<PAGE>
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
SCHEDULE 14D-1/A
TENDER OFFER STATEMENT
(AMENDMENT NO. 2)
PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
BRC HOLDINGS, INC.
(Name of Subject Company)
ACS ACQUISITION CORPORATION
AFFILIATED COMPUTER SERVICES, INC.
(Bidders)
COMMON STOCK, PAR VALUE $.10 PER SHARE
(Title of Class of Securities)
227174-10-9
(CUSIP Number of Class of Securities)
------------------------
DAVID W. BLACK
ACS ACQUISITION CORPORATION
2828 NORTH HASKELL
DALLAS, TEXAS 75204
(214) 841-6152
(Name, Address and Telephone Number of Persons Authorized
to Receive Notices and Communications on Behalf of Bidders)
COPY TO:
DAVID G. LUTHER, JR., ESQ.
HUGHES & LUCE, L.L.P.
1717 MAIN STREET
SUITE 2800
DALLAS, TEXAS 75201
(214) 939-5500
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
<PAGE>
14D-1/A
CUSIP NO. 227174-10-9 Page 2 of 6 Pages
- - --------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS: ACS ACQUISITION CORPORATION
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 75-2786693
- - --------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
- - --------------------------------------------------------------------------------
(3) SEC USE ONLY
- - --------------------------------------------------------------------------------
(4) SOURCES OF FUNDS
AF and SC
- - --------------------------------------------------------------------------------
(5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e)
or 2(f)
/ /
- - --------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION:
DELAWARE
- - --------------------------------------------------------------------------------
(7) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
NOT APPLICABLE
- - --------------------------------------------------------------------------------
(8) CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
/ /
- - --------------------------------------------------------------------------------
(9) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7):
NOT APPLICABLE
- - --------------------------------------------------------------------------------
(10) TYPE OF REPORTING PERSON:
CO
- - --------------------------------------------------------------------------------
<PAGE>
14D-1/A
CUSIP NO. 227174-10-9 Page 3 of 6 Pages
- - --------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS: AFFILIATED COMPUTER SERVICES, INC.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 51-0310342
- - --------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
- - --------------------------------------------------------------------------------
(3) SEC USE ONLY
- - --------------------------------------------------------------------------------
(4) SOURCES OF FUNDS
BK, WC and SC
- - --------------------------------------------------------------------------------
(5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e)
or 2(f)
/ /
- - --------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OFORGANIZATION:
DELAWARE
- - --------------------------------------------------------------------------------
(7) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
NOT APPLICABLE
- - --------------------------------------------------------------------------------
(8) CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
/ /
- - --------------------------------------------------------------------------------
(9) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7):
NOT APPLICABLE
- - --------------------------------------------------------------------------------
(10) TYPE OF REPORTING PERSON:
HC
- - --------------------------------------------------------------------------------
<PAGE>
This Amendment No. 2 to the Tender Offer Statement on Schedule 14D-1 filed
with the Securities and Exchange Commission on October 23, 1998 (as amended, the
"Schedule 14D-1") relates to the tender offer by ACS Acquisition Corporation, a
Delaware corporation (the "Purchaser") and a wholly owned subsidiary of
Affiliated Computer Services, Inc., a Delaware corporation ("Parent"), to
purchase 8,704,238 shares of common stock, par value $.10 per share
(collectively, the "Shares") of BRC Holdings, Inc., a Delaware corporation (the
"Company"), at a purchase price of $19.00 per Share, net to the seller in cash,
without interest, upon the terms and subject to the conditions set forth in the
Offer to Purchase, dated October 23, 1998 (the "Offer to Purchase"), a copy of
which is attached as Exhibit 1 to the Schedule 14D-1, as supplemented by the
Supplement thereto, dated November 16, 1998 (the "Supplement"), which is
attached as Exhibit 19 hereto and the Letter of Transmittal, which, together
with any amendments or supplements thereto, constitute the "Offer." Capitalized
terms used but not defined herein have the meanings assigned to such terms in
the Offer to Purchase, the Supplement and the Schedule 14D-1.
ITEM 1. SECURITY AND SUBJECT COMPANY.
Item 1(b) is hereby amended and supplemented by reference to the
Introduction and Section 1 of the Supplement, which Introduction and Section 1
are incorporated herein by reference.
Item 1(c) is hereby amended and supplemented by reference to Section 2 of
the Supplement, which Section 2 is incorporated herein by reference.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY.
