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                       SECURITIES AND EXCHANGE COMMISSION
 
                             WASHINGTON, D.C. 20549
 
                            ------------------------
 
                                SCHEDULE 14D-9/A
 
   
                               (AMENDMENT NO. 6)
    
 
               Solicitation/Recommendation Statement Pursuant to
 
            Section 14(d)(4) of the Securities Exchange Act of 1934
 
                            ------------------------
 
                               BRC HOLDINGS, INC.
 
                           (Name of Subject Company)
 
                            ------------------------
 
                               BRC HOLDINGS, INC.
                      (Name of Person(s) Filing Statement)
 
                            ------------------------
 
                          COMMON STOCK $.10 PAR VALUE
 
                         (Title of Class of Securities)
 
                                  227174-10-9
 
                     (CUSIP Number of Class of Securities)
 
                            ------------------------
 
                              JERROLD L. MORRISON
                     PRESIDENT AND CHIEF OPERATING OFFICER
                               BRC HOLDINGS, INC.
                      1111 W. MOCKINGBIRD LANE, SUITE 1400
                            DALLAS, TEXAS 75247-5014
 
                                 (214) 688-1800
 
            (Name, Address and Telephone Number of Person Authorized
     to Receive Notice and Communications on Behalf of the Person(s) Filing
                                   Statement)
 
                                WITH COPIES TO:
 
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<S>                                      <C>
         JEFFERY M. SONE, ESQ.                  CHARLES S. GILBERT, ESQ.
          ARTER & HADDEN, LLP                     JACKSON WALKER L.L.P
     1717 MAIN STREET, SUITE 4100              901 MAIN STREET, SUITE 6000
         DALLAS TX 75201-4605                      DALLAS, TEXAS 75202
            (214) 761-2100                           (214) 953-6000
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    This Amendment No. 6 to the Solicitation/Recommendation Statement on
Schedule 14D-9 (the "Statement") relates to the tender offer (the "Offer")
disclosed in a Tender Offer Statement on Schedule 14D-1, dated October 23, 1998
(the "Schedule 14D-1") of ACS Acquisition Corporation, a Delaware corporation
(the "Purchaser") and a wholly-owned subsidiary of Affiliated Computer Services,
Inc., a Delaware corporation ("ACS"), for 8,704,238 shares of Common Stock, par
value $.10 per share (the "Shares"), of the Company. The purpose of this
Amendment No. 6 is to amend and supplement Items 8 and 9 of the Schedule 14D-9
as described below.
    
 
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
 
    Item 8 is hereby amended and supplemented by the addition of the following:
 
   
    On December 10, 1998, the Company filed a lawsuit styled BRC Holdings, Inc.
vs. Matador Capital Management Corporation (Civil Action No. 3-98-CV-2893-L) in
the United States District Court for the Northern District of Texas, Dallas
Division, which alleges, among other things, that Matador made materially false
and misleading statements to the Company's stockholders and seeks injunctive
relief and damages, a copy of such lawsuit is attached hereto as Exhibit 99.1
and incorporated herein by reference.
    
 
   
    On December 10, 1998, the Company issued a press release relating to such
lawsuit, a copy of which is attached hereto as Exhibit 99.2 and incorporated
herein by reference.
    
 
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
 
    Item 9 is hereby amended and supplemented as follows:
 
