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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)
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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.
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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)
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EXHIBIT INDEX
EXHIBIT NO. DOCUMENT DESCRIPTION
99.1 Press release issued by the
Registrant on November 20, 1997
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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.
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"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.
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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.
