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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
and
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
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PINKERTON'S, INC.
(Name of Subject Company)
SECURITAS AB
SECURITAS ACQUISITION CORP.
(Bidders)
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Common Stock, Par Value $0.001 Per Share (and Associated Purchase Rights)
(Title of Class of Securities)
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723429 10 6
(CUSIP Number of Class of Securities)
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Mr. Thomas Berglund
Securitas AB
Securitas Acquisition Corp.
70 Lindhagensplan, P.O. Box 12307
S-102 28 Stockholm, Sweden
Telephone: 46 8 657 74 00
(Name, Address and Telephone Number of Person
authorized to Receive Notices and Communications
on Behalf of the Bidder)
With a copy to:
Steven J. Gartner, Esq.
Willkie Farr & Gallagher
787 Seventh Avenue
New York, New York 10019-6099
Telephone: (212) 728-8000
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This Amendment No. 2 amends and supplements the Tender Offer Statement
on Schedule 14D-1 (as amended, the "Statement") filed with the Securities and
Exchange Commission on February 26, 1999 by Securitas AB, a Swedish corporation
("Securitas"), and Securitas Acquisition Corp., a Delaware corporation and an
indirect wholly owned subsidiary of Securitas ("Purchaser"), and amended by
Amendment No. 1 filed on March 11, 1999. The Statement relates to the offer by
Purchaser to purchase all of the outstanding shares of common stock, par value
$0.001 per share (the "Company Common Stock"), including the associated rights
to purchase Series A Junior Participating Preferred Stock (the "Rights" and,
together with the Company Common Stock, the "Shares"), of Pinkerton's, Inc., a
Delaware corporation, at $29.00 per Share, net to the seller in cash, without
interest, upon the terms and subject to the conditions set forth in the Offer to
Purchase, dated February 26, 1999 (as amended or supplemented, the "Offer to
Purchase"), a copy of which is attached to the Statement as Exhibit (a)(1), and
in the related Letter of Transmittal, a copy of which is attached to the
Statement as Exhibit (a)(2) (which, as amended or supplemented from time to
time, together constitute the "Offer").
The Statement is also a Statement on Schedule 13D of Securitas
and Purchaser. This Amendment No. 2 also constitutes Amendment No. 2 to
such Schedule 13D.
Unless otherwise indicated herein, each capitalized term used but not
defined herein shall have the meaning assigned to such term in the Offer to
Purchase.
ITEM 10. ADDITIONAL INFORMATION.
(b) The information set forth in Item 10(b) of the Statement is hereby
amended by deleting the first sentence under the caption "Section 14-Conditions
to the Offer" in the Offer to Purchase through immediately prior to clause (a)
of such sentence and replacing it with the following:
"Notwithstanding any other provision of the Offer, Purchaser
will not be required to accept for payment or, subject to any
applicable rules and regulations of the SEC, including Rule 14e-1(c)
promulgated under the Exchange Act (relating to Purchaser's obligation
to pay for or return tendered Shares promptly after termination or
withdrawal of the Offer), pay for, and (subject to any such rules or
regulations) may delay the acceptance for payment of any tendered
Shares and (except as provided in the Merger Agreement) amend or
terminate the Offer as to any Shares not then paid for if (i) the
Minimum Condition shall not have been satisfied prior to the Expiration
Date, (ii) any applicable waiting period under the HSR Act shall not
have expired or been terminated prior to the expiration of the Offer or
all approvals of and consents to the Merger Agreement, the Stock Option
Agreement and the Stockholders Agreement and the transactions
contemplated thereby that are required under applicable foreign
antitrust or competition laws shall not have been obtained prior to the
expiration of the Offer or be in full force and effect at such
expiration or (iii) at any time after the date of the Merger Agreement
and before the Expiration Date, any of the following conditions
exists:"
(f) The information set forth in Item 10(f) of the Statement is hereby
amended by deleting in its entirety from the Offer to Purchase the fifth
sentence of the second paragraph under
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the caption "Section 8-Certain Information Concerning the
Company-Certain Company Projections" and replacing it with the following:
"None of Securitas, Purchaser or any of their respective
representatives assumes any responsibility for the validity,
reasonableness, or completeness of the projected financial information,
and the Company has made no representation to Securitas or Purchaser
regarding such information."
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SIGNATURE
After due inquiry and to the best of its knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: March 18, 1999
SECURITAS ACQUISITION CORP.
By: /s/ Hakan Winberg
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Name: Hakan Winberg
Title: Vice President
SECURITAS AB
By: /s/ Hakan Winberg
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Name: Hakan Winberg
Title: Executive Vice President and
Chief Financial Officer
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