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Exhibit 1     Agreement and Plan of Merger, dated October 18, 1998, among
              ACS, the Company and Purchaser.(2)(4)
Exhibit 2     Transitional Compensation Agreement, dated October 9, 1998,
              between the Company and Jerrold L. Morrison.(2)(4)
Exhibit 3     Transitional Compensation Agreement, dated October 9, 19981,
              between the Company and Harvey Braswell.(2)(4)
Exhibit 4     Transitional Compensation Agreement, dated October 9, 1998,
              between the Company and Thomas E. Kiraly.(2)(4)
Exhibit 5     Transitional Compensation Agreement, dated October 9, 1998,
              between the Company and Bernard J. Owens.(2)(4)
Exhibit 6     Agreement, dated October 18, 1998, between the Company and Paul
              T. Stoffel.(2)(4)
Exhibit 7     Stock Tender Agreement, dated October 19, 1998, by and between
              ACS, Purchaser and each of Paul T Stoffel, individually, and
              Kathryn Ayres Esping, individually and as Independent Executor
              of the Estate of PE. Esping and as Director of the Esping
              Family Foundation.(2)(4)
Exhibit 8     Letter, dated October 23, 1998, to the stockholders of the
              Company from the Chief Operating Officer of the Company.(1)(4)
Exhibit 9     Opinion of Donaldson Lufkin & Jenrette, dated October 18,
              1998.(1)(4)
Exhibit 10    Press Release by the Company, dated October 19, 1998.(2)(4)
Exhibit 11    Complaint--Matador Capital Management Corporation, Everglades
              Partners, L.P., Everglades Offshore Fund, Ltd. and Contrarian
              Opportunities Fund, L.P. v. BRC Holdings, Inc., ACS Acquisition
              Corporation, Affiliated Computer Services, Inc., Paul T
              Stoffel, L. D. Brinkman, Robert E. Masterson and David H.
              Monnich, C.A. No. 16758-NC (Del. Ch., filed October 30,
              1998).(2)(4)
Exhibit 12    Press Release by the Company, dated November 2, 1998.(2)(4)
Exhibit 13    Press Release by ACS, dated November 16, 1998.(2)(4)
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Exhibit 14    Letter dated November 16, 1998 from ACS and Purchaser to the
              Company.(2)(4)
Exhibit 15    Letter dated November 16, 1998, to the stockholders of the
              Company from the Chairman of the Board of the Company.(1)(4)
Exhibit 16    Press Release by the Company, dated November 17, 1998.(2)(4)
Exhibit 17    Press Release by ACS, dated November 25, 1998.(2)(4)
Exhibit 18    Press Release by the Company, dated November 25, 1998.(2)(4)
Exhibit 19    Opinion, dated November 25, 1998, In the Court of Chancery of
              the State of Delaware in and for New Castle County.(2)(4)
Exhibit 20    Letter dated November 30, 1998 from ACS and Purchaser to the
              Company.(2)(4)
Exhibit 21    Letter dated December 2, 1998, to the stockholders of the
              Company from the Chairman of the Board of the Company.(1)(4)
Exhibit 22    Press Release by ACS, dated December 1, 1998.(2)(4)
Exhibit 23    Press Release by ACS, dated December 1, 1998.(2)(4)
Exhibit 24    Order, dated December 2, 1998, In the Court of Chancery of the
              State of Delaware in and for New Castle County.(2)(4)
Exhibit 25    Letter, dated December 4, 1998, from Matador Capital Management
              to the Board of Directors of BRC Holdings, Inc.(2)(4)
Exhibit 26    Press Release by the Company, dated December 4, 1998.(2)(4)
Exhibit 99.1  Complaint--BRC Holdings, Inc. vs. Matador Capital Management
              Corporation (Civil Action No. 3-98-CV-2893-L).(2)(5)
Exhibit 99.2  Press Release by the Company, dated December 10, 1998.(2)(5)
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------------------------
 
(1) These documents were included in the materials mailed to stockholders
    pursuant to the Offer.
 
(2) These documents were filed with the Securities and Exchange Commission as
    exhibits to this Statement, but were not included in the mailing to
    stockholders. Such documents and other information may be inspected at the
    public reference facilities maintained by the Securities and Exchange
    Commission (the "Commission") at Room 1024, 450 Fifth Street, N.W.,
    Washington, D.C. 20549, and at the regional offices of the Commission
    located at Seven World Trade Center, 13th Floor, New York, New York 10048
    and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
    60661. Copies of such material may also be obtained at prescribed rates from
    the Public Reference Section of the Commission, 450 Fifth Street, N.W.,
    Washington, D.C. 20549. The Commission also maintains a World Wide Web site
    on the Internet at http://www.sec.gov that contains reports and other
    information regarding registrants that file electronically with the
    Commission. Such material may also be inspected at the offices of The Nasdaq
    Stock Market, 1735 K Street, N.W., Washington, D.C. 20006.
 
(3) Schedules to this Agreement have been omitted but description of such
    schedules may be found in the Agreement where referred to. The Company
    hereby undertakes to provide copies of such omitted schedules to the staff
    of the Commission upon request.
 
(4) Previously filed.
 
(5) Filed herewith.
 
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                                   SIGNATURE
 
    AFTER REASONABLE 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.
 
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                                BRC HOLDINGS, INC.
 
                                By:             /s/ THOMAS E. KIRALY
                                     -----------------------------------------
                                                  Thomas E. Kiraly
                                              CHIEF FINANCIAL OFFICER
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Date: December 10, 1998
    
 
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