<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
FORM 8-K/A
AMENDMENT NO. 1
TO
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): JANUARY 1, 1997
PINKERTON'S, INC.
(Exact Name of Registrant as Specified in Charter)
DELAWARE 1-11841 13-5318100
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
15910 Ventura Boulevard, Suite 900, Encino, California 91436-2810
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (818) 380-8800
<PAGE>
Item 2. Acquisition or Disposition of Assets.
Effective on January 1, 1997, Pinkerton's, Inc. (the "Registrant")
acquired all of the capital stock of WKD Security GmbH, a German company with
its registered office in Bisingen, Germany and its principal business office in
Bisinger Berg, 72336 Bisingen, registered in the Commercial Register of
Hechingen under HRB 300 ("WKD"). The Registrant acquired the stock through a
German partnership organized for that purpose, the partners of which are German
subsidiary companies that are ultimately wholly owned by the Registrant. WKD
provides security officer services and transports cash and valuable goods and
will continue to conduct these businesses.
The Registrant paid consideration for the WKD capital stock of DM 35
million ($22.6 million). In addition, the acquisition agreement provides for
the sellers to receive a distribution from WKD of three fourths of WKD's 1996
profits. The amount of consideration was negotiated between the Registrant and
WKD's stockholders. In negotiating the consideration, the Registrant considered
projected rates of return on investment, the strategic significance of the
acquisition, the management experience of WKD personnel, the tax effects of the
transaction, and other factors. Of the DM 35 million paid by the Registrant, DM
17.5 million was from working capital and DM 17.5 million was borrowed under the
Registrant's unsecured revolving credit facility for which Citicorp USA Inc.
serves as agent.
The capital stock of WKD was acquired from its three stockholders: Ms.
Alexandra von Rohr, Dr. Alard von Rohr and the Stiftung fur Kriminalpravention -
Klaus Stullenberg - gemeinnutzige GmbH (a charitable trust or foundation).
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Business Acquired.
Financial Statements of WKD Security GmbH for the year ended
December 31, 1996
(b) Pro Forma Financial Information.
Pinkerton's, Inc. and Subsidiaries Unaudited Pro Forma Condensed
Consolidated Balance Sheet at December 27, 1996
Pinkerton's, Inc. and Subsidiaries Unaudited Pro Forma Condensed
Consolidated Statement of Earnings for the year ended
December 27, 1996
2
<PAGE>
(c) Exhibits.
The following exhibits have been filed with this report:
Exhibit
Number Description
------ -----------
2.1 Share Purchase and Assignment Agreement dated October 10, 1996
by and among WKD Pinkerton Security Services GmbH & Co. KG and
Ms. Alexandra von Rohr, Dr. Alard von Rohr and Stiftung fur
Kriminalpravention - Klaus Stullenberg - gemeinnutzige GmbH.
23.1 Consent of KPMG Deutsche Treuhand-Gesellschaft.
3
<PAGE>
Item 7(a)
Financial Statements for the year ended
December 31, 1996
WKD Security GmbH
4
<PAGE>
[LETTERHEAD OF KPMG DEUTSCHE TREUHAND-GESELLSCHAFT]
INDEPENDENT AUDITORS' REPORT
The Shareholder
WKD Security GmbH
We have audited the balance sheet of WKD Security GmbH, Bisingen, Germany, (WKD)
as of December 31, 1996 and the related statements of operations and cash flows
for the year then ended. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards
in Germany and the United States. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of WKD Security GmbH as of
December 31, 1996, and the results of its operations and its cash flows for the
year then ended, in conformity with generally accepted accounting principles in
Germany.
Generally accepted accounting principles in Germany require that comparative
figures be shown in the financial statements for the preceding fiscal year. For
the reasons described in Note 1, such comparative figures have been omitted in
the accompanying financial statements.
Generally accepted accounting principles in Germany differ in certain
significant respects from generally accepted accounting standards in the United
States. Such differences as they relate to the financial statements of WKD
Security GmbH are described in Note 5.
