
<PAGE>

   As filed with the Securities and Exchange Commission on September 13, 1996
                                                  Registration No. 333-_________
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

                             -----------------------

                                    FORM S-3

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                             -----------------------

                               BRC HOLDINGS, INC.
             (Exact name of Registrant as specified in its charter)

          DELAWARE                                          75-1533071
  (State or other jurisdiction                          (I.R.S. Employer
of incorporation or organization)                      Identification No.)

                     1111 WEST MOCKINGBIRD LANE, SUITE 1400
                              DALLAS, TEXAS  75247
                                 (214) 688-1800
          (Address, including zip code, and telephone number, including
             area code, of Registrant's principal executive offices)

               P. E. ESPING                             COPY TO:
  CHAIRMAN AND CHIEF EXECUTIVE OFFICER            JEFFREY M. SONE, ESQ.
           BRC HOLDINGS, INC.                       ARTER & HADDEN
 1111 WEST MOCKINGBIRD LANE, SUITE 1400       1717 MAIN STREET, SUITE 4100
          DALLAS, TEXAS  75247                  DALLAS, TEXAS 75201-4605
             (214) 688-1800                          (214) 761-2100
(Name, address, including zip code, and telephone
number, including area code, of agent for service)

                             -----------------------

        APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
 As soon as practicable after the effective date of this Registration Statement.

                             -----------------------
If the only securities being registered on this form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. / /

If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/

If this form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. / / __________

If this form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / / __________

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
<TABLE>
<CAPTION>
                           CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------
                                              PROPOSED      PROPOSED           
                                               MAXIMUM       MAXIMUM           
                                  AMOUNT      OFFERING      AGGREGATE      AMOUNT OF
    TITLE OF EACH CLASS OF         TO BE        PRICE    OFFERING PRICE  REGISTRATION
 SECURITIES TO BE REGISTERED    REGISTERED  PER SHARE(1)       (1)            FEE
- -------------------------------------------------------------------------------------
<S>                             <C>         <C>          <C>             <C>
Common Stock, $.10 par value      432,835      $30.125     $13,039,154       $4,497
                                  Shares
- -------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------
</TABLE>
     (1)  Estimated solely for purposes of calculating the registration fee;
     based upon the average of the high and low sales prices per share of the
     Registrant's Common Stock reported on the Nasdaq National Market for
     September 9, 1996, in accordance with Rule 457(c).

                             -----------------------

     THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------


<PAGE>

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT.  A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION.  THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE.  THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.



                 SUBJECT TO COMPLETION, DATED SEPTEMBER 13, 1996


PROSPECTUS
- --------------------------------------------------------------------------------

                                 432,835 SHARES


                         -------------------
                         ------------------------ BRC
                         -------------------


                               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 9, 1996,
the last reported sales price for the Common Stock was $30.59375 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.

                                ___________, 1996


<PAGE>


                              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

<PAGE>

     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

<PAGE>


                                  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 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

                                        4

<PAGE>

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

     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,

                                        5

<PAGE>

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 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.


                                        6



<PAGE>

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

<PAGE>

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


<PAGE>

                                  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 indirect 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.  In addition, the Company agreed to assume the rights and
obligations of Pace with respect to certain Pace stock options and warrants,
which, subsequent to the effectiveness of the Merger, became options exercisable
for shares of the 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

                                        9

<PAGE>

each of the Selling Stockholders.  All information as to beneficial ownership
has been furnished by each of the Selling Stockholders.


<TABLE>
<CAPTION>


- ---------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------

                                                         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
- ---------------------------------------------------------------------------------------
<S>                          <C>        <C>            <C>            <C>       <C>
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
- ---------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------
</TABLE>




_______________
  *  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

                                       10

<PAGE>

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 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 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.

                                       11

<PAGE>


                                  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

<PAGE>


- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

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
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


                                 --------
                                 ---------- BRC
                                 --------


                               BRC HOLDINGS, INC.