Item 3 is hereby amended and supplemented by reference to Sections 5 and 6
of the Supplement, which Sections 5 and 6 are incorporated herein by reference.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER.
Items 5(a)-(e) are hereby amended and supplemented by reference to the
Introduction and Section 6 of the Supplement, which Introduction and Section 6
are incorporated herein by reference.
ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
THE SUBJECT COMPANY'S SECURITIES.
Item 7 is hereby amended and supplemented by reference to the Introduction
and Sections 4, 5 and 6 of the Supplement, which Introduction and Sections 4, 5
and 6 are incorporated herein by reference.
ITEM 9. FINANCIAL STATEMENTS OF CERTAIN BIDDERS.
Item 9 is hereby amended and supplemented by reference to Section 4 of the
Supplement, which Section 4 is incorporated herein by reference.
ITEM 10. ADDITIONAL INFORMATION.
Item 10(b), (c) and (e) are hereby amended and supplemented by reference to
Section 7 of the Supplement, which Section 7 is incorporated hereby by
reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 of the Schedule 14D-1 is hereby amended to add the following
exhibits:
17 Letter from Parent and the Purchaser to the Company dated November 16,
1998.
18 Press Release of Parent dated November 16, 1998.
19 Supplement to Offer to Purchase.
<PAGE>
SIGNATURES
After due 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.
<TABLE>
<S> <C> <C> <C>
Dated: November 16, 1998. ACS ACQUISITION CORPORATION
By: /s/ MARK A. KING
--------------------------------------
Name: Mark A. King
Title: Vice President
AFFILIATED COMPUTER SERVICES, INC.
By: /s/ MARK A. KING
--------------------------------------
Mark A. King
Name: Executive Vice President and Chief Financial
Title: Officer
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER ITEM
- - ------------- --------------------------------------------------------------------------------------------------------
<C> <S>
17 Letter from Parent and the Purchaser to the Company dated November 16, 1998.
18 Press Release of Parent dated November 16, 1998.
19 Supplement to Offer to Purchase.
</TABLE>
<PAGE>
[ACS LETTERHEAD]
November 16, 1998
BRC Holdings, Inc.
1111 W. Mockingbird Lane
Suite 1400
Dallas, Texas 75247
Attention: Thomas A. Kiraly
Re: Extension of the Offer
Ladies and Gentlemen:
Affiliated Computer Services, Inc. ("Parent") and ACS Acquisition
Corporation (the "Purchaser") exercise their right under Section 1.1 of the
Agreement and Plan of Merger dated October 19, 1998 (the "Merger Agreement")
among Parent, the Purchaser and BRC Holdings, Inc. to extend the Expiration Date
of the Offer to 12:00 Midnight, New York City time, on Monday, November 30,
1998.
Capitalized terms used but not defined herein have the meanings assigned to
such terms in the Merger Agreement.
Sincerely,
AFFILIATED COMPUTER SERVICES, INC.
By: /s/ MARK A. KING
----------------------------------------
Mark A. King, Executive Vice President
and Chief Financial Officer
ACS ACQUISITION CORPORATION
By: /s/ MARK A. KING
----------------------------------------
Mark A. King, Vice President
<PAGE>
BRC Holdings, Inc.
November 16, 1998
Page 2
cc: Arter Hadden LLP
1717 Main Street, Suite 4100
Dallas, Texas 75201
Attention: Jeffrey M. Sone
Hughes & Luce, L.L.P.
1717 Main Street, Suite 2800
Dallas, Texas 75201
Attention: David G. Luther, Jr.
<PAGE>
[ACS LOGO] NEWS RELEASE
- - --------------------------------------------------------------------------------
FOR IMMEDIATE RELEASE
CONTACTS:
Mark A. King
EVP and Chief Financial Officer
ACS
(214) 841-8007
ACS EXTENDS TENDER OFFER FOR BRC HOLDINGS
DALLAS, TEXAS -- November 16, 1998 -- ACS (Affiliated Computer Services, Inc.;
NYSE: AFA) today announced that it has extended its tender offer for 8,704,238
shares of the common stock of BRC Holdings, Inc. (NASDAQ: BRCP) to 12:00
Midnight, New York City time, on Monday, November 30, 1998.
