As filed with the Securities and Exchange Commission on May 21, 1999
Registration No. 333-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------
Borg-Warner Security Corporation
(Exact name of registrant as specified in its charter)
Delaware 13-3408028
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
-----------------------
200 South Michigan Avenue
Chicago, Illinois 60604
(312) 322-8500
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
-----------------------
Robert E. T. Lackey
Vice President, General Counsel and Secretary
Borg-Warner Security Corporation
200 South Michigan Avenue
Chicago, Illinois 60604
(312) 322-8500
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
-----------------------
Copies to:
Charles S. Whitman, III
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
(212) 450-4000
-----------------------
Approximate date of commencement of proposed sale to the public: From time
to time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(c) under the Securities Act, please check the following
box and list the Securities Act registration number of the earlier effective
registration statement for the same offering. [ ] _____
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] _____
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
<TABLE>
CALCULATION OF REGISTRATION FEE
==========================================================================================================================
Proposed
Proposed Maximum
Title of Each Class of Amount to be Maximum Aggregate Amount of
Securities to be Registered(1) Registered(1) Offering Price(1) Offering Price(1) Registration Fee
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Common Stock, par value $.01 per share.... 5,850,000 $ 17.34375 $ 101,460,938 $ 28,206
==========================================================================================================================
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c) of the Securities Act of 1933, as amended (the "Securities
Act"), based on the average high and low prices of the Common Stock on May
19, 1999 on the New York Stock Exchange, which was $1711/32 per share.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended or until the Registration Statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
===============================================================================
<PAGE>
We will amend and complete the information in this prospectus. We may not sell
any of these securities or accept your offer to buy any of them until the
documentation filed with the SEC relating to these securities has been declared
"effective" by the SEC. This prospectus is not an offer to sell these
securities or our solicitation of your offer to buy these securities in any
State or other jurisdiction where that would not be permitted or legal.
SUBJECT TO COMPLETION, DATED MAY 21, 1999
PROSPECTUS
, 1999
5,850,000 Shares
Borg-Warner Security Corporation
Common Stock
-----------------------
This prospectus relates to the sale of up to 5,850,000 shares of common
stock, par value $.01 per share, of Borg- Warner Security Corporation by
several of our existing shareholders.
-----------------------
The common stock is listed on the New York Stock Exchange under the symbol
"BOR". On May 19, 1999, the last sale price of the common stock was $177/16 per
share.
-----------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this prospectus is truthful or complete. Any representation to the contrary is
a criminal offense.
<PAGE>
-----------------------
TABLE OF CONTENTS
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Page
-----
About this Prospectus................................................... 3
Where You Can Find More Information..................................... 3
Special Note Regarding Forward-Looking Statements....................... 4
Use of Proceeds......................................................... 4
Borg-Warner Security Corporation........................................ 4
Market for Borg-Warner's Common Stock and Dividend Policy............... 4
Description of Capital Stock............................................ 5
Selling Shareholders.................................................... 5
Plan of Distribution.................................................... 6
Legal Matters........................................................... 8
Experts................................................................. 8
2
<PAGE>
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission utilizing a "shelf" registration process.
Under this shelf process, the selling shareholders named in this prospectus may
sell up to 5,850,000 shares of common stock from time to time. Each time any of
these selling shareholders sells common shares, we will provide a prospectus
supplement that will contain specific information about the terms of that
offering. The prospectus supplement may also add, update or change information
contained in this prospectus. You should read both this prospectus and any
prospectus supplement together with the additional information described under
the heading "Where You Can Find More Information".
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission. Our SEC filings are
available to the public over the Internet at the SEC's web site at
http://www.sec.gov. You may also read and copy any document we file at the
SEC's public reference rooms in Washington, D.C., New York, New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference rooms. You may also read and copy these
documents at the offices of the New York Stock Exchange, 20 Broad Street,
New York, New York 10005.
