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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. 3 - Final Amendment)
and
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3 - Final Amendment)
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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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14D-1 and 13D
CUSIP NO. 723429 10 6
1. NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Securitas Acquisition Corp.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(e) OR 2(f) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,157,501
8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN
SHARES [ ]
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
99.3%
10. TYPE OF REPORTING PERSON
CO
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14D-1 and 13D
CUSIP NO. 723429 10 6
1. NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Securitas AB
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
BK
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(e) OR 2(f) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Sweden
7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,157,501
8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES [ ]
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
99.3%
10. TYPE OF REPORTING PERSON
CO
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This Amendment No. 3 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 and Amendment No. 2 filed on March 18,
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 (the
"Company"), 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. 3 also constitutes Amendment No. 3 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 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
The information set forth in Item 6 of the Statement is hereby amended
and supplemented by amending and supplementing "Section 9-Certain Information
Concerning Purchaser and Securitas" of the Offer to Purchase as follows:
The Offer expired at 12:00 Midnight, New York City time, on Thursday,
March 25, 1999. Based on information provided by the Depositary,
12,157,501 Shares or 99.3% of the outstanding Shares were validly
tendered and not withdrawn pursuant to the Offer (including 99,035
Shares tendered by means of guaranteed delivery) at the expiration of
the Offer. Purchaser has accepted for payment, and has notified the
Depositary to promptly pay for the tendered and accepted Shares, in
accordance with the Offer. On March 26, 1999, Securitas issued a press
release, a copy of which is attached hereto as Exhibit (a)(9) and
incorporated herein by reference.
Securitas and Purchaser intend to complete the acquisition of the
remaining Shares by promptly merging Purchaser with and into the
Company in accordance with Delaware's short form merger provisions.
ITEM 11. MATERIALS TO BE FILED AS EXHIBITS.
The list of exhibits in Item 11 of the Statement is hereby amended and
supplemented by adding the following exhibit:
(a)(9) Press Release of Securitas, dated March 26, 1999.
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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 26, 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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INDEX TO EXHIBITS
Exhibit Sequential Page No.
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(a)(9) Press Release of Securitas, dated March 26, 1999.
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(Letterhead of MacKenzie Partners, Inc.)
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