ACS is based in Dallas, Texas, and has operations primarily in North America, as
well as Central America, South America, Europe and the Middle East. ACS
provides a full range of business services including technology outsourcing,
business process outsourcing, electronic commerce, professional services and
systems integration. The Company's Class A common stock trades on the New York
Stock Exchange under the symbol "AFA." Visit ACS on the Internet at
www.acs-inc.com.
BRC Holdings Inc., based in Dallas, Texas, is an information technology
services firm with 30 years experience providing consulting, project
management, technical support and system services that enable its clients to
achieve their strategic and operational objectives. BRC specializes in
information technology outsourcing, consulting, information systems, and
document management. For more information about BRC, visit the company's web
site at www.brcp.com.
<PAGE>
SUPPLEMENT TO THE
OFFER TO PURCHASE DATED OCTOBER 23, 1998
ACS ACQUISITION CORPORATION
A WHOLLY OWNED SUBSIDIARY OF
AFFILIATED COMPUTER SERVICES, INC.
HAS EXTENDED ITS OFFER
FOR 8,704,238 SHARES OF COMMON STOCK
OF
BRC HOLDINGS, INC.
AT
$19.00 NET PER SHARE
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON MONDAY, NOVEMBER 30, 1998, UNLESS THE OFFER IS EXTENDED.
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THERE BEING VALIDLY
TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION OF THE OFFER 8,704,238 SHARES
(APPROXIMATELY 51% OF THE OUTSTANDING SHARES ON A FULLY DILUTED BASIS). THE
OFFER IS ALSO SUBJECT TO OTHER TERMS AND CONDITIONS.
THE BOARD OF DIRECTORS OF BRC HOLDINGS, INC. (THE "COMPANY") HAS UNANIMOUSLY
APPROVED THE OFFER AND THE MERGER REFERRED TO HEREIN AND DETERMINED THAT THE
OFFER AND THE MERGER, TAKEN TOGETHER, ARE FAIR TO, AND IN THE BEST INTERESTS OF,
THE STOCKHOLDERS OF THE COMPANY AND RECOMMENDS THAT STOCKHOLDERS OF THE COMPANY
ACCEPT THE OFFER AND TENDER THEIR SHARES.
------------------------
IMPORTANT
Any stockholder desiring to tender all or any portion of such stockholder's
shares of common stock, par value $.10 per share of the Company ("Shares")
should either (i) complete and sign the Letter of Transmittal previously
circulated with the Offer to Purchase or a facsimile copy thereof in accordance
with the instructions in the Letter of Transmittal, have such stockholder's
signature thereon guaranteed if required by Instruction 1 to the Letter of
Transmittal, mail or deliver it or such facsimile and any other required
documents to the Depositary and either deliver the certificates for such Shares
to the Depositary along with such Letter of Transmittal or facsimile or deliver
such Shares pursuant to the procedure for book-entry transfer set forth in
Section 2 of the Offer to Purchase, or (ii) request such stockholder's broker,
dealer, bank, trust company or other nominee to effect the transaction for such
stockholder. A stockholder having Shares registered in the name of a broker,
dealer, bank, trust company or other nominee must contact such broker, dealer,
bank, trust company or other nominee if such stockholder desires to tender such
Shares.
A stockholder who desires to tender Shares and whose certificates for such
Shares are not immediately available or who cannot comply in a timely manner
with the procedure for book-entry transfer, or who cannot deliver all required
documents to the Depositary prior to the expiration of the Offer, may tender
such Shares by following the procedure for guaranteed delivery set forth in
Section 2 of the Offer to Purchase including the Notice of Guaranteed Delivery.
Questions and requests for assistance or for additional copies of the Offer
to Purchase, this Supplement, the Letter of Transmittal and the Notice of
Guaranteed Delivery may be directed to the Information Agent at the address and
telephone number set forth on the back cover of this Supplement.