Frankfurt am Main, February 14, 1997
/s/ KPMG Deutsche Treuhand-Gesellschaft AG
5
<PAGE>
WKD Security GmbH, Bisingen
Balance Sheet as of December 31, 1996
Assets
<TABLE>
<CAPTION>
December 31, 1996
-----------------
DM DM
<S> <C> <C>
A. Fixed assets
I. Intangible assets 18,030.00
-----------------
II. Property, plant and equipment
-----------------------------
1. Land and buildings 829,002.00
2. Other equipment, operational and
office equipment 317,890.00
----------
1,164,922.00
B. Current assets
I. Inventories 53,112.95
-----------
II. Accounts receivable and other assets
------------------------------------
1. Trade accounts receivable 3,647,390.79
2. Other assets 327,817.93
III. Cash on hand and in banks 2,113,021.55
------------------------- ------------
6,141,343.22
C. Prepaid expenses 17,726.05
------------
7,323,991.27
============
</TABLE>
Equity and liabilities
<TABLE>
<CAPTION>
December 31, 1996
-----------------
DM DM
<S> <C> <C>
A. Equity
I. Capital subscribed 700,000.00
II. Retained earnings 1,312,728.42
------------
2,012,728.42
B. Accruals
1. Tax accruals 812,601.42
1. Other accruals 1,798,369.53
------------
2,610,970.95
C. Liabilities
1. Trade accounts payable 222,744.85
2. Other liabilities
(due after one year) 2,471,118.45
------------
2,693,863.30
D. Deferred Income 6,428.60
------------
7,323,991.27
============
</TABLE>
6
<PAGE>
WKD Security GmbH,
Bisingen
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>
1996
-----------------------------
DM DM
<S> <C> <C>
1. Sales 35,722,169.62
2. Other operating income 538,612.57
-------------
36,260,782.19
3. Personnel expenses
a) Wages and salaries 21,381,365.38
b) Social security, pension and other benefit costs 3,955,333.63
-------------
25,336,699.01
4. Cost of materials 301,551.43
5. Depreciation on intangible assets
and property, plant and equipment 237,803.84
6. Other operating expenses 3,709,960.00
-------------
29,586,014.28
-------------
6,674,767.91
7. Other interest and similar income 86,544.33
8. Interest and similar expenses 1,469.57
---------
85,074.76
------------
9. RESULT FROM ORDINARY OPERATIONS 6,759,842.67
10. Taxes on income 3,008,038.11
11. Other taxes 39,076.14
------------
12. NET INCOME 3,712,728.42
============
</TABLE>
7
<PAGE>
WKD Security GmbH, Bisingen
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>
1996
------------
DM
I. Cash flow from operating activities:
<S> <C>
Profit for the year 3,712,728.42
Depreciation 237,803.84
Changes in operating assets and liabilities:
Increase in inventories -193.85
Increase in accounts receivable, net -287,195.96
Decrease in other current assets 188,101.31
Decrease in prepaids 8,950.22
Decrease in accrued tax expenses -174,928.89
Increase in accrued expenses 402,948.05
Decrease in accounts payable -697,729.14
Payment of obligations due to shareholders -287,106.20
Decrease in other liabilities -139,236.37
Increase in deferred income 6,428.60
------------
Net cash provided by operating activities 2,970,570.03
------------
II. Cash flow from investing activities
Additions to property, plant and equipment -110,954.04
Additions to intangible assets -20,064.80
Proceeds from disposal of property, plant and equipment 826.00
------------
Net cash used in investing activities -130,192.84
-----------
III. Cash flow from financing activities
Dividend payments to shareholders for fiscal year 1995 -2,756,309.97
Interim dividend for fiscal year 1996 -2,400,000.00
-------------
Net cash used in financing activities -5,156,309.97
-------------
Net change in cash and cash equivalents -2,315,932.78
Cash and cash equivalents at beginning of period 4,428,954.33
-------------
Cash and cash equivalents at end of period 2,113,021.55
=============
</TABLE>
8
<PAGE>
WKD Security GmbH, Bisingen
Notes to the Accounts
for the year ended December 31, 1996
1. Accounting and valuation principles
-----------------------------------
The financial statements for the year ended December 31, 1996 have been
prepared in accordance with the provisions of the German Commercial Code
(HGB) and the Law on Limited Liability Companies (GmbHG).