                                  COMMON STOCK


                              ____________________

                                   PROSPECTUS
                              ____________________






                                ___________, 1996


- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

<PAGE>



                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

     SEC registration fee  . . . . . . . . . . . . . . $  4,497
     Nasdaq Listing of Additional Shares fee . . . . . $  8,657
     Accounting fees and expenses. . . . . . . . . . . $  2,500*
     Legal fees and expenses . . . . . . . . . . . . . $  5,000*
     Printing and engraving expenses . . . . . . . . . $  1,000*
     Miscellaneous expenses. . . . . . . . . . . . . . $  1,000*
                                                       ---------
          Total. . . . . . . . . . . . . . . . . . . . $ 22,654*
                                                       --------
                                                       --------
- -------------------
*    Estimated

     No portion of the above noted expenses is to be borne by the Selling
Stockholders.

ITEM 15.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Article "Ninth" of the Certificate of Incorporation contains provisions
which eliminate the personal liability of the Company's directors for monetary
damages resulting from breaches of their fiduciary duty to the fullest extent
permitted by Delaware General Corporation Law (the "DGCL").  Article VI of the
Company's Bylaws contain provisions requiring the indemnification of the
Company's directors and officers upon and pursuant to the terms specified
therein and under the applicable provisions of the DGCL.  The Company believes
that these provisions are necessary to attract and retain qualified persons as
directors and officers.

     Section 145 of the DGCL provides broad authority for indemnification of
officers and directors.  Insofar as indemnification for liabilities arising
under the Securities 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 Securities Act
and is therefore unenforceable.

                                      II-1

<PAGE>


ITEM 16.  EXHIBITS. 


 EXHIBIT
   NO.                          DESCRIPTION OF EXHIBIT
   ---     -----------------------------------------------------------------
2.1        Agreement and Plan of Merger dated as of September 5, 1996, among
           the Company, BRC Merger Corp. II, The Pace Group, Inc. and certain
           individuals.
4.1        Note Purchase Agreement between the Company and P. E. Esping
           (incorporated by reference to Exhibit (4)a. to the Company's Annual
           Report on Form 10-K for the year ended December 31,
           1993).
4.2        Amendment to Note Purchase Agreement between the Company and P. E. 
           Esping (incorporated by reference to Exhibit (4)b. to the Company's
           Annual Report on Form 10-K for the year ended December 31, 1993).
4.3        Second Amendment to Note Purchase Agreement between the Company and
           P. E. Esping (incorporated by reference to Exhibit (4)c. to the
           Company's Annual Report on Form 10-K for the year ended December 31,
           1993).
4.4        10% Convertible Exchangeable Note due April 1, 1998, dated January
           1, 1993 (incorporated by reference to Exhibit (4)d. to the  Company's
           Annual Report on Form 10-K for the year ended December 31, 1993).
5.1        Opinion of Arter & Hadden.
23.1       Consent of Arter & Hadden (included in its opinion filed as
           Exhibit 5.1).
23.2       Consent of Price Waterhouse LLP, independent certified public
           accountants.
24.1       Powers of Attorney (filed on the signature page, Page II-4 to this
           Registration Statement).

ITEM 17.  UNDERTAKINGS.

     (a)  The undersigned Registrant hereby undertakes:

               (1)  To file, during any period in which offers or sales are
          being made, a post-effective amendment to this registration statement:


               (i)  to include any prospectus required by Section 10(a)(3) of
          the Securities Act;

               (ii) to reflect in the prospectus any facts or events arising
          after the effective date of the Registration Statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the Registration Statement;

               (iii) to include any material information with respect to the
          plan of distribution not previously disclosed and the Registration
          Statement or any material change of such information in the
          Registration Statement;.