November 16, 1998
THE INFORMATION AGENT FOR THE OFFER IS:
D.F. KING & CO., INC.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
------
<S> <C>
Introduction.............................................................................................. 1
1. Amended Terms of the Offer............................................................................ 1
2. Price Range of the Shares; Dividends on the Shares.................................................... 1
3. Certain Information Concerning the Company............................................................ 2
4. Certain Information Concerning the Purchaser and Parent............................................... 2
5. Contacts with the Company; Background of the Offer.................................................... 3
6. Purpose of the Offer; the Merger Agreement; the Stock Tender Agreement................................ 5
7. Certain Legal Matters; Regulatory Matters............................................................. 6
8. Miscellaneous......................................................................................... 6
</TABLE>
i
<PAGE>
To the Holders of Common Stock of BRC Holdings, Inc.:
INTRODUCTION
The following information amends and supplements the Offer to Purchase,
dated October 23, 1998 (the "Offer to Purchase"), of ACS Acquisition
Corporation, a Delaware corporation (the "Purchaser) and a wholly owned
subsidiary of Affiliated Computer Services, Inc. a Delaware corporation
("Parent"). Pursuant to this Supplement to the Offer to Purchase (this
"Supplement"), the Purchaser has extended the Expiration Date of the Offer to
12:00 Midnight, New York City time, on Monday, November 30, 1998. The Purchaser
is offering to purchase 8,704,238 shares of common stock, par value $.10 per
share (collectively, the "Shares"), of BRC Holdings, Inc., a Delaware
corporation (the "Company"), at a purchase price of $19.00 per Share (the "Offer
Price"), net to the seller in cash, without interest, upon the terms and subject
to the conditions set forth in the Offer to Purchase, as amended and
supplemented by this Supplement, and in the Letter of Transmittal (which,
together with any amendments or supplements hereto or thereto, collectively
constitute the "Offer").
Except as otherwise set forth in this Supplement, the terms and conditions
previously set forth in the Offer to Purchase remain applicable in all respects
to the Offer, and this Supplement should be read in conjunction with the Offer
to Purchase. Any statement contained in the Offer to Purchase shall be deemed to
be modified or superseded to the extent that a statement contained herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of the Offer to Purchase and must not be relied upon by
holders of Shares. Unless the context requires otherwise, capitalized terms used
herein but not otherwise defined herein have the meaning given to such terms in
the Offer to Purchase.
Stockholders who have previously validly tendered and not properly withdrawn
their Shares pursuant to the Offer are not required to take any further action
to tender their Shares, except as may be required by the guaranteed delivery
procedure described in Section 2 of the Offer to Purchase, if such procedure was
utilized.
This Supplement should be read in conjunction with the Offer to Purchase and
the Letter of Transmittal, copies of which may be obtained in the manner set
forth on the back cover of this Supplement. This Supplement, the Offer to
Purchase and the Letter of Transmittal contain important information which
should be read carefully before any decision is made with respect to the Offer.
1. AMENDED TERMS OF THE OFFER
Section 1 of the Offer to Purchase is hereby amended and supplemented by the
following:
Parent and the Purchaser have extended the Expiration Date of the Offer to
12:00 Midnight, New York city time, on Monday, November 30, 1998.
2. PRICE RANGE OF THE SHARES; DIVIDENDS ON THE SHARES
Section 6 of the Offer to Purchase is hereby amended and supplemented by the
following:
The high and low last reported sales prices per Share from October 23, 1998,
the date of the Offer to Purchase, through November 13, 1998 were $18 23/32 and
$18 7/16, respectively. On November 13, 1998, the last full day of trading prior
to the public announcement of the extension of the Expiration Date and the
mailing of this Supplement as reported on the Nasdaq National Market, the last
reported sales price per Share was $18 21/32. STOCKHOLDERS ARE URGED TO OBTAIN A
CURRENT MARKET QUOTATION FOR THE SHARES.
1
<PAGE>
3. CERTAIN INFORMATION CONCERNING THE COMPANY
Section 8 of the Offer to Purchase is hereby amended and supplemented by the
following:
FINANCIAL INFORMATION. Set forth below is certain selected consolidated
financial information with respect to the Company and its subsidiaries excerpted
or derived from the information contained in the Company Form 10-K for the year
ended December 31, 1997, as well as the Company's Quarterly Report on Form 10-Q
for the nine months ended September 30, 1998, which are incorporated by
reference herein. More comprehensive financial information is included in such
reports and other documents filed by the Company with the Commission, and the
following summary is qualified in its entirety by reference to such reports and
such other documents and all the financial information (including any related
notes) contained therein. Such reports and other documents should be available
for inspection and copies thereof should be obtainable in the manner set forth
under the caption "Available Information" in Section 8 of the Offer to Purchase.
BRC HOLDINGS, INC.
