directed to BRC Holdings, Inc., 1111 West Mockingbird
Lane, Suite 1400, Dallas, Texas 75247, Attention: Mr. Thomas E. Kiraly,
Chief Financial Officer, telephone (214) 688-1800.
THE COMPANY
BRC Holdings, Inc. (the "Company") provides a variety of information
management and data processing products and services to local governments and
health care institutions through two wholly owned subsidiaries: Business
Records Corporation, Inc. and BRC Health Care, Inc. (formerly known as CMSI,
Inc.). The Company's products and services can be classified into four major
categories: (1) technology outsourcing services, (2) election products and
services, (3) governmental records management, and (4) other products and
services. The majority of these products and services are distributed on a
direct basis. In addition to these direct sales organizations, the Company
also sells certain binders and local government office supplies through a
distribution network and a telemarketing organization. The Company's
executive offices are located at 1111 West Mockingbird Lane, Suite 1400,
Dallas, Texas 75247, and its telephone number at that address is (214)
688-1800.
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RISK FACTORS
PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE FOLLOWING
INFORMATION, IN ADDITION TO THE OTHER INFORMATION CONTAINED IN THIS
PROSPECTUS AND ANY PROSPECTUS SUPPLEMENT, BEFORE PURCHASING THE SHARES
OFFERED HEREBY.
COMPETITION
The market for information management services is intensely competitive.
The Company's major competitors for its technology outsourcing services are
other providers of information systems outsourcing services. Some of these
competitors are substantially larger and have greater resources than the
Company. The Company's major competitors for its other products and services
are typically small, regional providers of software products and services
which compete with the Company in certain market areas based primarily on
price. The Company is routinely subject to competitive bidding. Management
believes that the Company's competitiveness is directly related to its
ability to maintain effective pricing and service. There can be no assurance
that the Company will be able to compete successfully with existing or future
competitors or that existing competition in the Company's markets will not
intensify. Finally, many businesses or governmental entities who constitute
the Company's target market elect, or may elect in the future, to provide
information management services internally, through existing or new
departments. To the extent that the Company's potential customer base elects
to provide or continue providing information management services internally,
the market for the Company's services will be reduced.
SEASONAL AND OTHER VARIATIONS
Due to the nature of the Company's election products and services
business, the Company's revenues have historically increased in
"even-numbered" years due to congressional and presidential elections and the
related increase in the demand for election products and services.
Conversely, the revenue reported by the Company in "odd-numbered" years from
election products and services has historically tended to decrease.
Additionally, because the volume of real estate transactions tends to be
higher from February through October than in the months of November through
January, the revenues generated by governmental records management products
and services are somewhat seasonal. Since the Company's fixed operating
expenses do not typically decrease proportionately during the seasonal and
"odd-numbered" year lows in revenue, the Company's profitability is also,
generally, at its lowest level at these times.
TECHNOLOGY OUTSOURCING SERVICES CONTRACTS
When providing technology outsourcing services, the Company typically
enters into multi-year contracts with its customers. Because of the size and
duration of such contracts, the termination or non-renewal of a contract by a
customer could have a material adverse impact on the Company's revenues from
its technology outsourcing services. Although the Company
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generally believes its relationships with its existing technology outsourcing
services customers to be good, there can be no assurance that its customers
will not terminate or fail to renew their contracts with the Company.
Additionally, there can be no assurance that the Company will be able to
attract new customers on contractual terms substantially equivalent to those
it has with existing customers.
GENERAL ECONOMIC CONDITIONS
Revenues from the Company's governmental records management products and
services are materially affected by changes in the volume of nationwide real
estate transactions which, in turn, are largely dependent upon general
economic conditions existing in the United States at any particular time. To
the extent economic and other factors affect real estate sales nationwide,
the Company's revenues associated with governmental records management
products and services may be affected in a similar fashion.
