-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SqL/ZfPrNobf3443TwyaQhIiQ0VwUFpkBAcgsqtq9eFzoR7SkHFLunFjFzNEmtHH hmEFu8PV/BxtozZujVG+XQ== 0000912057-96-020716.txt : 19960921 0000912057-96-020716.hdr.sgml : 19960921 ACCESSION NUMBER: 0000912057-96-020716 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960919 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: BRC HOLDINGS INC CENTRAL INDEX KEY: 0000205219 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 751533071 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-11935 FILM NUMBER: 96632082 BUSINESS ADDRESS: STREET 1: 1111 W MOCKINGBIRD LN STREET 2: STE 1400 CITY: DALLAS STATE: TX ZIP: 75247 BUSINESS PHONE: 2146881800 MAIL ADDRESS: STREET 1: 1111W MOCKINGBIRD LANE STREET 2: SUITE 1400 CITY: DALLAS STATE: TX ZIP: 75247 FORMER COMPANY: FORMER CONFORMED NAME: BUSINESS RECORDS CORPORATION HOLDING CO DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: CRONUS INDUSTRIES INC DATE OF NAME CHANGE: 19900813 424B3 1 424B3 PROSPECTUS - ---------- FILE PURSUANT TO RULE 424(b)(3) REGISTRATION NO. 333-11935 432,835 SHARES [LOGO] BRC HOLDINGS, INC. COMMON STOCK The 432,835 shares of common stock, par value $.10 per share (the "Common Stock"), of BRC Holdings, Inc. (the "Company") to which this Prospectus relates (the "Shares") are being offered on behalf of and for the account of certain stockholders (the "Selling Stockholders") of the Company. The Company anticipates that the Shares will be offered for sale until the earlier of (i) the sale of all of such Shares or (ii) September 5, 1999. The Company has agreed to pay substantially all of the expenses of registration in connection with this offering but will not receive any of the proceeds from the sale of the Shares being offered hereby. All brokerage commissions and other similar expenses incurred by the Selling Stockholders will be borne by the Selling Stockholders. The aggregate proceeds to the Selling Stockholders of the Company from the sale of the Shares will be the purchase price of the Shares sold, less the aggregate brokerage commissions and underwriters' discounts, if any, and other expenses of issuance and distribution not borne by the Company. See "Use of Proceeds," "Plan of Distribution" and "Selling Stockholders." The Common Stock is included in the Nasdaq Stock Market's National Market (the "Nasdaq National Market") under the symbol "BRCP." On September 18, 1996, the last reported sales price for the Common Stock was $33.50 per share. This offering is currently not being underwritten. However, the Selling Stockholders, brokers, dealers or underwriters that participate with the Selling Stockholders in the distribution of the Shares may be deemed "underwriters," as that term is defined in the Securities Act of 1933, as amended (the "Securities Act"), and any commissions received by brokers, dealers, agents or underwriters and any profit on the resale of the Shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. It is anticipated that all Shares being offered hereby, when sales thereof are made, will be made in one or more transactions (which may involve one or more block transactions) through customary brokerage channels, either through brokers acting as brokers or agents for the sellers, or through dealers or underwriters acting as principals who may resell the Shares in the Nasdaq National Market or in privately negotiated sales, or otherwise, or by a combination of such methods of offering. Sales may be made either at market prices prevailing at the time of the sales or at negotiated prices. To the extent required, the specific number of Shares to be sold, the purchase price, the public offering price, the names of any such agents, dealers or underwriters and any applicable commissions or discounts with respect to a particular offer will be set forth in an accompanying Prospectus Supplement. SEE "RISK FACTORS" FOR A DISCUSSION OF CERTAIN MATERIAL FACTORS THAT SHOULD BE CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE SHARES OFFERED HEREBY. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY MISREPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. SEPTEMBER 18, 1996 AVAILABLE INFORMATION The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance therewith, files reports, proxy statements and other information with the Securities and Exchange Commission (the "Commission"). Such reports, proxy statements and other information filed by the Company with the Commission may be inspected and copied at the public reference facilities maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 and at the following regional offices of the Commission located at Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661; and 7 World Trade Center, 13th Floor, New York, New York 10048. Copies of such material may be obtained from the Public Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. The Common Stock is included in the Nasdaq National Market, and reports, proxy statements and other information concerning the Company may be inspected and copied at the offices of the Nasdaq National Market at 1735 K Street, N.W., Washington, D.C. 20006. The Company has filed with the Commission a Registration Statement on Form S-3 under the Securities Act with respect to the Shares offered hereby. This Prospectus omits certain information contained in that Registration Statement. For further information with respect to the Company and the Shares offered hereby, reference is hereby made to the Registration Statement, its exhibits and schedules and those documents incorporated by reference into the Registration Statement. The Registration Statement may be inspected without charge at the office of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and copies may be obtained therefrom at prescribed rates. Statements contained herein concerning provisions of documents are necessarily summaries of such documents, and each statement is qualified in its entirety by reference to the copy of the applicable document filed with the Commission. