<PAGE>
OMB APPROVAL
OMB Number:3235-0145
Expires: August 31, 1999
Estimated average burden
hours per form 14.90
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )
BRC Holdings, Inc.
(Name of Issuer)
Common Stock
- ----------------------------------------------------------------
(Title of Class of Securities)
227174109
(CUSIP Number)
David Fink Carolyn S. Reiser, Esq.
Matador Capital Management Corporation Shartsis, Friese & Ginsburg LLP
200 1st Ave. North, Suite 206 One Maritime Plaza, 18th Floor
St. Petersburg, FL 33701 San Francisco, CA 94111
(813) 898-9300 (415) 421-6500
- -----------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
October 26, 1998
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box / /.
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
Potential persons who are to respond to the collection of information
contained in this form are not required to respond unless the form displays
a currently valid OMB control number.
SEC 1746 (10-97)
<PAGE>
SCHEDULE 13D
CUSIP No. 227174109 Page 2 of 8 Pages
- -------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
SS OR IRS IDENTIFICATION NO. OF ABOVE PERSON
Matador Capital Management Corporation
- ---------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
- ---------------------------------------------------------------------------
3 SEC USE ONLY
- ---------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
- ---------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(E) / /
- ---------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ---------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 492,400
BENEFICIALLY --------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 461,450
REPORTING --------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 492,400
--------------------------------------------------
10 SHARED DISPOSITIVE POWER
461,450
- ---------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
953,850
- ---------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- ---------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.7%
- ---------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO and IA
- ---------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 227174109 Page 3 of 8 Pages
- ---------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
SS OR IRS IDENTIFICATION NO. OF ABOVE PERSON
Jeffrey A. Berg
- ---------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / X /
(b) / /
- ---------------------------------------------------------------------------
3 SEC USE ONLY
- ---------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
- ---------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(E) / /
- ---------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- ---------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 492,400
BENEFICIALLY --------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 461,450
REPORTING --------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 492,400
--------------------------------------------------
10 SHARED DISPOSITIVE POWER
461,450
- ---------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
953,850
- ---------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- ---------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.7%
- ---------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- ---------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 227174109 Page 4 of 8 Pages
ITEM 1. SECURITY AND ISSUER.
This statement relates to Common Stock (the "Stock") of BRC Holdings, Inc.,
a Delaware corporation ("BRCP"). The principal executive office of BRCP
is located at 1111 West Mockingbird Lane, Suite 1400, Dallas, TX 75247.
ITEM 2. IDENTITY AND BACKGROUND.
The persons filing this statement and the persons enumerated in Instruction
C of Schedule 13D and, where applicable, their respective places of
organization, general partners, directors, executive officers and
controlling persons, and the information regarding them, are as follows:
(a) Matador Capital Management Corporation, a Delaware corporation
("MCMC"); Jeffrey A. Berg ("Berg"); David R. Fink ("Fink"); William W.
Wright ("Wright"); and Steven A. Kohl ("Kohl").
(b) The business address of MCMC, Berg, Fink, Wright and Kohl is 200
First Ave. North, Suite 206, St. Petersburg, FL 33701.
(c) MCMC is an investment advisor. Berg is the President, sole
director and controlling shareholder of MCMC. Fink is the Chief Operating
Officer of MCMC. Wright is the Treasurer of MCMC. Kohl is the Vice
President of MCMC.
(d) During the last five years, none of such persons has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, none of such persons was a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
(f) Berg, Fink, Wright and Kohl are citizens of the United States of
America.
<PAGE>
SCHEDULE 13D
CUSIP No. 227174109 Page 5 of 8 Pages
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The source and amount of funds used in purchasing the Stock were as
follows:
Purchaser Source of Funds Amount
MCMC Funds Under Management $18,157,908
ITEM 4. PURPOSE OF TRANSACTION.
