SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________
SCHEDULE 14D-9
Solicitation/Recommendation Statement Pursuant to
Section 14(d)(4) of the Securities Exchange Act of 1934
(Amendment No. 1)
______________
BRC HOLDINGS, INC.
(Name of Subject Company)
______________
MATADOR CAPITAL MANAGEMENT CORPORATION
JEFFREY A. BERG
(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)
______________
David Fink
Matador Capital Management Corporation
200 1st Avenue North
Suite 206
St. Petersburg, FL 33701
(813) 898-9300
(Name, Address and Telephone Number of Person Authorized to Receive
Notice and Communications on Behalf of the Person(s) Filing Statement)
WITH COPIES TO:
Leon P. Gold, Esq. Carolyn S. Reiser, Esq.
Proskauer Rose LLP Shartsis, Friese & Ginsburg LLP
1585 Broadway One Maritime Plaza
New York, New York 10036 18th Floor
(212) 969-3480 San Francisco, CA 94111
(415) 421-6500
This Amendment No. 1 amends the Solicitation/Recommendation Statement on
Schedule 14D-9 filed on November 4, 1998 by Matador Capital Management
Corporation ("MCMC") and Jeffrey A. Berg (the "Schedule 14D-9") in connection
with a tender offer made by ACS Acquisition Corporation, a Delaware
corporation and a wholly-owned subsidiary of Affiliated Computer Services,
Inc., a Delaware corporation, to purchase 8,704,238 shares of common stock,
par value $.01 per share, of BRC Holdings, Inc. ("BRCP") disclosed in a Tender
Offer Statement on Schedule 14D-1, dated October 23, 1998 (the "Offer").
The following information supplements the Schedule 14D-9.
ITEM 5. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED
Pursuant to an agreement dated as of November 13, 1998, MCMC retained
Jefferies & Company, Inc. ("Jefferies") to act as exclusive financial advisor
to MCMC in connection with its investment in BRCP, including, but not limited
to, any actions which MCMC may take to (i) solicit indications of interest
from potential purchasers of BRCP or any of BRCP's material assets, (ii)
obtain financing for a bid to acquire BRCP by MCMC alone or with any other
investors, or (iii) any other actions by MCMC to maximize the value of its
investment in BRCP.
Additionally, Jefferies may assist the filing persons in communicating
to shareholders a recommendation not to tender in the Offer.
In consideration for its services, MCMC has paid Jefferies a retainer
and has agreed to pay an additional success fee. MCMC has also agreed to
reimburse Jefferies for its out-of-pocket expenses incurred in connection with
its services and to indemnify Jefferies for certain liabilities.
The filing persons have continued to have discussions with other
shareholders of BRCP regarding various ways to maximize long-term shareholder
value.
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.
MATADOR CAPITAL MANAGEMENT CORPORATION
By:
Jeffrey A. Berg, President
Jeffrey A. Berg
Date: November 16, 1998