GOVERNMENT REGULATION
During recent years, numerous legislative proposals have been introduced
or proposed in Congress and in some state legislatures that would effect
major changes in the U.S. health care system nationally and at the state
level. Among the proposals under consideration are cost controls on
hospitals, insurance market reforms to increase the availability of group
health insurance to small businesses, requirements that all businesses offer
health insurance coverage to their employees and the creation of a single
government health insurance plan that would cover all citizens. In addition,
Congress continues to consider proposals to modify the Medicare and Medicaid
programs, primarily to reduce the cost thereof to the government. It is not
clear at this time what proposals will be adopted, if any, or, if adopted,
what effect, if any, such proposals would have on the Company's business.
Since many of the Company's customers are health care related entities, there
can be no assurance that currently proposed or future health care legislation
or the changes in the administration or interpretation of governmental health
care programs will not have a material adverse effect on the financial
results or operations of the Company.
ANTI-TAKEOVER EFFECT OF CERTIFICATE OF INCORPORATION AND DELAWARE LAW
The Company's Certificate of Incorporation, as amended, contains, among
other things, a provision authorizing the issuance of "blank check" preferred
stock. The issuance of preferred stock, while providing desirable
flexibility in connection with possible acquisitions and other corporate
purposes, could have the effect of making it more difficult for a third party
to acquire a majority of the outstanding voting stock of the Company.
Furthermore, certain provisions of the Company's Certificate of Incorporation
and of Delaware law could delay or make more difficult a merger, tender offer
or proxy contest involving the Company.
PRODUCT LIABILITY AND ERRORS AND OMISSIONS
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Although the Company has not experienced any significant product
liability, errors and omissions, or other related claims, the sale and
support of the Company's products and services may entail risk of such
claims. Although the Company does maintain certain product liability, errors
and omissions, and general liability insurance, and the Company routinely
structures its contracts to include limitations of its liability, a
successful claim brought against the Company could have a material adverse
effect on the Company's business, operating results and financial condition.
DEPENDENCE ON EXISTING MANAGEMENT AND KEY EMPLOYEES
The Company is dependent in large part on the experience, knowledge and
customer relationships of existing management and key sales and marketing
personnel. The loss of the services of any one or more of the Company's
current executive officers, senior managers, or senior sales and marketing
personnel could have a material adverse effect upon the Company.
Additionally, due to the service nature of the Company's business, the
Company's success is dependent upon its ability to attract and retain
qualified employees to develop and operate its business. The Company
generally has not entered into any employment agreement with, or obtained
keyman life insurance for, any of its existing management or key employees.
SHARES ELIGIBLE FOR FUTURE SALE
Upon the sale of all of the Shares offered hereby, 6,931,891 shares of
Common Stock will be outstanding, substantially all of which will be freely
tradeable without restriction. In addition, at September 5, 1996, 1,799,524
shares of Common Stock were issuable upon the exercise of outstanding
employee and director stock options (of which 886,872 were exercisable on
such date) and options exercisable for 310,403 shares of Common Stock remain
available for grant under the Company's various stock option plans. Any
shares issued upon the exercise of stock options may be freely sold in the
public market (except to the extent issued to affiliates of the Company).
Any future sale of substantial amounts of Common Stock in the open market by
the Selling Stockholders, by employees or directors exercising stock options,
by stockholders whose shares have been registered with the Commission, by the
Company or by other stockholders may adversely impact the market price of the
Common Stock.
CHANGES IN COMPUTER TECHNOLOGY
The Company relies upon computerized software and hardware to deliver
the vast majority of its products and services. While the Company routinely
updates its products and trains its personnel to incorporate and rely upon
advances in computer technology, significant changes or advancements in
computer technology, to the extent not rapidly incorporated by the Company,
could cause obsolescence of the Company's existing products and could
negatively impact the Company's ability to compete for certain service
contracts. In addition, technological change has significantly affected in
the past, and can be expected to significantly affect in the future, both
demand for the Company's services and the manner in which they are delivered.
No assurance
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can be given that changes in technology will not render some of the Company's
services or products unnecessary or permit the Company's customers to provide
them less expensively internally.
