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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(RULE 14d-100)
TENDER OFFER STATEMENT
UNDER
SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Burns International Services Corporation
(Name of Subject Company)
Securitas Acquisition Corporation (Offeror)
Securitas AB (Affiliate of 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)
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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
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CALCULATION OF FILING FEE
Transaction Valuation* $444,672,316 Amount of Filing Fee $88,935
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* Estimated for purposes of calculating the amount of the filing fee only.
The filing fee is calculated by (i) multiplying $21.50, the per share
tender offer price by, 19,948,884 being the number of shares of Common
Stock, par value $0.01 per share of Burns International Services
Corporation sought in the Offer, plus (ii) payments to holders of options
that are, or will become, vested and exercisable with an exercise price of
less than $21.50. The amount payable to option holders is equal to the
difference between (a) $21.50 and (b) the applicable exercise price, based
on 2,218,187 outstanding options with an average weighted exercise price of
$14.39 per share. The amount of the filing fee calculated in accordance
with Regulation 240.0-11 of the Securities Exchange Act of 1934 equals
1/50th of one percent of the value of the transaction.
Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and
identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
Amount Previously Paid: Not applicable. Filing Party: Not
Form or Registration No.: Not applicable. applicable.
Date Filed: Not applicable
[_]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
[_]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: [_]
Page 1 of 7 Pages
Exhibit Index begins on Page 7
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SCHEDULE TO
This Tender Offer Statement on Schedule TO (this "Statement") is filed by
Securitas Acquisition Corporation, a Delaware corporation ("Purchaser") and
Securitas AB, a joint stock company organized under the laws of Sweden
("Securitas"). This Statement relates to the offer by Purchaser to purchase
all of the issued and outstanding common stock, par value $0.01 per share (the
"Company Common Stock"), including the associated rights to purchase Series A
Participating Cumulative Preferred Stock, issued under the Rights Agreement
(as defined in Section 1.2 of the Agreement and Plan of Merger) (the "Rights"
and together with the Company Common Stock, the "Shares"), of Burns
International Services Corporation, a Delaware corporation (the "Company"), at
a price of $21.50 per share of Company Common Stock or such higher price as
may be paid in the Offer (the "Per Share Amount"), net to the seller in cash,
upon the terms and subject to the conditions set forth in the Offer to
Purchase dated August 7, 2000 (the "Offer to Purchase"), a copy of which is
attached hereto as Exhibit (a)(1), and in the related Letter of Transmittal
(the "Letter of Transmittal"), a copy of which is attached hereto as Exhibit
(a)(2) (which, as amended or supplemented from time to time, together
constitute the "Offer").
This Statement also relates to an irrevocable option granted by the Company
to Securitas to purchase up to the number of shares of the Company's Common
Stock which represent 19.9% of all shares of Company Common Stock which are
issued and outstanding immediately prior to the exercise of the Option (the
"Option Shares") at a cash purchase price per Share equal to the Per Share
Amount and options granted by certain stockholders of the Company, who
beneficially own the number of shares of Company Common Stock set forth
opposite such stockholder's name on Schedule I of the Stockholders' Agreement,
to purchase all of such stockholders' Shares at the higher price of $21.50 per
share or the highest price paid by Purchaser pursuant to the Offer. All of
such options can only be exercised in certain circumstances described in
Section 11 of the Offer to Purchase. Securitas may be deemed to beneficially
own such shares.
Purchaser is an indirect wholly owned subsidiary of Securitas and was formed
solely to effect the Offer and the transactions contemplated thereby.
Item 1. Summary Term Sheet
The information set forth in the "Summary of Offer" of the Offer to Purchase
is incorporated herein by reference.
Item 2. Subject Company Information
(a) The name of the subject company is Burns International Services
Corporation, and the address of its principal executive offices is 200 S.
Michigan Avenue, Chicago, IL 60604. The telephone number of the Company at
such location is (312) 322-8500.
(b) As of August 3, 2000, there were 19,948,884 shares of Company Common
Stock issued and outstanding. Purchaser is seeking to purchase all of such
Shares at a purchase price of $21.50 per Share, net to the seller in cash.
(c) The Company's Common Stock is traded on the New York Stock Exchange.
The information set forth in "Section 6--Price Range of the Shares;
Dividends" of the Offer to Purchase is incorporated herein by reference.
Item 3. Identity and Background of Filing Person
(a)--(c)(1), (c)(2) & (c)(5) This Statement is being filed by Purchaser and
Securitas. The information set forth in the "INTRODUCTION" and "Section 9--
Certain Information Concerning Purchaser and Securitas" of the Offer to
Purchase is incorporated herein by reference. The name, business address,
present principal occupation or employment, the material occupations,
positions, offices or employments for the past five years
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and citizenship of each director and executive officer of Purchaser and
Securitas, and the name of any corporation or other organization in which such
occupations, positions, offices and employments are or were carried on are set
forth in Schedule I to the Offer to Purchase and incorporated herein by
reference.
(c)(3) & (c)(4) None of Purchaser, Securitas nor, to the best knowledge of
Purchaser and Securitas, any of the persons or entities listed in Schedule I
to the Offer to Purchase (i) has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) was a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which any such person was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or
finding any violation of such laws.
