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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): September 8, 2000
BURNS INTERNATIONAL SERVICES CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware 1-5529 13-3408028
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No)
200 S. Michigan Avenue
Chicago, Illinois 60604
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (312) 322-8500
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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 September 2, 2000 Securitas AB, a joint stock company organized under
the laws of Sweden ("Securitas"), announced that Securitas Acquisition
Corporation, a Delaware corporation and an indirect 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 $0.01 per share (the "Company Common Stock"), including the associated
rights to purchase Series A Participating Cumulative Preferred Stock (together
with the Company Common Stock, the "Shares"), of Burns International Services
Corporation, a Delaware corporation (the "Company"), at a purchase price of
$21.50 per Share (the "Per Share Amount"), net to seller in cash, without
interest. The Offer was made pursuant to an Agreement and Plan of Merger, dated
as of August 3, 2000, by and between the Company, Securitas and Purchaser (the
"Merger Agreement"). At 12:00 Midnight, New York City time, on Friday, September
1, 2000, the Offer expired. As of the expiration of the Offer and based on a
preliminary count, 20,139,508 Shares, representing approximately 97.0% of the
outstanding Shares, had been validly tendered and not withdrawn pursuant to the
Offer (including 327,744 Shares tendered by means of guaranteed delivery).
Purchaser accepted for payment and 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 of good repute, rounded up to the nearest
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 currently serving
directors on the Board multiplied by the percentage that the aggregate number of
Shares beneficially owned by Securitas or any of its affiliates bears to the
number of Shares outstanding. Upon consummation of the Merger (as defined
below), the following directors of the Company each resigned as a member of the
Board: James J. Burke, Jr.; John A. Edwardson; Albert J. Fitzgibbons III; Arthur
F. Golden; Dale W. Lang; Terry L. Lengfelder; Robert A. McCabe; Andrew McNally
IV; Alexis P. Michas; and S. Jay Stewart. Upon the Merger becoming effective,
the number of directors of the surviving corporation was reduced to two (2) and
Laura J. Cerar and Don W. Walker became the only directors of the Company.
On September 8, 2000, pursuant to the Merger Agreement, Purchaser merged
with and into the Company, with the Company surviving as an indirect 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 $21.50 per Share, net to the holder
in cash, without interest.
The preceding is qualified by reference to the Merger Agreement, which has
been filed as an exhibit hereto and incorporated herein by reference.
The Company had been informed that financing for the Offer was provided
through multicurrency revolving credit loans pursuant to an $800 million
unsecured revolving credit facility provided by Deutsche Bank AG, as Arranger,
Deutsche Bank Luxemborg S.A., as Facility Agent, and other financial
institutions party thereto.
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Additional information regarding the Offer and the Merger is included in
the Schedule TO filed by Securitas and Purchaser, and the Company's
Solicitation/Recommendation Statement on Schedule 14D-9, both of which were
filed with the SEC on August 7, 2000 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.
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Item 7. Exhibits.
Exhibit No. Description
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2.1 Agreement and Plan of Merger, dated as of August 3, 2000, by and
between the Company, Securitas and Purchaser.*
99.2 Press Release issued by Securitas, dated September 2, 2000.
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* Incorporated herein by reference to Exhibit 2.1 to the Company's Form 8-K
filed on August 3, 2000.
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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.
BURNS INTERNATIONAL SERVICES
CORPORATION
Date: September 15, 2000 By: /s/ Frederick W. London
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Name: Frederick W. London
Title: Corporate Secretary
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EXHIBIT INDEX
Exhibit No. Description
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2.1 Agreement and Plan of Merger, dated as of August 3, 2000, by and
among the Company, Securitas and Purchaser.*
99.2 Press Release issued by Securitas, dated September 2, 2000.
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* Filed as Exhibit 2.1 to the Company's Form 8-K filed on August 3, 2000.
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