<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
December 15, 1998
AFFILIATED COMPUTER SERVICES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 024787 51-0310342
--------------- ---------------- -------------------
(STATE OR OTHER (COMMISSION FILE (IRS EMPLOYER
JURISDICTION OF NUMBER) IDENTIFICATION NO.)
INCORPORATION)
2828 North Haskell Avenue
Dallas, Texas 75221
----------------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code:
(214) 841-6111
<PAGE>
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On December 15, 1998, Affiliated Computer Services, Inc. ("ACS"), through
its wholly-owned subsidiary ACS Acquisition Corporation, a Delaware corporation
("Purchaser"), completed the purchase of 8,704,238 shares of the common stock,
par value $.10 per share (collectively, the "Shares"), of BRC Holdings, Inc., a
Delaware corporation ("BRC"), pursuant to a tender offer by Purchaser to
purchase 8,704,238 Shares at a purchase price of $19.00 per Share, net to the
seller in cash, without interest, upon the terms and subject 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"), which, together with all
amendments or supplements thereto, constituted the "Offer." The number of
Shares purchased in the Offer represented approximately 63% of the issued and
outstanding Shares at the time of purchase, or no less than 51% of all the
Shares that could be outstanding if all options were exercised. The Purchaser
purchased the Shares in connection with that certain Agreement and Plan of
Merger, dated as of October 19, 1998 among ACS, the Purchaser and BRC (the
"Merger Agreement"), pursuant to which the Purchaser will be merged with and
into BRC as contemplated in the Merger Agreement (the "Merger"). The Merger
Agreement was filed as Exhibit 10 to the Schedule 14D-1. The Offer and Merger
together are referred to herein as the "BRC Transaction."
The total amount of funds used by the Purchaser to acquire the Shares
tendered in the Offer was approximately $165.4 million. The Purchaser
obtained the funds to consummate the Offer through capital contributions and
advances made by ACS.
ACS funded its capital contributions or advances to the Purchaser through
the use of a combination of (i) internally generated funds and (ii) borrowings
under its existing bank credit facility, a $200 million Restated Credit
Agreement dated June 30, 1996, among ACS, Wells Fargo Bank (Texas) N.A., as
Agent, Bank One, Texas, N.A., as Co-Agent, and the other lenders that are
parties thereto, as amended.
BRC is based in Dallas, Texas and provides specialized information
technology services primarily to local governments and healthcare institutions
through three wholly owned subsidiaries: Business Records Corporation, Inc.,
BRC Health Care, Inc. and The Pace Group. BRC's products and services can be
classified into three major categories: information systems and services,
government records management and consulting services. The BRC Transaction
is accounted for using the purchase method of accounting.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
In accordance with paragraph (a)(4) of Item 7 of Form 8-K, the
historical financial statements required in connection with the BRC Transaction
are not included in this initial report but will be filed not later than 60 days
after the date hereof.
1
<PAGE>
(b) PRO FORMA FINANCIAL INFORMATION
In accordance with paragraph (b)(2) of Item 7 of Form 8-K, the pro
forma financial information required in connection with the BRC Transaction are
not included in this initial report but will be filed not later than 60 days
after the date hereof.
(c) EXHIBITS
2.1 Agreement and Plan of Merger, dated as of October 19, 1998, among
Purchaser, ACS and BRC, incorporated herein by reference to
Exhibit 10 to the Schedule 14D-1 filed by Purchaser and ACS on
October 23, 1998. (Schedules to the Merger Agreement were
omitted from the filing. The content of such Schedules is
apparent from the references to them in the Merger Agreement.
ACS and Purchaser commit to provide copies of the Schedules to
the Securities and Exchange Commission upon request.)
99.1 Press release dated December 15, 1998.
99.2 Press release dated December 18, 1998.
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: December 30, 1998 AFFILIATED COMPUTER SERVICES, INC.
By: /s/ Mark A. King
-----------------------------------------
Mark A. King
EXECUTIVE VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
3
<PAGE>
EXHIBIT 99.1
ACS COMPLETES TENDER OFFER FOR SHARES OF BRC HOLDINGS
DALLAS, TEXAS - December 15, 1998 - ACS (Affiliated Computer Services, Inc.;
NYSE: ACS) today announced that it has completed its cash tender offer for
8,704,238 shares of the common stock of BRC Holdings, Inc. (NASDAQ: BRCP) at
$19.00 net per share.
The offered expired, as scheduled, at 12:00 midnight (New York City time) on
Monday, December 14, 1998.
As of the expiration of the offer, based on information provided from the
Depository, approximately 9,671,066 shares, including approximately 1,338,763
shares tendered by guaranteed delivery, of BRC common stock had been tendered
and not withdrawn. Of the 9,671,066 shares validly tendered and not withdrawn
at such time, 8,704,238 shares were accepted for payment on a pro rata basis.
As a result of the tender offer, ACS will own approximately 51% of the
outstanding shares of common stock of BRC on a fully diluted basis, which is
equal to approximately 63% of the actual outstanding shares. Subject to the
terms of the merger agreement between ACS and BRC, shares of common stock of BRC
not tendered will be converted into the right to receive $19.00 per share
pursuant to a second-step merger. BRC will become a wholly-owned subsidiary of
ACS, which is currently anticipated to be completed by early February 1999.
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 information technology 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 "ACS." 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.
4
<PAGE>
EXHIBIT 99.2
ACS ANNOUNCES FINAL PRORATION FACTOR IN ITS TENDER OFFER FOR BRC HOLDINGS
DALLAS, TEXAS - December 18, 1998 - ACS (NYSE: ACS) announced today that it has
been advised by its depository, First City Transfer Company, that on a final
basis 9,669,643 shares of common stock of BRC Holdings, Inc. (NASDAQ: BRCP)
were validly tendered and not withdrawn on or prior to the 12:00 Midnight (New
York City time), December 14, 1998, expiration date of ACS' $19.00 per share
cash tender offer, resulting in a final proration factor of 90.0161257%. Upon
the expiration of the offer, ACS accepted for payment 8,704,238 shares of common
stock of BRC. This represents approximately 51% of the outstanding shares of
common stock of BRC on a fully diluted basis, which is equal to approximately
63% of the actual outstanding shares.
As previously announced, subject to the terms of the merger agreement between
ACS and BRC, shares of common stock of BRC not tendered will be converted into
the right to receive $19.00 per share pursuant to a second-step merger upon
which BRC will become a wholly-owned subsidiary of ACS, which is currently
anticipated to be completed by early February 1999.
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 information technology 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 "ACS." 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.
5