Item 4. Terms of the Transaction
(a)(1) & (a)(2) The information set forth in the "Summary of the Offer",
"INTRODUCTION", "Section 1--Terms of the Offer", "Section 2--Acceptance for
Payment and Payment for Shares", "Section 3--Procedures for Tendering Shares",
"Section 4--Withdrawal Rights", "Section 5--Certain Federal Income Tax
Consequences", "Section 7--Effect of the Offer on the Market for Shares; Stock
Listing; Exchange Act Registration; Margin Regulations"; and "Section 11--
Background of the Offers, Purpose of the Offer and the Merger; the Merger
Agreement and Certain Other Agreements", of the Offer to Purchase is
incorporated herein by reference.
Item 5. Past Contacts, Transactions, Negotiations and Agreements
(a)(1) Other than the transactions described in Item 5(b) below, none of
Purchaser, Securitas nor, to the best knowledge of Purchaser and Securitas,
any of the persons or entities listed in Schedule I to the Offer to Purchase
has entered into any transaction with the Company, or any of the Company's
affiliates which are corporations, since the commencement of the Company's
second full fiscal year preceding the date of this Statement, the aggregate
amount of which was equal to or greater than one percent of the consolidated
revenues of the Company for (i) the fiscal year in which such transaction
occurred or (ii) the portion of the current fiscal year which has occurred if
the transaction occurred in such year.
(a)(2) Other than the transactions described in Item 5(b) below, none of
Purchaser, Securitas nor, to the best knowledge of Purchaser and Securitas,
any of the persons or entities listed in Schedule I to the Offer to Purchase
has entered into any transaction since the commencement of the Company's
second full fiscal year preceding the date of this Statement with the
executive officers, directors or affiliates of the Company which are not
corporations, in which the aggregate amount involved in such transaction or in
a series of similar transactions, including all periodic installments in the
case of any lease or other agreement providing for periodic payments or
installments, exceeded $60,000.
(b) The information set forth in the "INTRODUCTION," "Section 9--Certain
Information Concerning Purchaser and Securitas," "Section 11--Background of
the Offer; Purpose of the Offer and the Merger; the Merger Agreement and
Certain Other Agreements" and "Section 12--Plans for the Company; Other
Matters" of the Offer to Purchase is incorporated herein by reference.
Item 6. Purposes of the Transaction and Plans or Proposals
(a)--(c)(1)-(7) The information set forth in the "INTRODUCTION," "Section
7--Effect of the Offer on the Market for the Shares; Stock Listing; Exchange
Act Registration; Margin Regulations", "Section 9--Certain Information
Concerning Purchaser and Securitas," "Section 11--Background of the Offer;
Purpose of the Offer and the Merger; the Merger Agreement and Certain Other
Agreements", "Section 12--Plans for the Company; Other Matters", and
"Section--13 Dividends and Distributions" of the Offer to Purchase is
incorporated herein by reference.
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Item 7. Source and Amount of Funds or Other Consideration
(a),(b) & (d) The information set forth in the "INTRODUCTION" and "Section
10--Source and Amount of Funds" of the Offer to Purchase is incorporated
herein by reference.
Item 8. Interest in Securities of the Subject Company
The information set forth in the "INTRODUCTION," "Section 9--Certain
Information Concerning Purchaser and Securitas," "Section 11--Background of
the Offer; Purpose of the Offer and the Merger; the Merger Agreement and
Certain Other Agreements" and Schedule I of the Offer to Purchase is
incorporated herein by reference.
Item 9. Persons/Assets, Retained, Employed, Compensated or Used
The information set forth in the "INTRODUCTION", and "Section 16--Fees and
Expenses" of the Offer to Purchase is incorporated herein by reference.
Item 10. Financial Statements
(a)--(b) The information set forth in "Section 9--Certain Information
Concerning Purchaser and Securitas" of the Offer to Purchase is incorporated
herein by reference.
Item 11. Additional Information
(a)(1) Except as disclosed in Item 5 above, there are no present or proposed
material contracts, agreements, arrangements, understandings or relationships
between Purchaser and Securitas, or to the best knowledge of Purchaser and
Securitas, any of the persons or entities listed in Schedule I to the Offer to
Purchase, and the Company or any of its executive officers, directors,
controlling persons or subsidiaries.
(a)(2)--(a)(5), (b) The information set forth in the Offer to Purchase in
the "INTRODUCTION", "Section 7--Effect of the Offer on the Market for Shares;
Stock Listing; Exchange Act Registration; Margin Regulations", "Section 14--
Conditions to the Offer" and "Section 15--Certain Legal Matters", the Letter
of Transmittal, attached as Exhibit (a)(2) to this Schedule TO and the
Agreement and Plan of Merger, dated as of August 3, 2000, between the
Purchaser, Securitas and the Company, attached as Exhibit (d)(1) to this
Schedule TO, is incorporated herein by reference.
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Item 12. Exhibits
Exhibit
<TABLE>
<C> <S>
(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)(8) Summary Advertisement.
(b) Revolving Credit Facility Summary Terms and Conditions, dated as of
August 2, 2000, between Securitas, Deutsche Bank AG and Deutsche Bank
Luxembourg S.A.
(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>
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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: August 7, 2000
Securitas Acquisition Corporation
s/ Hakan Winberg
By: _________________________________
Securitas AB
/s/ Thomas Berglund
By: _________________________________
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