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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): March 26, 1999
PINKERTON'S, INC.
(Exact Name of Registrant as Specified in Charter)
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<S> <C> <C>
Delaware 1-11841 13-5318100
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No)
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4330 Park Terrace Drive
Westlake Village, California 91361
(Address of Principal Executive (Zip Code)
Offices)
Registrant's telephone number, including area code: (818) 706-6800
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(Former Name or Former Address, if Changed Since Last Report)
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Item 1. Changes in Control of Registrant
On March 26, 1999, Securitas AB, a corporation organized under the laws of
Sweden ("Securitas"), announced that Securitas Acquisition Corp., a Delaware
corporation and a wholly owned subsidiary of Securitas ("Purchaser"), had
completed its previously announced tender offer (the "Offer") for all of the
issued and 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 (together with the Company Common Stock,
the "Shares"), of Pinkerton's, Inc., a Delaware corporation (the "Company"), at
a purchase price of $29.00 per Share, net to seller in cash, without interest.
The Offer was made pursuant to an Agreement and Plan of Merger, dated as of
February 19, 1999, by and among the Company, Securitas and Purchaser (the
"Merger Agreement"). On 12:00 Midnight, New York City time, on Thursday, March
25, 1999, the Offer expired. As of the expiration of the Offer and based on a
preliminary count, 12,157,501 Shares, representing approximately 99.3% of the
outstanding Shares, had been validly tendered and not withdrawn pursuant to the
Offer (including 99,305 Shares tendered by means of guaranteed delivery).
Purchaser has accepted for payment and has notified the Depositary to promptly
pay for the tendered and accepted Shares, in accordance with the Offer.
In addition, Section 1.3 of the Merger Agreement provides that upon the
purchase by Purchaser of any Shares pursuant to the Offer, Securitas is entitled
to designate such number of directors, rounded up to the next whole number, on
the Board of Directors of the Company (the "Board") as will give Securitas
representation on the Board equal to at least that number of directors which
equals the product of the total number of directors on the Board multiplied by
the percentage that the aggregate number of Shares beneficially owned by
Securitas or any of its affiliate bears to the number of Shares outstanding.
Following the consummation of the Offer, the following directors of the Company
resigned as a member of the Board: Peter H. Dailey, Gerald D. Murphy, J. Kevin
Murphy, Thomas W. Wathen and William H. Webster. Pursuant to Section 1.3 of the
Merger Agreement, Securitas designated the following individuals to fill the
vacancies on the Board resulting from the resignations of Messrs. Dailey, G.
Murphy, J. Murphy, Wathen and Webster:
Hans Olof Gluckman Bengtsson (designated as a Class II director);
Thomas F. Berglund (designated as a Class III director);
Amund Skarholt (designated as Class I director);
Mats Uebel (designated as Class I director); and
Hakan Winberg (designated as Class I director).
On March 31, 1999, pursuant to the Merger Agreement, Purchaser merged with
and into the Company, with the Company surviving as a wholly owned subsidiary of
Securitas (the "Merger"). The approval of the holders of the Shares was not
required to effect the Merger pursuant to the applicable provisions of the
Delaware General Corporation Law. The Shares issued and outstanding immediately
prior to the effective time of the Merger and not otherwise acquired pursuant to
the Offer were converted, subject to any appraisal rights, into the right to
receive $29.00 per Share, net to seller in cash, without interest.
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The preceding is qualified by reference to the Merger Agreement, which has
been filed as an exhibit hereto and incorporated herein by reference.
Following the consummation of the Merger, the Board, being the former board
of directors of Purchaser, approved by unanimous written consent to increase the
number of directors permitted on the Board from two to nine and elected the
following individuals to fill the vacancies resulting from the increase in the
number of directors:
Hans Olof Bengtsson;
Denis R. Brown;
C. Michael Carter;
James P. McCloskey;
Amund Skarholt;
Mats Uebel; and
Don W. Walker.
Furthermore, the Company had been informed that financing for the Offer was
provided through multicurrency revolving credit loans (each, a "Loan") pursuant
to a $440 million unsecured revolving credit facility provided by Deutsche Bank
AG, as Arranger (the "Arranger"), Deutsche Bank Luxemborg S.A., as Facility
Agent (the "Facility Agent"), and the financial institutions party thereto (the
"Banks"). Pursuant to a Loan Agreement, dated February 18, 1999, among
Securitas, the Arranger, the Facility Agent and the Banks (the "Loan
Agreement"), the Banks have committed to grant to Securitas a multicurrency
revolving credit facility under which the Banks will make loans in Dollars,
Euros or Optional Currencies (as such terms are defined in the Loan Agreement)
up to an aggregate amount not to exceed $440 million. The rate of interest on
each Loan for its Interest Period (as defined below) is the rate per annum
determined by the Facility Agent to be the aggregate of (i) .30% per annum and
(ii) the applicable LIBOR, or, in the case of a Loan in Euros, EURO-LIBOR, or,
in the case of a Loan in SEK, STIBOR. Securitas will repay each Loan in full on
the last day of its Interest Period. "Interest Period'' means (as selected by
Securitas) one, two or three months or such other period as may be agreed upon
between Securitas and the Banks for a Loan, subject to certain adjustments.