SELECTED CONSOLIDATED FINANCIAL INFORMATION
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30, YEAR ENDED DECEMBER 31,
-------------------- ----------------------------------
1998 1997 1997 1996 1995
--------- --------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
INCOME STATEMENT:
Revenues..................................................... $ 93,335 $ 79,455 $ 107,487 $ 100,248 $ 103,567
Income (loss) from continuing operations..................... 9,264 6,955 2,566 (5,612) 11,032
Discontinued operations, net:
Income (loss) from operations.............................. 1,024 (540) (655) 4,246 (337)
Gain on Sale............................................... -- -- 18,339 -- --
Net Income (loss)........................................ $ 10,288 $ 6,415 $ 20,250 $ (1,366) $ 10,695
Basic EPS:
Income (loss) before discontinued operations............... $ .66 $ .50 $ .37 $ (.85) $ .74
Income (loss) from discontinued operations................. .07 (.04) (.09) .64 (.05)
Diluted EPS:
Income (loss) before discontinued operations............... $ .65 $ .49 $ .36 $ (.85) $ 1.68
Income (loss) from discontinued operations................. .07 (.04) (.09) .64 (.05)
</TABLE>
<TABLE>
<CAPTION>
AT SEPTEMBER 30, AT DECEMBER 31,
---------------- ----------------------
1998 1997 1996
---------------- ---------- ----------
<S> <C> <C> <C>
BALANCE SHEET (AT END OF PERIOD):
Working capital....................................................... $ 89,805 $ 34,851 $ 60,361
Total assets.......................................................... 201,501 202,110 $ 175,240
Total long-term debt.................................................. -- 144 14
Total shareholders' equity............................................ 176,324 167,428 154,196
</TABLE>
4. CERTAIN INFORMATION CONCERNING THE PURCHASER AND PARENT
Section 9 of the Offer to Purchase is hereby amended and supplemented by the
following:
FINANCIAL INFORMATION. Set forth below is certain selected consolidated
financial information with respect to Parent excerpted or derived from the
information contained in Parent's Form 10-K for the year ended June 30, 1998, as
well as Parent's Quarterly Report on Form 10-Q for the three months ended
September 30, 1998, which are incorporated by reference herein. More
comprehensive financial information is included in such reports and other
documents filed by Parent with the Commission, and the
2
<PAGE>
following summary is qualified in its entirety by reference to such reports and
such other documents and all the financial information (including any related
notes) contained therein. Such reports and other documents should be available
for inspection and copies thereof should be obtainable in the manner set forth
under the caption "Available Information" in Section 9 of the Offer to Purchase.
AFFILIATED COMPUTER SERVICES, INC.
SELECTED CONSOLIDATED FINANCIAL INFORMATION
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
SEPTEMBER 30, YEAR ENDED JUNE 30,
------------------ -------------------------------------
1998 1997 1998 1997 1996
-------- -------- ------------- -------- --------
<S> <C> <C> <C> <C> <C>
INCOME STATEMENT:
Revenues.............................. $363,356 $264,994 $ 1,189,123 $928,925 $647,608
Net income............................ 18,995 13,450 54,422(1) 49,666 33,525
Earnings per common share--basic...... .39 .29 1.14(1) 1.08 0.88
Earnings per common share--assuming
dilution............................ .37 .28 1.11(1) 1.05 0.85
Weighted average shares
outstanding--basic.................. 48,269 46,947 47,599 46,136 38,228
Weighted average shares
outstanding--assuming dilution...... 55,225 48,247 50,487 47,452 39,320
</TABLE>
<TABLE>
<CAPTION>
AT SEPTEMBER 30, AT JUNE 30,
---------------- ----------------------------------
1998 1998 1997 1996
---------------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
BALANCE SHEET (AT END OF PERIOD):
Working capital.......................................... $ 182,137 $ 198,118 $ 110,866 $ 79,928
Total assets............................................. 985,357 949,798 761,477 636,098
Total long-term debt (less current portion).............. 249,756 234,848 130,680 57,208
Cumulative redeemable preferred stock.................... -- -- -- 1,100
Stockholders' equity..................................... 523,555 503,670 427,481 363,204
</TABLE>
- - ------------------------
(1) Includes $12,974,000, $8,880,000 net of tax, or $.19 and $.18 per basic and
diluted share, respectively, of merger costs incurred by Parent in
connection with the merger of a wholly owned subsidiary of Parent with and
into ACS Government Solutions Group, Inc. in December 1997.