                                      II-2

<PAGE>

     PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
     the Registration Statement is on Form S-3, Form S-8 or Form F-3, and the
     information required to be included in a post-effective amendment by those
     paragraphs is contained in periodic reports filed by the Registrant
     pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
     1934 that are incorporated by reference in the registration statement.

               (2)  That, for the purpose of determining any liability under the
     Securities Act, each such post-effective amendment shall be deemed to be a
     new registration statement relating to the securities offered therein, and
     the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.

               (3)  To remove from registration by means of a post-effective
     amendment any of the securities being registered which remain unsold at the
     termination of the offering.


     (b)  The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

     (h)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, the Registrant
has been advised 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.  In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

     (i)  Rule 430.  The undersigned Registrant hereby undertakes that:

          (1)  For purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.

          (2)  For purposes of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

                                      II-3

<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on the 12th day of September, 1996.

                                     BRC HOLDINGS, INC.

                                     By:  /s/ P. E. Esping
                                        -------------------------------------
                                                       P. E. Esping
                                         CHAIRMAN AND CHIEF EXECUTIVE OFFICER

                               POWERS OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints P. E. Esping and Thomas E. Kiraly and
both of them, his true and lawful attorneys-in-fact and agents with full power
of substitution and re-substitution, for him and in his name, place and stead,
in any and all capacities, to sign any and all amendments (including post-
effective amendments) to this Registration Statement, and to file the same with
all exhibits thereto and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, with full power and authority to do and to perform
each and every act and thing requisite necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or either of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>

     SIGNATURE                     TITLE                                DATE
     ---------                     -----                                ----
<S>                           <C>                                <C>
    /s/ P. E. Esping          Chairman, Chief Executive          September 12, 1996
- ---------------------------   Office and Director  
     P. E. Esping             (Principal Executive Officer)

    /s/ Thomas E. Kiraly      Chief Financial Officer            September 12, 1996
- ---------------------------   (Principal Financial Officer and
     Thomas E. Kiraly         Principal Accounting Officer)

                              Director                           ____________, 1996
- ---------------------------
     L. D. Brinkman

    /s/ David H. Monnich      Director                           September 12, 1996
- ---------------------------
     David H. Monnich

    /s/ Paul T. Stoffel       Director                           September 12, 1996
- ---------------------------
     Paul T. Stoffel

                              Director                           ____________, 1996
- ---------------------------
     Robert E. Masterson
</TABLE>
                                      II-4

<PAGE>


                                INDEX TO EXHIBITS

 EXHIBIT                                
   NO.                       DESCRIPTION OF EXHIBIT
   ---     ------------------------------------------------------------

2.1        Agreement and Plan of Merger dated as of September 5, 1996, among
           the Company, BRC Merger Corp. II, The Pace Group, Inc. and certain
           individuals.
4.1        Note Purchase Agreement between the Company and P. E. Esping
           (incorporated by reference to Exhibit (4)a. to the Company's Annual
           Report on Form 10-K for the year ended December 31, 1993).
4.2        Amendment to Note Purchase Agreement between the Company and P. E.
           Esping (incorporated by reference to Exhibit (4)b. to the Company's
           Annual Report on Form 10-K for the year ended December 31, 1993).
4.3        Second Amendment to Note Purchase Agreement between the Company and
           P. E. Esping (incorporated by reference to Exhibit (4)c. to the
           Company's Annual Report on Form 10-K for the year ended December 31,
           1993).
4.4        10% Convertible Exchangeable Note due April 1, 1998, dated January
           1,1993 (incorporated by reference to Exhibit (4)d. to the Company's
           Annual Report on Form 10-K for the year ended December 31, 1993).
5.1        Opinion of Arter & Hadden.                                  
23.1       Consent of  Arter & Hadden (included in its opinion filed as Exhibit
           5.1).
23.2       Consent of Price Waterhouse LLP, independent certified public
           accountants.
24.1       Powers of Attorney (filed on the signature page, Page II-4 to this
           Registration Agreement).




 
