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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
Date of Report (date of earliest event reported): October 28, 1997
Commission File No. 333-29463
International Total Services, Inc.
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(Exact name of registrant as specified in its charter)
OHIO 34-1264201
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(State or other jurisdiction of (IRS Employer
incorporation or organization Identification No.)
5005 Rockside Road, Cleveland, OH 44131
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(Address of principal executive offices)
Registrant's telephone number, including area code 216-642-4522
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ITEM 2: ACQUISITION OR DISPOSITION OF ASSETS
On October 13, 1997, International Total Services, Inc. (the "Company")
completed its acquisition of the contracts and assets of ARC Security Inc./ ARC
Security Services, Inc. and Appaloosa Transport Company, Inc., ("ARC"), all of
which were Georgia corporations, from the sole shareholder of ARC.
The Acquisition was accomplished pursuant to a Plan and Agreement of Acquisition
dated as of October 13, 1997 among the Company and ARC.
ARC provided airline security, pre-board passenger screening, and pre-flight
cleaning and servicing of airplanes and airport terminals, located mainly in the
eastern and southern United States for all 12 major airlines.
Total consideration for the Acquisition consisted of the payment to the
shareholder of ARC of $8.4 million to purchase the contracts and assets and the
assumption of $195,000 in debt.
The cash consideration for the transaction was made available from the proceeds
of the Company's Initial Public Offering completed on September 24, 1997. The
acquisition will be accounted for under the purchase method of accounting for
financial reporting purposes.
The purchase price and other terms of the Acquisition Agreement were determined
through arms-length negotiations. The Company is not aware of any pre-existing
material relationships between (i) ARC or any of its shareholders, and (ii) the
Company, any of the Company's affiliates, directors and officers or any
associate of such directors and officers.
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ITEM 3: FINANCIAL STATEMENTS AND EXHIBITS
The required financial statements and exhibits and the acquisition agreement are
not included in this initial report. They will be filed no later than December
27, 1997.
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SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THE
REGISTRANT HAS DULY CAUSED THIS CURRENT REPORT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED.
INTERNATIONAL TOTAL SERVICES, INC.
By: /s/ ROBERT A. SWARTZ
ROBERT A. SWARTZ
VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
Dated: October 28, 1997
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