5. CONTACTS WITH THE COMPANY; BACKGROUND OF THE OFFER
Section 11 of the Offer to Purchase is hereby amended and supplemented by
the following:
The following description and the description contained in Section 11 of the
Offer to Purchase were prepared by Parent, the Purchaser and the Company.
Information about the Company was provided by the Company and neither Parent nor
the Purchaser takes any responsibility for the accuracy or completeness of any
information regarding meetings or discussions in which Parent, the Purchaser or
their representatives did not participate.
A putative class action complaint entitled Matador Capital Management
Corporation ("Matador"), 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 was
filed on October 30, 1998 in the Court of Chancery of the State of Delaware
against the Company, its directors, the Purchaser and Parent by Matador and
related companies seeking, among other things, to enjoin the Offer and the
Merger. The complaint alleges, among other things, certain misstatements and
omissions in certain documents mailed to the Company's stockholders in
connection with the Offer, certain breaches of the fiduciary duties of the
Company's Board of Directors and the aiding and abetting of such breaches of
3
<PAGE>
fiduciary duties by Parent and the Purchaser. The above description of the
complaint is qualified in its entirety by reference to the complaint, a copy of
which is attached as Exhibit 16 to Amendment No. 1 to the Schedule 14D-1 and is
incorporated herein by reference.
On November 4, 1998, Matador filed with the Commission a Schedule 13D with
respect to its ownership of Shares and a Schedule 14D-9 with respect to the
Offer. In such filings, Matador stated that it has had discussions with the
senior management of the Company over the past 18 months, and may in the future
have additional discussions with senior management, concerning various
operational and financial aspects of the Company's business. Matador also stated
that it may solicit indications of interest from potential purchasers of the
Company and may retain one or more investment banking firms to assist it and to
explore ways of maximizing long-term stockholder value. Matador stated that it
has had and may in the future have discussions with other stockholders regarding
various ways of maximizing long-term stockholder value. Matador stated that it
may also seek to obtain financing for a bid for the Company alone or with other
investors.
With respect to the contacts that the Company and its representatives had
with third parties regarding a possible business combination, as previously
discussed in Section 11 of the Offer to Purchase, it is Parent's understanding
that these contacts were with approximately 23 companies (other than Parent)
during the last three years. Of these companies, approximately half made
contacts with or were contacted by, the Company during the period between
January and September of 1998. Of these companies, most were provided non-public
information concerning the Company. Of the companies with whom the Company had
contact during 1998 (other than Parent), four, International Sourcing, Ltd.
("ISL"), Tyler Corporation, Condor Technology Solutions ("Condor") and FYI, Inc.
("FYI"), expressed interest in discussing a business combination with the
Company. Discussions between representatives of these interested companies and
one or more members of senior management of the Company then took place.
Following discussions with senior management of the Company, one of these four
companies, ISL, requested and conducted extensive due diligence concerning the
Company, its assets and operations. In addition, at the request of Tyler
Corporation, representatives of that company made a presentation to the Board on
May 14, 1998 regarding Tyler Corporation and its businesses. In that
presentation, representatives of Tyler Corporation discussed a number of
possible transactions involving the Company, but made no specific proposals. No
substantive discussions between Tyler Corporation and the Company followed this
presentation.
ISL had initially approached the Company in October 1997 regarding
sponsoring a possible management led buyout. ISL is owned and controlled by
Charles M. Young, a co-founder and former director and officer of Parent.
Discussions between ISL and the Company continued until July 1998 with ISL
expressing interest in leading a management buyout of the Company. In an
affidavit filed by Richard Kneipper of ISL in connection the Matador litigation,
Mr. Kneipper stated that ISL proposed to Mr. Esping in March 1998 a cash offer
between $20-22.50 per Share. On July 6, 1998, in a letter to the Company's Board
of Directors, ISL expressed its continued interest in leading a management
buyout consisting of an all cash price of $21-22.50 per Share, subject to the
completion of additional due diligence, meetings with management and financing.
In this letter, ISL also alleged that it had not been accorded the same access
and treatment that other potential bidders for the Company were receiving. In a
letter dated July 9, 1998 to ISL, the Company's counsel indicated that the
Company's Board of Directors had significant concerns about the structure and
financing of ISL's management buyout proposal, but stated that the Company would
allow ISL to engage in additional financial due diligence. However, in a letter
dated July 10, 1998 to ISL, the Company's counsel informed ISL that after
further consideration the Company had determined that further discussions with
ISL regarding the sponsorship by ISL of a management buyout or other corporate
transaction were not in the best interests of the Company or its stockholders.