According to HGB Paragraph 265(2), comparative figures for the preceding
fiscal year are to be included in the financial statements. However, since
these financial statements have been prepared for the purpose of a filing
with the United States Securities and Exchange Commission (SEC), and the
applicable SEC rules require only that financial statements for the year
ended December 31, 1996 be presented, comparative figures for the preceding
fiscal year have been omitted.
The profit and loss account has been prepared under application of the total
cost procedure.
The accounting and valuation methods have been applied consistent with the
prior year's principles and subject to the general commercial regulations of
(S)(S)252 - 256 HGB as well as the special regulations for corporations
according to (S)(S)279 - 283 HGB.
Foreign currency invoices are valued at the exchange rate on the day
of payment.
Individual balance sheet items are explained hereunder:
Intangible assets are recorded at their acquisition cost, less
-----------------
amortization.
Property, plant and equipment are valued at acquisition or
-----------------------------
manufacturing cost, net of depreciation. For assets acquired during the first
half of the fiscal year, a full year's depreciation expense is recorded; for
acquisitions in the second half of the year, a half year's depreciation is
provided. Minor value assets are expensed when acquired.
Inventories are recorded at aquisition cost.
-----------
Other assets are valued at the nominal value.
------------
Other accruals are shown at the amount necessary according to
--------------
reasonable business judgement and in compliance with the principle of
prudence.
9
<PAGE>
Liabilities are recorded at their redemption amount.
-----------
2. Further details to the balance sheet and the profit and loss account
--------------------------------------------------------------------
Details of intangible assets and property, plant and equipment are
----------------- -----------------------------
given in the attached fixed asset summary.
10
<PAGE>
FIXED ASSET SUMMARY
<TABLE>
<CAPTION>
Acquisition costs
-----------------
Jan. 1, 1996 Additions Disposals Dec. 31, 1996
------------ --------- --------- -------------
DM DM DM DM
<S> <C> <C> <C> <C>
Software 107,428.90 20,064.80 0.00 127,493.70
Property, plant and equipment
Land and buildings 1,364,013.51 0.00 0.00 1,364,013.51
Machinery and office equipment 2,316,011.77 110,954.04 243,784.00 2,183,181.81
------------ ---------- ---------- ------------
3,680,025.28 110,954.04 243,784.00 3,547,195.32
------------ ---------- ---------- ------------
3,787,454.18 131,018.84 243,784.00 3,674,689.02
============ ========== ========== ============
</TABLE>
<TABLE>
<CAPTION>
Depreciation and amortization
-----------------------------
Jan. 1, 1996 Additions Disposals Dec. 31, 1996
------------ --------- --------- -------------
DM DM DM DM
<S> <C> <C> <C> <C>
Software 106,553.90 2,909.80 0.00 109,463.70
---------- ---------- ---------- ------------
Property, plant and equipment
Land and buildings 441,783.51 93,228.00 0.00 535,011.51
Machinery and office equipment 1,966,583.77 141,666.04 242,958.00 1,865,291.81
------------ ---------- ---------- ------------
2,408,367.28 234,894.04 242,958.00 2,400,303.32
------------ ---------- ---------- ------------
2,514,921.18 237,803.84 242,958.00 2,509,767.02
============ ========== ========== ============
</TABLE>
<TABLE>
<CAPTION>
Book value
----------
Dec. 31, 1996 Dec. 31, 1995
------------- -------------
DM DM
<S> <C> <C>
Software 18,030.00 875.00
------------ ------------
Property, plant and equipment
Land and buildings 829,002.00 922,230.00
Machinery and office equipment 317,890.00 349,428.00
------------ ------------
1,146,892.00 1,271,658.00
------------ ------------
1,164,922.00 1,272,533.00
============ ============
</TABLE>
11
<PAGE>
Retained earnings are made up as follows:
<TABLE>
<CAPTION>
DM
-------------
<S> <C>
Net income for 1996 3,712,728.42
Retained earnings at the beginning of
the fiscal year 2,756,309.97
Dividend payments for fiscal year 1995 -2,756,309.97
Advance dividend for fiscal year 1996 -2,400,000.00
-------------
Retained earnings as of December 31, 1996 1,312,728.42
=============
</TABLE>
Other accruals include mainly accruals for contributions to the
--------------
workmen's compensation board (KDM 578), for vacation (KDM 535), bonus
(KDM 307), and insurance premiums for money transport (KDM 219).