Unless the Facility Agent otherwise agrees, no more that eight Interest Periods
of one month's duration may be selected in any calendar year. The Loans mature
nine months from the date of the Loan Agreement, subject to an extension which
can be exercised by Securitas, of up to two years. The Loan Agreement provides
that the borrowings thereunder are subject to certain conditions precedent and
provides for customary representations and warranties. The preceding is
qualified in its entirety by the full text of the Loan Agreement, which was
included as an exhibit to Securitas' and Purchaser's Schedule 14D-1 filed with
the Securities and Exchange Commission (the "SEC") on February 26, 1999.
Additional information regarding the Offer and the Merger is included in
the Company's Solicitation/Recommendation Statement on Schedule 14D-9 which was
filed with the SEC on February 26, 1999 and provided to the Company's
stockholders.
A copy of the press release of Securitas announcing the consummation of the
Offer is attached hereto as an exhibit and is incorporated herein by reference.
Item 5. Other Events.
The Company intends to exercise its prepayment option (subject to a
prepayment penalty) and redeem all of the outstanding 10.35% Senior Notes due
June 15, 2000 (the "Notes"), in accordance with the terms of the Note Purchase
Agreement (the "Note Purchase Agreement"), dated June 14, 1990, between the
Company and each of the purchasers party thereto. The current aggregate
principal amount of the Notes outstanding is approximately $17.2 million. The
Company intends to obtain the funds for the redemption by way of (i) a direct
financing from Securitas, (ii) a drawdown from the Company's current credit
facility pursuant to the Company's Revolving Credit Agreement entered into with
Citicorp, USA, Inc., as Agent, or (iii) a combination of both. The Company will
give notice of its optional prepayment to each noteholder within the time period
set forth in the Note Purchase Agreement.
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Item 7. Exhibits.
Exhibit No. Description
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99.1 Agreement and Plan of Merger, dated as of February 19, 1999,
by and among the Company, Securitas and Purchaser.*
99.2 Press Release issued by Securitas, dated March 26, 1999.
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* Filed as Exhibit (c)(1) to the Schedule 14D-1 filed by Securitas and Purchaser
on February 26, 1999 and incorporated herein by reference.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
PINKERTON'S, INC.
Date: April 13, 1999 By: /s/ C. Michael Carter
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Name: C. Michael Carter
Title: Executive Vice President,
General Counsel and
Corporate Secretary
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EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
99.1 Agreement and Plan of Merger, dated as of February 19, 1999,
by and among the Company, Securitas and Purchaser.*
99.2 Press Release issued by Securitas, dated March 26, 1999.
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* Filed as Exhibit (c)(1) to the Schedule 14D-1 filed by Securitas and Purchaser
on February 26, 1999 and incorporated herein by reference.
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Exhibit 99.2
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News Release
MacKenzie
Partners, Inc.
156 Fifth Avenue, New York, NY 10010
Tel: 212-929-5500 Fax: 212-929-0308
E-mail:[email protected]
1888 Century Park East, Los Angeles, CA
Tel: 310-284-3110 Fax: 310-284-3140
FOR IMMEDIATE RELEASE:
SECURITAS AB ANNOUNCES COMPLETION OF TENDER OFFER FOR PINKERTON'S, INC.
Stockholm, Sweden, March 26, 1999 - Securitas AB announced today that its wholly
owned subsidiary, Securitas Acquisition Corp., has accepted for payment
approximately 12,157,500 shares of common stock of Pinkerton's, Inc. (NYSE:
PKT), representing approximately 99.3% of the outstanding shares of Pinkerton's,
Inc. (including approximately 99,000 tendered by means of guaranteed delivery),
at $29.00 per share in cash in accordance with its tender offer for all
outstanding shares of Pinkerton's, Inc. Approximately 94,000 shares of
Pinkerton's, Inc. were not tendered and remain outstanding. The tender offer
expired at 12:00 Midnight, New York City time on Thursday, March 25, 1999.
Securitas AB intends to promptly merge Securitas Acquisition Corp. with and into
Pinkerton's, Inc. in accordance with Delaware's short form merger provisions.
As a result of the merger, Pinkerton's, Inc. will become an indirect, wholly
owned subsidiary of Securitas AB and each remaining outstanding share of
Pinkerton's, Inc. will be converted, subject to appraisal rights, into the right
to receive $29.00 in cash, without interest.
Pinkerton's, Inc. is the second largest operator in the U.S. guard services
industry and has 250 offices and 48,000 employees throughout the United States,
Canada, Mexico, Europe and Asia. Pinkerton's, Inc. has about 5,000 clients to
which it offers guard services, alarm installation and monitoring and security
consulting and investigative services.
Securitas AB is the leading European Security Company and operates in sixteen
European countries. Annual sales in 1998 amounted to SEK 13.7 billion (US$ 1.8
billion). Securitas AB has more than 66,000 employees. France, Germany and
Sweden are its largest countries of operation.
Contacts: Thomas Berglund, President and CEO
Amund Skarholt, Executive Vice President and COO
Hakan Winberg, Executive Vice President and CFO
Camilla Weiner, Manager, Investor Relations
Telephone: 46 8 657 74 00