By a letter dated July 29, 1998 from Mr. Kneipper, the Company was informed that
ISL was continuing its efforts to finalize financing and its intent, once such
financing is in place, was to submit a new offer. To date, the Company has not
received any such offer, but in the affidavit filed in connection with the
Matador litigation,
4
<PAGE>
Mr. Kneipper stated that ISL remains interested in pursuing negotiations with
the Company regarding a transaction at a possible cash price higher than $19.00
per Share, subject to certain conditions.
At various meetings during August and September 1998, Condor expressed
preliminary interest in acquiring the Company at a price of $21.00 per Share,
but has failed to respond since October 1, 1998 to contacts by the Company.
FYI met with Jerrold L. Morrison, President and Chief Operating Officer of
the Company, beginning in April 1998 to discuss a possible acquisition of the
Company. During one of such meetings in 1998, FYI discussed a cash price between
$20.00 to $21.00 per Share. However, FYI deferred its interest shortly
thereafter due to other activities and indicated that it would probably approach
the Company again around the first to the middle of November 1998 regarding a
possible transaction. To date, there have been no further substantive contacts
between the Company and FYI.
With respect to the discussions between the Company and Parent during late
June and early July, there were substantive but preliminary discussions among
Messrs. Stoffel, Rich and Rexford regarding potential price per Share and the
potential structure of the transaction. On June 22, 1998, Mr. Rich called Mr.
Stoffel and proposed a cash purchase of the Company's common stock of $18.00 per
Share, subject to satisfactory due diligence, negotiation of a definitive merger
agreement and approval of the respective boards of directors of Parent and the
Company. Mr. Stoffel rejected this proposal, suggesting that Parent should
consider a higher proposal price. On June 29, 1998, Messrs. Rich and Rexford
called Mr. Stoffel and proposed a $20.00 per Share cash purchase price, subject
to the same conditions.
On July 1, 1998, Mr. Stoffel called Mr. Rexford and made a counter proposal
of $21.00 per Share. Later that day, Messrs. Rich, Rexford and Stoffel
tentatively agreed to proceed towards a potential transaction whereby Parent
would pay $21.00 per Share subject to satisfactory due diligence, negotiation of
a definitive merger agreement and approval of the respective boards of directors
of Parent and the Company.
On July 6, 1998, representatives of Parent met with representatives of the
Company, including, for the first time several of the Company's operating
managers, to continue due diligence. On July 9, 1998, Messrs. Rich and Stoffel
held a meeting at Parent's offices at which Mr. Rich advised Mr. Stoffel that,
based upon the results of Parent's financial and business due diligence,
including its discussions with the Company's operating managers, Parent was no
longer interested in pursuing a transaction with the Company at the proposed
cash purchase price of $21.00 per Share or otherwise. At that point, discussions
between the parties ceased until September 21, 1998, upon which the parties
reinitiated their discussions as described in Section 11 of the Offer to
Purchase.
In addition, in connection with the Matador litigation, Mr. Morrison has
stated in a 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.
6. PURPOSE OF THE OFFER; THE MERGER AGREEMENT; THE STOCK TENDER AGREEMENT
Section 12 of the Offer to Purchase is hereby amended and supplemented by
the following:
Pursuant to a letter dated November 16, 1998, Parent and the Purchaser
extended the Expiration Date of the Offer to 12:00 Midnight, New York City time,
on Monday, November 30, 1998, in accordance with the terms of the Merger
Agreement.
It is estimated that approximately $15 million of the Company's revenues for
twelve month period ending September 30, 1998, which are approximately $121
million in the aggregate, relates to businesses of the Company that have either
been divested by the Company or may be divested by Parent following the Merger.
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It is the understanding of the Parent that Jerrold L. Morrison, President
and Chief Operating Officer of the Company, may have plans to depart from the
employment of the Company at some point following consummation of the Merger.