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus, and information that we file later with
the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings we
make with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities
Exchange Act of 1934 until the selling shareholders sell all of the securities
covered by this prospectus:
o Annual Report on Form 10-K for the year ended December 31, 1998
o Quarterly Report on Form 10-Q for the quarter ended March 31, 1999
o The description of our common stock, par value $.01 per share,
contained in our registration statement on Form S-2 (No. 33-53480)
filed previously with the SEC
You may request a copy of these filings, at no cost, by writing or
telephoning us at our principal executive offices at the following address:
Borg-Warner Security Corporation
200 South Michigan Avenue
Chicago, Illinois 60604
Attention: Corporate Secretary
Tel: (312) 322-8500
You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. We have not
authorized anyone else to provide you with different information. Neither we
nor the selling shareholders are making an offer of these securities in any
state where the offer is not permitted. You should not assume that the
information in this prospectus or any prospectus supplement is accurate as of
any date other than the date on the front of these documents.
We have also filed or incorporated by reference exhibits with the
registration statement. You should read the exhibits carefully for provisions
that may be important to you.
3
<PAGE>
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
We are designating any statements in this prospectus that are not
historical facts as "forward-looking statements" for the purpose of the safe
harbor provided by Section 21E of the Exchange Act and Section 27A of the
Securities Act. These forward-looking statements are necessarily estimates
reflecting the best judgment of our senior management and involve a number of
risks and uncertainties that could cause actual results to differ materially
from those suggested by the forward-looking statements. Such forward-looking
statements should, therefore, be considered in light of the risk, uncertainties
and other information listed in Exhibit 99 to our annual report on Form 10-K
incorporated into this prospectus. See "Where You Can Find More Information."
USE OF PROCEEDS
We will not receive any proceeds from the sale of these shares.
BORG-WARNER SECURITY CORPORATION
We are North America's largest supplier of contract guard and related
security services. As a result of our significant market presence, breadth of
product offerings and strategic alliances, we are well positioned to service
local, multi-location and national accounts and provide total security
solutions to our customers.
We provide guard services, as well as background screening, contract
employment and investigative services, to approximately 14,000 clients in the
United States, Canada, United Kingdom and Colombia. We service these clients
with approximately 73,000 employees in approximately 300 offices under the
Wells Fargo(R), Burns(R), Globe(R) and other service marks.
On May 4, 1999, we announced that, subject to shareholder approval, we
plan to change our name to Burns International Services Corporation.
Our headquarters is at 200 South Michigan Avenue, Chicago, Illinois 60604,
where our telephone number is (312) 322-8500.
MARKET FOR BORG-WARNER'S COMMON STOCK AND DIVIDEND POLICY
As of April 30, 1999, there were approximately 150 holders of record of
the common stock.
We have neither paid nor declared any cash dividends on our common stock
during the last two years. The payment of dividends by us is prohibited under
the terms of some of our debt instruments. We currently intend to retain
earnings for acquisitions, working capital, capital expenditures, general
corporate purposes and reduction of outstanding indebtedness. Accordingly, we
do not expect to be able to nor do we expect to pay cash dividends in the
foreseeable future.
High and low sales prices (as reported on the New York Stock Exchange
composite tape) for the common stock for each quarter during 1997 and 1998
were:
Quarter Ended High Low
------------- ---------- ---------
1997 March 31 $ 15 1/8 $ 10 1/8
June 30 18 13 3/4
September 19 9/16 16 1/8
4
<PAGE>
Quarter Ended High Low
------------- ---------- ---------
December 31 19 3/4 15 1/4
1998 March 31 19 7/16 15 5/16
June 30 24 3/4 17 7/8
September 30 23 1/16 13 1/4
December 31 20 1/16 13 1/16
1999 March 31 20 9/16 14 11/16
June 30 (through May 19) 18 7/8 15 1/2
DESCRIPTION OF CAPITAL STOCK
The following table shows our authorized and outstanding capital stock at
April 30, 1999:
Number of Shares Number of Shares
Authorized Outstanding
---------------- ----------------
Common Stock......................... 50,000,000 23,981,816
Preferred Stock..................... 2,000 0
In addition, as of April 30, 1999, we had issued options to purchase
2,685,400 shares. On April 19, 1999, we agreed to buy-back 4,350,000 shares of
the common stock from several of the selling shareholders. See "Selling
Shareholders".
Common Stock
Each share of common stock entitles the holder to one vote in the election
of directors and all other matters submitted to a vote of our shareholders.
Holders of common stock do not have cumulative voting rights.
