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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9/A
(AMENDMENT NO. 5)
Solicitation/Recommendation Statement Pursuant to
Section 14(d)(4) of the Securities Exchange Act of 1934
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BRC HOLDINGS, INC.
(Name of Subject Company)
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BRC HOLDINGS, INC.
(Name of Person(s) Filing Statement)
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COMMON STOCK $.10 PAR VALUE
(Title of Class of Securities)
227174-10-9
(CUSIP Number of Class of Securities)
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JERROLD L. MORRISON
PRESIDENT AND CHIEF OPERATING OFFICER
BRC HOLDINGS, INC.
1111 W. MOCKINGBIRD LANE, SUITE 1400
DALLAS, TEXAS 75247-5014
(214) 688-1800
(Name, Address and Telephone Number of Person Authorized
to Receive Notice and Communications on Behalf of the Person(s) Filing
Statement)
WITH COPIES TO:
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JEFFERY M. SONE, ESQ. CHARLES S. GILBERT, ESQ.
ARTER & HADDEN, LLP JACKSON WALKER L.L.P
1717 MAIN STREET, SUITE 4100 901 MAIN STREET, SUITE 6000
DALLAS TX 75201-4605 DALLAS, TEXAS 75202
(214) 761-2100 (214) 953-6000
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This Amendment No. 5 to the Solicitation/Recommendation Statement on
Schedule 14D-9 (the "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 ("ACS"), for 8,704,238 shares of Common Stock, par
value $.10 per share (the "Shares"), of the Company. The purpose of this
Amendment No. 5 is to amend and supplement Items 8 and 9 of the Schedule 14D-9
as described below.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
Item 8 is hereby amended and supplemented by the addition of the following:
On December 4, 1998, the Company received a letter (the "Matador Letter")
from Matador Capital Management Corporation ("Matador Capital"), one of the
plaintiffs in the stockholder litigation previously disclosed in Item 8 of the
Company's 14D-9/A, in which Matador Capital proposed to acquire, through an
affiliated entity, all of the outstanding stock of the Company at a price of $21
per share, subject to the completion of due diligence, execution of definitive
documentation and completion of financing for the transaction. The Matador
Letter is attached as Exhibit 25 to this Amendment No. 5 to the Company's
Schedule 14D-9 and is incorporated herein by reference.
On December 6, 1998, the Board of Directors of the Company met to review the
Matador Letter. Based on such review and consultation with the Company's
financial advisors and legal counsel, the Board of Directors approved the
providing of nonpublic information regarding the Company to Matador Capital,
subject to the execution by Matador Capital of a confidentiality agreement.
Matador Capital executed and delivered to the Company a confidentiality
agreement on December 7, 1998.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended and supplemented as follows:
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Exhibit 1 Agreement and Plan of Merger, dated October 18, 1998, among ACS,
the Company and Purchaser.(2)(4)
Exhibit 2 Transitional Compensation Agreement, dated October 9, 1998,
between the Company and Jerrold L. Morrison.(2)(4)
Exhibit 3 Transitional Compensation Agreement, dated October 9, 19981,
between the Company and Harvey Braswell.(2)(4)
Exhibit 4 Transitional Compensation Agreement, dated October 9, 1998,
between the Company and Thomas E. Kiraly.(2)(4)
Exhibit 5 Transitional Compensation Agreement, dated October 9, 1998,
between the Company and Bernard J. Owens.(2)(4)
Exhibit 6 Agreement, dated October 18, 1998, between the Company and Paul
T. Stoffel.(2)(4)
Exhibit 7 Stock Tender Agreement, dated October 19, 1998, by and between
ACS, Purchaser and each of Paul T Stoffel, individually, and
Kathryn Ayres Esping, individually and as Independent Executor of
the Estate of PE. Esping and as Director of the Esping Family
Foundation.(2)(4)
Exhibit 8 Letter, dated October 23, 1998, to the stockholders of the
Company from the Chief Operating Officer of the Company.(1)(4)
Exhibit 9 Opinion of Donaldson Lufkin & Jenrette, dated October 18,
1998.(1)(4)
Exhibit 10 Press Release by the Company, dated October 19, 1998.(2)(4)
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Exhibit 11 Complaint--Matador Capital Management Corporation, Everglades
