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. 4)
______________
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. 4 amends the Solicitation/Recommendation Statement on
Schedule 14D-9 filed on November 23, 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 3, 1998 (the
"Offer").
The following information supplements the Schedule 14D-9.
ITEM 4. THE SOLICITATION OR RECOMMENDATION
MCMC sent a letter, dated December 4, 1998, to the Board of Directors of
BRCP proposing that MCMC (through an affiliated entity) acquire all the
outstanding stock of BRCP at a price of $21 per share. A copy of the letter
is filed as Exhibit 4 hereto.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 4. Letter, dated December 4, 1998, from MCMC to the Board of
Directors of BRCP.
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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 4, 1998
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Exhibit 4
December 4, 1998
Board of Directors
BRC Holdings, Inc.
1111 W. Mockingbird Lane
Suite 1400
Dallas, Texas 75247
Gentlemen:
Matador Capital Management hereby proposes to acquire, through an affiliated
entity, all of the outstanding stock of BRC Holdings, Inc. ("BRC") at a price of
$21 per share. The $21 proposal would be subject to the completion of due
diligence, execution of definitive documentation and completion of financing for
the transaction. In connection with such financing, we have held discussions
with several financing sources, which have indicated a high degree of interest
in providing a significant portion of the equity financing required for such a
transaction. Matador believes that the combination of equity and debt available
through its own resources and other financing sources will be sufficient to
complete this deal.
The financing source that would likely be the lead investor is a private equity
investment firm that currently manages in excess of $1.5 billion through several
limited partnerships. Over its twenty-five year history, it has completed
almost 100 transactions in a variety of service and industrial businesses.
We are highly motivated to move expeditiously to close this transaction. In
order to facilitate our proposal, we hereby request access for ourselves, and
our financing sources, to confidential information relating to BRC including
the right to meet with senior company officers. Matador, and its financial
advisor, Jefferies & Company, Inc., and its financing sources are prepared
to meet immediately with the Company's President and Chief Operating Officer
to accelerate its due diligence.
Since time is of the essence, we respectfully request an immediate reply.
Sincerely,
Matador Capital Management Corporation
By: /s/ Jeffrey A. Berg
Jeffrey A. Berg, President
Attachment
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AFFILIATED INVESTORS / BOARD
Several individual investors who will take an active role on the Board, in
addition to representatives of the financing sources, include the following:
-- Robert J. Levenson has been Director of First Data
Corporation (NYSE FDC) since 1992. He has been Executive Vice
President of First Data Corporation from 1993 to the present.
Former Senior Executive Vice President, Chief Operating Officer,
and Member of the Office of the
President and Director of Medco Containment Services, Inc.,
a provider
of managed care prescription benefits, from October 1990 to
December 1992 (Medco was acquired by Merck in a $6 billion
transaction). From 1985 until October 1990, he was a Group
President and Director of ADP (NYSE ADP). Mr. Levenson is
a Director of Superior TeleCom, Inc., Vestcom International,
Inc. (OTC VESC), and Emisphere Technologies, Inc. (OTC EMIS).
-- Curtis Lee Smith, Jr. is Chairman of the Board and Chief
Executive Officer of New Horizons Worldwide (OTC-NEWH), North
America's largest and fastest growing software training company.
Mr. Smith has served as the Company's Chairman of the Board and
Chief Executive Officer and as a Director since July 1986, and
had the additional title and duties of President from August 1989
through July 1992. Mr. Smith served as President of National
Copper & Smelting Co., a Cleveland, Ohio-based manufacturer and
distributor of copper products from 1962 to 1985. Mr. Smith also
serves as a Director of Dental Care Alliance (OTC DENT) and
Strategic Diagnostics, Inc. (OTC SDIX), both public companies.