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents filed by the Company with the Commission under the Exchange Act are hereby incorporated by reference into this Prospectus: (1) the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1995; (2) the Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 1996 and June 30, 1996; and (3) the description of the Company's Common Stock which is contained in that Registration Statement on Form 8-A filed with the Commission on February 16, 1988, including any amendment or reports filed for the purpose of updating such description. 2 All reports and other documents filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus and prior to the termination of the offering of the Shares made hereby shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such reports and documents. Any statement contained in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus and the Registration Statement of which it is a part to the extent that a statement contained herein or in a subsequently filed document modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus or the Registration Statement. Upon written or oral request, the Company will provide without charge to each person, including any beneficial owner, to whom a copy of this Prospectus is delivered, a copy of any and all of the documents incorporated herein by reference (other than exhibits to such documents, unless such exhibits are specifically incorporated by reference into such documents). Requests should be directed to BRC Holdings, Inc., 1111 West Mockingbird Lane, Suite 1400, Dallas, Texas 75247, Attention: Mr. Thomas E. Kiraly, Chief Financial Officer, telephone (214) 688-1800. THE COMPANY BRC Holdings, Inc. (the "Company") provides a variety of information management and data processing products and services to local governments and health care institutions through two wholly owned subsidiaries: Business Records Corporation, Inc. and BRC Health Care, Inc. (formerly known as CMSI, Inc.). The Company's products and services can be classified into four major categories: (1) technology outsourcing services, (2) election products and services, (3) governmental records management, and (4) other products and services. The majority of these products and services are distributed on a direct basis. In addition to these direct sales organizations, the Company also sells certain binders and local government office supplies through a distribution network and a telemarketing organization. The Company's executive offices are located at 1111 West Mockingbird Lane, Suite 1400, Dallas, Texas 75247, and its telephone number at that address is (214) 688-1800. 3 RISK FACTORS PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE FOLLOWING INFORMATION, IN ADDITION TO THE OTHER INFORMATION CONTAINED IN THIS PROSPECTUS AND ANY PROSPECTUS SUPPLEMENT, BEFORE PURCHASING THE SHARES OFFERED HEREBY. COMPETITION The market for information management services is intensely competitive. The Company's major competitors for its technology outsourcing services are other providers of information systems outsourcing services. Some of these competitors are substantially larger and have greater resources than the Company. The Company's major competitors for its other products and services are typically small, regional providers of software products and services which compete with the Company in certain market areas based primarily on price. The Company is routinely subject to competitive bidding. Management believes that the Company's competitiveness is directly related to its ability to maintain effective pricing and service. There can be no assurance that the Company will be able to compete successfully with existing or future competitors or that existing competition in the Company's markets will not intensify. Finally, many businesses or governmental entities who constitute the Company's target market elect, or may elect in the future, to provide information management services internally, through existing or new departments. To the extent that the Company's potential customer base elects to provide or continue providing information management services internally, the market for the Company's services will be reduced. SEASONAL AND OTHER VARIATIONS Due to the nature of the Company's election products and services business, the Company's revenues have historically increased in "even-numbered" years due to congressional and presidential elections and the related increase in the demand for election products and services. Conversely, the revenue reported by the Company in "odd-numbered" years from election products and services has historically tended to decrease. Additionally, because the volume of real estate transactions tends to be higher from February through October than in the months of November