Holders of shares of common stock are entitled to receive cash dividends
when, as and if declared by our board of directors out of funds legally
available for the payment of dividends. However, we do not expect to pay cash
dividends in the forseeable future. In addition, some of our debt instruments
restrict our ability to pay dividends on its capital stock. If we issue any
preferred stock, the holders of that preferred stock will be entitled to
receive their dividends before any dividends are paid on shares of common
stock.
If we are liquidated, each share of common stock will share equally in any
assets available for distribution after payment in full of all other claims on
our assets, including any liquidation preference payable to holders of any
preferred stock outstanding at the time of liquidation.
Holders of shares of common stock have no preemptive rights to purchase
additional shares of common stock or any other securities of ours. All of the
outstanding shares of common stock are fully paid and non-assessable.
The transfer agent for the common stock is The Bank of New York.
We have incorporated by reference the detailed description of our common
stock into this prospectus. You should also read that description as well as
our Certificate of Incorporation, which we have filed as an exhibit to our
annual report on Form 10-K, for other provisions that may be important to you.
See "Where You Can Find More Information".
5
<PAGE>
SELLING SHAREHOLDERS
The shares being offered by this prospectus may be offered by the
shareholders listed below or by pledgees, donees, transferees or other
successors in interest that receive such shares as a gift, partnership
distribution or other non-sale related transfer.
<TABLE>
Percentage of
Outstanding
Shares Owned Stock prior to Shares
prior to Share Share Buy- Shares Sold Maximum Owned
Buy-back and back and the In Share Amount After the
the Offering Offering Buy-Back Offered Offering**
-------------- -------------- ----------- ------- ----------
<S> <C> <C> <C> <C> <C>
Merrill Lynch KECALP L.P. 1986................... 40,000 * -- 40,000 0
Merrill Lynch KECALP L.P. 1987................... 200,000 * -- 200,000 0
Merchant Banking L.P. No. I...................... 500,000 2.1% 263,317 236,683 0
ML Venture Partners II, L.P...................... 500,000 2.1% -- 500,000 0
Merrill Lynch Capital Appreciation Partnership
No. VIII, L.P................................. 6,628,615 27.7% 3,490,856 3,137,759 0
ML Offshore LBO Partnership No. VIII............. 168,524 * 88,751 79,773 0
ML Employees LBO Partnership No. I, L.P.......... 164,779 * 86,778 78,001 0
ML IBK Positions, Inc............................ 1,998,082 8.4% 420,298 1,577,784 0
---------- ---- --------- --------- -
10,200,000 42.7% 4,350,000 5,850,000 0
========== ==== ========= ========= =
</TABLE>
- ---------
* Represents less than one percent.
** Assuming all the shares are sold.
On April 19, 1999, we entered into a stock purchase agreement with
Merchant Banking L.P. No. 1, Merrill Lynch Capital Appreciation Partnership No.
VIII, L.P., ML Offshore LBO Partnership No. I, L.P. and ML IBK Positions, Inc.
pursuant to which we agreed to buy back 4,350,000 shares of our common stock
from those selling shareholders at a purchase price of $18.375 per share,
subject to our obtaining necessary consents from our lending banks and holders
of our outstanding senior subordinated notes. The closing is expected to occur
prior to July 20, 1999.
The selling shareholders may sell all or part of the shares covered by
this prospectus and as a result no estimate can be given as to the number of
shares that will be held by any selling shareholder upon the termination of any
offering made by this prospectus.
The selling shareholders acquired the shares being offered by this
prospectus in connection with a leveraged buy-out of our predecessor company in
1987. In 1993, we completed our initial public offering, including the listing
of our shares on the New York Stock Exchange, and once again became a public
company. As indicated above, on April 19, 1999 we agreed to purchase 4,350,000
shares of our common stock, and to use commercially reasonable efforts to file
a registration statement with the SEC to enable the selling shareholders to
sell their remaining shares in one or more transactions. We expect to execute a
registration rights agreement in connection with the closing of the share
purchase.
Messrs. Burke, Fitzgibbons and Michas, three of our directors, are also
directors of Merrill Lynch Capital Partners Inc., which manages Merrill Lynch
Capital Appreciation Partnership No. VIII, L.P. and ML Offshore LBO Partnership
No. VIII. Pursuant to the stock purchase agreement, one of these three
directors will resign from our board on the first anniversary of the closing of
the share purchase, and the other two on the second and third anniversaries,
respectively.
