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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
 
                            ------------------------
 
                                 SCHEDULE 14D-9
               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:
 
<TABLE>
<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
</TABLE>
 
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ITEM 1.  SECURITY AND SUBJECT COMPANY.
 
    The name of the subject company is BRC Holdings, Inc., a Delaware
corporation (the "Company"), and the address of the principal executive offices
of the Company is 1111 W. Mockingbird Lane, Suite 1400, Dallas, Texas
75247-5014. The title of the class of equity securities to which this
Solicitation/ Recommendation Statement on Schedule 14D-9 (the "Statement")
relates is the Company's common stock, par value $.10 per share (the "Shares").
 
ITEM 2.  TENDER OFFER OF THE BIDDER.
 
    This 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 ("Parent") for 8,704,238 Shares.
 
    The Offer is being made pursuant to the Agreement and Plan of Merger dated
as of October 19, 1998 (the "Merger Agreement"), among Parent, the Purchaser and
the Company pursuant to which, following the consummation of the Offer and the
satisfaction or waiver of certain conditions, the Purchaser will be merged with
and into the Company, with the Company surviving the merger (as such, the
"Surviving Corporation") as a wholly owned subsidiary of Parent (the "Merger").
In the Merger, each outstanding Share (other than Shares owned by (i) Parent,
the Purchaser, the Company, or any direct or indirect subsidiary of Parent or
the Company or (ii) stockholders, if any, who are entitled to and who properly
exercise dissenters' rights under Delaware law) will be converted into the right
to receive the per Share price paid in the Offer in cash, without interest (the
"Merger Consideration"). See Item 3(b). "Identity and Background--The Merger
Agreement" located at page 3 of this Statement.
 
    In connection with the execution of the Merger Agreement, Parent and
Purchaser entered into a Stock Tender Agreement, dated as of October 19, 1998
(the "Stock Tender Agreement"), with Kathryn Ayres Esping, individually and as a
Director of the Esping Family Foundation, Inc., and as Independent Executor of
the Estate of P. E. Esping, and Paul Stoffel, individually, (collectively, the
"Stock Tender Parties"). The Stock Tender Parties collectively own 2,968,350
Shares (excluding 324,000 Shares issuable under presently exercisable stock
options) or approximately 17.4% of the outstanding Shares on a fully diluted
basis as of September 30, 1998. Pursuant to the Stock Tender Agreement, the
Stock Tender Parties have agreed, so long as Parent, the Purchaser or the
Company has not terminated the Merger Agreement, to tender validly pursuant to
the Offer, and not withdraw, all Shares which are owned of record by them prior
to the Expiration Date (as defined herein). The obligations of the Stock Tender
Parties under the Stock Tender Agreement are several and not joint. The Stock
Tender Agreement is more fully described in Item 3(b). "Identity and
Background--Potential or Actual Conflicts of Interest--Stock Tender Agreement,"
located at page 12 of this Statement.
 
    The Merger Agreement provides that effective upon purchase and payment for
the Shares by the Purchaser, the Purchaser shall be entitled to designate the
number of directors, rounded up to the next whole number, on the Company's Board
of Directors (the "Board") that equals the product of (i) the total number of
directors on the Board (giving effect to the election of any additional
directors pursuant to this paragraph) and (ii) the percentage that the number of
Shares owned by the Purchaser (including Shares accepted for payment) bears to
the total number of Shares outstanding on a fully diluted basis, and the Company
shall take all action necessary to cause the Purchaser's designees to be elected
or appointed to the Board, including, without limitation, increasing the number
of directors, and seeking and accepting resignations of its incumbent directors.
See Item 3(b). "Identity and Background--The Merger Agreement--Board of
Directors," located at page 6 of this Statement.
 
    The Schedule 14D-1 states that the principal executive offices of ACS and
the Purchaser are located at 2828 North Haskell, Dallas, Texas 75204.
 
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ITEM 3.  IDENTITY AND BACKGROUND.
 
    (a) The name and address of the Company, which is the person filing this
Statement, is set forth in Item 1 above. All information contained in this
Statement or incorporated herein by reference concerning Parent, the Purchaser
or their affiliates, or actions or events with respect to any of them, was
provided by Parent, and the Company takes no responsibility for such
information.
 
    (b) Each material contract agreement, arrangement or understanding and any
actual or potential conflict of interest between the Company or its affiliates
and (i) the Company, its executive officers, directors or affiliates or (ii)
Parent, its executive officers, directors or affiliates is set forth herein or
in the Information Statement Pursuant to Section 14(f) of the Securities
Exchange Act and Rule 14f-1 thereunder dated October 23, 1998 attached hereto as
Annex B and incorporated herein by reference in its entirety (the "Information
Statement"). Specifically, the Company has entered into (1) Transition
Compensation Agreements with each of Jerrold L. Morrison, Harvey V. Braswell,
Thomas E. Kiraly and Bernard J. Owens, which are attached as Exhibits 2, 3, 4,
and 5, respectively, hereto and are summarized below and incorporated herein by
reference in their entirety (the "Transition Agreements") and (2) an Agreement
with Paul T. Stoffel, dated as of October 18, 1998, which is attached hereto as
Exhibit 6 and summarized below and incorporated herein by reference in its
entirety. Contemporaneously with the execution of the Merger Agreement, two
stockholders of the Company entered into the Stock Tender Agreement, which is
attached hereto as Exhibit 7 and summarized below and incorporated herein by
reference in its entirety. In addition, the officers and directors of the
Company are the beneficiaries of certain provisions of the Company's Certificate
of Incorporation and bylaws, and statutory provisions under the Delaware General
Corporation Law relating to indemnification of officers and directors.
 
THE MERGER AGREEMENT
 
    The following summarizes certain portions of the Merger Agreement, which
relate to arrangements among the Company, Parent, the Purchaser and the
Company's executive officers and directors. The summary of the Merger Agreement
provided below is qualified in its entirety by reference to the Merger
Agreement. A copy of the Merger Agreement has been filed as Exhibit 1 to this
Statement and is incorporated herein by reference and should be read in its
entirety for a more complete description of the terms and provisions of the
Merger Agreement. Capitalized terms used herein and not otherwise defined herein
shall have the meanings ascribed thereto in the Merger Agreement.
 
    THE OFFER.  The Merger Agreement provides for the making of the Offer by the
Purchaser. The obligation of Purchaser to accept for payment and pay for Shares
tendered pursuant to the Offer is subject to the satisfaction of the Minimum
Condition and certain other conditions that are described in Item 3(b).
"Identity and Background--Certain Conditions to the Offer" located at page 10 of
this Statement. The Purchaser has agreed that, without the written consent of
the Company, no change in the Offer may be made which changes the form of
consideration to be paid or decreases the price per Share or the amount of
Shares sought in the Offer or which imposes conditions to the Offer in addition
to the Minimum Condition and those conditions described in Item 3(b). "Identity
and Background--Certain Conditions to the Offer" located at page 10 of this
Statement.
 
    THE MERGER.  The Merger Agreement provides that, following the purchase of
Shares pursuant to the Offer, the approval of the Merger Agreement by the
stockholders of the Company and the satisfaction or waiver of the other
conditions to the Merger, the Purchaser will be merged with and into the
Company. The Merger shall become effective at such time as a certificate of
merger or certificate of ownership and merger is filed with the Delaware
Secretary of State or at such later time as is specified in such certificate of
merger (the "Effective Time"). As a result of the Merger, all of the properties,
rights, privileges and franchises of the Company and the Purchaser shall vest in
the Surviving Corporation, and all debts, liabilities and duties of the Company
and the Purchaser shall become the debts, liabilities and duties of the
Surviving Corporation.
 
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    At the Effective Time, (i) each issued and outstanding Share owned or held
by Parent, the Purchaser, the Company or any direct or indirect subsidiary of
Parent or the Company shall be canceled, and no payment shall be made with
respect thereto; (ii) each share of common stock of the Purchaser then
outstanding shall be converted into and become one share of common stock of the
Surviving Corporation; and (iii) each Share outstanding immediately prior to the
Effective Time shall, except as otherwise provided in (i) above and except for
Shares held by any holder who has not voted in favor of the Merger or consented
thereto in writing and who has demanded appraisal for such Shares ("Dissenting
Shares") in accordance with Section 262 of the Delaware General Corporation Law
(the "DGCL"), be converted into the right to receive $19.00 in cash or any
higher price per Share that may be paid pursuant to the Offer, without interest,
less any required withholding taxes.
 
    The Merger Agreement provides that the certificate of incorporation of the
Company and the bylaws of the Purchaser at the Effective Time will be the
certificate of incorporation of the Surviving Corporation. The Merger Agreement
also provides that the directors of the Purchaser at the Effective Time will be
the directors of the Surviving Corporation and the officers of the Company at
the Effective Time will be the officers of the Surviving Corporation.
 
    RECOMMENDATION.  The Merger Agreement states that the Board has (i)
determined that the Offer and the Merger, taken together, are fair to the
holders of the Shares as well as fair to and in the best interests of the
Company and its stockholders, (ii) approved the Merger Agreement and the
transactions contemplated thereby, including the Offer and the Merger and (iii)
resolved to recommend acceptance of the Offer and approval and adoption of the
Merger Agreement and the Merger by the Company's stockholders.
 
    INTERIM AGREEMENTS OF PARENT, THE PURCHASER AND THE COMPANY.  Pursuant to
the Merger Agreement, the Company has covenanted and agreed that, during the
period from the date of the Merger Agreement to the Effective Time, the Company
and its subsidiaries will each conduct its operations according to its ordinary
and usual course of business consistent with past practice; that neither the
Company nor any of its subsidiaries will intentionally take or willfully omit to
take any actions that results in or could reasonably be expected to result in, a
Company Material Adverse Effect (as defined in the Merger Agreement); that the
Company will use its reasonable best efforts to preserve intact the business
organization of the Company and each of its subsidiaries, to keep available the
services of its and their present officers and key employees and consultants,
and to maintain satisfactory relationships with customers, agents, suppliers,
and other persons having business relationships with the Company or its
subsidiaries. Pursuant to the Merger Agreement, without limiting the generality
of the foregoing, and except as otherwise expressly provided in the Merger
Agreement, neither the Company nor any of its subsidiaries will (a) issue, sell,
or dispose of additional shares of capital stock of any class (including the
Shares) of the Company or any of its subsidiaries, or securities convertible
into or exchangeable for any such shares or securities, or any rights, warrants,
or options to acquire any such shares or securities, other than Shares issued
upon exercise of options disclosed pursuant to the Merger Agreement, in each
case in accordance with the terms so disclosed; (b) redeem, purchase, or
otherwise acquire, or propose to redeem, purchase, or otherwise acquire, any of
its outstanding capital stock, or other securities of the Company or any of its
subsidiaries; (c) split, combine, subdivide, or reclassify any of its capital
stock or declare, set aside, make, or pay any dividend or distribution on any
shares of its capital stock; (d) sell, pledge, dispose of, or encumber any of
its assets, except for sales, pledges, dispositions, or encumbrances in the
ordinary course of business consistent with past practices; (e) incur or modify
any indebtedness or issue or sell any debt securities, or assume, guarantee,
endorse, or otherwise as an accommodation become absolutely or contingently
responsible for obligations of any other person, or make any loans or advances,
other than in the ordinary course of business consistent with past practices;
(f) adopt or amend any bonus, profit sharing, compensation, severance,
termination, stock option, pension, retirement, deferred compensation,
employment or other employee benefit agreements, trusts, plans, funds, or other
arrangements for the benefit or welfare of any director, officer, or employee,
or (except for normal increases in the ordinary course of business that
 
                                       4
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are consistent with past practices and that, in the aggregate, do not result in
a material increase in benefits or compensation expense to the Company) increase
in any manner the compensation or fringe benefits of any director, officer, or
employee or pay any benefit not required by any existing plan or arrangement
(including, without limitation, the granting or vesting of stock options or
stock appreciation rights) or take any action or grant any benefit not expressly
required under the terms of any existing agreements, trusts, plans, funds, or
other such arrangements or enter into any contract, agreement, commitment, or
arrangement to do any of the foregoing or make or agree to make any payments to
any directors, officers, agents, contractors, or employees relating to a change
or potential change in control of the Company; (g) acquire by merger,
consolidation, or acquisition of stock or assets any corporation, partnership,
or other business organization or division or make any investment either by
purchase of stock or securities, contributions to capital (other than to wholly
owned subsidiaries), property transfer, or purchase of any material amount of
property or assets, in any other person; (h) adopt any amendments to their
respective charters or bylaws or equivalent organizational documents, except as
required by the Merger Agreement; (i) take any action other than in the ordinary
course of business and consistent with past practices, to pay, discharge,
settle, or satisfy any claim, liability, or obligation (absolute or contingent,
accrued or unaccrued, asserted or unasserted, or otherwise); (j) change any
method of accounting or accounting practice used by the Company or any of its
subsidiaries, except for any change required by reason of a concurrent change in
generally accepted accounting principles; (k) revalue in any respect any of its
assets, including, without limitation, writing down the value of its portfolio
or writing off notes or accounts receivable other than in the ordinary course of
business consistent with past practices; (l) authorize any new capital
expenditure; (m) make any tax election, settle or compromise any federal, state,
or local tax liability or consent to the extension of time for the assessment or
collection of any federal, state, or local tax; (n) settle or compromise any
pending or threatened suit, action, or claim material to the Company and its
subsidiaries taken as a whole or relevant to the transactions contemplated by
this Agreement; (o) enter into any agreement, arrangement, or understanding to
do any of the foregoing actions; or (p) voluntarily take any action or willfully
omit to take any action that could make any representation or warranty of the
Company in the Merger Agreement untrue or incorrect in any material respect at
any time, including as of the date of the Merger Agreement and as of the time of
consummation of the Offer and the Effective Time, as if made as of such time.
 