through January, the revenues generated by governmental records management products and services are somewhat seasonal. Since the Company's fixed operating expenses do not typically decrease proportionately during the seasonal and "odd-numbered" year lows in revenue, the Company's profitability is also, generally, at its lowest level at these times. TECHNOLOGY OUTSOURCING SERVICES CONTRACTS When providing technology outsourcing services, the Company typically enters into multi-year contracts with its customers. Because of the size and duration of such contracts, the termination or non-renewal of a contract by a customer could have a material adverse impact on the Company's revenues from its technology outsourcing services. Although the Company 4 generally believes its relationships with its existing technology outsourcing services customers to be good, there can be no assurance that its customers will not terminate or fail to renew their contracts with the Company. Additionally, there can be no assurance that the Company will be able to attract new customers on contractual terms substantially equivalent to those it has with existing customers. GENERAL ECONOMIC CONDITIONS Revenues from the Company's governmental records management products and services are materially affected by changes in the volume of nationwide real estate transactions which, in turn, are largely dependent upon general economic conditions existing in the United States at any particular time. To the extent economic and other factors affect real estate sales nationwide, the Company's revenues associated with governmental records management products and services may be affected in a similar fashion. GOVERNMENT REGULATION During recent years, numerous legislative proposals have been introduced or proposed in Congress and in some state legislatures that would effect major changes in the U.S. health care system nationally and at the state level. Among the proposals under consideration are cost controls on hospitals, insurance market reforms to increase the availability of group health insurance to small businesses, requirements that all businesses offer health insurance coverage to their employees and the creation of a single government health insurance plan that would cover all citizens. In addition, Congress continues to consider proposals to modify the Medicare and Medicaid programs, primarily to reduce the cost thereof to the government. It is not clear at this time what proposals will be adopted, if any, or, if adopted, what effect, if any, such proposals would have on the Company's business. Since many of the Company's customers are health care related entities, there can be no assurance that currently proposed or future health care legislation or the changes in the administration or interpretation of governmental health care programs will not have a material adverse effect on the financial results or operations of the Company. ANTI-TAKEOVER EFFECT OF CERTIFICATE OF INCORPORATION AND DELAWARE LAW The Company's Certificate of Incorporation, as amended, contains, among other things, a provision authorizing the issuance of "blank check" preferred stock. The issuance of preferred stock, while providing desirable flexibility in connection with possible acquisitions and other corporate purposes, could have the effect of making it more difficult for a third party to acquire a majority of the outstanding voting stock of the Company. Furthermore, certain provisions of the Company's Certificate of Incorporation and of Delaware law could delay or make more difficult a merger, tender offer or proxy contest involving the Company. PRODUCT LIABILITY AND ERRORS AND OMISSIONS 5 Although the Company has not experienced any significant product liability, errors and omissions, or other related claims, the sale and support of the Company's products and services may entail risk of such claims. Although the Company does maintain certain product liability, errors and omissions, and general liability insurance, and the Company routinely structures its contracts to include limitations of its liability, a successful claim brought against the Company could have a material adverse effect on the Company's business, operating results and financial condition. DEPENDENCE ON EXISTING MANAGEMENT AND KEY EMPLOYEES The Company is dependent in large part on the experience, knowledge and customer relationships of existing management and key sales and marketing personnel. The loss of the services of any one or more of the Company's current executive officers, senior managers, or senior sales and marketing personnel could have a material adverse effect upon the Company. Additionally, due to the service nature of the Company's business, the Company's success is dependent upon its ability to attract and retain qualified employees to develop and operate its business. The Company generally has not entered into any employment agreement with, or obtained keyman life insurance for, any of its existing management or key employees. SHARES ELIGIBLE FOR FUTURE SALE Upon the sale of all of the Shares offered hereby, 6,931,891 shares of Common Stock will be outstanding, substantially all of which will be freely tradeable without restriction. In addition, at September 5, 1996, 1,799,524 shares of Common Stock were issuable upon the exercise of outstanding employee and director stock options (of which 886,872 were exercisable on