6
<PAGE>
PLAN OF DISTRIBUTION
The selling shareholders may distribute the shares covered by this
prospectus from time to time in one or more of the following transactions:
o through brokers, acting as principal or agent, in transactions (which
may involve block transactions) on the New York Stock Exchange, in
the over-the-counter market or through private sales or special
offerings
o to underwriters who will acquire the shares for their own account and
resell them in one or more transactions
o to lenders, if the selling shareholders have pledged shares as
collateral to secure loans, credit or other financing arrangements
and the creditor forecloses on the shares
o put or call options written by the selling shareholders on the shares
o short sales of shares or
o any other legally available means.
The price at which any of the shares are sold in any of the transactions
described above will be negotiated at the time of transaction and may be based
on the market price of the shares at that time.
Underwriters or other agents participating in an offering made pursuant to
this prospectus (as amended or supplemented from time to time) may receive
underwriting discounts and commissions under the Securities Act, and they may
allow or reallow discounts or concessions to other dealers. Brokers or agents
participating in transactions described by this prospectus may receive
brokerage or agent's commissions or fees. The selling shareholders may sell
shares to or through broker-dealers who may receive compensation in the form of
discounts, concessions or commissions from the selling shareholders and/or the
purchasers of the shares and that compensation might be in excess of customary
commissions.
At the time a particular offering of any shares is made with this
prospectus, to the extent required by law, we will prepare and deliver a
prospectus supplement setting forth the amount of shares being offered and the
terms of the offering, including the purchase price or public offering price,
the name or names of any underwriters, dealers or agents, the purchase price
paid by any underwriter for any shares purchased from the selling shareholders,
any discounts, commissions and other items constituting compensation from the
selling shareholders and any discounts, commissions or concessions allowed or
filed or paid to dealers.
We have been advised that, as of the date hereof, the selling shareholders
have made no arrangement with any broker for the sale of their shares. The
selling shareholders and any underwriters, brokers or dealers involved in the
sale of the shares may be considered "underwriters" as that term is defined by
the Securities Act, although the selling shareholders disclaim such status. We
may agree in the registration rights agreement or in an underwriting agreement
to indemnify the selling shareholders, their officers, directors, partners, and
agents, any underwriter and each person or entity who controls such selling
shareholder or underwriter, against certain liabilities which may be incurred
in connection with the sale of the shares under this prospectus. In addition,
the selling shareholders may agree to indemnify us against certain liabilities.
The registration rights agreement or underwriting agreement may also provide
for rights of contribution if indemnification is not available.
7
<PAGE>
If Merrill, Lynch, Pierce, Fenner & Smith Incorporated, an affiliate of
some of the selling shareholders, participates in any offering of our shares,
that offering will be conducted in compliance with Section 2720 of the Conduct
Rules of the National Association of Securities Dealers, Inc.
LEGAL MATTERS
Davis Polk & Wardwell, New York, New York will pass upon the validity of
the shares of common stock for us. Arthur F. Golden, one of our directors, is a
partner of Davis Polk & Wardwell.
EXPERTS
The financial statements and the related financial statement schedule
incorporated in this prospectus by reference from our Annual Report on Form 10-K
for the year ended December 31, 1998, have been audited by Deloitte & Touche
LLP, independent auditors, as stated in their reports, which are incorporated
herein by reference, and have been so incorporated in reliance upon the reports
of such firm given upon their authority as experts in accounting and auditing.
8
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuances and Distribution
The following table sets forth the fees and expenses payable by the
Registrant in connection with the issuance and distribution of the securities
other than underwriting discounts and commissions. All of such expenses except
the Securities and Exchange Commission registration fee are estimated:
Securities and Exchange Commission registration fee................. $28,206
Blue Sky fees and expenses.......................................... *
Printing expense.................................................... *
Accounting fees and expenses........................................ *
Legal fees and expenses............................................. *
National Association of Securities Dealers Inc. filing fee.......... *
Miscellaneous.......................................................--------
Total..........................................................$ *
========
- ---------
* Estimated. To be filed by amendment.
Item 15. Indemnification of Directors and Officers
Reference is made to Section 102(b)(7) of the Delaware General Corporation
Law (the "DGCL"), which enables a corporation in its original certificate of
incorporation or an amendment thereto to eliminate or limit the personal
liability of a director for violations of the director's fiduciary duty, except
(i) for any breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) pursuant to Section
174 of the DGCL (providing for liability of directors for the unlawful payment
of dividends or unlawful stock purchases or redemptions) or (iv) for any
transaction from which a director derived an improper personal benefit.