All liabilities are due within one year.
-----------
A breakdown of revenues according to the lines of business follows:
<TABLE>
<CAPTION>
Line of business DM `000
- ---------------- -------
<S> <C>
Security guard 21.108
Money and valuables transport 7.521
Patrol 6.208
Alarms 794
Security consulting 91
------
35.722
======
</TABLE>
Other operating income includes income relating to prior accounting
----------------------
periods resulting mainly from a release of accruals (KDM 172) and release of
the general bad debt provision (KDM 58).
12
<PAGE>
3. Other financial liabilities according to (S)285 No. 3 HGB
---------------------------------------------------------
At the balance sheet date, other financial obligations amount to KDM
---------------------------
1,782.
4. Other obligatory disclosures
----------------------------
During 1996 the Company employed on average 708 staff members, of
which 35 were salaried employees.
The sole representing managing director of the Company was:
Mr. Klaus Stullenberg, Geldern.
Proposed distribution of earnings
In a shareholders' resolution an advanced distribution of earnings amounting
to DM 2,400,000.00 was approved. The shareholders' resolution as well as the
proposed distribution of profit were considered for the corporation income
tax accrual for 1996. The income tax accrual was calculated under the
assumption of a full profit distribution.
5. Significant differences between German statutory accounts and US GAAP
---------------------------------------------------------------------
Under German statutory accounting rules, the criteria for the determination
of capital leases differ significantly from the criteria applied under
generally accepted accounting pricnciples in the United States (US GAAP). As
a result, under US GAAP, certain of the leased vehicles of the company would
be shown as capital leases in the balance sheet. In the German statutory
books, rent expense, rather than depreciation and interest expense, is
recognized in each accounting period for these leases, since the leased
property is not recorded as an asset and the related financing is not
recorded as a liability of the lessee.
Except for the above, there are no departures from US GAAP in the German
statutory accounts which would have a material effect on either net income or
equity.
Under US GAAP the classification of amounts in the statement of operations
and balance sheet would be different than as reported in the German statutory
accounts.
13
<PAGE>
Item 7(b)
Pinkerton's, Inc. and Subsidiaries
Unaudited Pro Forma Condensed Consolidated
Financial Statements
The unaudited pro forma condensed consolidated balance sheet as of December 27,
1996 assumes that the acquisition of all of the capital stock of WKD Security
GmbH ("WKD") had occurred on December 27, 1996 and accordingly is reflected in
the financial position of Pinkerton's, Inc. ("Pinkerton") as of December 27,
1996.
The unaudited pro forma condensed consolidated statement of earnings for the
year ended December 27, 1996 present the results of operations of Pinkerton
assuming the WKD acquisition had been consummated as of the beginning of the
period presented.
The unaudited pro forma condensed financial statements have been prepared by
Pinkerton and all calculations have been made upon assumptions deemed
appropriate. The unaudited pro forma condensed financial statements were
prepared using the accounting policies of both Pinkerton and WKD. The
preliminary allocations of the purchase price, which will be subject to further
adjustments as Pinkerton finalizes the allocation of the purchase price in
accordance with generally accepted accounting principles, are included in the
unaudited pro forma condensed financial statements.