such date) and options exercisable for 310,403 shares of Common Stock remain available for grant under the Company's various stock option plans. Any shares issued upon the exercise of stock options may be freely sold in the public market (except to the extent issued to affiliates of the Company). Any future sale of substantial amounts of Common Stock in the open market by the Selling Stockholders, by employees or directors exercising stock options, by stockholders whose shares have been registered with the Commission, by the Company or by other stockholders may adversely impact the market price of the Common Stock. CHANGES IN COMPUTER TECHNOLOGY The Company relies upon computerized software and hardware to deliver the vast majority of its products and services. While the Company routinely updates its products and trains its personnel to incorporate and rely upon advances in computer technology, significant changes or advancements in computer technology, to the extent not rapidly incorporated by the Company, could cause obsolescence of the Company's existing products and could negatively impact the Company's ability to compete for certain service contracts. In addition, technological change has significantly affected in the past, and can be expected to significantly affect in the future, both demand for the Company's services and the manner in which they are delivered. No assurance 6 can be given that changes in technology will not render some of the Company's services or products unnecessary or permit the Company's customers to provide them less expensively internally. LIMITED PROTECTION BY PATENTS AND COPYRIGHT The Company maintains only a limited number of patents pertaining to the products it has developed and markets. Due to the specialized nature of the Company's products, the Company may be subject to increased competition in the event products are developed by a competitive enterprise which rely upon similar technologies and design features. RISKS ASSOCIATED WITH THE CONDUCT OF PUBLIC ELECTIONS A significant portion of the Company's business involves the sale of equipment, supplies and services to support local government jurisdictions which conduct public elections. While, as a practice, the Company does not directly tabulate votes or otherwise conduct public elections, and audit trails exist to ensure accuracy in the tabulation process, the Company may be subject to liabilities associated with the inaccurate tabulation of an election for public office to the extent such errors occur through a use of the Company's election products and services. Additionally, based on existing public laws, elections for public office are currently conducted by numerous local government jurisdictions throughout the United States through the primary use of voting at public polling places, or precincts. To the extent public election laws are changed or modified such that voting is conducted in a different manner, through a use of telecommunications technology to enable remote voting, or through different methods, the Company may be subject to risks associated with the adaptation of its existing products and services to respond to such changes. POTENTIAL SIGNIFICANT INDUSTRY TRANSACTIONS Significant industry transactions such as acquisitions and dispositions of divisions, subsidiaries and other business transactions between and among participants in the information management services industry have occurred with some frequency in the past, and management expects this trend to continue in the foreseeable future. Although the Company regularly engages in discussions concerning such industry transactions with other industry participants, the Company is currently not subject to any definitive agreements in this regard. Whether the Company proceeds with any of these discussions and whether the Company ultimately negotiates and/or consummates any significant industry transactions will depend, among other things, upon the business and prospects of the Company, industry conditions, investment and growth opportunities available to the Company, stock market conditions, availability and suitability of financing for such transactions, regulatory and legal considerations and other plans and requirements of the Company. No assurance can be given that, if consummated, any such significant industry transactions could be successfully integrated into the Company's business. 7 LIQUIDITY AND CAPITAL RESOURCES Although management considers the Company to be well capitalized and to have adequate resources for its current business needs, many transactions which may present themselves in the future will be beyond the Company's ability to consummate absent the incurrence of debt or the issuance of additional equity. There can be no assurance, if the Company were to elect to obtain debt or equity financing for a transaction, as to the terms of any such debt or securities issuance or to the effect thereof upon the Company's operating results or financial position. 