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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. 2
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
CALCULATION OF FILING FEE
TRANSACTION VALUATION* $460,482,889 AMOUNT OF FILING FEE $92,097
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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, 21,255,405 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 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
911,666 outstanding options with an average weighted exercise price of
$17.67 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.
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Amount Previously Paid: $88,935 Filing Party: Securitas Acquisition Corporation
Form or Registration No.: Schedule TO Date Filed: August 7, 2000
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[_] 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: [ ]
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This Amendment No. 2 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 (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. 2 to the Schedule TO is being filed on behalf
of the Purchaser and Securitas.
ITEM 2. SUBJECT COMPANY INFORMATION
Item 2 is hereby amended and supplemented as follows:
The information set forth in the Offer to Purchase, Section 8 ("Certain
Information Concerning the Company") is supplemented as follows: "Neither
Purchaser, Securitas nor the Information Agent has independently verified the
accuracy or completeness of the information concerning the Company contained in
such documents and records or for any failure by the Company to disclose events
which may have occurred or may affect the significance or accuracy of any such
information but which are unknown to Purchaser, Securitas or the Information
Agent."
ITEM 4. TERMS OF THE TRANSACTION
Item 4 is hereby amended and supplemented as follows:
The information set forth in the Offer to Purchase, Section 14
("Conditions to the Offer") is supplemented as follows: "In any event, all
conditions (other than those dependent upon the receipt of necessary government
approvals) must be satisfied or waived by Purchaser before the expiration date."
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ITEM 12. EXHIBITS
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EXHIBIT
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*(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)(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.
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* 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: August 24, 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
