<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(RULE 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 3
BURNS INTERNATIONAL SERVICES CORPORATION
(Name of Subject Company)
SECURITAS ACQUISITION CORPORATION (OFFEROR)
SECURITAS AB (OFFEROR)
(Names of Filing Persons)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
122374-10-1
(Cusip Number of Class of Securities)
THOMAS BERGLUND, PRESIDENT & CHIEF EXECUTIVE OFFICER
SECURITAS AB
Lindhagensplan 70, P.O. Box l2307
SE-102 28 Stockholm, Sweden
Phone: 46-8-657-7400
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of Filing Persons)
A COPY TO:
DUNNINGTON, BARTHOLOW & MILLER, LLP
Attention: Frederick W. London, Esq.
Promenade Office Park
4165 East Thousand Oaks Boulevard, Suite 101
Westlake Village, CA 91362-3810
Fax: 805-374-1132
[_] Check the box if the filing relates solely to preliminary communications
made before the commencement of the tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[X] third-party tender offer subject to Rule 14d-1
[ ] issuer tender offer subject to Rule 13e-4
[ ] going-private transaction subject to Rule 13e-3
[X] amendment to Schedule 13D under Rule 13d-2
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [X]
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CUSIP No. 122374-10-1
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
SECURITAS ACQUISITION CORPORATION (I.R.S. Identification
#77-0550034) AND SECURITAS AB
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS * BK
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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7 SOLE VOTING POWER 20,139,508
NUMBER OF
SHARES ---------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER -
OWNED BY ---------------------------------------------------------
EACH
REPORTING 9 SOLE DISPOSITIVE POWER 20,139,508
PERSONAL WITH ---------------------------------------------------------
0 SHARED DISPOSITIVE POWER -
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,139,508
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions)
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
97%
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14 TYPE OF REPORTING PERSON (See Instructions) CO
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* See Section 10 ("Source and Amount of Funds") of the Offer to Purchase
dated August 7, 2000, which is incorporated herein by reference.
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This Amendment No. 3 amends and supplements the Tender Offer Statement on
Schedule TO originally filed with the Securities and Exchange Commission on
August 7, 2000 and as amended August 22, 2000 and August 24, 2000 (the "Schedule
TO") by Securitas Acquisition Corporation, a Delaware corporation ("Purchaser"),
and Securitas AB, a joint stock company organized under the laws of Sweden
("Securitas"). The Schedule TO relates to the offer by the Purchaser to purchase
all of the outstanding common stock, par value $0.01 per share, including the
associated rights to purchase Series A Participating Cumulative Preferred Stock
(the "Shares"), of Burns International Services Corporation, a Delaware
corporation (the "Company"), at a purchase price of $21.50 per Share, net to the
seller in cash, without interest thereon, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated August 7, 2000 (the "Offer
to Purchase") and in the related Letter of Transmittal (which, as they may be
amended or supplemented from time to time, together constitute the "Offer"),
which are annexed to and filed with the Schedule TO as Exhibits (a)(1) and
(a)(2), respectively. This Amendment No. 3 to the Schedule TO is being filed on
behalf of the Purchaser and Securitas.
This Amendment No. 3 also amends and supplements the Schedule 13D of
Purchaser and Securitas originally filed on August 24, 2000.
ITEM 8. INTEREST IN SECURITIES OF SUBJECT COMPANY
Item 8 is hereby amended and supplemented by adding the following to the
end thereof:
The Offer expired at 12:00 Midnight, New York City time, on Friday,
September 1, 2000. Based on information provided by the Depositary,
approximately 20,139,508 Shares, including 327,744 Shares tendered pursuant to
guaranteed delivery procedures, or 97% of the outstanding Shares were validly
tendered and not withdrawn pursuant to 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 terms of the Offer. On September 2,
2000, Securitas issued a press release to such effect. The full text of the
press release is filed herewith as Exhibit(a)(7)(ii) and is incorporated by
reference herein.
ITEM 12. EXHIBITS
Item 12 is hereby amended and supplemented to include the following
additional exhibit:
(a)(7)(ii) Press Release of Securitas, dated September 2, 2000.
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ITEM 12. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
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<S> <C>
*(a)(1) Offer to Purchase, dated August 7, 2000
*(a)(2) Letter of Transmittal.
*(a)(3) Notice of Guaranteed Delivery.
*(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
*(a)(5) Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees.
*(a)(6) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.
*(a)(7) Press Release of Securitas, dated August 3, 2000.
*(a)(7)(i) Press Release of Securitas, dated August 20, 2000.
(a)(7)(ii) Press Release of Securitas, dated September 2, 2000.
*(a)(8) Summary Advertisement.
*(b) Revolving Credit Facility Summary Terms and Conditions, dated as of August 2, 2000, between Securitas,
Deutsche Bank AG, Deutsche Bank Luxembourg S.A. and the Banks listed on Schedule I thereto.
*(c) Not Applicable.
*(d)(1) Agreement and Plan of Merger, dated as of August 3, 2000, by and between the Company, Securitas
and Purchaser.
*(d)(2) Stockholders Agreement, dated as of August 3, 2000, by and between Purchaser and certain
stockholders of the Company.
*(d)(3) Stock Option Agreement, dated as of August 3, 2000, by and between Securitas and the Company.
*(d)(4) Confidentiality Agreement, dated September 28, 1998, by and between Securitas and the Company.
*(e) None.
*(f) Not Applicable.
*(g) None.
*(h) Not Applicable.
</TABLE>
_________________
* Previously filed
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: September 5, 2000
SECURITAS ACQUISITION CORPORATION
By: /s/ Hakan Winberg
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Name: Hakan Winberg
Title: Executive Vice President and
Chief Financial Officer
SECURITAS AB
By: /s/ Thomas Berglund
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Name: Thomas Berglund
Title: President and Chief
Executive Officer
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