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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1/A
TENDER OFFER STATEMENT
(AMENDMENT NO. 5 - FINAL AMENDMENT)
PURSUANT TO
SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
BRC HOLDINGS, INC.
(NAME OF SUBJECT COMPANY)
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ACS ACQUISITION CORPORATION
AFFILIATED COMPUTER SERVICES, INC.
(BIDDERS)
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COMMON STOCK, PAR VALUE $.10 PER SHARE
(TITLE OF CLASS OF SECURITIES)
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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
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Page 2 of 6 Pages
14D-1/A / 13D
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CUSIP NO. 227174-10-9
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1 NAME OF REPORTING PERSONS:
ACS ACQUISITION CORPORATION
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON: 75-2786693
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2 CHECK THE APPROPRIATE BOX IF (a) / /
A MEMBER OF A GROUP (b) / /
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3 SEC USE ONLY
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4 SOURCES OF FUNDS
AF and SC
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5 CHECK IF DISCLOSURE OF / /
LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(e) or 2(f)
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6 CITIZENSHIP OR PLACE OF
ORGANIZATION: DELAWARE
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7 AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON:
8,704,238 SHARES
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8 CHECK IF THE AGGREGATE AMOUNT / /
IN ROW (7) EXCLUDES CERTAIN SHARES
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9 PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (7): 63.36% (51% ON A FULLY DILUTED BASIS)
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10 TYPE OF REPORTING PERSON:
CO
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Page 3 of 6 Pages
14D-1/A / 13D
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CUSIP NO. 227174-10-9
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1 NAME OF REPORTING PERSONS:
AFFILIATED COMPUTER SERVICES, INC.
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON: 51-0310342
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2 CHECK THE APPROPRIATE BOX IF (a) / /
A MEMBER OF A GROUP (b) / /
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3 SEC USE ONLY
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4 SOURCES OF FUNDS
BK, WC and SC
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5 CHECK IF DISCLOSURE OF / /
LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(e) or 2(f)
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6 CITIZENSHIP OR PLACE OF
ORGANIZATION: DELAWARE
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7 AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON:
8,704,238 SHARES
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8 CHECK IF THE AGGREGATE AMOUNT / /
IN ROW (7) EXCLUDES CERTAIN SHARES
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9 PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (7): 63.36% (51% ON A FULLY DILUTED BASIS)
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10 TYPE OF REPORTING PERSON:
HC
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Page 4 of 6 Pages
This Amendment No. 5 (the "Final Amendment") constitutes the final
amendment 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") relating 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 to Amendment No. 3
to the Schedule 14D-1, which, together with any amendments or supplements
thereto, constitute the "Offer." This filing also constitutes the initial
Statement on Schedule 13D pursuant to Section 13(d) of the Securities
Exchange Act of 1934, as amended, on behalf of each of the Purchaser and
Parent. 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 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Item 6 is hereby amended and supplemented by the addition of the
following:
(a)-(b) The Offer expired at 12:00 midnight, New York City time, on
Monday, December 14, 1998. Based on information provided by the Depositary,
there were validly tendered and not withdrawn 9,671,066 Shares (including
1,338,763 Shares tendered by means of guaranteed delivery), or approximately
51% of the issued and outstanding shares of common stock of the Company on a
fully diluted basis, which is equal to approximately 63.36% of the actual
outstanding Shares. The Shares validly tendered and not withdrawn at such
time were accepted for payment. On December 15, 1998, Parent issued a press
release attached hereto as Exhibit 99.3.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 of the Schedule 14D-1 is hereby amended to add the following
exhibit:
(a) 99.3 Press Release of Parent dated December 15, 1998.
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Page 5 of 6 Pages
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.
Dated: December 15, 1998.
ACS ACQUISITION CORPORATION
By:/s/ MARK A. KING
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Name: Mark A. King
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Title: Vice President
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AFFILIATED COMPUTER SERVICES, INC.
By:/s/ MARK A. KING
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Name: Mark A. King
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Title: Executive Vice President and Chief
Financial Officer
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Page 6 of 6 Pages
<TABLE>
<CAPTION>
EXHIBIT
NUMBER ITEM
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<S> <C>
(a) 99.3 Press Release of Parent dated December 15, 1998.
</TABLE>
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[ACS LOGO] NEWS RELEASE
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FOR IMMEDIATE RELEASE
CONTACTS:
Mark A. King
EVP and Chief Financial Officer
ACS
(214) 841-8007
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
Depositary, 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 of 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 pursuant to which BRC will
become 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.