    CONFIDENTIALITY.  Pursuant to the Merger Agreement, Parent and the Purchaser
will each hold and will each cause its consultants and advisors to hold in
confidence, unless compelled to disclose by judicial or administrative process
or, in the written opinion of its legal counsel, by other requirements of law,
all documents and information concerning the Company and its subsidiaries
furnished to Parent or the Purchaser in connection with the transactions
contemplated by the Merger Agreement (except to the extent that such information
can be shown to have been (i) previously known by Parent or the Purchaser from
sources other than the Company, or its directors, officers, representatives or
affiliates, (ii) in the public domain through no fault of Parent or the
Purchaser, or (iii) later lawfully acquired by Parent or the Purchaser from
other sources who are not known by Parent or the Purchaser to be bound by a
confidentiality agreement or otherwise prohibited from transmitting the
information to Parent or the Purchaser by a contractual, legal or fiduciary
obligation) and will not release or disclose such information to any other
person, except its auditors, attorneys, financial advisors and other consultants
and advisors in connection with the Merger Agreement and the transactions
contemplated thereby. Parent and the Purchaser will each be deemed to have
satisfied its obligation to hold such information confidential if it exercises
the same care as it takes to preserve confidentiality for its own similar
information.
 
    NONSOLICITATION.  The Merger Agreement provides that the Company shall not,
directly or indirectly, through any officer, director, employee, representative
or agent of the Company or any of its subsidiaries, solicit or encourage
(including by way of furnishing information) the initiation of any inquiries or
proposals (each an "Acquisition Proposal") regarding a Third Party Acquisition
(as defined below). Provided that nothing in the Merger Agreement shall prevent
the Board if it determines in good faith, after consultation with, and the
receipt of advice from, outside counsel, that it is required to do so in order
to discharge
 
                                       5
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properly its fiduciary duties, from considering, negotiating, approving and
recommending to the stockholders of the Company an unsolicited bona fide written
Acquisition Proposal that the Board determines in good faith (after consultation
with its financial advisors and legal counsel) would result in a transaction
more favorable to the Company's stockholders than the transaction contemplated
by the Merger Agreement (any Acquisition Proposal meeting such criterion, being
referred to as a "Superior Proposal"). Provided further that nothing in the
Merger Agreement shall prohibit the Company from complying with Rules 14d-9 and
14e-2 under the Exchange Act with respect to any other tender offers. The
Company must promptly, but in no event later than 24 hours, notify Parent after
receipt of any Acquisition Proposal or any request for nonpublic information
relating to the Company or any of its subsidiaries in connection with an
Acquisition Proposal or for access to the properties, books or records of the
Company or any subsidiary by any person or entity that informs the Board that it
is considering making, or has made, an Acquisition Proposal. Such notice to
Parent has to be made orally and in writing and must indicate in reasonable
detail the identity of the offeror and the terms and conditions of such
proposal, inquiry or contact. If the Board receives a request for material
nonpublic information by a party who makes an unsolicited bona fide Acquisition
Proposal and the Board determines that such proposal, if consummated pursuant to
its terms would be a Superior Proposal, then the Company may, subject to the
execution of a confidentiality agreement substantially similar to that then in
effect between the Company and Parent, provide such party with access to
information regarding the Company. The Merger Agreement requires that the
Company immediately cease and cause to be terminated any existing discussions or
negotiations with any parties (other than Parent and the Purchaser) conducted
before the date of the Merger Agreement with respect to any Acquisition
Proposal, and the Company agreed not to release any third party from any
confidentiality or standstill agreement to which the Company is a party. The
Company also agreed to ensure that the officers, directors and employees of the
Company and its subsidiaries and any investment banker or other advisor or
representative retained by the Company are aware of these restrictions; and be
responsible for any breach of this restriction by such bankers, advisors and
representatives.
 
    ACCESS TO INFORMATION.  Between the date hereof and the Effective Time, the
Company will give Parent and the Purchaser and their authorized representatives
reasonable access to all employees, plants, offices, warehouses and other
facilities and to all books and records of the Company and its subsidiaries,
will permit Parent and the Purchaser to make such inspections as Parent and the
Purchaser may reasonably require and will cause the Company's officers and those
of its subsidiaries to furnish Parent and the Purchaser with such financial and
operating data and other information with respect to the business and properties
of the Company and any of its subsidiaries as Parent or the Purchaser may from
time to time reasonably request.
 
    BOARD OF DIRECTORS.  The Merger Agreement provides that effective upon
purchase and payment for any tendered Shares by the Purchaser, the Purchaser
shall be entitled to designate the number of directors, rounded up to the next
whole number, on the Board that equals the product of (i) the total number of
directors on the Board (giving effect to the election of any additional
directors pursuant to this paragraph) and (ii) the percentage that the number of
Shares owned by the Purchaser (including Shares accepted for payment) bears to
the total number of Shares outstanding on a fully diluted basis, and the Company
shall take all action necessary to cause the Purchaser's designees to be elected
or appointed to the Board, including, without limitation, increasing the number
of directors, and seeking and accepting resignations of its incumbent directors.
Notwithstanding the foregoing, the Company has the right to have at least two of
the current members of the Board remain members of the Board until the Effective
Time.
 
    STOCKHOLDERS' MEETING.  Pursuant to the Merger Agreement, the Company shall
cause a meeting of its stockholders (the "Company Stockholder Meeting") to be
duly called and held for the purposes of voting on the approval and adoption of
the Merger Agreement and the Merger. The Merger Agreement provides that the
Company and Parent will cooperate and use all reasonable efforts to prepare, and
the Company and Parent will file with the SEC, as soon as reasonably practical
after completion of the Offer, a proxy statement or information statement
relating to the Company Stockholder Meeting, if required (the "Proxy
 
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Statement"). The Company has agreed, subject to the fiduciary duties of its
Board of Directors, to use all reasonable efforts to obtain the necessary
approvals by its stockholders of the Merger Agreement and the transactions
contemplated thereby. Parent has agreed to vote and to cause its affiliates
(including, without limitation, the Purchaser) to vote all Shares owned by them
in favor of adoption of the Merger Agreement.
 
    INDEMNIFICATION AND INSURANCE.  Parent, the Purchaser and the Company have
each agreed that all rights to indemnification or exculpation now existing in
favor of the directors, officers, employees and agents of the Company and its
subsidiaries as provided in their respective charters or bylaws or other
contracts scheduled in the Merger Agreement shall, to the extent such rights are
in accordance with applicable law, survive the Merger and stay in effect in
accordance with their respective terms.
 
    The Merger Agreement also provides that the Surviving Corporation shall,
until the third anniversary of the Effective Time, cause to be maintained in
effect policies of directors' and officers' liability insurance for director and
officers of the Company on terms no less favorable than the existing coverage
maintained by the Company as of the date of the Merger Agreement, in each case
including for claims arising from facts or events that occurred at or before the
consummation of the Offer; provided, however, that the Surviving Corporation
shall not be required in order to maintain or procure such coverage to pay an
annual premium in excess of 200% of the current annual premium paid by the
Company for its existing coverage (the "Cap"); and provided, further, that if
equivalent coverage cannot be obtained, or can be obtained only by paying an
annual premium in excess of the Cap, the Surviving Corporation shall only be
required to obtain as much coverage as can be obtained by paying an annual
premium equal to the Cap.
 
    BEST EFFORTS.  The Merger Agreement provides that the Company, the Purchaser
and Parent will each use all reasonable best efforts to consummate the
transactions contemplated by the Merger Agreement.
 
    REPRESENTATIONS AND WARRANTIES.  The Merger Agreement contains various
customary representations and warranties of the parties thereto including,
without limitation, representations by the Company as to corporate power and
authority to execute, deliver and consummate the Merger Agreement, undisclosed
liabilities, certain changes or events concerning its businesses, compliance
with applicable law, employee benefit plans, litigation, environmental
liabilities, intellectual property rights and material contracts.
 
    CONDITIONS TO THE MERGER.  The obligations of each of Parent, the Purchaser
and the Company to effect the Merger are subject to the satisfaction of certain
conditions, including: (a) the Merger Agreement shall have been adopted by the
affirmative vote of the stockholders of the Company by the requisite vote or
consent in accordance with the charter and bylaws of the Company and with
applicable law; (b) no statute, rule, regulation, executive order, decree,
ruling or injunction shall have been enacted, entered, promulgated or enforced
by any U.S. court or U.S. governmental authority which prohibits, restrains,
enjoins or restricts the consummation of the Merger or which imposes any
material limitation on the ability of Parent or the Purchaser to exercise rights
of ownership of the Shares provided that the parties will use their respective
reasonable best efforts to have any such injunction, decree or order lifted; (c)
any waiting period applicable to the Merger under the HSR Act shall have
terminated or expired and all required filings, consents, approvals, permits and
authorizations with or for governmental authorities have been made or obtained
(without what the Purchaser deems to be a materially burdensome condition); and
(d) the Purchaser shall have purchased tendered Shares pursuant to the Offer.
 
    TERMINATION.  The Merger Agreement may be terminated: (a) by mutual written
consent of Parent, the Purchaser and the Company; (b) by Parent and the
Purchaser or the Company if any court of competent jurisdiction in the United
States or other United States governmental body shall have issued a final order,
decree or ruling or taken any other final action restraining, enjoining or
otherwise prohibiting the Merger and such order, decree, ruling or other action
shall have become final and nonappealable; (c) by Parent and the Purchaser if
due to an occurrence or circumstance which would result in a failure to satisfy
any of the conditions set forth in Item 3(b). "Identity and Background--Certain
Conditions to the Offer," the Purchaser shall have (i) failed to commence the
Offer within five days following the initial
 
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public announcement of the Offer, (ii) terminated the Offer or (iii) failed to
pay for tendered Shares pursuant to the Offer; (d) by the Company if (i) there
shall not have been a breach of any material representation, warranty, covenant
or agreement on the part of the Company and the Purchaser shall have (A) failed
to commence the Offer within five days following the initial public announcement
of the Offer, (B) terminated the Offer or (C) by January 31, 1999 (provided,
however, that any termination pursuant to this clause C must be made by
irrevocable written notice delivered to the Purchaser and Parent by noon, Dallas
time, on January 31, 1999), or (ii) prior to the purchase of tendered Shares
pursuant to the Offer, a person or group shall have made a bona fide offer that
the Board by a majority vote determines in its good faith judgment and in the
exercise of its fiduciary duties, after consultation with its financial advisors
and based as to legal matters on the written opinion of legal counsel, is
obligated by its fiduciary duties under applicable law to terminate the Merger
Agreement, provided that such termination under this clause (ii) shall not be
effective until payment of the Termination Fee (as defined below); (e) by Parent
and the Purchaser prior to the purchase of tendered Shares pursuant to the Offer
if (i) there shall have been a breach (not cured or curable within certain time
limits) of any representation or warranty on the part of the Company having a
Company Material Adverse Effect or materially adversely affecting (or materially
delaying) the consummation of the Offer, (ii) there shall have been a breach
(not cured or curable within certain time limits) of any covenant or agreement
on the part of the Company resulting in a Company Material Adverse Effect or
materially adversely affecting (or materially delaying) the consummation of the
Offer, (iii) the Company shall engage in negotiations with any entity or group
(other than Parent or the Purchaser) that has proposed a Third Party Acquisition
(with certain exceptions), (iv) the Company enters into an agreement, letter of
intent or arrangement with respect to a Third Party Acquisition, (v) the Board
shall have withdrawn or modified (including by amendment of the Schedule 14D-9)
in a manner adverse to the Purchaser its approval or recommendation of the
Offer, the Merger Agreement or the Merger or shall have recommended another
offer, or shall have adopted any resolution to effect any of the foregoing or
(vi) the Minimum Condition shall not have been satisfied by the expiration date
of the Offer and (A) on such date an entity or group (other than Parent or the
Purchaser) shall have made and not withdrawn a proposal with respect to a Third
Party Acquisition or (B) any person or group (including the Company or any of
its affiliates other than Parent or the Purchaser) has become the beneficial
owner of 19.9% (except in bona fide arbitrage transactions) or more of the
Shares; or (f) by the Company if (i) there shall have been a breach (not cured
or curable with certain time limits) of any representation or warranty on the
part of Parent or the Purchaser which materially adversely affects (or
materially delays) the consummation of the Offer or (ii) there shall have been a
material breach (not cured or curable with certain time limits) of any covenant
or agreement on the part of Parent or the Purchaser and which materially
adversely affects (or materially delays) the consummation of the Offer.
 
    TERMINATION FEE.  Pursuant to the Merger Agreement, in the event Parent and
the Purchaser terminate the Merger Agreement pursuant to clause (e)(i) through
(v) of the preceding paragraph or the Company terminates the Merger Agreement
pursuant to clause (d)(ii) or (d)(i)(C) of the preceding paragraph, then the
Company shall pay to Parent, the Purchaser and their affiliates all
out-of-pocket fees and expenses actually incurred in connection with the Offer
and Merger and the proposed consummation of all the transactions contemplated by
the Merger Agreement not in excess of $3,000,000. If, (i) Parent and the
Purchaser terminate the Merger Agreement pursuant to clause (e)(i) through (v)
of the preceding paragraph or if the Company terminates the Merger Agreement
pursuant to (d)(i)(C) of the preceding paragraph and, within four months
thereafter the Company enters into an agreement, letter of intent or arrangement
with respect to a Third Party Acquisition, or a Third Party Acquisition occurs
(or within nine months after such termination if the Third Party Acquisition
that occurs or with respect to which an agreement, letter of intent or binding
arrangement has been entered into is or is reasonably expected to be a
transaction more favorable to the Company's stockholders than the transactions
contemplated by the Merger Agreement); or (ii) the Company terminates the Merger
Agreement pursuant to clause (d)(ii) of the preceding paragraph, then the
Company shall pay to Parent and the Purchaser, within one business day
 
                                       8
<PAGE>
following the execution and delivery of such agreement or letter of intent or
entering into such arrangement or such occurrence, as the case may be, or
simultaneously with such termination pursuant to clause (d)(ii) of the preceding
paragraph, a fee, in cash, of $10,000,000 plus all out-of-pocket fees and
expenses incurred by Parent and the Purchaser in connection with the Offer and
Merger and the proposed consummation of all the transactions contemplated by the
Merger Agreement, not in excess of $3,000,000.
 