8 RECENT EVENTS Effective September 5, 1996, the Company acquired The Pace Group, Inc., a Texas corporation ("Pace"), as a wholly owned subsidiary through the merger (the "Merger") of BRC Merger Corp., a Texas corporation and wholly owned subsidiary of the Company ("Merger Corp."), with and into Pace pursuant to the terms of an Agreement and Plan of Merger among the Company, Merger Corp., Pace and the Selling Stockholders (the "Acquisition Agreement"). As a result of the Merger, holders of all of the issued and outstanding common stock of Pace, $.001 par value per share (the "Pace Common Stock"), became entitled to receive an aggregate of up to 432,835 shares of Common Stock, subject to adjustment under certain circumstances for breaches of representations and warranties contained in the Acquisition Agreement in exchange for all of the issued and outstanding Pace Common Stock. The Company granted certain registration rights to the persons receiving its Common Stock in the Acquisition Agreement and pursuant thereto has registered for sale in the offering made hereby 432,835 shares of Common Stock. The expenses of this registration (other than brokerage commissions and other similar expenses) will be paid by the Company. See "Plan of Distribution." Except as set forth in the preceding paragraph, none of the Selling Stockholders held any position or office or had any other material relationship with the Company within the past three fiscal years. USE OF PROCEEDS The Shares being offered hereby are for the account of the Selling Stockholders. Accordingly, the Company will not receive any of the proceeds from the sale of the Shares by the Selling Stockholders. See "Plan of Distribution." SELLING STOCKHOLDERS The following table sets forth the name of each of the Selling Stockholders and the number of Shares that may be offered by each. The number of Shares that may actually be sold by each of the Selling Stockholders will be determined by each such Selling Stockholder, and may depend upon a number of factors, including, among other things, the market price of the Common Stock. Because each of the Selling Stockholders may sell all, some or none of the Shares that each holds, and because the offering contemplated by this Prospectus is not nor is anticipated to be a "firm commitment" underwritten offering, no estimate can be given as to the number of Shares that will be held by each of the Selling Stockholders upon or prior to termination of this offering. See "Plan of Distribution." The table below also sets forth information as of September 5, 1996, concerning the beneficial ownership of Common Stock of each of the Selling Stockholders. All information as to beneficial ownership has been furnished by each of the Selling Stockholders. 9 - ----------------------------------------------------------------------------------------- SHARES OF SHARES OF SHARES OF COMMON COMMON STOCK COMMON STOCK STOCK OWNED OFFERED IN OWNED AFTER NAME OF STOCKHOLDER BEFORE OFFERING THE OFFERING OFFERING(1) - ----------------------------------------------------------------------------------------- NUMBER(2) PERCENT(3) NUMBER NUMBER PERCENT - ----------------------------------------------------------------------------------------- Ray H. Pace 307,367 4.43% 307,367 0 0 James C. Baumgarten 34,024 * 34,024 0 0 William J. Fosick 28,381 * 28,381 0 0 P. Michael Autrey 28,381 * 28,381 0 0 Karen A. Brayer 18,916 * 18,916 0 0 Richard F. Ugarte 15,765 * 15,765 0 0 - -----------------------------------------------------------------------------------------
_______________ * Less than one percent (1%). (1) Assumes all shares of Common Stock are sold in the offering. (2) Assumes receipt of a pro rata portion of certain shares held in escrow pursuant to the Acquisition Agreement. (3) Percentage indicated is based upon 6,931,891 shares of Common Stock outstanding as of September 5, 1996. Pursuant to the terms of the Acquisition Agreement, 43,283 shares of Common Stock were placed in escrow (the "Escrow") with KeyCorp Shareholder Services, Inc. to secure and satisfy the Company's right to indemnification thereunder. Subject to a claim by the Company for indemnity, the Escrow shall remain in effect until the earlier of (1) first anniversary of effective date or (2) the completion of the next regularly scheduled audited financial statement for Pace as the surviving corporation after the Merger. Upon termination of the Escrow, the remaining shares of Common Stock therein shall be distributed pro rata to the record holders of the Pace Common Stock whereupon such shares may be offered and sold in the offering made hereby. PLAN OF DISTRIBUTION The Company will receive no proceeds from the sale of the Shares by the Selling Stockholders. The Shares may be sold from time to time to purchasers directly by the Selling Stockholders. Alternatively, the Selling Stockholders may sell the Shares in one or more transactions (which may involve one or more block transactions) on the Nasdaq National Market, in privately negotiated transactions or otherwise or in a combination of such transactions; each sale may be made either at market prices prevailing at the time of such sale or at negotiated prices; some or all of the Shares may be sold through broker-dealers acting as brokers or agents on behalf of the Selling Stockholder or to broker-dealers acting as principals for resale by such dealers; and 10 in connection with such sales, such broker-dealers may receive compensation in the form of commissions, discounts or fees from the Selling Stockholder and/or the purchasers of such shares for whom they may act as broker or agent. It is anticipated that the Selling Stockholders will offer all of the Shares for sale. Substantially all of the expenses of registration incurred in connection with this offering are being borne by the Company, but all