FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO THE SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Borg-Warner Security Corporation
(Exact name of registrant as specified in its charter)
Delaware 13-3408028
(State of incorporation) (I.R.S. Employer Identification No.)
200 South Michigan Avenue
Chicago, Illinois 60604
(Address of principal executive officers)
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check
the following box.[ ]
If this Form relates to the registration of a class of debt securities and is
to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box.[X]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
9 5/8% Senior Subordinated New York Stock Exchange
Notes due 2007
Securities to be registered pursuant to Section 12(g) of the Act:
None
Item 1. Description of Registrant's Securities to be Registered.
A description of the Registrant's 9 5/8% Senior Subordinated Notes dues 2007 to
be registered hereby is contained in the section entitled "Description of the
Notes" set forth in the prospectus filed on May 6, 1997 in connection with
the Registrant's Registration Statement on Form S-4 (Registration No.
333-26573) and such description is hereby incorporated by reference.
Item 2. Exhibits
4.1. Form of specimen certificate for the Registrant's 9 5/8% Senior
Subordinated Notes due 2007.
4.2. Indenture dated as of March 24, 1997 between the Registrant and The Bank
of New York, as Trustee (incorporated by reference to Exhibit 4.3 of the
Registrant's Registration Statement on Form S-4 (Registration No. 333-26573).
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this amendment to the registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized.
BORG-WARNER SECURITY CORPORATION
Dated: June 30, 1997 By: /s/ Timothy M. Wood
-------------------------------
Timothy M. Wood
Vice President
EXHIBIT 4.1
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC") TO ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT
NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE
LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN
SECTIONS 311 AND 312 OF THE INDENTURE.
[LOGO OF BORG-WARNER SECURITY CORPORATION]
BORG-WARNER SECURITY CORPORATION
9 5/8% Series B Senior Subordinated Note due 2007
U.S. $125,000,000
No. R- CUSIP No. 099733AJ6
BORG-WARNER SECURITY CORPORATION, a Delaware corporation (herein called
the "Company", which term includes any successor Person under the Indenture
hereinafter referred to), for value received, hereby promises to pay to Cede &
Co. or registered assigns, the principal sum of ONE HUNDRED TWENTY-FIVE
MILLION TWO HUNDRED TWENTY-FIVE THOUSAND Dollars on March 15, 2007, at the
office or agency of the Company referred to below, and to pay interest thereon
on September 15, 1997 and semi-annually thereafter, on March 15 and September
15 in each year, from March 24, 1997, or from the most recent Interest Payment
Date to which interest has been paid or duly provided for, at the rate of 9
5/8% per annum, until the principal hereof is paid or duly provided for, and
(to the extent lawful) to pay on demand interest on any overdue interest at
the rate borne by the Notes from the date on which such overdue interest
becomes payable to the date payment of such interest has been made or duly
provided for. The interest so payable, and punctually paid or duly provided
for, on any Interest Payment Date will, as provided in said Indenture, be paid
to the Person in whose name this Note (or one or more Predecessor Notes) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the March 1 or September 1 (whether or not a Business
Day), as the case may be, next preceding such Interest Payment Date. Any such
interest not so punctually paid or duly provided for shall forthwith cease to
be payable to the Holder on such Regular Record Date, and such defaulted
interest, and (to the extent lawful) interest on such defaulted interest at
the rate borne by the Notes, may be paid to the Person in whose name this Note
(or one or more Predecessor Notes) is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest to be fixed by
the Trustee, notice whereof shall be given to Holders of Notes not less than
10 days prior to such Special Record Date, or may be paid at any time in any
other lawful manner not inconsistent with the requirements of any securities
exchange on which the Notes may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in said Indenture.
Payment of the principal of (and premium, if any, on) and interest on
this Note will be made at the office or agency of the Company maintained for
that purpose in The City of New York, or at such other office or agency of the
Company as may be maintained for such purpose, in such coin or currency of the
United States of America as at the time of payment is legal tender for payment
of public and private debts; provided, however, that payment of interest may
be made at the option of the Company (i) by check mailed to the address of the
Person entitled thereto as such address shall appear on the Note Register or
(ii) by wire transfer to an account maintained by the payee located in the
United States provided that appropriate written wire instructions have been
provided prior to the relevant record date.
Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been duly executed
by the Trustee or the Authenticating Agent referred to on the reverse hereof
by manual signature, this Note shall not be entitled to any benefit under the
Indenture, or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
BORG-WARNER SECURITY CORPORATION
By:________________________________
Name:
Title:
[Seal]
Attest:
________________________
Authorized Officer
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Notes referred to in the within-mentioned Indenture.