    "Third Party Acquisition" means the occurrence of any of the following
events (i) the acquisition of the Company by merger or otherwise by any person
or entity other than Parent, the Purchaser or any affiliate thereof (a "Third
Party"); (ii) the acquisition by Third Party of more than 19.9% of the total
assets of the Company and its subsidiaries, taken as a whole; (iii) the
acquisition by Third Party of 19.9% or more of the outstanding Shares that
results in a change of control of the Company; (iv) the adoption by the Company
of a plan of liquidation or the declaration or payment of an extraordinary
dividend; or (v) the acquisition by the Company or any of its subsidiaries of
more than 19.9% of the outstanding Shares.
 
    Pursuant to the Merger Agreement, in the event of the termination and
abandonment of the Merger Agreement, the Merger Agreement will become void and
have no effect, without any liability on the part of any party or its directors,
officers or stockholders, other than certain provisions of the Merger Agreement
relating to the termination fee, expenses of the parties and confidentiality of
information, provided, that any party will not be relieved from liability for
any breach of the Merger Agreement.
 
    COSTS AND EXPENSES.  Except as discussed above, the Merger Agreement
provides that all costs and expenses incurred in connection with the
transactions contemplated by the Merger Agreement shall be paid by the party
incurring such costs and expenses.
 
    APPRAISAL RIGHTS.  Holders of Shares do not have dissenters' rights as a
result of the Offer. However, if the Merger is consummated, holders of Shares
will have certain rights pursuant to the provisions of Section 262 of the DGCL
to dissent and demand appraisal of, and to receive payment in cash of the fair
value of, their Shares. If the statutory procedures were complied with, such
rights could lead to a judicial determination of the fair value required to be
paid in cash to such dissenting holders for their shares. Any such judicial
determination of the fair value of Shares could be based upon considerations
other than or in addition to the Offer Price or the market value of the Shares,
including asset values and the investment value of the Shares. The value so
determined could be more or less than the Offer Price or the Merger
Consideration.
 
    If any holder of Shares who demands appraisal under Section 262 of the DGCL
fails to perfect, or effectively withdraws or loses the right to appraisal, as
provided in the DGCL, the Shares of such stockholder will be converted into the
Merger Consideration in accordance with the Merger Agreement. A stockholder may
withdraw his demand for appraisal by delivery to Parent of a written withdrawal
of his demand for appraisal and acceptance of the Merger.
 
    FAILURE TO FOLLOW THE STEPS REQUIRED BY SECTION 262 OF THE DGCL FOR
PERFECTING APPRAISAL RIGHTS MAY RESULT IN THE LOSS OF SUCH RIGHTS.
 
    GOING PRIVATE TRANSACTIONS.  The Merger will have to comply with any
applicable Federal law operative at the time of its consummation. Rule 13e-3
under the Exchange Act is applicable to certain "going private" transactions.
The Company does not believe that Rule 13e-3 will be applicable to the Merger
unless the Merger is consummated more than one year after the termination of the
Offer. If applicable, Rule 13e-3 would require, among other things, that certain
financial information concerning the Company and certain information relating to
the fairness of the Merger and the consideration offered to minority
stockholders be filed with the Commission and disclosed to minority stockholders
prior to consummation of the Merger.
 
    DIVIDENDS AND DISTRIBUTIONS.  If on or after the date of the Merger
Agreement, the Company should (i) split, combine or otherwise change the Shares
or its capitalization, (ii) issue or sell any additional
 
                                       9
<PAGE>
securities of the Company or otherwise cause an increase in the number of
outstanding securities of the Company (except for Shares issuable upon the
exercise of employee stock options outstanding on the date of the Merger
Agreement) or (iii) acquire currently outstanding Shares or otherwise cause a
reduction in the number of outstanding Shares, then, without prejudice to the
Purchaser's rights described in Item 3(b). "Identity and Background--Certain
Conditions of the Offer," the Purchaser in its sole discretion, subject to the
terms of the Merger Agreement, may make such adjustments as it deems appropriate
in the purchase price and other terms of the Offer.
 
    If, on or after the date of the Merger Agreement, the Company should declare
or pay any dividend on the Shares or make any distribution (including, without
limitation, cash dividends, the issuance of additional Shares pursuant to a
stock dividend or stock split, the issuance of other securities or the issuance
of rights for the purchase of any securities) with respect to the Shares that is
payable or distributable to stockholders of record on a date prior to the
transfer to the name of the Purchaser or its nominee or transferee on the
Company's stock transfer records of the tendered Shares purchased pursuant to
the Offer, then, without prejudice to the Purchaser's rights described in Item
3(b). "Identity and Background--Certain Conditions of the Offer," any such
dividend, distribution or right to be received by the tendering stockholders
will be received and held by the tendering stockholder at the Depositary for the
account of the Purchaser, accompanied by appropriate documentation of transfer.
Pending such remittance and subject to applicable law, the Purchaser will be
entitled to all rights and privileges as owner of any such dividend,
distribution or right and may withhold the entire purchase price or deduct from
the purchase price the amount or value thereof, as determined by the Purchaser
in its sole discretion.
 
    Pursuant to the terms of the Merger Agreement, the Company is prohibited
from taking any of the actions described in the two preceding paragraphs and
nothing herein shall constitute a waiver by the Purchaser or Parent of any of
their rights under the Merger Agreement or a limitation of remedies available to
the Purchaser or Parent for any breach of the Merger Agreement, including
termination thereof.
 
CERTAIN CONDITIONS OF THE OFFER
 
    Notwithstanding any other provisions of the Offer, the Purchaser will not be
required to accept for payment or (subject to any applicable rules and
regulations of the SEC, including Rule 14e-l(c) relating to the obligation of
the Purchaser to pay for or return tendered Shares promptly after the
termination or withdrawal of the Offer) to pay for tendered Shares, or may
terminate or amend the Offer as provided in the Agreement, or may postpone the
acceptance for payment of, or payment for, Shares (whether or not any other
Shares have been accepted for payment or paid for pursuant to the Offer) if
prior to the expiration of the Offer (i) the Minimum Condition has not been
satisfied; (ii) the waiting period under the HSR Act has not expired or been
terminated with respect to purchase of the Shares; or (iii) if at any time on or
after the date of the Merger Agreement, and at any time before the time of
acceptance for payment of any such Shares, any of the following occurs:
 
        (a) any of the representations or warranties of the Company contained in
    the Merger Agreement is not true and correct at and as of any date prior to
    the expiration date of the Offer as if made at and as of such time, except
    for (i) failures (other than with regard to the Company's investment
    MatriDigm) to be true and correct as are not, individually or in the
    aggregate, reasonably expected to result in a Company Material Adverse
    Effect; or (ii) failures to comply as are capable of being and are cured
    prior to the earlier of (A) 10 days after written notice from the Purchaser
    to the Company of such failure or (B) two business days prior to the
    expiration date of the Offer;
 
        (b) the Company has failed to comply with any of its obligations under
    the Merger Agreement, except for (i) failures to so comply as are not,
    individually or in the aggregate, reasonably expected to result in a Company
    Material Adverse Effect; and (ii) failures to comply as are capable of being
    and
 
                                       10
<PAGE>
    are cured prior to the earlier of (A) 10 days after written notice from the
    Purchaser to the Company of such failure or (B) two business days prior to
    the expiration date of the Offer;
 
        (c) the Board of Directors of the Company has withdrawn or modified in
    any respect adverse to Parent or the Purchaser its recommendation of the
    Offer or taken any position inconsistent with such, recommendation;
 
        (d) the Merger Agreement has been terminated in accordance with its
    terms;
 
        (e) the Company has reached an agreement with Parent or the Purchaser
    that the Offer or the Merger be terminated or amended;
 
        (f) any state, federal, or foreign government or governmental authority
    has taken any action, or proposed, sought, promulgated, or enacted, or any
    state, federal, or foreign government or governmental authority or court has
    entered, enforced, or deemed applicable to the Offer or the Merger, any
    statute, rule, regulation, judgment, order, or injunction that is reasonably
    likely to (i) make the acceptance for payment of, the payment for, or the
    purchase of, some or all of the Shares illegal or otherwise restrict,
    materially delay, prohibit consummation of, or make materially more costly,
    the Offer or the Merger, (ii) result in a material delay in or restrict the
    ability of the Purchaser, or render the Purchaser unable, to accept for
    payment, pay for or purchase some or all of the Shares in the Offer or the
    Merger, (iii) require the divestiture by Parent, the Purchaser, or the
    Company or any of their respective subsidiaries or affiliates of all or any
    material portion of the business, assets, or property of any of them or any
    Shares, or impose any material limitation on the ability of any of them to
    conduct their business and own such assets, properties, and Shares, (iv)
    impose material limitations on the ability of Parent or the Purchaser to
    acquire or hold or to exercise effectively all rights of ownership of the
    Shares, including the right to vote any Shares acquired by either of them on
    all matters properly presented to the stockholders of the Company or (v)
    impose any limitations on the ability of Parent, the Purchaser, or any of
    their respective subsidiaries or affiliates effectively to control in any
    material respect the business or operations of the Company, Parent, the
    Purchaser, or any of their respective subsidiaries or affiliates;
 
        (g) any change (or any condition, event or development involving a
    prospective change) has occurred or been threatened in the business,
    properties, assets, liabilities, capitalization, stockholders' equity,
    financial condition, operations, licenses or franchises results of
    operations, or prospects of the Company or any of its subsidiaries, that is
    reasonably expected to result in a Company Material Adverse Effect;
 
        (h) there has occurred (i) any general suspension of trading in, or
    limitation on prices for, securities on any national securities exchange or
    in the over-the-counter market or quotations for shares traded thereon as
    reported by the Nasdaq or otherwise, (ii) a declaration of a banking
    moratorium or any suspension of payments in respect of banks in the United
    States (whether or not mandatory), (iii) a commencement of a war or armed
    hostilities or other national or international calamity directly or
    indirectly involving the United States other than as a participant in police
    actions sponsored by international organizations, (iv) any limitation
    (whether or not mandatory) by any governmental authority on the extension of
    credit by banks or other financial institutions, (v) after the date of the
    Merger Agreement, an aggregate decline of at least 25% in the Dow Jones
    Industrial Average or Standard & Poor's 500 Index or a decline in either
    such index of 12 1/2% in any 24-hour period, or (vi) in the case of any of
    the occurrences referred to in clauses (i) through (iv) existing at the time
    of the commencement of the Offer, in the reasonable judgment of the
    Purchaser, a material acceleration or worsening thereof;
 
        (i) any person or group other than Parent or the Purchaser and their
    affiliates has entered into a definitive agreement or an agreement in
    principle with the Company with respect to a tender offer or
 
                                       11
<PAGE>
    exchange offer for any Shares or a merger, consolidation, or other business
    combination or acquisition with or involving the Company or any of its
    subsidiaries; or
 
        (j) any material approval, permit, authorization, consent, or waiting
    period of any domestic or foreign, governmental, administrative, or
    regulatory entity (federal, state, local, provincial or otherwise) has not
    been obtained or satisfied on terms satisfactory to the Purchaser in its
    sole discretion;
 
that, in the good faith judgment of the Purchaser, makes it inadvisable to
proceed with the Offer or with such acceptance for payment of, or payment for,
the tendered Shares or to proceed with the Merger.
 
    The foregoing conditions are for the sole benefit of the Purchaser and may
be asserted by the Purchaser regardless of the circumstances giving rise to any
such condition or may be waived by the Purchaser in whole or in part at any time
and from time to time in its sole discretion (subject to the terms of the Merger
Agreement). The failure by the Purchaser at any time to exercise any of the
foregoing rights will not be deemed a waiver of any such right, the waiver of
any such right with respect to particular facts and circumstances will not be
deemed a waiver with respect to any other facts or circumstances, and each such
right will be deemed an ongoing right that may be asserted at any time and from
time to time.
 
POTENTIAL OR ACTUAL CONFLICTS OF INTEREST
 
    TRANSITION COMPENSATION AGREEMENTS.  Pursuant to Transition Compensation
Agreements, dated October 9, 1998, between the Company and Harvey V. Braswell,
Jerrold L. Morrison and Bernard J. Owens, respectively, the Company agreed with
each of these executives to pay transitional compensation upon a termination
(other than a voluntary termination) of such executive within 18 months of a
change in control (as defined, which would include the consummation of the
Offer) equal to such executive's average salary and cash bonuses received during
the twelve months preceding the change in control. Such agreements also require
the Company to maintain the level of indemnification provided prior to the
change in control to such executives under the Company's Certificate of
Incorporation, bylaws, and any agreement with such executives and under
applicable law.
 
    Pursuant to a Transition Compensation Agreement, dated October 9, 1998,
between Thomas E. Kiraly and the Company, the Company agreed to pay Mr. Kiraly a
retention bonus of $150,000 in the event Mr. Kiraly continues to be employed by
the Company 6 months following a change in control (as defined, which would
include the consummation of the Offer) or in the event his employment is
involuntarily terminated during that period. In addition, in the event Mr.
Kiraly's employment is terminated (other than a voluntary termination) prior to
18 months following a change in control, Mr. Kiraly is entitled to receive
$150,000 in severance. Such agreement also requires the Company to maintain the
level of indemnification provided prior to the change in control to such
executive under the Company's Certificate of Incorporation, bylaws, and any
agreement with such executive and under applicable law.
 