The unaudited pro forma financial information does not purport to be indicative
of the results of operations or the financial position which would have actually
been obtained if the acquisition had been consummated on the dates indicated.
In addition, the unaudited pro forma financial information does not purport to
be indicative of results of operations or financial position which may be
achieved in the future.
The unaudited pro forma financial information should be read in conjunction with
Pinkerton's consolidated financial statements and notes thereto contained in the
1996 Annual Report to Stockholders and incorporated by reference in the Annual
Report on Form 10-K for the fiscal year ended December 27, 1996.
14
<PAGE>
PINKERTON'S, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
DECEMBER 27, 1996
(IN THOUSANDS)
<TABLE>
<CAPTION>
UNAUDITED
PINKERTON'S, INC. WKD SECURITY GMBH (1) ACQUISITION PRO FORMA
DECEMBER 27, 1996 DECEMBER 31, 1996 ADJUSTMENTS AMOUNT
----------------- ----------------- ----------- ---------
Assets
<S> <C> <C> <C> <C>
Current assets:
Cash and cash equivalents $ 33,761 $1,363 ($22,600)(4) $ 12,524
Investment in marketable securities 8,460 - - 8,460
Accounts receivable, net 134,483 2,353 - 136,836
Inventory 3,799 34 - 3,833
Prepaid expenses and taxes 11,566 12 - 11,578
Deferred income taxes 7,121 - - 7,121
--------------------------------------------------------------------------
Total current assets 199,190 3,762 (22,600) 180,352
--------------------------------------------------------------------------
Equipment and leasehold
improvements, net 14,977 752 (208)(2) 15,521
Other assets:
Intangible assets, net 57,311 - 22,118(3) 79,429
Deferred income taxes 23,467 - - 23,467
Other 20,336 211 (270)(5) 20,277
--------------------------------------------------------------------------
Total other assets 101,114 211 21,848 123,173
--------------------------------------------------------------------------
Total assets $315,281 $4,725 ($960) 319,046
==========================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 9,790 $ 144 90(7) 10,024
Accrued liabilities 76,366 3,283 248(13) 79,897
Current maturities of long-term - - -
debt 8,575 - - 8,575
--------------------------------------------------------------------------
Total current liabilities 94,731 3,427 338 98,496
--------------------------------------------------------------------------
Accrued retirement benefits and other
non-current liabilities 52,856 - - 52,856
Long-term debt, less current maturities 37,313 - - 37,313
Stockholders' equity:
Capital stock 8 451 (451)(6) 8
Additional paid-in capital 74,887 - - 74,887
Other adjustments (5,441) - - (5,441)
Retained earnings 60,927 847 (847)(6) 60,927
--------------------------------------------------------------------------
Total stockholders' equity 130,381 1,298 (1,298) 130,381
--------------------------------------------------------------------------
Total liabilities and stockholders' $315,281 $4,725 ($960) $319,046
equity
==========================================================================
</TABLE>
See accompanying Notes to Unaudited Pro Forma Condensed Consolidated
Financial Statements
15
<PAGE>
PINKERTON'S, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF EARNINGS
DECEMBER 27, 1996
(in thousands)
<TABLE>
<CAPTION>
PINKERTON'S, INC. UNAUDITED
FOR THE YEAR ENDED WKD SECURITY GMBH (8) ACQUISITION PRO FORMA
DECEMBER 27, 1996 DECEMBER 31, 1996 ADJUSTMENTS AMOUNT
----------------- ----------------- ----------- ------
<S> <C> <C> <C> <C>
Service revenues $906,247 $23,758 - $930,005
Cost of services 791,877 18,275 (44)(9) 810,108
-------------------------------------------------------------------------
Gross profit 114,370 5,483 44 119,897
Operating expenses 81,256 1,069 - 82,325
Amortization of intangible assets 9,335 - 1,475 (10) 10,810
-------------------------------------------------------------------------
Operating profit 23,779 4,414 (1,431) 26,762
Other (income) deductions:
Interest income (2,393) (58) - (2,451)
Interest expense 4,646 - 928 (11) 5,574
Other (1,962) - - (1,962)
-------------------------------------------------------------------------
291 (58) 928 1,161
-------------------------------------------------------------------------
Income before taxes 23,488 4,472 (2,359) 25,601
Provision for taxes 11,038 2,000 (1,700)(12) 11,338
-------------------------------------------------------------------------
Net income $ 12,450 $ 2,472 $ (659) 14,263
=========================================================================
New income per common share $1.46 - - $1.67
=========================================================================
Weighted average common shares and
common share equivalents
outstanding 8,531 - - 8,531
=========================================================================
</TABLE>
See accompanying Notes to Unaudited Pro Forma Condensed Consolidated Financial
Statements
16
<PAGE>
PINKERTON'S, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS)
(1) Condensed from the audited balance sheet of the WKD Security GmbH ("WKD")
Financial Statements for the year ended December 31, 1996 and translated
from German Deutsche Marks into U.S. dollars at the year end exchange rate.