THE BANK OF NEW YORK,
as Trustee
By:________________________________
Authorized Signatory
Dated: July [__], 1997
[Reverse of Note]
This Note is one of a duly authorized issue of securities of the Company
designated as its 9 5/8% Series B Senior Subordinated Notes due 2007 (the
"Notes"), limited (except as otherwise provided in the Indenture referred to
below) in aggregate principal amount to $125,000,000, which may be issued
under the indenture (the "Indenture") dated as of March 24, 1997 between the
Company and The Bank of New York, as trustee (the "Trustee", which term
includes any successor trustee under the Indenture), to which Indenture and
all indentures supplemental thereto reference is hereby made for a statement
of the respective rights, limitations of rights, duties, obligations and
immunities thereunder of the Company, the Trustee and the Holders of the
Notes, and of the terms upon which the Notes are, and are to be, authenticated
and delivered.
The indebtedness evidenced by the Notes is, to the extent and in the
manner provided in the Indenture, subordinate and subject in right of payment
to the prior payment in full of all Senior Indebtedness as defined in the
Indenture, and this Note is issued subject to such provisions. Each Holder of
this Note, by accepting the same, (a) agrees to and shall be bound by such
provisions, (b) authorizes and directs the Trustee on his behalf to take such
action as may be necessary or appropriate to effectuate the subordination as
provided in the Indenture and (c) appoints the Trustee his attorney-in-fact
for such purpose.
On or before each payment date, the Company shall deliver or cause to
be delivered to the Trustee or the Paying Agent an amount in dollars
sufficient to pay the amount due on such payment date.
At any time on or after March 15, 2002, the Company may redeem, in
whole or in part, upon not less than 30 nor more than 60 days' prior notice at
the Redemption Prices (expressed as percentages of the principal amount) set
forth below, together with accrued and unpaid interest, if any, to the
Redemption Date, if redeemed during the 12-month period beginning March 15 of
the years indicated (subject to the right of Holders of record on relevant
record dates to receive interest due on an Interest Payment Date):
Redemption
Year Price
____ __________
2002 . . . . . . . . . . . . . . . . . . . . . . . . . . 104.812%
2003 . . . . . . . . . . . . . . . . . . . . . . . . . . 102.406%
2004 and thereafter . . . . . . . . . . . . . . . . . . . 100.000%
In addition, at any time prior to March 15, 2000, the Company may
redeem up to 30% of the original aggregate principal amount of the Notes
within 60 days after the closing of one or more Public Equity Offerings with
the net proceeds of such offering at a redemption price equal to 109.625% of
the principal amount thereof, together with accrued and unpaid interest, if
any, to the Redemption Date (subject to the right of Holders of record on
relevant record dates to receive interest due on relevant interest payment
dates), provided that not less than $87,500,000 aggregate principal amount of
the Notes remains outstanding immediately after the occurrence of any such
redemption.
If less than all the Notes are to be redeemed pursuant to the preceding
two paragraphs, the Trustee shall select the Notes or portions thereof to be
redeemed in compliance with the requirements of the principal national
securities exchange, if any, on which the Notes being redeemed are listed, or
if the Notes are not so listed, on a pro rata basis, by lot or by such other
method the Trustee shall deem fair and appropriate; provided that no such
partial redemption shall reduce the portion of the principal amount of a Note
not redeemed to less than $1,000.
In the case of any redemption of Notes, interest installments whose
Stated Maturity is on or prior to the Redemption Date will be payable to the
Holders of such Notes, or one or more Predecessor Notes, of record at the
close of business on the relevant Regular Record Date or Special Record Date,
as the case may be, referred to on the face hereof. Notes (or portions
thereof) for whose redemption and payment provision is made in accordance with
the Indenture shall cease to bear interest from and after the Redemption Date.
In the event of redemption or repurchase of this Note in part only, a
new Note or Notes for the unredeemed portion hereof shall be issued in the
name of the Holder hereof upon the cancellation hereof.
Upon the occurrence of a Change of Control, the Company will be
required to make an offer to purchase on the Purchase Date all outstanding
Notes at a purchase price in cash equal to 101% of the aggregate principal
amount thereof, plus accrued and unpaid interest thereon, if any, to the date
of purchase, in accordance with the Indenture. Holders of Notes that are
subject to an offer to purchase will receive an offer from the Company
pursuant to the Indenture prior to any related Purchase Date.