    STOCK TENDER AGREEMENT.  The following is a summary of certain provisions of
the Stock Tender Agreement (the "Stock Tender Agreement"), dated as of October
19, 1998 among Purchaser and Parent on one hand and each of Kathryn Ayres Esping
, individually and as Independent Executor of the Estate of P.E. Esping and as
Director of the Esping Family Foundation, and Paul T. Stoffel, individually, on
the other (Ms. Esping and Mr. Stoffel are referred to collectively as the "Stock
Tender Parties") which is filed as Exhibit 7 hereto and is incorporated herein
by reference. Such summary is qualified in its entirety by reference to the
Stock Tender Agreement.
 
    Pursuant to the Stock Tender Agreement, so long as Parent and Purchaser or
the Company has not terminated the Merger Agreement, the Stock Tender Parties
have agreed to validly tender (and not thereafter withdraw) the Shares owned by
them pursuant to and in accordance with the terms of the Offer. The Stock Tender
Parties collectively own a total of 2,968,350 Shares (excluding 324,000 Shares
issuable under presently exercisable stock options), representing approximately
17.4% of the outstanding shares of Common Stock on a fully diluted basis as of
September 30, 1998.
 
                                       12
<PAGE>
    In connection with the Stock Tender Agreement, the Stock Tender Parties have
made certain customary representations, warranties and covenants, including with
respect to (i) ownership of the Shares, (ii) the Stock Tender Parties' authority
to enter into and perform their respective obligations under the Stock Tender
Agreement, (iii) the ability of the Stock Tender Parties to enter into the Stock
Tender Agreement without violating other agreements to which they are a party,
(iv) the absence of liens and encumbrances on and in respect of the Stock Tender
Parties' Shares and (v) restrictions on the transfer of the Stock Tender
Parties' Shares. The obligations of the Stock Tender Parties under the Stock
Tender Agreements are several and not joint.
 
    STOCK OPTIONS.  The vesting provisions of each stock option granted to the
Company's directors and executive officers provides for acceleration upon a
change in control of the Company. The consummation of the Offer will, for the
purposes of each of these stock options, constitute a change in control. The
following schedule sets forth the number of shares of the Company subject to
issuance under each outstanding option granted to the directors and executive
officers of the Company:
 
<TABLE>
<CAPTION>
DIRECTORS AND/OR EXECUTIVE OFFICERS                                        OUTSTANDING OPTIONS
-------------------------------------------------------------------------  -------------------
<S>                                                                        <C>
L. D. Brinkman...........................................................           60,000
Robert E. Masterson......................................................           60,000
David H. Monnich.........................................................           60,000
Paul T. Stoffel..........................................................           60,000
Jerrold L. Morrison......................................................          390,000
Harvey Braswell..........................................................          150,000
William J. Fosick........................................................           66,000
Thomas E. Kiraly.........................................................          210,000
Bernard J. Owens.........................................................          214,000
</TABLE>
 
    STOFFEL AGREEMENT.  Pursuant to an Agreement (the "Stoffel Agreement") dated
October 18, 1998, the Company agreed to pay Paul T. Stoffel, the Chairman of the
Board of the Company, an amount equal to $1,300,000 within two business days of
the consummation of any transaction occurring prior to December 31, 2000
pursuant to which (i) any person or entity unaffiliated with the Company
acquires at least a majority of the outstanding shares of Common Stock; (ii) a
merger, consolidation or other business combination of the Company with any
person or entity unaffiliated with the Company as of October 18, 1998 occurs or
(iii) any person or entity unaffiliated with the Company as of October 18, 1998
acquires not less than a majority of the assets of the Company. The Board
authorized the execution and delivery of this agreement with Mr. Stoffel by a
unanimous vote of the members of the Board, other than Mr. Stoffel, during a
portion of a meeting of the Board on October 18, 1998 at which Mr. Stoffel was
not present. In connection with its agreement with Mr. Stoffel, the Company has
also agreed to indemnify Mr. Stoffel against certain expenses and liabilities
arising in connection with such agreement, including liabilities arising under
the Federal securities laws.
 
ITEM 4.  THE SOLICITATION AND OR RECOMMENDATION.
 
    (a)  NATURE OF THE RECOMMENDATION.
 
    At various times over the past few years, senior executives of Parent and
senior executives of the Company have had discussions regarding Parent's
interest in exploring a possible business combination with the Company. In
addition, from time to time in the past, representatives of the Company,
including Paul Stoffel and the late P. E. Esping, the former Chairman and Chief
Executive Officer of the Company, contacted or were contacted by third parties
and engaged in general, but limited, discussions regarding the possibility of a
material business transaction involving the Company or a substantial portion of
its assets. In some of these cases the Company entered into customary
confidentiality and nondisclosure agreements with these third parties and
provided some nonpublic information regarding the Company, its assets,
 
                                       13
<PAGE>
financial condition and prospects. None of these discussions led to a proposal
regarding the price, terms and structure of a transaction including the Shares.
 
    During the period of July and August 1996, Parent and the Company discussed
the possibility of a business combination. These discussions were terminated in
September 1996, prior to any discussions regarding price or structure.
 
    No further discussions occurred between the parties until May 1998 when Paul
Stoffel, Chairman of the Board of the Company, contacted Jeffrey A. Rich,
President and Chief Operating Officer of Parent regarding a possible meeting
between the parties. Subsequently, Messrs. Stoffel and Rich met at Parent's
offices where Messrs. Rich and Stoffel discussed the Company's business and the
possibility of entering into a business combination. At the conclusion of the
meeting, Mr. Stoffel suggested that Mr. Rich meet with Perry E. Esping, then
Chairman and Chief Executive Officer of the Company.
 
    In late May 1998, Messrs. Esping, Stoffel and Rich met at Parent's offices.
During the meeting, Mr. Esping discussed the Company's business and operations.
Although no specific terms of a business combination were discussed during this
meeting, it was agreed that Parent and the Company would enter into a
Non-Disclosure Agreement and that the Company would provide Parent with various
financial information regarding the Company.
 
    On June 15, 1998, Parent and the Company executed a Non-Disclosure
Agreement. On June 17, 1998, Mr. Stoffel, Thomas E. Kiraly, Chief Financial
Officer of the Company, and several representatives of Parent met at Parent's
offices to review and discuss the Company's business and financial information.
 
    During the period of July and August 1996, Parent and the Company discussed
the possibility of a business combination. These discussions were terminated in
September 1996 prior to any discussion regarding price or structure.
 
    Over the next few weeks, Messrs. Rich and Stoffel had various telephone
discussions regarding a possible business combination between Parent and the
Company. During these conversations. Messrs. Rich and Stoffel generally
discussed the continuing financial performance of the Company, management of the
Company and various potential structures for a transaction.
 
    On July 6, 1998, representatives of Parent met with representatives of the
Company, including several of the Company's operating managers to initiate due
diligence. On July 9, 1998, Messrs. Rich and Stoffel held a meeting at Parent's
offices at which Mr. Rich advised Mr. Stoffel that, based upon parent's initial
due diligence review, Parent was not interested pursuing a transaction with the
Company at that particular point. Thereafter, discussions between the parties
ceased.
 
    On September 21, 1998, Mr. Stoffel, then Chairmen of the Company, called Mr.
Rich to arrange a meeting. On September 24, 1998, Messrs. Stoffel, and Rich and
John H. Rexford, Senior Vice President of Parent met at Parent's offices. At the
meeting, Mr. Stoffel suggested to Messrs. Rich and Rexford that Parent should
reevaluate a potential acquisition of the Company. Mr. Stoffel briefly updated
Messrs. Rich and Rexford on the Company's business and affairs, and at that
meeting, Mr. Rich indicated that he would reevaluate the potential for a
transaction.
 
    On October 1, 1998, Messrs. Rich and Rexford contacted Mr. Stoffel and
proposed a cash purchase of $16.00 per share. Mr. Stoffel immediately rejected
this proposal and indicated that the Company would not be interested in pursuing
a transaction at that price.
 
    On October 6, 1998, at the request of the Parent, Mr. Kiraly and several
representatives of Parent met at Parent's offices to review and discuss the
financial results and business prospects of the Company. Mr. Kiraly gave
Parent's representatives an update on the financial performance of the Company,
which included a detailed discussion of the operating results of each of the
Company's divisions.
 
                                       14
<PAGE>
    On the afternoon of October 7, 1998, Mr. Rich asked to meet with Mr.
Stoffel. At a meeting that evening, Mr. Rich proposed an offer of $18.00 per
share, and later following negotiation, that offer was increased to $19.00 per
share. Mr. Stoffel then agreed to submit the proposed $19.00 per Share proposal
to the Board. The next morning, following informal discussions with the Board,
Mr. Stoffel called Mr. Rexford and indicated that the Board would support a cash
purchase price of $19.00 per share subject to the negotiation of a definitive
merger agreement.
 
    On October 9, 1998, Parent's counsel distributed a draft of the Merger
Agreement to the Company's counsel. On October 10 and 11, 1998, senior
management to the Company met with counsel to the Company and with Donaldson,
Lufkin & Jenrette Securities Corporation ("Donaldson, Lufkin & Jenrette") and
reviewed the principal provisions of the Merger Agreement.
 
    On October 12, 1998, the Board met regarding the draft Merger Agreement at a
meeting attended by counsel and senior management of the Company and by a
representative of Donaldson, Lufkin & Jenrette. At that meeting, counsel and
senior management of the Company reviewed the material provisions of the Merger
Agreement and answered questions of members of the Board with regard thereto.
Thereafter, the Board discussed a variety of issues relating to the structure of
the transaction and material features of the Merger Agreement, including
conditions of the Offer, provisions relating to the ability of the Company to
terminate the Merger Agreement in the event that a third party should make a
superior acquisition proposal, matters relating to termination fees and
reimbursement of expenses, matters relating to the timing of the proposed
transaction, the nature of the representations and warranties that the Company
would be obligated to make and covenants concerning the Company's conduct of its
business. Following this discussion, the Board gave instructions to its senior
management and counsel regarding the continuation of negotiations with the
Parent and the Purchaser.
 
    On October 12-14, 1998, meetings among the representatives of the Company
and Parent were held during which negotiations on the Merger Agreement were
conducted and additional legal and financial due diligence regarding the Company
was conducted by Parent. Negotiations with respect to the Merger Agreement
addressed, among other things, the number of Shares to be purchased in the
Offer, circumstances under which a termination fee would be payable, the amount
of the termination fee, provisions imposing restrictions on the Company's
ability to enter into a competing transaction, representations and warranties
and conditions of the Offer.
 
    After these negotiations, Parent's counsel circulated a revised draft of the
Merger Agreement on the evening of October 14, 1998, and on October 15, 1998,
the negotiation of the Merger Agreement continued.
 
    On October 15, 1998, Parent's board of directors held a special meeting to
discuss the proposed transaction. At the meeting, Parent's representatives
reviewed the status of the proposed transaction, the results of Parent's due
diligence review and the proposed terms of the Merger Agreement. At the
conclusion of the meeting, Parent's board of directors unanimously approved the
Offer, the Merger and the Merger Agreement and gave authority to Parent's
representatives to finalize negotiations of the Merger Agreement.
 
    On October 15, 1998, the Board held a special meeting and discussed the
status of the negotiations, the proposed terms of the Offer, the Merger and the
Merger Agreement and received a report from counsel and senior management of the
Company regarding the resolution of the issues previously identified to the
Board and matters as to which the Board had given instructions to counsel and
senior management. In addition, the Board authorized the retention of Donaldson,
Lufkin & Jenrette to render an opinion that the consideration to be received by
the holders of the Shares in the Offer and the Merger would be fair to such
holders from a financial point of view, and Donaldson, Lufkin & Jenrette was so
engaged on October 16, 1998. Following those discussions, the Board then
directed its representatives to finalize negotiations relating to the Offer, the
Merger and the Merger Agreement.
 
                                       15
<PAGE>
    On October 16, 1998, the parties concluded their negotiations regarding the
Merger Agreement, and over the weekend of October 17-18, 1998, finalized the
Merger Agreement and the Stock Tender Agreement.
 
    On October 18, 1998, the Board held a special meeting and discussed the
terms of the Offer, the Merger and the Merger Agreement. At this meeting,
Donaldson, Lufkin & Jenrette delivered to the Board its written opinion dated
October 18, 1998 to the effect that, based upon and subject to the assumptions
and limitations set forth therein, the consideration to be received by the
holders of the Shares in the Offer and the Merger was fair to such holders from
a financial point of view. The Board then unanimously approved the Offer, the
Merger and the Merger Agreement (subject to modifications by the appropriate
officers of the Company), and determined that the terms of the Offer, the Merger
and the Merger Agreement are fair to, and in the best interests of the
stockholders of the Company. In addition, determined to recommend that
stockholders of the Company to accept the proposed Offer and tender their Shares
pursuant to the Offer.
 
    On October 19, 1998, Parent, the Purchaser, and the Company entered into the
Merger Agreement, and Parent, the Purchaser and the Stock Tender Parties entered
into the Stock Tender Parties entered into the Stock Tender Agreement. Separate
press releases announcing the transaction were issued by Parent and the Company
before the opening of the U.S. stock markets on the morning of October 19, 1998.
 
    On October 22, 1998, Parent and the Purchaser commenced the Offer.
 
    RECOMMENDATION OF THE BOARD.  (a) The Board recommends that the Company's
stockholders accept the Offer, tender their Shares pursuant to the Offer and, if
required by applicable law, approve and adopt the Merger Agreement. In reaching
its decision to recommend acceptance of the Offer, the Board determined that the
Offer Price and the Merger Consideration are fair to the Company's stockholders
and that the Offer and the Merger are in the best interests of the Company and
its stockholders and are fair to the stockholders of the Company.
 
