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. 2)
______________
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. 2 amends the Solicitation/Recommendation Statement on
Schedule 14D-9 filed on November 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, 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
On November 17, 1998, MCMC issued a press release announcing its
retention of Jefferies & Company, Inc. as its exclusive financial advisor. A
copy of the release is filed as Exhibit 2 hereto.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 2. Press Release by MCMC, dated November 17, 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:
Jeffrey A. Berg, President
Jeffrey A. Berg
Date: November 17, 1998
<PAGE>
Exhibit 2
PRESS RELEASE
November 17, 1998
BRC HOLDINGS: MATADOR CAPITAL AMENDS 14D-9, HIRES JEFFERIES & CO.
Matador Capital Management Corporation amended its schedule 14D-9 on Monday,
November 16, to reflect the fact that the firm has hired Jefferies & Company,
Inc. to serve as its exclusive financial advisor in connection with its
investment in BRC Holdings, Inc. ("BRC" or "the Company") (OTC BRCP).
Jefferies will assist Matador with any actions it may take to maximize
shareholder value, including (i) soliciting indications of interest from
potential purchasers of BRC, (ii) obtaining financing for a bid to acquire BRC
alone or with other investors, and/or (iii) taking other actions to maximize
shareholder value. In addition, Jefferies will help Matador explore and
evaluate a recapitalization of BRC, which Matador believes will result in more
value to shareholders than the current $19 per share tender price.
Matador is currently recommending that shareholders reject the $19 per share
tender offer for BRC. On October 30, Matador 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 and Affiliated Computer Services. The complaint,
which has been attached to the schedule 14D-9 filed by BRC and is available
via EDGAR, alleges, among other things, that the Company did not provide
adequate disclosure to the shareholders, that the $19 bid is not the best
value obtainable by the shareholders, and that the Company obtained higher
offers/indications of interest that the Board ignored and did not communicate
to the shareholders.
On Monday, November 15, BRC filed an amendment to its previously filed
schedule 14D-9. The amended filing provided some, but not all, of the
necessary additional disclosures to shareholders. By this filing, BRC
effectively conceded Matador's contention that the original filing did not
provide shareholders with sufficient disclosure to make an informed decision.
However, according to Jeffrey A. Berg, President of Matador, "In our opinion,
while this additional disclosure [by BRC] is important, it is incomplete and
only gets us a small part of the way there."
Curiously, the Company's President and Chief Operating Officer, Jerrold
Morrison, believes that $19 per share is too low a price. In its amended
filing, BRC included the following comment:
"Mr. Morrison has stated in deposition that he
thinks $19.00 per Share is a low price and that
the Company could get the market price of the
stock to as high as $35.00 in approximately 18
months, if, among other things, the Company were
successful in continuing the growth of the
business, was aggressive with respect to
acquisitions and promoted the Company to the
financial community."
Mr. Berg added, "In the quarter ended September 30, 1998, the
Company reported that operating profits have improved by 50% over the
prior year. It appears that the Company is successfully growing
its business, especially when one considers the recurring nature of BRC's
revenue stream. As a shareholder, I am inclined to agree with Morrison
this company is worth more than $19 on a standalone basis, and is definitely
worth more than $19 in a change of control transaction."
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