If an Event of Default shall occur and be continuing, the principal of
all the Notes may be declared due and payable in the manner and with the
effect provided in the Indenture.
The Indenture contains provisions for defeasance at any time of (a) the
entire indebtedness of the Company on this Note and (b) certain restrictive
covenants and the related Defaults and Events of Default, upon compliance by
the Company with certain conditions set forth therein, which provisions apply
to this Note.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders under the Indenture and the Note at any
time by the Company and the Trustee with the consent of the Holders of a
specified percentage in aggregate principal amount of the Notes at the time
Outstanding. Additionally, the Indenture permits, without notice to or
consent of any Holder, the amendment thereof, (a) to evidence the succession
of another person to the Company as obligor under the Indenture and the Notes,
(b) to add to the covenants of the Company for the benefit of the Holders of
Notes or to surrender any right or power conferred upon the Company by the
Indenture, (c) to add Events of Default for the benefit of the Holders of
Notes, (d) to secure the Notes pursuant to the provisions described in
Sections 1012 or 801 of the Indenture or otherwise, (e) to provide for the
acceptance of appointment by a successor Trustee, (f) to cure any ambiguity,
defect or inconsistency in the Indenture, provided such action does not
adversely affect the interests of Holders of Notes in any material respect, or
(g) to supplement any of the provisions of the Indenture to the extent
necessary to permit or facilitate defeasance and discharge of the Notes,
provided that such action shall not adversely affect the interests of the
Holders of Notes in any material respect.
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, any
Guarantor or any other obligor on the Notes (in the event such Guarantor or
other obligor is obligated to make payments in respect of the Notes), which is
absolute and unconditional, to pay the principal of (and premium, if any) and
interest on this Note at the times, place, and rate, and in the coin or
currency, herein prescribed, subject to the subordination provisions of the
Indenture.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note is registerable on the Note Register of
the Company, upon surrender of this Note for registration of transfer at the
office or agency of the Company maintained for such purpose in The City of New
York, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Company and the Note Registrar duly executed by, the
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Notes, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.
The Notes are issuable only in registered form without coupons in
denominations of $1,000 and any integral multiple thereof. As provided in the
Indenture and subject to certain limitations therein set forth, the Notes are
exchangeable for a like aggregate principal amount of Notes of a different
authorized denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any registration of transfer or
exchange or redemption of Notes, but the Company may require payment of a sum
sufficient to pay all documentary, stamp or similar issue or transfer taxes or
other governmental charges payable in connection therewith.
Prior to the time of due presentment of this Note for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Note is registered as the owner hereof
for all purposes, whether or not this Note be overdue, and neither the
Company, the Trustee nor any agent shall be affected by notice to the contrary.
THIS NOTE AND THE INDENTURE SHALL BE GOVERNED BY THE LAW OF THE STATE
OF NEW YORK EXCLUDING (TO THE GREATEST EXTENT PERMISSIBLE BY LAW) ANY RULE OF
LAW THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER
THAN THE STATE OF NEW YORK.
Interest on this Note shall be computed on the basis of a 360-day year
of twelve 30-day months.
All terms used in this Note which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
FORM OF TRANSFER NOTICE
FOR VALUE RECEIVED the undersigned registered holder hereby sell(s),
assign(s) and transfer(s) unto
Insert Taxpayer Identification No.
- - - - ------------------------------------------------------------------------------
- - - - ------------------------------------------------------------------------------
please print or typewrite name and address including zip code of assignee
- - - - ------------------------------------------------------------------------------
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing
- - - - ------------------------------------------------------------------------------
attorney to transfer said Note on the books of the Company with full power of
substitution in the premises.
Date: ____________________ NOTICE:_________________________________________
The signature must correspond with the name
as written upon the face of the
within-mentioned instrument in every
particular, without alteration or any change
whatsoever.
Signature Guarantee:_________________________________________________
OPTION OF HOLDER TO ELECT PURCHASE
If you wish to have this Note purchased by the Company pursuant to
Section 1016 of the Indenture, check the Box: [ ].
If you wish to have a portion of this Note purchased by the Company
pursuant to Section 1016 of the Indenture, state the amount (in original
principal amount) below:
$_____________________.
Date: _______________________________
Your Signature:_____________________________________
(Sign exactly as your name appears on the other side of this Note)
Signature Guarantee:*_______________________________
- - - - ----------
* Guarantor must be a member of the Securities Transfer Agents Medallion
Program ("STAMP"), the New York Stock Exchange Medallion Signature Program
("MSP") or the Stock Exchange Medallion Program ("SEMP")
