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
______________
BRC HOLDINGS, INC.
(Name of Person(s) Filing Statement)
______________
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
ITEM 1. SECURITY AND SUBJECT COMPANY
The name of the subject company is BRC Holdings, Inc., a Delaware
corporation (the "Company"), and the address of the principal executive
offices of the Company is 1111 W. Mockingbird Lane, Suite 1400, Dallas, Texas
75247-5014. The title of the class of equity securities to which this
Solicitation/Recommendation Statement on Schedule 14D-9 (this "Statement")
relates is the Company's common stock, par value $.10 per share (the
"Shares").
ITEM 2. TENDER OFFER OF THE BIDDER
This Statement relates to the tender offer (the "Offer") disclosed in a
Tender Offer Statement on Schedule 14D-1, dated October 23, 1998 (the
"Schedule 14D-1"), of ACS Acquisition Corporation, a Delaware corporation (the
"Purchaser") and a wholly-owned subsidiary of Affiliated Computer Services,
Inc., a Delaware corporation ("Parent") for 8,704,238 Shares.
The Schedule 14D-1 states that the principal executive offices of the
Parent and the Purchaser are located at 2828 North Haskell, Dallas, Texas
75204.
ITEM 3. IDENTITY AND BACKGROUND
(a) The names and business addresses of the persons filing this
Statement are as follows:
Matador Capital Management Corporation, a Delaware corporation
("MCMC"), and Jeffrey A. Berg ("Berg"). MCMC is an investment advisor. Berg
is the President, sole director and controlling shareholder of MCMC.
The business address of MCMC and Berg is 200 First Avenue North,
Suite 206, St. Petersburg, FL 33701.
(b) Not Applicable.
ITEM 4. THE SOLICITATION OR RECOMMENDATION
(a) On October 30, 1998, MCMC filed a complaint in the Court of
Chancery of the State of Delaware seeking injunctive relief in connection with
the Offer and issued a press release (included as Exhibit 1 hereto) announcing
the filing of the complaint. The filing persons are filing this Statement in
the event the press release is deemed to be a "solicitation or recommendation"
for purposes of Rule 14d-9 promulgated under the Securities Exchange Act of
1934, as amended.
(b) The information set forth the press release included as Exhibit 1
hereto is hereby incorporated by reference.
ITEM 5. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED
The filing persons have had discussions with senior management of BRCP
over the past 18 months, and may in the future have additional discussions
with senior management, concerning various operational and financial aspects
of BRCP's business. The filing persons may solicit indications of interest
from potential purchasers of BRCP and may retain one or more investment
banking firms to assist them and to explore ways of maximizing long-term
shareholder value. The filing persons have had and may in the future have
discussions with other shareholders regarding various ways of maximizing long-
term shareholder value. The filing persons may also seek to obtain financing
for a bid by the reporting persons alone or with other investors.
Except as set forth above, none of the filing persons nor any person
acting on their behalf currently intends to employ, retain or compensate any
person to make solicitations or recommendations to the Company's stockholders.
ITEM 6. RECENT TRANSACTIONS AND INTENT WITH RESPECT TO SECURITIES
(a) The persons filing this Statement effected the following
transactions in the Shares on the dates indicated, and such transactions are
the only transactions in the Shares by the persons filing this statement since
August 26, 1998:
Purchase Number Price
Name or Sale Date of Shares Per Share
MCMC P 9/1/98 10,000 $15.250
MCMC P 9/3/98 25,000 $14.881
MCMC P 9/30/98 250 $17.100
MCMC P 10/28/98 15,000 $18.543
MCMC P 11/2/98 20,000 $18.688
All transactions were executed on the Nasdaq National Market.
Except as set forth above, no transactions in the Shares have been
effected during the past 60 days by the filing persons. To the best of the
filing persons' knowledge, no transactions in the Shares have been effected by
an executive officer, director, subsidiary or affiliate of the filing persons.
(b) The filing persons do not intend to tender the Shares beneficially
owned by them to the Purchaser and, to the best of the filing persons'
knowledge, none of the executive officers, directors, subsidiaries or
affiliates of the filing persons intend to tender any Shares beneficially
owned by them to the Purchaser.
ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT COMPANY
(a) Not Applicable
(b) Not Applicable
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED
Pursuant to investment management agreements, MCMC is authorized, among
other things, to invest funds of its investment advisory clients in
securities, and to vote and dispose of those securities. Such investment
management agreements may be terminated by either party on notice as provided
in such agreements. The investment management agreements provide for fees
payable to MCMC based on assets under management and realized and unrealized
gains.