(2) To record the estimated decrease to fair market value of the property and
equipment owned by WKD.
(3) Represents estimated goodwill from acquisition.
(4) Represents the purchase price of $22,600 (DM35,000) consisting of $11,600
(DM18,000) borrowed in December 1996 under the Company's revolving line of
credit with the balance of the acquisition price, or $11.0 million, being
paid from the Company's general funds.
(5) Represents the reclassification of WKD acquisition costs incurred by
Pinkerton from other assets to intangible assets.
(6) Represents the elimination of the net worth of WKD.
(7) Represents estimated additional acquisition related fees and expenses
incurred by Pinkerton.
(8) Condensed from the audited statement of operations of WKD for the fiscal
year ended December 31, 1996 and translated from German Deutsche Marks
using the applicable average exchange rates for fiscal 1996.
(9) Reduction in depreciation expense on revalued property and equipment.
(10) Represents the amortization of goodwill generated by the acquisition on a
straight line basis over 15 years.
(11) Represents additional interest expense attributable to the bank debt used
to finance a portion of the acquisition cost.
(12) Recognizes pro forma tax adjustments, calculated using statutory rates for
the applicable period, resulting from pro forma acquisition adjustments and
the utilization of 1996 losses from other operations in Germany.
(13) In accordance with normal practice and pursuant to the purchase agreement,
an advance distribution of 1996 earnings in the amount of $1,548 (DM 2,400)
was made to the WKD shareholders in October 1996. The remaining balance of
the authorized 1996 dividend to the WKD shareholders was accrued as an
acquisition adjustment.
17
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PINKERTON'S, INC.
Date: March 14, 1997 By: /s/ Denis R. Brown
-------------------------------
Denis R. Brown
President and
Chief Executive Officer
18
<PAGE>
EXHIBIT INDEX
2.1 Share Purchase and Assignment Agreement dated October 10, 1996 by
and among WKD Pinkerton Security Services GmbH & Co. KG and Ms.
Alexandra von Rohr, Dr. Alard von Rohr and Stiftung fur
Kriminalpravention -Klaus Stullenberg - gemeinnutzige GmbH.*
23.1 Consent of KPMG Deutsche Treuhand-Gesellschaft.
___________
* Previously filed.
19
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Pinkerton's, Inc.:
We consent to the use of our report dated February 14, 1997 with respect to the
balance sheet of WKD Security GmbH as of December 31, 1996 and the related
statements of operations and cash flows for the year then ended included herein
and to the incorporation by reference of such report in the Registration
Statements on Form S-8 No. 33-68492, No. 33-41795, No. 33-36200 and No. 33-93902
of Pinkerton's, Inc.
/s/KPMG Deutsche Treuhand-Gesellschaft AG
Frankfurt/Main, Germany
March 14, 1997
