SCHEDULE 13D
Amendment No. 1
Pinkerton's, Inc.
common stock
Cusip # 723429106
Filing Fee: No
Cusip # 723429106
Item 1: Reporting Person - FMR Corp. - (Tax ID: 04-2507163)
Item 4: PF
Item 6: Commonwealth of Massachusetts
Item 7: 25,600
Item 8: 8,500
Item 9: 690,100
Item 10: 8,500
Item 11: 700,600
Item 13: 8.49%
Item 14: HC
PREAMBLE
The Schedule 13D, dated July 27, 1992, filed by FMR Corp. ("FMR") with
respect to the Common Stock, $0.00 par value per share (the "Shares") of
Pinkerton's Inc., is hereby amended as set forth below. The Shares to which
it relates are owned by one account of FMR Corp. (the "FMR Account"), five
funds managed by Fidelity Management & Research Company, fourteen accounts
managed by Fidelity Management Trust Company, American Values IV (Bermuda)
Ltd., Fidelity American Special Situations Trust, Fidelity International
Limited, through its subsidiaries and affiliates, and accounts of Edward C.
Johnson 3d or his family members. A separate Schedule 13D will be filed by
Fidelity International Limited, a Bermuda Corporation, with respect to the
Shares.
Item 1. Security and Issuer.
This statement relates to shares of the Common Stock, $0.00 par value
(the "Shares") of Pinkerton's, Inc., a Delaware corporation (the "Company").
The principal executive offices of the Company are located at 6727 Odessa
Avenue, Van Nuys, California 91406.
Item 2. Identity and Background.
Item 2 is amended as follows:
This statement is being filed by FMR Corp., a Massachusetts Corporation
("FMR"). A separate Schedule 13D is being filed by Fidelity International
Limited, a Bermuda joint stock company incorporated for an unlimited duration
by private act of the Bermuda legislature ("FIL"). FMR is a holding company
one of whose principal assets is the capital stock of a wholly-owned
subsidiary, Fidelity Management & Research Company ("Fidelity"), which is also
a Massachusetts corporation. Fidelity is an investment adviser which is
registered under Section 203 of the Investment Advisers Act of 1940 and which
provides investment advisory services to more than 30 investment companies
which are registered under Section 8 of the Investment Company Act of 1940 and
serves as investment adviser to certain other funds which are generally
offered to limited groups of investors (the "Fidelity Funds"). Fidelity
Management Trust Company ("FMTC"), a wholly-owned subsidiary of FMR Corp. and
a bank as defined in Section 3(a)(6) of the Securities Exchange Act of 1934,
serves as trustee or managing agent for various private investment accounts,
primarily employee benefit plans and serves as investment adviser to certain
other funds which are generally offered to limited groups of investors (the
"Accounts"). Various directly or indirectly held subsidiaries of FMR are also
engaged in investment management, venture capital asset management, securities
brokerage, transfer and shareholder servicing and real estate development.
The principal offices of FMR, Fidelity, and FMTC are located at 82 Devonshire
Street, Boston, Massachusetts 02109.
FIL is an investment adviser which provides investment advisory and
management services to a number of non-U.S. investment companies or instrument
trusts (the "International Funds") and certain institutional investors. Prior
to June 30, 1980, FIL was a majority-owned subsidiary of Fidelity. On that
date, the shares of FIL held by Fidelity were distributed, as a dividend, to
the shareholders of FMR. FIL currently operates as an entity independent of
FMR and Fidelity. The International Funds and FIL's other clients, with the
exception of Fidelity and an affiliate of Fidelity, are non-U.S. entities.
Various foreign-based subsidiaries of FIL are also engaged in investment
management. The principal office of FIL is located at Pembroke Hall, 42 Crow
Lane, Hamilton, Bermuda.
Prior to June 30, 1980, FIL was a majority-owned subsidiary of Fidelity.