7. CERTAIN LEGAL MATTERS; REGULATORY MATTERS
Section 15 of the Offer to Purchase is hereby amended and supplemented by
the following:
STOCKHOLDER LITIGATION. A putative class action complaint entitled 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 was
filed on October 30, 1998 in the Court of Chancery of the State of Delaware
against the Company, its directors, the Purchaser and Parent by Matador Capital
Management and related companies seeking, among other things, to enjoin the
Offer and the Merger. The complaint alleges, among other things, certain
misstatements and omissions in certain documents mailed to the Company's
stockholders in connection with the Offer, certain breaches of the fiduciary
duties of the Company's board of directors and the aiding and abetting of such
breaches of fiduciary duties by Parent and the Purchaser. The Purchaser and
Parent intend to defend vigorously against these allegations. The above
description of the complaint is qualified in its entirety by reference to the
complaint, a copy of which is attached as Exhibit 16 to Amendment No. 1 to the
Schedule 14D-1 and is incorporated herein by reference.
ANTITRUST UPDATE. Parent and the Company filed their Notification and
Report Forms with respect to the Offer under the HSR Act on October 27, 1998.
The waiting period under the HSR Act with respect to the Offer expired at 11:59
p.m., New York City time, on November 11, 1998.
8. MISCELLANEOUS
The Offer is not being made to (nor will tenders be accepted from or on
behalf of) holders of Shares in any jurisdiction in which the making of the
Offer or the acceptance thereof would not be in compliance with the laws of such
jurisdiction. Neither the Purchaser nor Parent is aware of any jurisdiction in
which the making of the Offer or the tender of Shares in connection therewith
would not be in compliance with the laws of such jurisdiction. To the extent the
Purchaser or Parent becomes aware of any state law that would limit the class of
offerees in the Offer, the Purchaser will amend the Offer and, depending on the
timing of such amendment, if any, will extend the Offer to provide adequate
dissemination of such information to holders of Shares prior to the expiration
of the Offer. In any jurisdiction the securities, blue sky or other laws of
which require the Offer to be made by a licensed broker or dealer, the Offer is
being made on behalf of the Purchaser by one or more registered brokers or
dealers licensed under the laws of such jurisdiction.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION ON BEHALF OF THE PURCHASER OR PARENT NOT CONTAINED IN THE OFFER
TO PURCHASE, THIS SUPPLEMENT OR THE LETTER OF TRANSMITTAL AND, IF GIVEN OR MADE,
SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED.
The Purchaser and Parent have filed with the Commission amendments to the
Tender Offer Statement pursuant to Rule 14d-3 under the Exchange Act, furnishing
certain additional information with respect to the Offer. In addition, the
Company has filed with the Commission amendments to the Schedule 14D-9 pursuant
to Rule 14d-9 under the Exchange Act, setting forth its recommendation with
respect to the Offer and the reasons for such recommendation and furnishing
certain additional related information. Such statements and schedules and any
amendments thereto, including exhibits, should be available for inspection and
copies should be obtainable in the manner set forth in Sections 8 and 9 of the
Offer to Purchase (except that they will not be available at the regional
offices of the Commission).
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EXCEPT AS AMENDED AND SUPPLEMENTED HEREBY, ALL PROVISIONS OF THE OFFER TO
PURCHASE REMAIN UNAFFECTED AND THIS SUPPLEMENT SHOULD BE READ IN CONJUNCTION
WITH THE OFFER TO PURCHASE AND THE LETTER OF TRANSMITTAL.
ACS ACQUISITION CORPORATION
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Manually signed facsimile copies of the Letter of Transmittal will be
accepted. The Letter of Transmittal, certificates for Shares and any other
required documents should be sent or delivered by each stockholder of the
Company or such stockholder's broker, dealer, bank, trust company or other
nominee to the Depositary at one of its addresses set forth below.
THE DEPOSITARY FOR THE OFFER IS:
FIRST CITY TRANSFER COMPANY
BY HAND/OVERNIGHT COURIER: BY MAIL:
First City Trust Company First City Trust Company
505 Thornall Street P. O. Box 170
Suite 303 Iselin, New Jersey 08830-0170
Edison, New Jersey 08837
BY FACSIMILE
(732) 906-9269
Questions and requests for assistance or for additional copies of the Offer
to Purchase, this Supplement, the Letter of Transmittal and the Notice of
Guaranteed Delivery may be directed to the Information Agent at the telephone
numbers and location listed below. You may also contact your broker, dealer,
bank, trust company or other nominee for assistance concerning the Offer.
THE INFORMATION AGENT FOR THE OFFER IS:
D.F. KING & CO., INC.
77 Water Street
New York, New York 10005
Banks and Brokers Call Collect: (212) 269-5550
All Others Call Toll Free: (800) 848-3051
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