MCMC is also a member of RJ Matador, L.L.C., a Delaware limited
liability company and registered investment adviser. RJ Matador, L.L.C. and
MCMC are the general partners of an investment limited partnership whose
limited partnership agreement provides to MCMC and RJ Matador, L.L.C., as
general partners, the authority, among other things, to invest the funds of
the partnership in Shares and to vote and dispose of Shares. Pursuant to such
limited partnership agreement, the general partners are entitled to
allocations based on assets under management and realized and unrealized
gains.
Berg is also the President of Everglades Capital Corporation
("Everglades"). Everglades is the general partner of Matador Capital
Management, L.P. ("MCM"), a Delaware limited partnership that is the general
partner of several investment limited partnerships. Pursuant to those
partnerships' agreements of limited partnership, MCM has the authority to
invest the partnerships' funds in Shares and to vote and dispose of Shares and
is entitled to allocations based on assets under management and realized and
unrealized gains. MCM has delegated its investment management
responsibilities with respect to those partnerships to MCMC.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1. Press Release by MCMC, dated October 30, 1998.
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, President
Jeffrey A. Berg, President
/s/ Jeffrey A. Berg
Jeffrey A. Berg
Date: November 4, 1998
Exhibit 1
PRESS RELEASE
October 30, 1998
COMPLAINT FILED AGAINST BRC HOLDINGS
Matador Capital Management announced that it has filed a complaint in the
Court of Chancery of the state of Delaware seeking injunctive relief in
connection with the negotiated tender offer that is the first step of a two-
step cash out merger between BRC Holdings (OTC - BRCP) and Affiliated Computer
Services. Matador Capital Management controls 933,850 shares of BRC,
representing 6.8% of the outstanding shares.
Jeffrey A. Berg, President of Matador Capital Management, added that:
We have filed the suit because we believe that the $19 share price is grossly
inadequate in light of values in this industry and it is unclear why the
company would be sold at this time. The company has been performing
exceptionally well as evidenced by the 50% growth in operating profits in Q3,
its prodigious free cash flow generation and recent wins like the 10-year, $18
million outsourcing agreement announced this morning.
We believe the company is being sold at an implied Enterprise Value to EBITDA
multiple of 5.4 times this quarter's annualized EBITDA. Peers such as
American Management Systems (OTC - AMSY), Computer Horizons (OTC - CHRZ),
Computer Task Group (NYSE - TSK), Affiliated Computer Services (NYSE - AFA)
and MAXIMUS (NYSE - MMS) are selling at multiples far greater. In fact, the
following chart, based on a recent analysis performed by Donaldson, Lufkin &
Jenrette, highlights just how inexpensive BRC is:
Company Comparison
Company EV/EBITDA
American Management Systems 9.8
Computer Horizons 10.9
Computer Task Group 10.4
Affiliated Computer Services 12.0
MAXIMUS 10.4
BRC Holdings 5.4
Source: Donaldson, Lufkin & Jenrette, Information Technology Services Notes,
September 25, 1998; Matador estimates.
Sector Summaries
Low High Average
Sector EV/EBITDA EV/EBITDA EV/EBITDA
Consulting 9.8 64.9 25.4
Implementation 7.2 35.8 16.4
Data Processing 7.4 16.6 12.0
Business Processing 8.9 22.1 13.8
BRC Holdings 5.4
Source: Donaldson, Lufkin & Jenrette, Information Technology Services Notes,
September 25, 1998; Matador estimates.
Under Delaware law, stockholders are assured that if their corporation is to
be sold, they will receive the benefit of an active, involved and diligent
Board carrying out its fiduciary obligation to maximize the value the
shareholders will receive. We believe that BRC has not obtained the best
value available to its shareholders.
About Matador Capital Management
Matador Capital Management, located in St. Petersburg, Florida, is a
Registered Investment Advisor managing funds on a discretionary basis for
institutions and high net worth individuals. The firm was founded in 1993 by
Jeffrey A. Berg. Matador serves as investment advisor to Everglades Partners,
L.P., Everglades Offshore Fund, Ltd., Matador Microcap Fund, L.P., Contrarian
Opportunities Fund, L.P. and several individual accounts.
For more information, contact:
Matador Capital Management
Jeffrey A. Berg, President
(727) 898-9300