    (b)  REASONS FOR THE TRANSACTION.
 
    In reaching its conclusions described above, the Board asked for and
received information, made certain judgments and considered a number of factors,
including, without limitation, the following:
 
        (i) In reviewing the Offer and the Merger, the Board considered
    presentations from, and reviewed the terms and conditions of the Offer and
    the Merger with, senior executive officers of the Company, representatives
    of its legal counsel and representatives of its financial advisor,
    Donaldson, Lufkin and Jenrette;
 
        (ii) In reviewing the Offer and the Merger, the Board also considered,
    among other things, information with respect to the financial condition,
    results of operations and business of the Company, on both a historical and
    prospective basis, and current industry, economic and market conditions. The
    Board also reviewed the historical market prices, price to earnings
    multiples and recent trading patterns of the Common Stock and considered the
    market prices and financial data related to other companies engaged in
    businesses similar to some or all of the businesses of the Company and the
    prices and premiums paid, and other terms, in recent acquisition
    transactions;
 
       (iii) In connection with its deliberations, the Board considered the
    results of efforts by the Company's management and members of the Board to
    solicit other expressions of interest or proposals from third parties with
    respect to a transaction with the Company;
 
        (iv) The Board engaged Donaldson, Lufkin & Jenrette to render a fairness
    opinion in connection with the approval of the Offer and the Merger.
    Donaldson, Lufkin & Jenrette reviewed various financial and other
    information and delivered its written opinion to the Board to the effect
    that, based upon and subject to the assumptions and limitations set forth
    therein, the consideration to be received by the holders of Shares is fair
    to such holders from a financial point of view. A copy of the opinion of
    Donaldson, Lufkin & Jenrette is filed as Annex A hereto and is incorporated
    herein by reference;
 
                                       16
<PAGE>
        (v) In analyzing the consideration to be received by the Company's
    stockholders as a result of the Offer and the Merger, the Board noted that
    $19.00 per share represents a 16.9% premium over the $16.25 per share
    closing price on The Nasdaq National Market on October 16, 1998, the last
    full trading day prior to public announcement of the execution of the Merger
    Agreement, and an 18.8% premium to the average closing price on The Nasdaq
    National Market for the 20 trading days preceding the public announcement of
    the execution of the Merger Agreement; in evaluating these premiums, the
    Board noted that the Company had large cash and investment balances for
    which premiums are not normally obtained; and
 
        (vi) In reviewing the Offer and the Merger, the Board noted that the
    Merger Agreement is structured to accommodate certain unsolicited
    third-party proposals to acquire the Company and specifically permits the
    Company to provide information to and negotiate or discuss such proposals if
    the Board determines, after consultation with and the advice of the
    Company's financial advisor and legal counsel, that to provide such
    information or to engage in such negotiations or discussions are consistent
    with the fiduciary duties of the Board under applicable law; and if a
    proposal is determined to be superior to the Offer, the Board would be
    permitted to recommend its approval to the stockholders of the Company,
    (although the Company's ability to accept competing proposals is subject in
    certain cases to the obligation to pay Parent a termination fee of
    $10,000,000 plus all out-of-pocket fees and expenses incurred by the
    Purchaser and Parent in connection with the Offer and the Merger and the
    proposed consummation of the transactions contemplated in the Merger
    Agreement, not in excess of $3,000,000).
 
    Based upon the foregoing and other factors, the Board determined that the
Offer and the Merger were in the best interests of the Company and its
stockholders, and approved, by unanimous vote, the Offer, the Merger and the
Merger Agreement, and unanimously voted to recommend that stockholders of the
Company accept the Offer, tender their shares of Common Stock pursuant to the
Offer and, if required by applicable law, approve and adopt the Merger
Agreement.
 
    The foregoing discussion of the information and factors considered by the
Company's Board of Directors is not intended to be exhaustive but is intended to
include the material factors considered by the directors. In the view of the
wide variety of factors considered by the Company's Board of Directors, the
directors did not find it practical to, and did not, quantify or otherwise
assign relative weight to the specific factors considered and individual
directors may have ascribed differing weights to different factors.
 
ITEM 5.  PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
 
    Pursuant to an engagement letter dated October 16, 1998, the Company
retained Donaldson, Lufkin & Jenrette for the purpose of rendering its opinion
regarding the fairness to the holders of Shares of the consideration to be
received by such holders in the Offer and the Merger from a financial point of
view, to the Company's stockholders. Contemporaneous with the execution and
delivery of this engagement letter, the Company paid Donaldson, Lufkin &
Jenrette a retainer fee of $100,000. In addition, at the time that Donaldson,
Lufkin & Jenrette notified the Board that it was prepared to deliver its opinion
regarding the fairness to the holders of Shares of the consideration to be paid
to such holders in the Offer and the Merger from a financial point of view, the
Company became obligated to pay an additional sum of $500,000. Finally, in the
event that the Company requests an update to the opinion of Donaldson, Lufkin &
Jenrette, the Company is obligated to pay an additional $100,000 with respect to
each such update. The Company will be obligated to pay these fees to Donaldson,
Lufkin & Jenrette regardless of the conclusion reached by that firm with regard
to the fairness of the consideration to be received by the holders of Shares in
the Offer and the Merger. As a part of its engagement of Donaldson, Lufkin &
Jenrette, the Company has agreed to indemnify that firm against certain expenses
and liabilities arising in connection with their engagement, including
liabilities arising under the Federal securities laws.
 
    See Item 3(b). "Identity and Background--Potential or Actual Conflicts of
Interest--Stoffel Agreement," located at page 13 of this Statement, which
discusses obligations of the Company to pay Paul T. Stoffel a fee upon
consummation of certain transactions prior to December 31, 2000.
 
                                       17
<PAGE>
    Except as set forth above, neither the Company nor any person acting on its
behalf currently intends to employ, retain or compensate any person to make
solicitations or recommendations to the Company's stockholders.
 
ITEM 6.  RECENT TRANSACTIONS AND INTENT WITH RESPECT TO SECURITIES.
 
    (a) From time to time in the past, the Company has purchased shares of its
Common Stock in open market transactions or block trades pursuant to Regulation
M as promulgated under the Securities Exchange Act of 1934, as amended, when, in
the opinion of the Company's management, conditions exist that make such
purchases advantageous to the Company. The Company has effected a number of such
repurchases during the 60 days preceding the date hereof. Set forth below is a
table listing each such transaction.
<TABLE>
<CAPTION>
           NO. OF SHARES
  DATE      REPURCHASED     PRICE
---------  -------------  ---------
<S>        <C>            <C>
08/19/98         4,250    $  17.601
08/28/98         4,750    $  16.475
08/31/98         5,100    $  15.850
09/01/98        20,000    $  15.250
09/03/98        75,000    $  14.877
 
<CAPTION>
           NO. OF SHARES
  DATE      REPURCHASED     PRICE
---------  -------------  ---------
<S>        <C>            <C>
09/03/98         5,100    $  14.877
09/04/98         5,100    $  15.375
09/08/98         7,000    $  15.375
09/09/98         6,300    $  16.000
09/11/98         2,500    $  15.875
<CAPTION>
           NO. OF SHARES
  DATE      REPURCHASED     PRICE
---------  -------------  ---------
<S>        <C>            <C>
09/18/98         6,100    $  17.250
09/21/98       296,900    $  15.500
09/24/98         8,200    $  15.625
09/25/98         5,000    $  16.500
09/29/98         3,400    $  16.875
<CAPTION>
           NO. OF SHARES
  DATE      REPURCHASED     PRICE
---------  -------------  ---------
<S>        <C>            <C>
10/01/98         2,000    $  16.500
10/02/98         4,700    $  16.500
10/05/98         3,600    $  16.500
10/06/98         3,600    $  16.500
10/07/98         3,600    $  16.500
</TABLE>
 
    Except for the issuance of shares of Common Stock upon exercise of
outstanding options and such repurchases, no transactions in the Common Stock
have been effected during the past 60 days by the Company. To the best of the
Company's knowledge, no transactions in the Common stock have been effected by
an executive officer, director, subsidiary or affiliate of the Company other
than those described below.
 
    On the indicated dates and at the indicated prices, Jerrold L. Morrison, the
President and Chief Operating Officer of the Company, purchased in open market
transactions the following shares of Common Stock: August 25, 1998: 125 shares
at $17.00; August 26, 1998: 775 shares at $17.00; August 29, 1998: 3,000 shares
at $16.50; August 31, 1998: 600 and 700 shares at $15.75 and $17.25,
respectively; September 1, 1998: 1,000 shares at $15.00; and September 2, 1998:
1,000 shares at $15.375. On August 31, 1998, Harvey V. Braswell, President of
the Government Services Division of the Company, purchased 1,200 shares of
Common Stock at a price of $16.50 per share in an open market transaction.
 
    (b) See Item 3(b). "Identity and Background--Potential or Actual Conflicts
of Interests--Stock Tender Agreement," located at page 12 of this Statement,
which discusses the obligations of Paul T. Stoffel, individually, and Kathryn
Ayres Esping, individually and as Independent Executor of the Estate of P.E.
Esping and as a Director of the Esping Family Foundation, to tender their Shares
pursuant to the Offer. To the best of the Company's knowledge, to the extent
permitted by applicable securities laws, rules and regulations, each executive
officer, director and affiliate of the Company currently intends to tender all
shares of Common Stock over which he or she has sole dispositive power to the
Purchaser pursuant to the Offer.
 
ITEM 7.  CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT COMPANY.
 
    (a) Except as indicated above in Items 3 and 4 with respect to the Offer and
the Merger, no discussions or negotiations are being undertaken or are under way
by the Company in response to the Offer or the Merger which relate to, or would
result in, (i) an extraordinary transaction, such as a merger or reorganization,
involving the Company or any subsidiary of the Company, (ii) a purchase, sale or
transfer of a material amount of assets by the Company or any subsidiary of the
Company, (iii) a tender offer for or other acquisition of securities by, or of,
the Company, or (iv) any material change in the present capitalization or
dividend policy of the Company, other than, pursuant to the Merger Agreement,
the Company has agreed not to declare or pay any dividends on its capital stock
while the Offer is pending.
 
                                       18
<PAGE>
    (b) Except as indicated above in Items 3 and 4 hereto in connection with the
Offer and the Merger, there are no transactions, board resolutions, agreements
in principle or signed contracts in response to the Offer which would relate to
or would result in one or more of the matters referred to in this Item 7.
 
ITEM 8.  ADDITIONAL INFORMATION TO BE FURNISHED.
 
    (a) Information Statement
 
    The Information Statement attached as Annex B hereto is being furnished in
connection with the possible designation by Purchaser, pursuant to the Merger
Agreement, of certain persons to be appointed to the Company's Board other than
at a meeting of the Company's stockholders as described in Item 3(b), "Identity
and Background--The Merger Agreement--Stockholders Meeting" located at page 6 of
this Statement.
 
    (b) Section 203 of the Delaware General Corporation Law
 
    As a Delaware corporation, the Company is subject to Section 203 ("Section
203") of the Delaware General Corporation Law. Under Section 203, certain
"business combinations" between a Delaware corporation whose stock is publicly
traded or held of record by more than 2,000 stockholders and an "interested
stockholder" are prohibited for a three-year period following the date that such
a stockholder became an interested stockholder, unless (i) the corporation has
elected in its original certificate of incorporation not to be governed by
Section 203 (the Company did not make such an election), (ii) the transaction in
which the stockholder became an interested stockholder or the business
combination was approved by the Board of Directors of the corporation before the
other party to the business combination became an interested stockholder, (iii)
upon consummation of the transaction that made it an interested stockholder, the
interested stockholder owned at least 85% of the voting stock of the corporation
outstanding at the commencement of the transaction (excluding voting stock owned
by directors who are also officers or held in employee benefit plans in which
the employees do not have a confidential right to tender or vote stock held by
the plan) or (iv) the business combination was approved by the Board of
Directors of the corporation and ratified by 66 2/3% of the voting stock which
the interested stockholder did not own. The term "business combination" is
defined generally to include mergers or consolidations between a Delaware
corporation and an "interested stockholder," transactions with an "interested
stockholder" involving the assets or stock of the corporation or its
majority-owned subsidiaries and transactions which increase an "interested
stockholder's" percentage ownership of stock. The term "interested stockholder"
is defined generally as a stockholder who, together with affiliates and
associates, owns (or, within three years prior, did own) 15% or more of a
Delaware corporation's voting stock.
 
    In accordance with the Merger Agreement and Section 203, the Board approved
the Offer, the Merger and the other transactions contemplated by the Merger
Agreement and, therefore, the restrictions of Section 203 are inapplicable to
the Offer, the Merger and the related transactions.
 
    STATE TAKEOVER LAWS.  A number of states throughout the United States have
enacted takeover statutes that purport, in varying degrees, to be applicable to
attempts to acquire securities of corporations that are incorporated or have
assets, stockholders, executive offices or places of business in such states. In
Edgar v. MITE Corp., the Supreme Court of the United States held that the
Illinois Business Takeover Act, which involved state securities laws that made
the takeover of certain corporations more difficult, imposed a substantial
burden on interstate commerce and therefore was unconstitutional. In CTS Corp.
v. Dynamics Corp. of America, however, the Supreme Court of the United States
held that a state may, as a matter of corporate law and, in particular, those
laws concerning corporate governance, constitutionally disqualify a potential
acquiror from voting on the affairs of a target corporation without prior
approval of the remaining stockholders, provided that such laws were applicable
only under certain conditions.
 
                                       19
<PAGE>
    (d) Antitrust
 
    Under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended
(the "HSR Act") and the rules that have been promulgated thereunder by the
Federal Trade Commission ("FTC"), certain acquisition transactions may not be
consummated unless certain information has been furnished to the Antitrust
Division of the Department of Justice (the "Antitrust Division") and the FTC and
certain waiting period requirements have been satisfied. The acquisition of
Shares pursuant to the Offer is subject to such requirements. There may be
similar antitrust requirements in other jurisdictions.
 