brokerage commissions and other similar expenses incurred by the Selling Stockholders will be borne by the Selling Stockholders. At the time a particular offer of Shares is made, to the extent required, a supplement to this Prospectus (the "Prospectus Supplement") will be distributed that will identify and set forth the aggregate amount of Shares being offered and the terms of the offering, including the name or names of any underwriters, dealers or agents, the purchase price paid by any underwriter for Shares purchased from the Selling Stockholders, any commissions, discounts and other items constituting compensation from the Selling Stockholders and any commissions, discounts or concessions allowed or reallowed or paid to dealers, including the proposed selling price to the public. The Selling Stockholders and any dealer acting in connection with the offering of any of the Shares or any broker executing or selling orders on behalf of the Selling Stockholders may be deemed to be "underwriters" within the meaning of the Securities Act, in which event any profit on the sale of any or all of the Shares and any commissions, discounts or concessions received by any such dealers or brokers may be deemed to be underwriting commissions and discounts under the Securities Act. Any dealer or broker participating in any distribution of the Shares may be required to deliver a copy of this Prospectus, including the Prospectus Supplement, if any, to any person who purchases any of the Shares from or through such dealer or broker. Under applicable rules and regulations under the Exchange Act, any person engaged in a distribution of the Shares may not simultaneously engage in market making activities with respect to the Shares for a period of nine business days prior to the commencement of such distribution. The Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations promulgated thereunder, including without limitation Rules 10b-6 and 10b-7, which provisions may limit the timing of purchases and sales of the Shares by the Selling Stockholders. In order to comply with certain states' securities laws, if applicable, the Shares will be sold in such jurisdictions only through registered or licensed brokers or dealers. In certain states, the Shares may not be sold unless the Shares have been registered and qualify for sale in such state, or unless an exemption from registration or qualification is available and is obtained. Pursuant to the terms of the Acquisition Agreement, the Company and the Selling Stockholders agreed to indemnify each other and certain affiliated parties from and against any losses or claims arising out of, among other things, (1) any alleged untrue statement of a material fact or (2) any material omission contained or referred to in the Registration Statement to which this Prospectus forms a part. Insofar as indemnification for liabilities arising under the Securities 11 Act may be permitted to directors, officers or persons controlling the Company, pursuant to the foregoing provisions, the Company has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore unenforceable. LEGAL MATTERS The validity of the Shares offered hereby will be passed upon for the Company by Arter & Hadden, Dallas, Texas. EXPERTS The financial statements incorporated in this Registration Statement and Prospectus by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1995, have been so incorporated in reliance on the report of Price Waterhouse LLP, independent accountants, given upon the authority of such firm as experts in auditing and accounting. 12 - ---------------------------------------------------------------------------- - ---------------------------------------------------------------------------- No dealer, salesperson or any other person has been authorized to give any information or to make any representations other than those contained in this Prospectus in connection with the offer made by this Prospectus, and, if given or made, such information or representations must not be relied upon as having been authorized by the Company, the Selling Stockholders or any other person. This Prospectus does not constitute an offer to sell or the solicitation of any offer to buy any security other than the shares of Common Stock offered by this Prospectus, nor does it constitute an offer to sell or a solicitation of any offer to buy the shares of Common Stock by anyone in any jurisdiction in which such offer or solicitation is not authorized, or in which the person making such offer or solicitation is not qualified to do so, or to any person to whom it is unlawful to make such offer or solicitation. Neither the delivery of this Prospectus nor any sale made hereunder shall, under any circumstances, create any implication that information contained herein is correct as of any time subsequent to the date hereof. _____________________ TABLE OF CONTENTS PAGE ---- Available Information 2 Incorporation of Certain Documents by Reference 2 The Company 3 Risk Factors 4 Recent Events 9 Use of Proceeds 9 Selling Stockholders 9 Plan of Distribution 10 Legal Matters 12 Experts 12 432,835 SHARES [LOGO] BRC HOLDINGS, INC. COMMON STOCK ____________________ PROSPECTUS ____________________ September 18, 1996 - ---------------------------------------------------------------------------- - ---------------------------------------------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----