On that date, the shares of FIL held by Fidelity were distributed, as a
dividend, to the shareholders of FMR. FIL currently operates as an entity
independent of FMR and Fidelity. The International Funds and FIL's other
clients, with the exception of Fidelity and an affiliate of Fidelity, are non-
U.S. entities.
Edward C. Johnson 3d owns 34.0% of the outstanding voting common stock
of FMR. In addition, a partnership controlled by Mr. Johnson and members of
his family own shares of FIL voting stock with the right to cast approximately
47.22% of the total votes which may be cast by all holders of FIL voting
stock. Mr. Johnson 3d is Chairman of FMR Corp. and FIL. FMR Corp. and FIL
are separate and independent corporate entities. FMR Corp. and FIL are
managed independently and their boards of Directors are generally composed of
different individuals. Their investment decisions are made independently, and
clients are different organizations. The business address and principal
occupation of Mr. Johnson 3d is set forth in Schedule A hereto.
Effective July 1, 1993, Fidelity became sub-advisor to American Values
IV (Bermuda) Ltd. ("AVIV"), Fidelity American Special Situations Trust
("FASST"), and Domestic Values Fund (the "FMR Account").
AVIV is a closed end investment company established under the Companies
Act, 1981 of Bermuda, as amended. Its principal office is at Pembroke Hall,
42 Crow Lane, Hamilton, Bermuda. The investment manager of AVIV is FIL. The
FMR Account is maintained by FMR. FASST is a unit trust established and
authorized by the Department of Trade and Industry under the laws of England.
The investment advisor of FASST is Fidelity Investment Services Limited, an
English company and a subsidiary of FIL.
The Shares to which this statement relates are owned directly by five of
the Fidelity Funds, fourteen Accounts, the account of FMR, AVIV, FASST, by
Fidelity International Limited, through its subsidiaries and affiliates, and
by accounts of Edward C. Johnson 3d or his family members.
FMR and FIL are of the view that they are not acting as a "group" for
purposes of Section 13(d) under the Securities Exchange Act of 1934 (the "1934
Act") and that they are not otherwise required to attribute to each other the
"beneficial ownership" of securities "beneficially owned" by the other
corporation within the meaning of Rule 13d-3 promulgated under the 1934 Act.
Therefore, they are of the view that the Shares held by the other corporations
need not be aggregated for purposes of Section 13(d). However, FMR is making
this filing on a voluntary basis as if all of the Shares are beneficially
owned by FMR and FIL on a joint basis.
The name, residence or business address, principal occupation or
employment and citizenship of each of the executive officers and directors of
FMR are set forth in Schedule A hereto.
Within the past five years, none of the persons named in this Item 2 or
listed on Schedule A has been convicted in any criminal proceeding (excluding
traffic violations or similar misdemeanors) or has been a party to any civil
proceeding and as a result thereof was or is subject to any judgment, decree
or final order enjoining future violations of, or prohibiting or mandating
activities subject to federal or state securities laws or finding any
violations with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is amended as follows:
The FMR Account which own or owned Shares purchased in the aggregate
6,892 Shares for cash in the amount of approximately $104,238, including
brokerage commissions. The FMR Account used its own assets in making such
purchase and no part of the purchase price is represented by borrowed funds.
Proceeds from 6,892 Shares sold aggregated approximately $108,078. The
attached Schedule B sets forth Shares purchased and/or sold since May 5, 1994.
The Fidelity Funds which own or owned Shares purchased in the aggregate
789,500 Shares for cash in the amount of approximately $15,200,180, including
brokerage commissions. The Fidelity Funds used their own assets in making
such purchase and no part of the purchase price is represented by borrowed
funds. Proceeds from 125,000 Shares sold aggregated approximately $2,544,999.
The attached Schedule B sets forth Shares purchased and/or sold since May 5,
1994.
The Accounts of FMTC which own or owned Shares purchased in the
aggregate 9,600 Shares for cash in the amount of approximately $173,387,
including brokerage commissions. The Accounts used their own assets in making
such purchase and no part of the purchase price is represented by borrowed
funds.