    Parent has informed the Company that promptly following the commencement of
the Offer, it anticipates filing with the FTC and the Antitrust Division a
Premerger Notification and Report Form in connection with the purchase of Shares
pursuant to the Offer. The Company anticipates filing, with the same
authorities, shortly thereafter, a responsive Premerger Notification and Report
Form as required under the HSR Act of companies being acquired. Under the
provisions of the HSR Act applicable to the Offer, the purchase of Shares
pursuant to the Offer may not be consummated until the expiration of a
15-calendar day waiting period following the filing by Parent, unless both the
Antitrust Division and the FTC terminate the waiting period prior thereto. If,
within such 15-calendar day waiting period, either the Antitrust Division or the
FTC requests additional information or documentary material from Parent, the
waiting period would be extended for an additional 10 calendar days following
substantial compliance by Parent with such request. Thereafter, the waiting
period could be extended only by court order. Only one extension of such waiting
period pursuant to a request for additional information is authorized by the HSR
Act and the rules promulgated thereunder, except by court order. Any such
extension of the waiting period will not give rise to any withdrawal rights not
otherwise provided for by applicable law.
 
    The FTC and the Antitrust Division frequently scrutinize the legality under
the antitrust laws of transactions such as the proposed acquisition of Shares by
Purchaser pursuant to the Offer. At any time before or after the purchase by
Purchaser of Shares pursuant to the Offer, either of the FTC or the Antitrust
Division could take such action under the antitrust laws as it deems necessary
or desirable in the public interest, including seeking to enjoin the purchase of
Shares pursuant to the Offer or seeking the divestiture of Shares purchased by
Purchaser or the divestiture of substantial assets of Parent, its subsidiaries
or the Company. Private parties and state attorneys general may also bring legal
action under federal or state antitrust laws under certain circumstances.
 
    Based upon an examination of publicly available information, and information
provided to the Company by Parent, relating to the businesses in which Parent
and its subsidiaries are engaged, the Company has determined that the Company
and Parent both provide similar services in certain geographic areas. Although
the Company believes that the Purchaser's acquisition of Shares pursuant to the
Offer would not violate the antitrust laws, there can be no assurance that a
challenge to the Offer on antitrust grounds will not be made or, if such
challenge is made, what the outcome will be. See Item 3(b). "Certain Conditions
to the Offer" located at page 10 of this Statement.
 
                                       20
<PAGE>
ITEM 9.  MATERIAL TO BE FILED AS EXHIBITS.
 
<TABLE>
<S>        <C>
Exhibit 1  Agreement and Plan of Merger, dated October 18, 1998, among Parent, the Company
           and Purchaser** ***
 
Exhibit 2  Transitional Compensation Agreement, dated October 9, 1998 between the Company
           and Jerrold L. Morrison**
 
Exhibit 3  Transitional Compensation Agreement, dated October 9, 1998 between the Company
           and Harvey Braswell**
 
Exhibit 4  Transitional Compensation Agreement, dated October 9, 1998 between the Company
           and Thomas E. Kiraly**
 
Exhibit 5  Transitional Compensation Agreement, dated October 9, 1998 between the Company
           and Bernard J. Owens**
 
Exhibit 6  Agreement, dated October 18, 1998 between the Company and Paul T. Stoffel**
 
Exhibit 7  Stock Tender Agreement, dated October 19, 1998, by and between Parent, Purchaser
           and each of Paul T. Stoffel, individually, and Kathryn Ayres Esping,
           individually and as Independent Executor of the Estate of P.E. Esping and as
           Director of the Esping Family Foundation**
 
Exhibit 8  Letter dated October 23, 1998, to the stockholders of the Company from the Chief
           Operating Officer of the Company*
 
Exhibit 9  Opinion of Donaldson Lufkin & Jenrette dated October 18, 1998*
 
Exhibit    Press Release by the Company, dated October 19, 1998**
10
</TABLE>
 
------------------------
 
*   These documents are included in the materials mailed to stockholders
    pursuant to the Offer.
 
**  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.
 
*** 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 Securities and Exchange Commission upon request.
 
                                       21
<PAGE>
                                   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.
 
<TABLE>
<S>                             <C>  <C>
                                BRC HOLDINGS, INC.
 
                                By:           /s/ JERROLD L. MORRISON
                                     -----------------------------------------
                                                Jerrold L. Morrison
                                                PRESIDENT AND CHIEF
                                                 OPERATING OFFICER
</TABLE>
 
Date: October 23, 1998
 
                                       22
<PAGE>
                                    ANNEX A
 
         OPINION OF DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION
<PAGE>
                                     [LOGO]
 
                                          October 18, 1998
 
Board of Directors
BRC Holdings, Inc.
1111 West Mockingbird
Suite 1400
Dallas, TX 75247
 
Dear Sirs:
 
    You have requested our opinion as to the fairness from a financial point of
view to the holders of the outstanding shares of common stock, par value $0.10
per share (the "Shares"), of BRC Holdings, Inc. (the "Company") of the
consideration to be received by such stockholders pursuant to the terms of the
Agreement and Plan of Merger, to be dated as of October 19, 1998 (the
"Agreement"), by and among Affiliated Computer Services, Inc. ("Buyer"), ACS
Acquisition Corporation ("MergerCo"), a wholly-owned subsidiary of Buyer, and
the Company. Pursuant to the Agreement, MergerCo will commence a tender offer
(the "Tender Offer") for 51% of outstanding Shares at a price of $19.00 in cash
per Share (the "Offer Price"). The Tender Offer is to be followed by a merger
(the "Merger") of MergerCo with and into the Company in which the Shares not
tendered into the Tender Offer would be converted, subject to certain
exceptions, into the right to receive the Offer Price. The Tender Offer,
together with the Merger, is referred to herein as the "Transaction".
 
    In arriving at our opinion, we have reviewed the draft dated October 15,
1998 of the Agreement. We also have reviewed financial and other information
that was publicly available or furnished to us by the Company including
information provided during discussions with management and directors of the
Company. Included in the information provided during discussions with management
were certain financial projections of the Company for the period beginning
January 1, 1998 and ending December 31, 2003 prepared by the management of the
Company. In addition, we have compared certain financial and securities data of
the Company with various other companies whose securities are traded in public
markets, reviewed the historical stock prices and trading volumes of the Shares
of the Company, reviewed prices paid in certain other business combinations and
conducted such other financial studies, analyses and investigations as we deemed
appropriate for purposes of this opinion. We have been engaged by the Board of
Directors of the Company and the Company solely to render an opinion as to the
fairness from a financial point of view to the holders of Shares of the
consideration to be received by such shareholders pursuant to the Transaction.
We have not been engaged to assist in negotiating the financial or other terms
of the Transaction or to provide advice as to any particular acquisition
proposal. In addition, we were not requested to, nor did we, solicit the
interest of any other party in acquiring the Company.
 
    In rendering our opinion, we have relied upon and assumed the accuracy and
completeness of all of the financial and other information that was available to
us from public sources, that was provided to us by the Company or its
representatives, or that was otherwise reviewed by us. With respect to the
financial projections supplied to us by management of the Company, we have
assumed that they have been reasonably prepared on the basis reflecting the best
currently available estimates and judgments of the management of the Company as
to the future operating and financial performance of the Company. We
 
                                      A-1
<PAGE>
have not assumed any responsibility for making an independent evaluation of any
assets or liabilities or for making any independent verification of any of the
information reviewed by us. We have relied as to certain legal matters on advice
of counsel to the Company.
 
    Our opinion is necessarily based on economic, market, financial and other
conditions as they exist on, and on the information made available to us as of,
the date of this letter. It should be understood that, although subsequent
developments may affect this opinion, we do not have any obligation to update,
revise or reaffirm this opinion. Our opinion does not address the relative
merits of the Transaction and the other business strategies being considered by
the Company's Board of Directors, nor does it address the Board's decision to
proceed with the Transaction. This opinion is for the use and benefit of the
Board of Directors of the Company in connection with its consideration of the
Transaction. Our opinion does not constitute a recommendation to any stockholder
as to whether such stockholder should tender Shares pursuant to the Tender Offer
or how such stockholder should vote on the proposed Transaction.
 
    Donaldson, Lufkin & Jenrette Securities Corporation ("DLJ"), as part of its
investment banking services, is regularly engaged in the valuation of businesses
and securities in connection with mergers, acquisitions, underwritings, sales
and distributions of listed and unlisted securities, private placements and
valuations for corporate and other purposes. DLJ has performed investment
banking and other services for the Buyer in the past, including acting as
comanager for the Buyer's convertible debt offering in March 1998, and has been
paid customary fees for such services.
 
    Based upon the foregoing and such other factors as we deem relevant, we are
of the opinion that the consideration to be received by the holders of Shares
pursuant to the Transaction is fair to such shareholders from a financial point
of view.
 
                                          Very truly yours,
                                          DONALDSON, LUFKIN & JENRETTE
                                          SECURITIES CORPORATION
 
                                          By:          /s/ Tom C. Davis
 
                                             -----------------------------------
                                                        Tom C. Davis
                                                      MANAGING DIRECTOR
 
                                      A-2
<PAGE>
                                    ANNEX B
 
                             INFORMATION STATEMENT
<PAGE>
                               BRC HOLDINGS, INC.
                      1111 W. MOCKINGBIRD LANE, SUITE 1400
                            DALLAS, TEXAS 75247-5014
 
                            ------------------------
 
                INFORMATION STATEMENT PURSUANT TO SECTION 14(f)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                           AND RULE 14f-1 THEREUNDER
 
                             ---------------------
 
    This Information Statement (the "Information Statement") is being mailed on
or about October 23, 1998, as part of the Company's Solicitation/Recommendation
Statement on Schedule 14D-9 (the "Schedule 14D-9") to the holders of record of
shares of Common Stock at the close of business on or about October 20, 1998.
You are receiving this Information Statement in connection with the possible
appointment of persons designated by Purchaser to serve on the Company's Board
of Directors (the "Board"). The Merger Agreement provides that, at the time
Purchaser shall purchase and pay for any Shares, Purchaser shall be entitled to
designate the minimum number of directors that will constitute a majority of
total number of seats on the Board (including those seats which Purchaser
designates directors to fill). This Information Statement is required by Section
14(f) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
and Rule 14f-1 thereunder. See "Change in Board of Directors Upon Consummation
of the Offer--Right to Designate Directors; Purchaser Designees."
 
    You are urged to read this Information Statement carefully. You are not,
however, required to take any action. Capitalized terms used and not otherwise
defined herein shall have the meanings set forth in the accompanying Schedule
14D-9.
 
    Pursuant to the Merger Agreement, the Purchaser commenced the Offer on
October 23, 1998. The Offer is scheduled to expire at 12:00 midnight on November
20, 1998, unless Purchaser extends the Offer. The Offer is conditioned on, among
other things, (i) there being validly tendered and not withdrawn prior to the
expiration of the Offer a minimum of 8,704,238 shares of Common Stock
(approximately 51% of the outstanding shares of Common Stock on a fully diluted
basis) (the "Minimum Amount"), and (ii) the expiration or termination of all
applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvement Act
of 1976, as amended. The Offer is also subject to certain other terms and
conditions. Upon the expiration of the Offer, if all conditions of the Offer
have been satisfied or waived (including the tender of at least the Minimum
Amount of shares), Purchaser has agreed to purchase the Minimum Amount of shares
validly tendered pursuant to the Offer and not withdrawn. In the event that more
than the Minimum Amount of shares are validly tendered prior to the Expiration
Date and not withdrawn, the Purchaser will, upon the terms and subject to the
conditions of the Offer, accept such shares for payment on a pro rata basis,
with adjustments to avoid purchase of fractional shares, based upon the number
of shares so tendered.
 
    The information contained in this Information Statement concerning the
Purchaser has been furnished to the Company by Parent and the Purchaser, and the
Company assumes no responsibility for the accuracy or completeness of such
information.
 
                                      B-1
<PAGE>
                          CHANGE IN BOARD OF DIRECTORS
                         UPON CONSUMMATION OF THE OFFER
 
GENERAL
 
    The shares of Common Stock are the only class of voting securities of the
Company outstanding. Each share has one vote. As of October 21, 1998, the
Company had 13,720,644 shares outstanding. The number of members that
constitutes the entire Board is five members, with one position being vacant.
Each director holds office until such director's successor is duly elected and
qualified or until such director's earlier resignation or removal.
 
RIGHT TO DESIGNATE DIRECTORS; PURCHASER DESIGNEES
 
    BOARD REPRESENTATION.  The Merger Agreement provides that at the time
Purchaser shall purchase and pay for the Shares, Purchaser shall be entitled to
designate the minimum number of directors that will constitute a majority of
total number of seats on the Board (including those seats which Purchaser
designates directors to fill). The Company expects the Purchaser to exercise
this right. In furtherance thereof, the Company is obligated to either increase
the size of the Board or secure the resignations of such number of incumbent
directors, or both, as is necessary to enable the appropriate number of
Purchaser's designees to be elected or appointed to the Company's Board.
Notwithstanding the foregoing, the Company has the right under the Merger
Agreement to have at least two of its current directors remain on the Board. In
the event that the Purchaser exercises its right to name a majority of the
members of the Board, the Company intends to secure the resignations of two of
its current directors, thus retaining two positions on the Board and allowing
Purchaser to designate three directors to be elected or appointed to fill the
vacancies created by such resignations. The Company's obligation to elect or
appoint such designees to the Board is subject to Section 14(f) of the Exchange
Act. The Company is required to take all action necessary to effect such
election or appointment and to include in this Information Statement the
information required by Section 14(f) of the Exchange Act and Rule 14f-1
promulgated thereunder.
 
