<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)
Outsource International, Inc.
--------------------------------------------------------------
(Name of Subject Company (Issuer) and Filing Person (Offeror))
Options To Purchase Common Stock,
Par Value $.001 Per Share, Having An Exercise Price Of $10.00 Or More
---------------------------------------------------------------------
(Title of Class of Securities)
690131 10 7
-------------------------------------
(CUSIP Number of Class of Securities)
Joseph C. Wasch
Vice President and General Counsel
1690 South Congress Avenue, Suite 210
Delray Beach, Florida 33445
(561) 454-3500
-------------------------------------
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications on Behalf of the
Person(s) Filing Statement)
COPY TO:
Donn A. Beloff, Esq.
Akerman, Senterfitt & Eidson, P.A.
350 East Las Olas Boulevard, Suite 1600
Fort Lauderdale, Florida 33301
(954) 463-2700
CALCULATION OF FILING FEE
-------------------------------------------------------------------------------
TRANSACTION VALUATION AMOUNT OF FILING FEE
-------------------------------------------------------------------------------
$130,986* $26.20
-------------------------------------------------------------------------------
* Calculated solely for purposes of determining the filing fee in
accordance with Section 13(e)(3) of the Securities Exchange Act of 1934
and Rule 0-11 thereunder. This amount assumes the cancellation of all
options for which this offer is being made.
[ ] Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, on the Form or Schedule and the date of its filing.
<PAGE> 2
Amount Previously Paid: Not Applicable Filing Party: Not Applicable
Form or Registration No.: Not Applicable Date Filed: Not Applicable
Check the appropriate boxes below to designate any transactions to
which the statement relates:
[ ] third-party tender offer subject to Rule 14d-1.
[X] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting
the results of the tender offer: 9
This Tender Offer Statement on Schedule TO relates to an offer by
Outsource International, Inc. to cancel: all outstanding options to purchase
shares of its common stock, par value $.001 per share, having an exercise price
of $10.00 or more (the "Options") for cash in the amount set forth on the cover
page of the Offer to Cancel, dated September 29, 2000 (the "Offer to Cancel"),
upon the terms and subject to the conditions set forth in the Offer to Cancel,
and the related Letter of Transmittal, copies of which are attached hereto as
Exhibits (a)(1)(i) and (a)(1)(ii), respectively.
The information in the Offer to Cancel, including all schedules
thereto, and the related Letter of Transmittal is hereby expressly incorporated
herein by reference in response to all the items of this Schedule TO, except as
otherwise set forth below.
ITEM 10. FINANCIAL STATEMENTS.
Not applicable.
ITEM 12. EXHIBITS.
(a)(1)(i) Offer to Cancel, dated September 29, 2000
(a)(1)(ii) Form of Letter of Transmittal
(a)(2) Not applicable
(a)(3) Not applicable
(a)(4) Not applicable
(a)(5) Letter to shareholders from Garry E. Meier, Chairman
and Chief Executive Officer of Outsource, dated
September 29, 2000
(b) Financing Agreement, dated as of August 15, 2000,
among Outsource International, Inc., Outsource
International of America, Inc., Outsource
Franchising, Inc., Guardian Employer East, LLC and
Guardian Employer West, LLC, as Borrowers, the other
subsidiaries of Outsource International, Inc., as
Guarantors, Ableco Finance, LLC, as agent for certain
Lenders, and the CT Group/Business Credits, Inc.
(incorporated by reference to the Quarterly Report on
Form 10-Q for the quarter ended July 2, 2000)
(d)(i) Voting Trust Agreement (incorporated by reference to
the Registration Statement on Form S-1, File No.
333-33443)
2
<PAGE> 3
(d)(ii) Agreement among Shareholders and Investors
(incorporated by reference to the Registration
Statement on Form S-1, File No. 333-33443)
(g) Not applicable
(h) Not applicable
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
Not applicable.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Schedule TO is true, complete and
correct.
Outsource International, Inc.
September 29, 2000 By: /s/ Garry E. Meier
--------------------------------------
Garry E. Meier
Chairman of the Board, Chief Executive
Officer and President
3
