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. 5)
______________
BRC HOLDINGS, INC.
(Name of Subject Company)
______________
MATADOR CAPITAL MANAGEMENT CORPORATION
EVERGLADES PARTNERS, L.P.
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. 5 amends the Solicitation/Recommendation Statement on
Schedule 14D-9 filed on December 4, 1998 by Matador Capital Management
Corporation ("MCMC") and Jeffrey A. Berg, as previously amended (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 (the "Shares"), of
BRC Holdings, Inc. ("BRCP") disclosed in a Tender Offer Statement on Schedule
14D-1, dated October 23, 1998, as amended through December 10, 1998 (the
"Offer").
The following information supplements the Schedule 14D-9.
ITEM 4. THE SOLICITATION OR RECOMMENDATION
MCMC sent a letter, dated December 11, 1998, to the Board of Directors of
BRCP. A copy of the letter is filed as Exhibit 5 hereto.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 5. Letter, dated December 4, 1998, from MCMC to the Board of
Directors of BRCP.
<PAGE>
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: /s/ Jeffrey A. Berg
Jeffrey A. Berg, President
/s/ Jeffrey A. Berg
Jeffrey A. Berg
EVERGLADES PARTNERS, L.P.
By: Matador Capital Management, L.P.,
its general partner
By: Everglades Capital Corporation,
its general partner
By: /s/ Jeffrey A. Berg
Jeffrey A. Berg, President
Date: December 11, 1998
[Letterhead of Matador Capital Management]
Exhibit 5
December 11, 1998
VIA FACSIMILE
Board of Directors
c/o Jerry Morrison, President and
Chief Operating Officer
c/o Mr. Thomas Kiraly, Executive Vice
President, Chief Financial Officer
c/o Mr. Jeffrey Sone
BRC Holdings, Inc.
1111 W. Mockingbird Lane
Suite 1400
Dallas, Texas 75247
Gentlemen:
As you know, a week ago we presented you with notice of our interest in
proceeding to a tender offer at $21 a share, which was more than a 10% premium
to what you have agreed to accept from Affiliated Computer. In order for us
to move forward, we made it clear that we needed to conduct due diligence, and
the first, and most important, component of that due diligence was to meet
with your President and Chief Operating Officer, Jerry Morrison, as soon as
possible. Despite repeated requests, you, through Mr. Stoffel, have prevented
that meeting from happening in New York this week. Furthermore, you have
repeatedly refused our request for a conference call and access to non-public
information which we would need to proceed with our offer, although we have
executed a confidentiality agreement.
Without management's cooperation, we cannot proceed with an offer at $21.
Your direction to management not to cooperate, and your apparent efforts to
obstruct that process, only harm BRC's stockholders.
Your further actions to sue us, alleging that we have made false statements,
are similarly misguided, inappropriate, and, ultimately, a poor use of BRC's
resources. Our disclosures have been, and remain, true. What is most
troublesome is your apparent unwillingness to consider in good faith the
possibility that the deal with Affiliated Computer, which we have always
maintained was the result of a flawed process, may not be the best option for
BRC's stockholders.
We continue to urge you to make BRC's senior management available, by
telephone if not in person, together with appropriate non-public information,
so that a higher and better offer can result.
Sincerely,
/s/ Jeffrey A. Berg
Jeffrey A. Berg