AVIV which own or owned Shares purchased in the aggregate 27,108 Shares
for cash in the amount of approximately $409,937, including brokerage
commissions. AVIV used its own assets in making such purchase and no part of
the purchase price is represented by borrowed funds. Proceeds from 27,108
Shares sold aggregated approximately $427,810.
FASST which own or owned Shares purchased in the aggregate 35,000 Shares
for cash in the amount of approximately $804,600, including brokerage
commissions. FASST used its own assets in making such purchase and no part of
the purchase price is represented by borrowed funds. Proceeds from 35,000
Shares sold aggregated approximately $780,875.
Accounts of Edward C. Johnson 3d or his family members which own or
owned Shares purchased in the aggregate 43,900 Shares for cash in the amount
of approximately $1,609,042, including brokerage commissions. Edward C.
Johnson 3d used his own assets in making such purchase and no part of the
purchase price is represented by borrowed funds. Proceeds from 17,400 Shares
sold aggregated approximately $546,325.
Item 4. Purpose of Transaction.
The purpose of Fidelity in having the Fidelity Funds purchase Shares
(see Item 5 below) is to acquire an equity interest in the Company in pursuit
of specified investment objectives established by the Board of Trustees of the
Fidelity Funds and the pension funds.
Fidelity may continue to have the Fidelity Funds purchase Shares subject
to a number of factors, including, among others, the availability of Shares of
sale at what they consider to be reasonable prices and other investment
opportunities that may be available to the Fidelity Funds.
Fidelity intends to review continuously the equity position of the
Fidelity Funds in the Company. Depending upon future evaluations of the
business prospects of the Company and upon other developments, including, but
not limited to, general economic and business conditions and money market and
stock market conditions, Fidelity may determine to cease making additional
purchases of Shares or to increase or decrease the equity interest in the
Company by acquiring additional Shares, or by disposing of all or a portion of
the Shares.
Fidelity does not have any present plan or proposal which relates to or
would result in (i) an extraordinary corporate transaction, such as a merger,
reorganization, liquidation, or sale of transfer of a material amount of
assets involving the Company or any of its subsidiaries, (ii) any change in
the Company's present Board of Directors or management, (iii) any material
changes in the Company's present capitalization or dividend policy or any
other material change in the Company's business or corporate structure, (iv)
any change in the Company's charter or by-laws, or (v) the Company's common
stock becoming eligible for termination of its registration pursuant to
Section 12(g)(4) of the 1934 Act.
Item 5. Interest in Securities of Issuer.
Item 5 is amended as follows:
Although Item 5 assumes that FMR, Fidelity, FMTC, the FMR Account, AVIV,
FASST, and FIL, beneficially own all 700,600 Shares, reference is made to Item
2 for a disclaimer of beneficial ownership with respect to the securities
which are "beneficially owned" by the other corporations.
(a) FMR beneficially owns, through its own account ("FMR Account")
zero Shares, or approximately 0.00% of the outstanding Shares of the Company,
and through Fidelity, as investment adviser to the Fidelity Funds, 664,500
Shares, or approximately 8.05% of the outstanding Shares of the Company, and
through FMTC, the managing agent for the Accounts, 9,600 Shares, or
approximately 0.12% of the outstanding Shares of the Company. Edward C.
Johnson 3d owns, in accounts for his benefit or the benefit of an Edward C.
Johnson 3d family member, 26,500 Shares or approximately 0.32% of the
outstanding Shares of the Company. FIL beneficially owns, as investment
adviser to the International Funds, zero Shares, or approximately 0.00% of the
outstanding Shares of the Company. Neither FMR, Fidelity, FMTC, Edward C.
Johnson 3d, nor any of its affiliates nor, to the best knowledge of FMR, any
of the persons name in Schedule A hereto, beneficially owns any other Shares.
The combined holdings of FMR, Fidelity, FMTC, AVIV, the FMR Account, FASST,
Edward C. Johnson 3d, and FIL are 700,600 Shares, or approximately 8.49% of
the outstanding Shares of the Company.