    PURCHASER DESIGNEES.  Information concerning the Purchaser's designees to
serve on the Board (the "Purchaser Designees") is set forth in Exhibit A hereto.
Such information was provided by the Purchaser and the Company does not assume
any responsibility for the accuracy or completeness thereof. To the best
knowledge of the Company, none of the Purchaser Designees beneficially owns any
equity securities in the Company.
 
                DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
 
DIRECTORS
 
    The names of the Company's current directors, their ages as of October 21,
1998 and certain other information about them are set forth below. As indicated
above, it is anticipated that two of the directors of the Company will be
requested to resign effective as of the consummation of the Offer. No decision
has been made as of the date hereof regarding which of the Company's directors
will be asked to resign if the Purchaser exercises its rights to designate
persons to serve as members of the Board of Directors. Directors hold office
until the next annual meeting of stockholders or until their respective
successors have been duly elected and qualified.
 
    PAUL T. STOFFEL, age 64, has been a director of the Company since March 1989
and is Chairman of the Audit Committee of the Board of Directors. Mr. Stoffel
has been Chairman of the Board of Directors of the Company since September 16,
1998. Mr. Stoffel is Chairman of Paul Stoffel Capital Corporation which engages
in various public and private investments. He is also a director of Centex
Corporation which is engaged in the residential construction and development
industry. Mr. Stoffel was Managing Director of Paine Webber, Inc., an investment
banking company, from 1979 through 1985.
 
                                      B-2
<PAGE>
    L. D. BRINKMAN, age 69, has been a director of the Company since January
1989. Mr. Brinkman serves on the Compensation Committee of the Board of
Directors. He has been Chairman of the Board, Chief Executive Officer and
President of LDB Corporation since 1970. LDB Corporation owns and franchises Mr.
Gatti's restaurants.
 
    ROBERT E. MASTERSON, age 53, has been a director of the Company since May
1995. Mr. Masterson is Chairman of Service Data Corporation and has served in
such capacity since 1991. From 1986 to 1991, Mr. Masterson was owner and
President of Masterson Properties, a real estate and investment company. He
served as a division President with American Express Company in the travel,
corporate card and information services divisions from 1984 to 1986. Prior to
that time, Mr. Masterson was President and Chief Executive Officer of First Data
Resources, Inc., a subsidiary of American Express which provides data processing
services.
 
    DAVID H. MONNICH, age 67, has been a director of the Company since January
1989, serves on the Audit Committee and is Chairman of the Compensation
Committee of the Board of Directors. Mr. Monnich is Chairman and Chief Executive
Officer of Crown Steel, Inc. and has served in such capacity since January 1996.
Mr. Monnich was President and Chief Executive Officer of DHM Corporation, a
private holding company, prior to 1996. Mr. Monnich sought protection under the
United States Bankruptcy Code on June 16, 1995 and received a discharge under
Chapter 7, thereof, on October 28, 1995.
 
EXECUTIVE OFFICERS
 
    Executive officers are elected by the Board of Directors at its annual
meeting and subject to the discretion of the Board of Directors, hold office
until its next annual meeting or until their successors have been duly elected
and qualified. The names of the Company's current executive officers, their ages
as of October 21, 1998 and certain other information about them are set forth
below.
 
    JERROLD L. MORRISON, age 43, is President and Chief Operating Officer and
has served is such capacity since January 1996. He was Executive Vice President
of the Company since February 1, 1995 and also has served as President of BRC
Health Care, Inc., a wholly owned subsidiary of the Company, from August 1995 to
June 1996. Previously he spent seven years as an executive officer of Newtrend,
L.P., a financial products and services company in Orlando, Florida serving as
President of the client server division the last two years of that period.
 
    HARVEY V. BRASWELL, age 53, has been the President of the Government
Services Division of the Company since November 1996. Upon joining the Company
in January 1996, he served as Vice President of Information Services and Senior
Vice President of Operations for the Government Services Division. From 1976 to
September 1995, Mr. Braswell held executive management positions with Electronic
Data Systems in their Government Systems and Health Care Divisions. Mr. Braswell
currently serves on the Board of Directors of the North Carolina Electronics and
Information Technologies Association, an organization comprised of executives
from technology companies located in North Carolina, which seeks to provide its
members a forum for discussing industry trends and issues.
 
    WILLIAM J. FOSICK, age 51, has been President of The Pace Group, Inc., a
wholly-owned subsidiary of the Company, since November 1997. Prior to that time,
Mr. Fosick served as a Senior Vice President of The Pace Group, Inc. from 1993
to November 1997. From 1989 to 1993 Mr. Fosick was the general manager of
managed care operations with Employer's Health Insurance, a national health
insurance provider. Mr. Fosick also currently serves as a member of the Board of
Directors of the Mayo Health Plan in Jacksonville, Florida, a health care
services provider.
 
    THOMAS E. KIRALY, age 38, has been the Company's principal financial and
accounting officer since December 1988. Mr. Kiraly has held the title of Chief
Financial Officer since March 1994. Prior to that time, he served as Vice
President of Finance. He formerly was a Senior Management Consultant with
 
                                      B-3
<PAGE>
Touche Ross & Co., a predecessor to Deloitte & Touche, a national accounting
firm, from May 1985 until December 1988.
 
    BERNARD J. OWENS, age 52, has been President of the Company's Government
Records Management division since July 1996 and has been Executive Vice
President of the Company since June 1992. He was President of the Eastern Region
from May 1989 to June 1992. He was Vice President of its Northeast Region from
1984 through May 1989.
 
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
 
    The Board of Directors has established the Audit Committee, the Compensation
Committee, and the Nominating Committee to assist the Board of Directors in
carrying out its duties.
 
    The Audit Committee's duties include engaging and discharging the Company's
independent auditors; reviewing and approving the engagement of the auditors for
audit and non-audit services; reviewing with the independent accountants the
fee, scope, and timing of the audit and non-audit services; reviewing the
completed audit with the independent accountants regarding their report, the
conduct of the audit, any accounting adjustments and recommendations for
improving internal controls, and any other significant findings during the
audit; meeting periodically with the Company's management, financial staff and
auditors to discuss internal accounting and auditing procedures; initiating and
supervising any special investigations it deems necessary; and reviewing
significant press releases concerning financial matters. The Audit Committee
consists of Messrs. Stoffel and Monnich and is chaired by Mr. Stoffel.
 
    The Compensation Committee periodically reviews the Company's compensation,
employee benefit plans, and other fringe benefits paid to or provided for
officers and directors of the Company and approves the annual salaries and
bonuses of officers of the Company and executive officers of the Company's
subsidiaries. The Compensation Committee also selects the employees to whom
options may be granted under the Company's option plans and generally
administers the option plans. The Compensation Committee consists of Messrs.
Brinkman and Monnich and is chaired by Mr. Monnich.
 
    During 1997 the Board of Directors held three meetings (excluding five
actions by unanimous consent). The Audit Committee held one meeting and the
Compensation Committee held one meeting during the year. With the exception of
Mr. Masterson with respect to his attendance at one meeting, all members of the
Board of Directors attended all of their respective board and committee meetings
during 1997.
 
                                      B-4
<PAGE>
                  BENEFICIAL OWNERSHIP OF THE COMPANY'S STOCK
 
PRINCIPAL STOCKHOLDERS
 
    The following table sets forth, as of October 21, 1998, certain information
with respect to those persons known to the Company to be the beneficial owners
of 5% or more of the outstanding shares of Common Stock of the Company.
 
<TABLE>
<CAPTION>
NAME AND ADDRESS OF                                                                                     PERCENT OF
BENEFICIAL OWNER                        NUMBER OF SHARES(1)       NATURE OF BENEFICIAL OWNERSHIP         CLASS(2)
--------------------------------------  -------------------  ----------------------------------------  -------------
<S>                                     <C>                  <C>                                       <C>
Kathryn A. Esping, ...................        2,833,032(3)   Sole voting and investment power                 20.2%
  individually and as Independent               127,858(3)   Shared voting and investment power                0.9%
  Executor for the Estate of P.E.
  Esping
  4330 Bordeaux
  Dallas, TX 75205
 
First Pacific Advisors, Inc. .........        1,388,000(4)   Shared voting and investment power               10.1%
  11400 West Olympic Blvd.,                     124,000(4)   Shared investment power                           0.9%
  Suite 1200,
  Los Angeles, CA 90064
 
Wallace R. Weitz & Co. ...............          738,800(5)   Sole voting and investment power                  5.4%
  1125 South 103rd Street,
  Suite 600,
  Omaha, NE 68124
 
Wanger Asset Management, L.P., .                711,600(6)   Shared voting and investment power                5.2%
  Wanger Asset Mgmt., Ltd.,
  227 West Monroe,
  Suite 3000,
  Chicago, IL 60606
</TABLE>
 
------------------------
 
(1) All are shares of Common Stock.
 
(2) Based on 13,720,644 shares of Common Stock outstanding on October 21, 1998
    and the number of shares, if any, as to which the named person has the right
    to acquire beneficial ownership upon the exercise of such person's options.
 
(3) According to information provided by Mrs. Esping and contained in a
    statement on Schedule 13D dated July 24, 1998 and filed with the Securities
    and Exchange Commission, Mrs. Esping, in her capacity as Independent
    Executor of the Estate of P.E. Esping, holds 2,528,516 shares of Common
    Stock. Mrs. Esping also may be deemed to be the beneficial owner of 300,000
    shares of Common Stock which are issuable upon the exercise of presently
    exercisable stock options, 4,516 shares of Common Stock in the Company
    401(k) plan and 127,858 shares held of record by the Esping Family
    Foundation of which Mrs. Esping is a Director; such shares are included in
    the figures noted in the table.
 
(4) Based upon information contained in the statement on Schedule 13G (and after
    giving effect to the 100% stock dividend of the Company effective April 6,
    1998 for record holders as of March 20, 1998 (the "April Stock Dividend"))
    dated February 11, 1993 as amended through Amendment No. 6 dated February 9,
    1998 filed with the Securities and Exchange Commission by First Pacific
    Advisors, Inc., First Pacific Advisors, Inc. is an investment advisor acting
    as record holder for institutional investors, including investment companies
    and pension funds. First Pacific Advisors, Inc. has indicated that it
    believes it shares voting and disposition authority with its clients by
    reason of the contractual arrangements it has with those parties. First
    Pacific Advisors, Inc. has advised the Company that, by
 
                                      B-5
<PAGE>
    virtue of a contract with a specific client, it has no voting authority with
    respect to 124,000 of the aggregate shares shown in the table above.
 
(5) Based upon information contained in a statement on Schedule 13G (and after
    giving effect to the April Stock Dividend) dated February 7, 1990 filed with
    the Securities and Exchange Commission by Wallace R. Weitz & Company and
    amended through Amendment No. 7 dated February 11, 1998.
 
(6) Based upon information contained on Schedule 13G (and after giving effect to
    the April Stock Dividend) dated March 5, 1998 filed with the Securities and
    Exchange Commission by Wanger Asset Management, Ltd., for itself and as
    general partner for Wanger Asset Management, L.P. ("WAM"). WAM is an
    investment company registered under the Investment Company Act of 1940. The
    shares reported have been acquired on behalf of discretionary clients of
    WAM.
 
BENEFICIAL OWNERSHIP BY EXECUTIVE OFFICES AND DIRECTORS
 
    The following table sets forth, as of October 21, 1998, certain information
with respect to the Company's shares of Common Stock beneficially owned by (i)
each of the current directors, (ii) each of the executive officers of the
Company named in the Summary Compensation Table below (excluding Mr. Esping),
and (iii) all of the executive officers and directors of the Company as a group.
 
<TABLE>
<CAPTION>
                                                                                                        PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OWNER       NUMBER OF SHARES(1)     NATURE OF BENEFICIAL OWNERSHIP        CLASS(2)
-----------------------------------------  -------------------  -------------------------------------  -------------
<S>                                        <C>                  <C>                                    <C>
L.D. Brinkman............................           54,000(3)   Sole voting and investment power               0.4%
 
Robert E. Masterson......................           24,200(4)   Sole voting and investment power               0.2%
 
David H. Monnich.........................           24,000(5)   Sole voting and investment power               0.2%
 
Paul T. Stoffel..........................          331,460(6)   Sole voting and investment power               2.4%
 
Jerrold L. Morrison......................          328,699(7)   Sole voting and investment power               2.3%
 
Bernard J. Owens.........................          151,108(8)   Sole voting and investment power               1.1%
 
William J. Fosick........................           47,128(9)   Sole voting and investment power               0.3%
 
Harvey V. Braswell.......................           41,098(10)  Sole voting and investment power               0.3%
 
All directors and officers as a group (9
  persons)...............................        1,128,993(11)  Sole voting and investment power               7.8%
</TABLE>
 
------------------------
 
 (1) All are shares of Common Stock.
 
 (2) Based on 13,720,644 shares of Common Stock outstanding on October 21, 1998
     and the number of shares, if any, as to which the named person has the
     right to acquire beneficial ownership upon the exercise of such person's
     options.
 
 (3) Represented by 30,000 shares of Common Stock which Mr. Brinkman is the
     record holder and 24,000 shares issuable under options which are presently
     exercisable. Excludes 36,000 shares subject to options that are not
     currently, nor within 60 days, exercisable, but that will become
     exercisable upon consummation of the Offer.
 
 (4) Represented by 200 shares of Common Stock for which Mr. Masterson is the
     record holder and 24,000 shares issuable under stock options which are
     presently exercisable. Excludes 36,000 shares subject to options that are
     not currently, nor within 60 days, exercisable, but that will become
     exercisable upon consummation of the Offer.
 
 (5) Represented by 24,000 shares issuable under stock options which are
     presently exercisable. Excludes 36,000 shares subject to options that are
     not currently, nor within 60 days, exercisable, but that will become
     exercisable upon consummation of the Offer.
 