Partners, L.P., Everglades Offshore Fund, Ltd. and Contrarian
Opportunities Fund, L.P. v. BRC Holdings, Inc., ACS Acquisition
Corporation, Affiliated Computer Services, Inc., Paul T Stoffel,
L. D. Brinkman, Robert E. Masterson and David H. Monnich, C.A.
No. 16758-NC (Del. Ch., filed October 30, 1998).(2)(4)
Exhibit 12 Press Release by the Company, dated November 2, 1998.(2)(4)
Exhibit 13 Press Release by ACS, dated November 16, 1998.(2)(4)
Exhibit 14 Letter dated November 16, 1998 from ACS and Purchaser to the
Company.(2)(4)
Exhibit 15 Letter dated November 16, 1998, to the stockholders of the
Company from the Chairman of the Board of the Company.(1)(4)
Exhibit 16 Press Release by the Company, dated November 17, 1998.(2)(4)
Exhibit 17 Press Release by ACS, dated November 25, 1998.(2)(4)
Exhibit 18 Press Release by the Company, dated November 25, 1998.(2)(4)
Exhibit 19 Opinion, dated November 25, 1998, In the Court of Chancery of the
State of Delaware in and for New Castle County.(2)(4)
Exhibit 20 Letter dated November 30, 1998 from ACS and Purchaser to the
Company.(2)(4)
Exhibit 21 Letter dated December 2, 1998, to the stockholders of the Company
from the Chairman of the Board of the Company.(1)(4)
Exhibit 22 Press Release by ACS, dated December 1, 1998.(2)(4)
Exhibit 23 Press Release by ACS, dated December 1, 1998.(2)(4)
Exhibit 24 Order, dated December 2, 1998, In the Court of Chancery of the
State of Delaware in and for New Castle County.(2)(4)
Exhibit 25 Letter, dated December 4, 1998, from Matador Capital Management
to the Board of Directors of BRC Holdings, Inc.(2)(5)
Exhibit 26 Press Release by the Company, dated December 4, 1998.(2)(5)
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(1) These documents were included in the materials mailed to stockholders
pursuant to the Offer.
(2) These documents were filed with the Securities and Exchange Commission as
exhibits to this Statement, but were not included in the mailing to
stockholders. Such documents and other information may be inspected at the
public reference facilities maintained by the Securities and Exchange
Commission (the "Commission") at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the regional offices of the Commission
located at Seven World Trade Center, 13th Floor, New York, New York 10048
and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661. Copies of such material may also be obtained at prescribed rates from
the Public Reference Section of the Commission, 450 Fifth Street, N.W.,
Washington, D.C. 20549. The Commission also maintains a World Wide Web site
on the Internet at http://www.sec.gov that contains reports and other
information regarding registrants that file electronically with the
Commission. Such material may also be inspected at the offices of The Nasdaq
Stock Market, 1735 K Street, N.W., Washington, D.C. 20006.
(3) Schedules to this Agreement have been omitted but description of such
schedules may be found in the Agreement where referred to. The Company
hereby undertakes to provide copies of such omitted schedules to the staff
of the Commission upon request.
(4) Previously filed.
(5) Filed herewith.
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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.
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BRC HOLDINGS, INC.
By: /s/ THOMAS E. KIRALY
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Thomas E. Kiraly
CHIEF FINANCIAL OFFICER
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Date: December 8, 1998
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[LETTERHEAD]
December 4, 1998
VIA FACSIMILE
Board of Directors
c/o Mr. Paul Stoffel, Chairman of the Board
c/o Mr. Jerrold L. Morrison, President, Chief Operating Officer
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,
/s/ Jeffrey A. Berg
Jeffrey A. Berg
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 Medeo Containment Services, Inc., a provider
of managed care prescription benefits, from October 1990 to December
1992 (Medeo 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.
(NYSE - SUT), 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.
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FOR IMMEDIATE RELEASE
Contact: Thomas Kiraly
Executive Vice President &
Chief Financial Officer
(214) 905-2370
BRC RECEIVES ACQUISITION PROPOSAL FROM MATADOR
Dallas, Texas, December 4, 1998 -- BRC Holdings, Inc. (Nasdaq: BRCP) ("BRC")
said today it has received a proposal from Matador Capital Management to acquire
all of the outstanding common stock of BRC. Matador proposed, subject to
due-diligence, execution of definitive documentation and the completion of
unspecified financing, to acquire the Company's common stock at $21 per share.
In its correspondence to BRC, Matador did not specify the structure or timing of
its proposed transaction. BRC's Board of Directors will give prompt
consideration to the proposal.
BRC, based in Dallas, Texas, is an information technology services firm with
thirty years experience in providing consulting, project management, technical
support and systems services that enable its clients to achieve their strategic
and operational objectives. BRC specializes in information technology
outsourcing, consulting, information systems and document management. BRC is
ITAA*2000 certified. For more information about BRC, visit the Company's web
site at www.brcp.com.