(b) FMR, through is control of Fidelity, investment adviser to the
Fidelity Funds, and the Funds each has sole power to dispose of the Shares.
Neither FMR nor Mr. Johnson has the sole power to vote or direct the voting of
the 664,500 Shares owned directly by the Fidelity Funds, which power resides
with the Funds' Boards of Trustees. Fidelity carries out the voting of the
Shares under written guidelines established by the Funds' Board of Trustees.
FMR, through its control of FMTC, investment manager to the Accounts, and the
Accounts each has sole voting and dispositive power over 9,600 Shares owned by
the Accounts. Edward C. Johnson 3d has sole voting and dispositive power over
16,000 Shares, shared voting and dispositive power over 8,500 Shares, and no
voting and dispositive power over 2,000 Shares. FMR Corp. through its control
of Fidelity, and AVIV each has sole power to vote and to dispose of the zero
Shares owned by AVIV. FMR Corp., through its control of Fidelity, and the FMR
Account each has sole power to vote and to dispose of the zero Shares owned by
the FMR Account. FIL, FMR Corp., through its control of Fidelity, and FASST
each has sole power to vote and to dispose of the zero Shares held by FASST.
(c) Except as set forth in Schedule B, neither FMR, or any of its
affiliates, nor, to the best knowledge of FMR, any of the persons named in
Schedule A hereto has effected any transaction in Shares during the past sixty
(60) days.
Item 6. Contract, Arrangements, Understandings or Relationships With
Respect to Securities
of the Issuer.
Neither FMR nor any of its affiliates nor, to the best knowledge of FMR,
any of the persons named in Schedule A hereto has any joint venture, finder's
fee, or other contract or arrangement with any person with respect to any
securities of the Company.
Item 7. Material to be Filed as Exhibits.
This statement speaks as of its date, and no inference should be drawn
that no change has occurred in the facts set forth herein after the date
hereof.
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.
FMR Corp.
DATE: July 18, 1994 By: /s/Denis McCarthy
Denis McCarthy
Senior Vice President
SCHEDULE A
The name and present principal occupation or employment of each
executive officer and director of FMR Corp. are set forth below. The business
address of each person is 82 Devonshire Street, Boston, Massachusetts 02109,
and the address of the corporation or organization in which such employment is
conducted is the same as his business address. All of the persons listed
below are U.S. citizens.
POSITION WITH
PRINCIPAL
NAME FMR CORP. OCCUPATION
Edward C. Johnson 3d President, Chairman of the
Director, CEO Board and CEO, FMR
Chairman &
Mng. Director
J. Gary Burkhead Director President-Fidelity
Caleb Loring, Jr. Director, Director, FMR
Mng. Director
James C. Curvey Director, Sr. V.P., FMR
Sr. V.P.
William L. Byrnes Vice Chairman Vice Chairman, FIL
Director & Mng.
Director
Robert C. Pozen Sr. V.P. & Gen'l Sr. V.P. & Gen'l
Counsel Counsel, FMR
Mark Peterson Exec. Exec.
V.P.-Management V.P.-Management
Resources Resources, FMR
Denis McCarthy Sr. Vice Pres. - Vice Pres., Chief
Administration, Financial Officer,
Chief Financial FMR
Officer
SCHEDULE B
Pinkerton's Inc.
The FMR Account sold Shares since May 5, 1994, at the dates and at the prices
set forth below. The transactions were made for cash in open market
transactions or with other investment companies with the same or an affiliated
investment advisor.
DATE SHARES PRICE
05-25-94 1,700 $17.00
06-17-94 5,100 16.75
SCHEDULE B
Pinkerton's Inc.
One Fidelity Fund(s) sold Shares since May 5, 1994, at the dates and at the
prices set forth below. The transactions were made for cash in open market
transactions or with other investment companies with the same or an affiliated
investment advisor.
DATE SHARES PRICE
05-05-94 10,000 $17.00
05-09-94 7,500 16.25
05-10-94 7,500 16.50