                                      B-6
<PAGE>
 (6) Represented by 307,460 shares of Common Stock for which Mr. Stoffel is the
     record holder and 24,000 shares issuable under stock options which are
     presently exercisable. Excludes 36,000 shares subject to options that are
     not currently, nor within 60 days, exercisable, but that will become
     exercisable upon consummation of the Offer.
 
 (7) Represented by 9,800 shares of Common Stock for which Mr. Morrison is the
     record holder, 316,667 shares issuable under stock options which are
     presently exercisable and 2,232 shares which are held on Mr. Morrison's
     behalf by the Company 401(k) plan. Excludes 73,333 shares that are subject
     to options that are not currently, nor within 60 days, exercisable, but
     that will become exercisable upon consummation of the Offer.
 
 (8) Represented by 25,040 shares of Common Stock for which Mr. Owens is the
     record holder, 124,000 shares issuable under options which are presently
     exercisable and 2,068 shares which are held on Mr. Owens' behalf by the
     Company 401(k) plan. Excludes 90,000 shares that are subject to options
     that are not currently, nor within 60 days, exercisable, but that will
     become exercisable upon consummation of the Offer.
 
 (9) Represented by 36,728 shares of Common Stock for which Mr. Fosick is the
     record holder and 10,400 shares issuable under options which are presently
     exercisable. Excludes 55,600 shares that are subject to options that are
     not currently, nor within 60 days, exercisable, but that will become
     exercisable upon consummation of the Offer.
 
 (10) Represented by by 2,400 shares of Common Stock for which Mr. Braswell is
      the record holder, 38,335 shares issable under options which are presently
      exercisable or will become exercisable within 60 days and 363 shares which
      are held on Mr. Braswell's behalf by the Company 401(k) plan. Excludes
      111,665 shares that are subject to options that are not currently, nor
      within 60 days, exercisable, but that will become exercisable upon
      consummation of the Offer.
 
 (11) Includes 705,402 shares subject to employee stock options that are
      presently exercisable, or will become exercisable within sixty days.
 
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
 
    Section 16(a) of the Exchange Act, requires the Company's directors and
executive officers and persons who own more than 10% of the Company's Common
Stock to file with the SEC initial reports of ownership and reports of changes
in ownership of Common Stock and other equity securities of the Company.
Officers, directors, and greater than 10% stockholders are required by SEC
regulation to furnish the Company with copies of all Section 16(a) reports they
file. To the Company's knowledge, based solely on review of the copies of such
reports furnished to the Company and written representations that no other
reports were required during the fiscal year ended December 31, 1997 all Section
16(a) filing requirements applicable to its officers, directors and greater than
10% beneficial owners were complied with.
 
                           COMPENSATION OF DIRECTORS
 
    Each director who is not an officer of the Company or a subsidiary receives
an annual fee of $8,000 plus $500 for each Board of Directors or Committee
meeting attended. In addition, Committee chairmen who are not officers of the
Company or a subsidiary receive an annual fee of $1,000.
 
                                      B-7
<PAGE>
                       COMPENSATION OF EXECUTIVE OFFICERS
 
SUMMARY COMPENSATION TABLE
 
    The following table sets forth certain information regarding compensation
paid during each of the Company's last three fiscal years to the Company's
former Chief Executive Officer, each of the Company's four most highly
compensated executive officers, and one individual who would have been one of
the Company's four most highly compensated officers had there not been a change
in his status as an officer of the Company. The determination of total
compensation is based on salary, bonuses, and other cash compensation earned
during fiscal 1997.
 
                           SUMMARY COMPENSATION TABLE
 
<TABLE>
<CAPTION>
                                                                                LONG TERM COMPENSATION
                                                                          -----------------------------------
                                                                                   AWARDS
                                         ANNUAL COMPENSATION              -------------------------   PAYOUTS
                               ----------------------------------------                 SECURITIES    -------
                                                           OTHER ANNUAL   RESTRICTED    UNDERLYING     LTIP      ALL OTHER
NAME AND              FISCAL                               COMPENSATION     STOCK      OPTIONS/SARS   PAYOUTS   COMPENSATION
PRINCIPAL POSITION     YEAR    SALARY ($)   BONUS ($)(1)      ($)(5)       AWARD(S)      (#)(11)        ($)        ($)(9)
--------------------  ------   ----------   ------------   ------------   ----------   ------------   -------   ------------
<S>                   <C>      <C>          <C>            <C>            <C>          <C>            <C>       <C>
P. E. Esping(2) ....   1997     257,692            --             --          --              --         --        3,325
  Chairman and Chief   1996     250,000            --             --          --              --         --        3,150
  Executive Officer    1995     265,000            --             --          --         150,000         --        3,150
 
Morrison, Jerrold      1997     250,000(7)     75,000(8)          --          --              --         --        3,325
  L. ...............   1996     249,039            --         49,610          --          50,000         --        1,393
  President and        1995      69,308(4)     37,000          9,664          --         125,000         --          969
  Chief Operating
  Officer
 
Pace, Ray(3) .......   1997     170,289       186,299             --          --              --         --        1,425
  President, The       1996      59,916(4)         --             --          --         135,000         --           --
  Pace Group           1995          --            --             --          --              --         --           --
 
Owens, Bernard .....   1997     200,000        96,813(8)          --          --              --         --        3,325
  Executive Vice       1996     200,000       104,205(6)          --          --              --         --        3,150
  President            1995     200,000            --             --          --          25,000         --        3,150
 
Fosick,                1997     133,096       146,000             --          --              --         --        1,354
  William(3) .......   1996      49,320(4)     10,001             --          --          13,000         --           --
  President, The       1995          --            --             --          --              --         --           --
  Pace Group
 
Braswell, Harvey ...   1997     164,942(10)   102,772(8)         257          --              --         --        2,759
  President,           1996     114,462        50,000(6)      54,607          --          30,000         --        2,045
  Government           1995          --            --             --          --              --         --           --
  Services Division
</TABLE>
 
------------------------------
 
 (1) Unless otherwise noted, reflects bonus earned during the fiscal year but
     paid during the next year.
 
 (2) Mr. Esping died on June 30, 1998. Mr. Stoffel was elected Chairman of the
     Board on September 16, 1998.
 
 (3) Mr. Pace resigned from his position as President of The Pace Group on
     November 10, 1997 and has been included in the table in that he would have
     been listed as one of the Company's four most highly compensated executive
     officers for fiscal year 1997 had there not been a change in his officer
     status. Mr. Fosick succeeded Mr. Pace as President of The Pace Group on
     November 10, 1997.
 
 (4) Reflects compensation for only a portion of the fiscal year paid to the
     listed individual as measured from the date of commencement of the
     individual's employment by the Company through the end of the fiscal year.
     Mr. Morrison became employed by the Company on February 1, 1995. Mr. Pace
     and Mr. Fosick became employed by the Company on September 5, 1996.
 
 (5) Reflects compensation associated with relocation expenses.
 
 (6) With respect to Mr. Owens, of the total amount, $42,393 was paid in March
     1997 for performance during 1996, the remainder was paid during the 1996
     fiscal year. With respect to Mr. Braswell, of the total amount $25,000 was
     paid in March 1997 for performance during 1996, the remainder was paid
     during the 1996 fiscal year.
 
 (7) Effective January 1, 1998, Mr. Morrison's base salary was increased to
     $275,000 per year.
 
 (8) With respect to Mr. Owens, of the total amount, $47,312 was paid in
     February 1998 for performance during 1997, the remainder was paid during
     the 1997 fiscal year. With respect to Mr. Braswell, of the total amount
     $54,437 was paid in February 1998 for performance during 1997, the
     remainder was paid during the 1997 fiscal year. With respect to Mr.
     Morrison, of the total amount, $18,750 was paid in March 1998 for
     performance during 1997, the remainder was paid during the 1997 fiscal
     year.
 
 (9) Amounts represent Company contributions to the Company's 401(k) Plan on the
     behalf of the listed individuals.
 
                                      B-8
<PAGE>
(10) Effective March 1, 1998, Mr. Braswell's base salary was increased to
     $200,000 per year.
 
(11) Amounts give effect to the April Stock Dividend.
 
OPTION GRANTS DURING 1997 FISCAL YEAR
 
    There were no grants of stock options or stock appreciation rights during
the fiscal year ended December 31, 1997 to the named executives.
 
OPTION EXERCISES DURING 1997 FISCAL YEAR AND FISCAL YEAR END OPTION VALUES
 
    The following table provides information related to options and warrants
exercised by the named executive officers during the 1997 fiscal year and the
number and value of options held at fiscal year end. The Company does not have
any outstanding stock appreciation rights.
 
              AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
                     AND FISCAL YEAR END OPTION/SAR VALUES
 
<TABLE>
<CAPTION>
                                                                                                  VALUE OF UNEXERCISED
                                                                      NUMBER OF SECURITIES            IN-THE-MONEY
                                                                     UNDERLYING UNEXERCISED          OPTIONS/SAR'S
                                                                         OPTIONS/SAR'S             AT FISCAL YEAR-END
                                                                   AT FISCAL YEAR-END (#)(3)           ($)(2)(3)
                             SHARES ACQUIRED          VALUE        --------------------------  --------------------------
NAME                         ON EXERCISE (#)     REALIZED ($)(1)   EXERCISABLE  UNEXERCISABLE  EXERCISABLE  UNEXERCISABLE
-------------------------  -------------------  -----------------  -----------  -------------  -----------  -------------
<S>                        <C>                  <C>                <C>          <C>            <C>          <C>
P. E. Esping(4)..........          --                  --             200,000        100,000      150,000         75,000
Morrison, Jerrold L......          --                  --             199,998        150,002      441,664        283,336
Pace, Ray................          --                  --              90,000        180,000      585,000      1,170,000
Owens, Bernard...........          --                  --             107,334         16,666      395,000         12,500
Fosick, William..........          --                  --               8,668         17,332       56,344        112,660
Braswell, Harvey.........          --                  --              19,166         40,834        3,126          9,376
</TABLE>
 
------------------------
 
(1) Value is calculated based on the difference between the option exercise
    price and the closing market price of the Common Stock on the date of
    exercise multiplied by the number of shares to which the exercise relates.
 
(2) The closing price for the Company's Common Stock as reported by The Nasdaq
    Stock Market as of December 31, 1997 was $19.125 (after giving effect to the
    April Stock Dividend). Value is calculated on the basis of the difference
    between the option exercise price and $19.125 (after giving effect to the
    April Stock Dividend) multiplied by the number of shares of Common Stock
    underlying the option.
 
(3) Amounts give effect to the April Stock Dividend.
 
(4) Does not reflect acceleration of exercisability on Mr. Esping's death.
 
        CERTAIN TRANSACTIONS INVOLVING DIRECTORS AND EXECUTIVE OFFICERS
 
TRANSITION AGREEMENTS
 
    See Item 3(b). "Identity and Background--Potential or Actual Conflicts of
Interest--Transition Agreements," located on page 12 of Schedule 14D-9, for a
description of the Transition Agreement.
 
STOCK TENDER AGREEMENT
 
    See Item 3(b). "Identity and Background--Potential or Actual Conflicts of
Interest--Stock Tender Agreement," located on page 12 of Schedule 14D-9, for a
description of the Stock Tender Agreement.
 
STOFFEL AGREEMENT
 
    See Item 5. "Persons Retained, Employed or to Be Compensated," located on
page 17 of Schedule 14D-9, for a description of an the Stoffel Agreement.
 
                                      B-9
<PAGE>
                                                                       EXHIBIT A
 
                              PURCHASER DESIGNEES
 
    Set forth below are the name, current business address, present principal
occupation and employment history (covering a period of not less than five
years) of each Purchaser Designee. Unless otherwise indicated, each such
person's business address is 2828 North Haskell, Dallas, Texas 75204. All
persons listed below are citizens of the United States of America.
 
<TABLE>
<CAPTION>
                                                      PRESENT PRINCIPAL OCCUPATION AND
          NAME                                 MATERIAL POSITIONS HELD DURING PAST FIVE YEARS
------------------------  ----------------------------------------------------------------------------------------
<S>                       <C>
Jeffrey A. Rich           Mr. Rich, age 38, has served as President and Chief Operating Officer of Parent since
                          April 1995 and as a director since August 1991. Mr. Rich joined Parent in 1989 as Senior
                          Vice President and Chief Financial Officer and was named Executive Vice President in
                          1991. Mr. Rich is also the President and a director of the Purchaser. Prior to joining
                          Parent, Mr. Rich served as a Vice President of Citibank N.A. from March 1986 through
                          June 1989, and also served as an Assistant Vice President of InterFirst Bank Dallas,
                          N.A. from 1982 until March 1986.
David W. Black            Mr. Black, age 36, has served as Executive Vice President, Secretary and General Counsel
                          and as a director of Parent since May 1995. Mr. Black joined Parent in February 1995 as
                          Associate General Counsel. Mr. Black is also the Secretary and a director of the
                          Purchaser. Prior to joining Parent, Mr. Black was an attorney engaged in private
                          practice in Dallas from 1986 through January 1995.
Henry G. Hortenstine      Mr. Hortenstine, age 54, has served as Executive Vice President of Parent since March
                          1995, as Group President of ACS Technology Solutions Group since April 1998 and as a
                          director since September 1996. Mr. Hortenstine is also a director of the Purchaser.
                          Prior to that time, he served as Senior Vice President--Business Development from July
                          1993 to March 1995. Mr. Hortenstine was engaged by Parent as a consultant providing
                          various business and corporate development services from 1990 to July 1993. Prior to
                          that, he was Senior Executive Vice President of Lomas Mortgage USA, a subsidiary of
                          Lomas Financial Corporation, from 1987 to 1989.
</TABLE>
 
                                      B-10