LIMITED PROTECTION BY PATENTS AND COPYRIGHT
The Company maintains only a limited number of patents pertaining to the
products it has developed and markets. Due to the specialized nature of the
Company's products, the Company may be subject to increased competition in
the event products are developed by a competitive enterprise which rely upon
similar technologies and design features.
RISKS ASSOCIATED WITH THE CONDUCT OF PUBLIC ELECTIONS
A significant portion of the Company's business involves the sale of
equipment, supplies and services to support local government jurisdictions
which conduct public elections. While, as a practice, the Company does not
directly tabulate votes or otherwise conduct public elections, and audit
trails exist to ensure accuracy in the tabulation process, the Company may be
subject to liabilities associated with the inaccurate tabulation of an
election for public office to the extent such errors occur through a use of
the Company's election products and services.
Additionally, based on existing public laws, elections for public office
are currently conducted by numerous local government jurisdictions throughout
the United States through the primary use of voting at public polling places,
or precincts. To the extent public election laws are changed or modified
such that voting is conducted in a different manner, through a use of
telecommunications technology to enable remote voting, or through different
methods, the Company may be subject to risks associated with the adaptation
of its existing products and services to respond to such changes.
POTENTIAL SIGNIFICANT INDUSTRY TRANSACTIONS
Significant industry transactions such as acquisitions and dispositions
of divisions, subsidiaries and other business transactions between and among
participants in the information management services industry have occurred
with some frequency in the past, and management expects this trend to
continue in the foreseeable future. Although the Company regularly engages
in discussions concerning such industry transactions with other industry
participants, the Company is currently not subject to any definitive
agreements in this regard. Whether the Company proceeds with any of these
discussions and whether the Company ultimately negotiates and/or consummates
any significant industry transactions will depend, among other things, upon
the business and prospects of the Company, industry conditions, investment
and growth opportunities available to the Company, stock market conditions,
availability and suitability of financing for such transactions, regulatory
and legal considerations and other plans and requirements of the Company. No
assurance can be given that, if consummated, any such significant industry
transactions could be successfully integrated into the Company's business.
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LIQUIDITY AND CAPITAL RESOURCES
Although management considers the Company to be well capitalized and to
have adequate resources for its current business needs, many transactions
which may present themselves in the future will be beyond the Company's
ability to consummate absent the incurrence of debt or the issuance of
additional equity. There can be no assurance, if the Company were to elect to
obtain debt or equity financing for a transaction, as to the terms of any
such debt or securities issuance or to the effect thereof upon the Company's
operating results or financial position.
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RECENT EVENTS
Effective September 5, 1996, the Company acquired The Pace Group, Inc.,
a Texas corporation ("Pace"), as a wholly owned subsidiary through the merger
(the "Merger") of BRC Merger Corp., a Texas corporation and wholly owned
subsidiary of the Company ("Merger Corp."), with and into Pace pursuant to
the terms of an Agreement and Plan of Merger among the Company, Merger Corp.,
Pace and the Selling Stockholders (the "Acquisition Agreement"). As a result
of the Merger, holders of all of the issued and outstanding common stock of
Pace, $.001 par value per share (the "Pace Common Stock"), became entitled to
receive an aggregate of up to 432,835 shares of Common Stock, subject to
adjustment under certain circumstances for breaches of representations and
warranties contained in the Acquisition Agreement in exchange for all of the
issued and outstanding Pace Common Stock. The Company granted certain
registration rights to the persons receiving its Common Stock in the
Acquisition Agreement and pursuant thereto has registered for sale in the
offering made hereby 432,835 shares of Common Stock. The expenses of this
registration (other than brokerage commissions and other similar expenses)
will be paid by the Company. See "Plan of Distribution."
Except as set forth in the preceding paragraph, none of the Selling
Stockholders held any position or office or had any other material
relationship with the Company within the past three fiscal years.
USE OF PROCEEDS
The Shares being offered hereby are for the account of the Selling
Stockholders. Accordingly, the Company will not receive any of the proceeds
from the sale of the Shares by the Selling Stockholders. See "Plan of
Distribution."
