================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
SCHEDULE 14D-9
(RULE 14d-101)
SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
--------------------
BURNS INTERNATIONAL SERVICES CORPORATION
(Name of Subject Company)
BURNS INTERNATIONAL SERVICES CORPORATION
(Name of Person Filing Statement)
--------------------
Common Stock, par value $0.01 per share
(including the associated preferred stock purchase rights)
(Title of Class of Securities)
122374101
(CUSIP Number of Class of Securities)
--------------------
Robert E.T. Lackey
General Counsel
Burns International Services Corporation
200 South Michigan Avenue
Chicago, Illinois 60604
(312) 322-8500
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Person Filing Statement)
--------------------
COPY TO:
Peter R. Douglas
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
(212) 450-4000
================================================================================
[x] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
<PAGE>
Items 1-8.
N/A
Item 9. Exhibits.
Text of Press Release issued by Burns International Services Corporation on
August 3, 2000:
Date For More Information Contact:
August 3, 2000 Anne Ireland (Analysts)
312-322-8550
Lynn Glovka (Media)
312-322-8511
BURNS INTERNATIONAL SERVICES CORPORATION AND SECURITAS
SIGN MERGER AGREEMENT
CHICAGO - Burns International Services Corporation (NYSE:BOR) and Securitas AB,
jointly announced today that they have signed a definitive merger agreement in
which Securitas will acquire all of the outstanding shares of Burns
International Services Corporation (Burns). Securitas is a Swedish corporation
(SSE:SECU) providing security services worldwide. In the United States,
Securitas provides services through its Pinkerton subsidiary.
Pursuant to the agreement, Securitas will pay US $21.50 per share for each
outstanding share of Burns common stock. This offer represents a 62 percent
premium over the closing price of Burns common stock on Wednesday, August 2,
2000. Burns currently has approximately 19.9 million shares of common stock
outstanding. Including debt and other financial obligations, the transaction
has a total value of approximately US $650 million.
The transaction will be a cash tender offer for all Burns shares, followed by a
cash merger to acquire any shares not previously tendered. As a result of the
transaction, Burns will become a wholly owned subsidiary of Securitas. Burns
has granted Securitas an option to purchase up to 19.9 percent of Burns shares
under certain circumstances. In addition, the directors and certain executives
of Burns have committed to tender their shares, aggregating approximately 4.5
percent, pursuant to the tender offer. The transaction has been approved by the
Boards of Directors of both Securitas and Burns.
Securitas expects to commence its cash tender offer early next week. The offer
will be conditioned upon, among other things, a majority of the shares being
properly tendered, as well as the expiration of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976.
John A. Edwardson, chairman and chief executive officer of Burns, said, "I am
pleased that Burns will be joining the world's largest security organization.
This provides our customers unparalleled access to the best security services
in the world, and offers our employees exceptional career growth
opportunities."
Thomas Berglund, president and chief executive officer of Securitas, stated,
"Since summer 1999, the American guarding operations have been reorganized with
a clear focus on local responsibility for growth and profitability. After the
acquisitions of APS and First Security in January 2000, the number of regions
has been increased, and these acquisitions are now integrated and operations
are developing according to plan. We are now ready to take a new large step,
and the acquisition of Burns will give us an excellent position from which to
lead the development of the American security market."
<PAGE>
Burns Profile
Chicago-based Burns International Services Corporation is the largest
U.S.-based provider of physical security and related services with 58,000
employees and more than 320 offices throughout the United States, Canada,
England, Scotland, Ireland, and Colombia. The company offers a complete range
of security solutions involving armed and unarmed physical security, foot and
vehicle patrol, access control and monitoring, background and drug screening,
investigative services, contract staffing, and other specialized security and
support services.
Securitas Profile
Securitas is a 66 year old security company based in Stockholm, Sweden, with
annual revenues of approximately US $4 billion. Securitas employs over 150,000
people and operates in more than 30 countries throughout Europe and North
America. The company is a full service supplier of security solutions,
including security officer services, alarm services, central monitoring,
investigative services, and cash-in-transit services.
* * * * * * *
THE TENDER OFFER DESCRIBED IN THIS ANNOUNCEMENT HAS NOT YET COMMENCED, AND THIS
ANNOUNCEMENT IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF AN OFFER TO
SELL SHARES OF BURNS COMMON STOCK. AT THE TIME THAT SECURITAS COMMENCES ITS
OFFER, IT WILL FILE A TENDER OFFER STATEMENT WITH THE SECURITIES AND EXCHANGE
COMMISSION AND BURNS WILL FILE A SOLICITATION/RECOMMENDATION STATEMENT WITH
RESPECT TO THE OFFER. THE TENDER OFFER STATEMENT (INCLUDING AN OFFER TO
PURCHASE, A RELATED LETTER OF TRANSMITTAL AND OTHER OFFER DOCUMENTS) AND THE
SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT INFORMATION WHICH
SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFER.
THE OFFER TO PURCHASE, THE RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER
OFFER DOCUMENTS, AS WELL AS THE SOLICITATION/RECOMMENDATION STATEMENT WILL BE
MADE AVAILABLE TO ALL SHAREHOLDERS OF BURNS, AT NO EXPENSE TO THEM. THE TENDER
OFFER STATEMENT (INCLUDING THE OFFER TO PURCHASE, THE RELATED LETTER OF
TRANSMITTAL AND ALL OTHER OFFER DOCUMENTS FILED WITH THE SEC) AND THE
SOLICITATION/RECOMMENDATION STATEMENT WILL ALSO BE AVAILABLE FOR FREE AT THE
SEC'S WEBSITE AT www.sec.gov. THESE DOCUMENTS MAY ALSO BE OBTAINED FOR FREE
(WHEN AVAILABLE) FROM MACKENZIE PARTNERS, INC., THE INFORMATION AGENT FOR THE
OFFER, BY CALLING TOLL-FREE 800-322-2885.
Certain statements in this announcement are "forward-looking statements" as
defined by the Private Securities Litigation Reform Act of 1995. These
forward-looking statements 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 risks, uncertainties, and other information
listed in Exhibit 99 to the company's Form 10-K for the year ended December 31,
1999.
Burns will host a conference call Thursday, August 3, 2000 at noon eastern time
to discuss this press release. Interested parties can listen in on the
conference call by dialing 800-553-0288 within the U.S. or 612-332-1020 from
outside the U.S. A recording of the conference call will be available from 6:00
a.m. until midnight on Monday, August 7. To access the recording, call
800-475-6701 from within the U.S. and 320-365-3844 from outside the U.S. The
access code is 532151.