Section 145 of the DGCL empowers the Company to indemnify, subject to the
standards set forth therein, any person in connection with any action, suit or
proceeding brought before or threatened by reason of the fact that the person
was a director, officer, employee or agent of such company, or is or was
serving as such with respect to another entity at the request of such company.
The DGCL also provides that the Company may purchase insurance on behalf of any
such director, officer, employee or agent.
Our Amended and Restated Certificate of Incorporation provides in effect
for the indemnification by us of each of our directors and officers to the
fullest extent permitted by applicable law.
Item 16. Exhibits
Exhibit Description
------- -----------
4.1 Stock Purchase Agreement dated as of April 19, 1999*
5.1 Opinion of Davis Polk & Wardwell*
11.1 Statement regarding computation of per share earnings*
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Davis Polk & Wardwell (included in Exhibit 5.1)*
24.1 Powers of Attorney (included on the signature page of the
Registration Statement)
- ---------
* To be filed by amendment.
<PAGE>
Item 17. Undertakings
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement;
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement.
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
provided, however, that the undertakings set forth in paragraph (i) and (ii)
above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the registrants pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post- effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from the registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the provisions described in Item 15 above or
otherwise, the registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction in the question
whether such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Borg-Warner
Security Corporation certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Chicago, State of Illinois, on May
21, 1999.
BORG-WARNER SECURITY CORPORATION
By: /s/ Timothy M. Wood
---------------------------------
Name: Timothy M. Wood
Title: Vice President, Finance
The registrant and each person whose signature appears below constitutes
and appoints Timothy M. Wood and Robert E. T. Lackey, and any agent for service
named in this registration statement and each of them, his, her or its true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him, her or it and in his, her, or its name, place and
stead, in any and all capacities, to sign and file any and all amendments
(including post-effective amendments) to this registration statement, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the
premises, as fully to all intents and purposes as he, she, or it might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents or any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the Requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ J. Joe Adorjan Chairman of the Board and
- ------------------------ Director
J. Joe Adorjan
/s/ John A. Edwardson Chief Executive Officer and
- ------------------------ President
John A. Edwardson (Principal Executive Officer)
/s/ Timothy M. Wood Vice President, Finance
- ------------------------ (Principal Financial and
Timothy M. Wood Accounting Officer)
/s/ James J. Burke, Jr. Director
- ------------------------
James J. Burke, Jr.
II-3
<PAGE>
Signature Title Date
--------- ----- ----
/s/ Albert J. Fitzgibbons, III Director
- -------------------------------
Albert J. Fitzgibbons, III
/s/ Arthur F. Golden Director
- -------------------------------
Arthur F. Golden
/s/ Arthur F. Golden Director
- -------------------------------
Arthur F. Golden
/s/ Robert A. McCabe Director
- -------------------------------
Robert A. McCabe
/s/ Andrew McNally IV Director
- -------------------------------
Andrew McNally IV
/s/ Alexis P. Michas Director
- -------------------------------
Alexis P. Michas
- ------------------------------- Director
H. Norman Schwartzkopf
/s/ Donald C. Trauscht Director
- -------------------------------
Donald C. Trauscht
II-4
<PAGE>
EXHIBIT INDEX
Exhibit
No. Description
------- -----------
4.1 Stock Purchase Agreement dated as of April 19, 1999*
5.1 Opinion of Davis Polk & Wardwell*
11.1 Statement regarding computation of per share earnings*
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Davis Polk & Wardwell (included in Exhibit 5.1)*
24.1 Powers of Attorney (included on the signature page of the
Registration Statement)
- ---------
* To be filed by amendment.
E-1
Exhibit 23.1
INDENPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Borg-Warner Security Corporation on Form S-3 of our reports dated February 2,
1999, appearing in and incorporated by reference in the Annual Report on
Form 10-K of Borg-Warner Security Corporation for the year ended December 31,
1998, and to the reference to us under the heading "Experts" in the Prospectus,
which is part of this Registration Statement.
DELOITTE & TOUCHE LLP
Chicago, Illinois
May 21, 1999