SELLING STOCKHOLDERS
The following table sets forth the name of each of the Selling
Stockholders and the number of Shares that may be offered by each. The
number of Shares that may actually be sold by each of the Selling
Stockholders will be determined by each such Selling Stockholder, and may
depend upon a number of factors, including, among other things, the market
price of the Common Stock. Because each of the Selling Stockholders may sell
all, some or none of the Shares that each holds, and because the offering
contemplated by this Prospectus is not nor is anticipated to be a "firm
commitment" underwritten offering, no estimate can be given as to the number
of Shares that will be held by each of the Selling Stockholders upon or prior
to termination of this offering. See "Plan of Distribution." The table
below also sets forth information as of September 5, 1996, concerning the
beneficial ownership of Common Stock of each of the Selling Stockholders.
All information as to beneficial ownership has been furnished by each of the
Selling Stockholders.
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<TABLE>
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SHARES OF SHARES OF
SHARES OF COMMON COMMON STOCK COMMON STOCK
STOCK OWNED OFFERED IN OWNED AFTER
NAME OF STOCKHOLDER BEFORE OFFERING THE OFFERING OFFERING(1)
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NUMBER(2) PERCENT(3) NUMBER NUMBER PERCENT
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<S> <C> <C> <C> <C> <C>
Ray H. Pace 307,367 4.43% 307,367 0 0
James C. Baumgarten 34,024 * 34,024 0 0
William J. Fosick 28,381 * 28,381 0 0
P. Michael Autrey 28,381 * 28,381 0 0
Karen A. Brayer 18,916 * 18,916 0 0
Richard F. Ugarte 15,765 * 15,765 0 0
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</TABLE>
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* Less than one percent (1%).
(1) Assumes all shares of Common Stock are sold in the offering.
(2) Assumes receipt of a pro rata portion of certain shares held in escrow
pursuant to the Acquisition Agreement.
(3) Percentage indicated is based upon 6,931,891 shares of Common Stock
outstanding as of September 5, 1996.
Pursuant to the terms of the Acquisition Agreement, 43,283 shares of
Common Stock were placed in escrow (the "Escrow") with KeyCorp Shareholder
Services, Inc. to secure and satisfy the Company's right to indemnification
thereunder. Subject to a claim by the Company for indemnity, the Escrow shall
remain in effect until the earlier of (1) first anniversary of effective date
or (2) the completion of the next regularly scheduled audited financial
statement for Pace as the surviving corporation after the Merger. Upon
termination of the Escrow, the remaining shares of Common Stock therein shall
be distributed pro rata to the record holders of the Pace Common Stock
whereupon such shares may be offered and sold in the offering made hereby.
PLAN OF DISTRIBUTION
The Company will receive no proceeds from the sale of the Shares by the
Selling Stockholders. The Shares may be sold from time to time to purchasers
directly by the Selling Stockholders. Alternatively, the Selling
Stockholders may sell the Shares in one or more transactions (which may
involve one or more block transactions) on the Nasdaq National Market, in
privately negotiated transactions or otherwise or in a combination of such
transactions; each sale may be made either at market prices prevailing at the
time of such sale or at negotiated prices; some or all of the Shares may be
sold through broker-dealers acting as brokers or agents on behalf of the
Selling Stockholder or to broker-dealers acting as principals for resale by
such dealers; and
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in connection with such sales, such broker-dealers may receive compensation
in the form of commissions, discounts or fees from the Selling Stockholder
and/or the purchasers of such shares for whom they may act as broker or
agent. It is anticipated that the Selling Stockholders will offer all of the
Shares for sale. Substantially all of the expenses of registration incurred
in connection with this offering are being borne by the Company, but all
brokerage commissions and other similar expenses incurred by the Selling
Stockholders will be borne by the Selling Stockholders.