On October 30, 1996, MCMC filed a complaint in the Court of Chancery of the
State of Delaware seeking injunctive relief in connection with the tender
offer disclosed in a Tender Offer Statement on Schedule 14D-l, dated
October 23, 1998, of ACS Acquisition Corporation, a Delaware corporation
and a wholly-owned subsidiary of Affiliated Computer Services, Inc., a
Delaware corporation, for 8,704,238 shares of Stock. The complaint alleges,
among other things, that appropriate disclosure under Delaware law has not
been made to BRCP's stockholders in connection with a proposed merger
between BRCP and ACS Acquisition Corporation and that BRCP's Board has not
taken the steps required by Delaware law to be taken prior to agreeing to a
sale of control.
The reporting 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 reporting 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 reporting persons have had and may in
the future have discussions with other shareholders regarding various ways
of maximizing long-term shareholder value. The reporting persons may also
seek to obtain financing for a bid by the reporting persons alone or with
other investors.
The reporting persons intend continuously to review their investment in
BRCP and may in the future change their present course of action. The
reporting persons may determine to acquire additional Stock or to dispose
of all or a portion of the Stock which they now own or may hereafter
acquire. In reaching any decision as to their investment, the reporting
persons will take into consideration various factors, such as BRCP's
business and prospects, other developments concerning BRCP (including, but
not limited to, actions of the Board of Directors and management of BRCP),
other investment opportunities available to the reporting persons,
developments with respect to the other investments of the reporting
persons, general economic conditions, and money and stock market
conditions.
<PAGE>
SCHEDULE 13D
CUSIP No. 227174109 Page 6 of 8 Pages
ITEM 4. (continued)
Other than as described above, the reporting persons have no present plans
or proposals which relate to or would result in: (i) the acquisition by any
person of additional securities of BRCP, or the disposition of securities
of BRCP, (ii) an extraordinary corporate transaction, such as a merger,
reorganization, or liquidation, involving BRCP or any of its subsidiaries;
(iii) a sale or transfer of a material amount of assets of BRCP or any of
its subsidiaries (iv) any change in the present Board of Directors or
management of BRCP including any plans or proposals to change the number or
term of directors or to fill any existing vacancies on the Board; (v) any
material change in the present capitalization or dividend policy of BRCP;
(vi) any other material changes in BRCP's business or corporate structure;
(vii) changes in BRCP's charter, by-laws, or other instruments
corresponding thereto or other actions which may impede the acquisition of
control of BRCP by any persons; (viii) causing a class of securities of
BRCP to be delisted from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of a registered
national securities association; (ix) a class of equity securities of BRCP
becoming eligible for termination of registration pursuant to Section
l2(g)(4) of the Securities Exchange Act of 1934; or (x) any action similar
to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The beneficial ownership of the Stock of the persons named in Item 2 of
this statement is as follows at the date hereof:
Aggregate
Beneficially
Owned Voting Power Dispositive Power
Name Number Percent Sole Shared Sole Shared
MCMC 953,850 6.7% 492,400 461,450 492,400 461,450
Berg 953,850 6.7% 492,400 461,450 492,400 461,450
The persons filing this statement effected the following transactions in
the Stock on the dates indicated, and such transactions are the only
transactions in the Stock 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.
<PAGE>
SCHEDULE 13D
CUSIP No. 227174109 Page 7 of 8 Pages
ITEM. 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
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 Stock and to vote and dispose of Stock. 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 Stock and to vote and
dispose of Stock 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 7. MATERIAL TO BE FILED AS EXHIBITS.
Not applicable.
<PAGE>
SCHEDULE 13D
CUSIP No. 227174109 Page 8 of 8 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge, I certify
that the information set forth in this statement is true, complete and
correct.
DATED: November 4, 1998.
MATADOR CAPITAL MANAGEMENT CORP. /s/ Jeffrey A. Berg
Jeffrey A. Berg
By: /s/ Jeffrey A. Berg
Jeffrey A. Berg, President
4267.11\1014053