At the time a particular offer of Shares is made, to the extent
required, a supplement to this Prospectus (the "Prospectus Supplement") will
be distributed that will identify and set forth the aggregate amount of
Shares being offered and the terms of the offering, including the name or
names of any underwriters, dealers or agents, the purchase price paid by any
underwriter for Shares purchased from the Selling Stockholders, any
commissions, discounts and other items constituting compensation from the
Selling Stockholders and any commissions, discounts or concessions allowed or
reallowed or paid to dealers, including the proposed selling price to the
public.
The Selling Stockholders and any dealer acting in connection with the
offering of any of the Shares or any broker executing or selling orders on
behalf of the Selling Stockholders may be deemed to be "underwriters" within
the meaning of the Securities Act, in which event any profit on the sale of
any or all of the Shares and any commissions, discounts or concessions
received by any such dealers or brokers may be deemed to be underwriting
commissions and discounts under the Securities Act. Any dealer or broker
participating in any distribution of the Shares may be required to deliver a
copy of this Prospectus, including the Prospectus Supplement, if any, to any
person who purchases any of the Shares from or through such dealer or broker.
Under applicable rules and regulations under the Exchange Act, any
person engaged in a distribution of the Shares may not simultaneously engage
in market making activities with respect to the Shares for a period of nine
business days prior to the commencement of such distribution. The Selling
Stockholders will be subject to applicable provisions of the Exchange Act and
the rules and regulations promulgated thereunder, including without
limitation Rules 10b-6 and 10b-7, which provisions may limit the timing of
purchases and sales of the Shares by the Selling Stockholders.
In order to comply with certain states' securities laws, if applicable,
the Shares will be sold in such jurisdictions only through registered or
licensed brokers or dealers. In certain states, the Shares may not be sold
unless the Shares have been registered and qualify for sale in such state, or
unless an exemption from registration or qualification is available and is
obtained.
Pursuant to the terms of the Acquisition Agreement, the Company and the
Selling Stockholders agreed to indemnify each other and certain affiliated
parties from and against any losses or claims arising out of, among other
things, (1) any alleged untrue statement of a material fact or (2) any
material omission contained or referred to in the Registration Statement to
which this Prospectus forms a part. Insofar as indemnification for
liabilities arising under the Securities
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Act may be permitted to directors, officers or persons controlling the
Company, pursuant to the foregoing provisions, the Company has been informed
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable.
LEGAL MATTERS
The validity of the Shares offered hereby will be passed upon for the
Company by Arter & Hadden, Dallas, Texas.
EXPERTS
The financial statements incorporated in this Registration Statement and
Prospectus by reference to the Company's Annual Report on Form 10-K for the
year ended December 31, 1995, have been so incorporated in reliance on the
report of Price Waterhouse LLP, independent accountants, given upon the
authority of such firm as experts in auditing and accounting.
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No dealer, salesperson or any other person has been authorized to give any
information or to make any representations other than those contained in this
Prospectus in connection with the offer made by this Prospectus, and, if
given or made, such information or representations must not be relied upon as
having been authorized by the Company, the Selling Stockholders or any other
person. This Prospectus does not constitute an offer to sell or the
solicitation of any offer to buy any security other than the shares of Common
Stock offered by this Prospectus, nor does it constitute an offer to sell or
a solicitation of any offer to buy the shares of Common Stock by anyone in
any jurisdiction in which such offer or solicitation is not authorized, or in
which the person making such offer or solicitation is not qualified to do so,
or to any person to whom it is unlawful to make such offer or solicitation.
Neither the delivery of this Prospectus nor any sale made hereunder shall,
under any circumstances, create any implication that information contained
herein is correct as of any time subsequent to the date hereof.
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TABLE OF CONTENTS
PAGE
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Available Information 2
Incorporation of Certain Documents by Reference 2
The Company 3
Risk Factors 4
Recent Events 9
Use of Proceeds 9
Selling Stockholders 9
Plan of Distribution 10
Legal Matters 12
Experts 12
432,835 SHARES
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BRC HOLDINGS, INC.
COMMON STOCK
____________________
PROSPECTUS
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September 18, 1996
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