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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13(d)-2(a)
(AMENDMENT NO. 2)
CENTURY BUSINESS SERVICES, INC.
(NAME OF ISSUER)
COMMON STOCK, $0.01 PAR VALUE
(TITLE OF CLASS OF SECURITIES)
156490 10 4
(CUSIP NUMBER)
SETH R. MOLAY, P.C.
AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
1700 PACIFIC AVENUE
SUITE 4100
DALLAS, TEXAS 75201-4675
(214) 969-2800
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
MAY 4, 1998
(DATE OF EVENT WHICH REQUIRES FILING
OF THIS STATEMENT)
IF THE FILING PERSON HAS PREVIOUSLY FILED A STATEMENT ON SCHEDULE 13G
TO REPORT THE ACQUISITION THAT IS THE SUBJECT OF THIS SCHEDULE 13D, AND IS
FILING THIS SCHEDULE BECAUSE OF RULE 13D-1(E), 13D-1(F) OR 13D-1(G), CHECK THE
FOLLOWING BOX [ ].
Page 1 of 10 Pages
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13D
CUSIP NO. 156490 10 4
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Michael G. DeGroote
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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
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Canadian
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NUMBERS OF 7 SOLE VOTING POWER 14,747,112
SHARES ----------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY ----------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 14,747,112
REPORTING ----------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,747,112
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.1%
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14 TYPE OF REPORTING PERSON
IN
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Page 2 of 10 Pages
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13D
CUSIP NO. 156490 10 4
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Westbury (Bermuda) Ltd.
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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
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(D) OR 2(E) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
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NUMBERS OF 7 SOLE VOTING POWER 14,747,112
SHARES ----------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY ----------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 14,747,112
REPORTING ----------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,747,112
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.1%
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14 TYPE OF REPORTING PERSON
CO
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Page 3 of 10 Pages
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ITEM 1. SECURITY AND ISSUER.
This statement relates to the common stock, par value $0.01 per share,
of Century Business Services, Inc. (the "Issuer"), a Delaware corporation. The
address of the principal executive office of the Issuer is 6480 Rockside Woods
Blvd., South, Suite 330, Cleveland, Ohio 44131.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This Statement is being filed by Westbury (Bermuda) Ltd.
("Westbury") and Mr. Michael G. DeGroote (each of the foregoing collectively
referred to herein as the "Reporting Persons" and individually as a "Reporting
Person"). A copy of an agreement between the Reporting Persons with respect to
their joint filing of this Statement is attached hereto as Exhibit 1.
(b) The principal business address of each of the Reporting Persons is
Victoria Hall, 11 Victoria Street, P.O. Box HM 1065, Hamilton, HMEX Bermuda.
(c) Westbury is engaged principally in investing in securities
beneficially owned by Mr. DeGroote. Mr. DeGroote is the sole stockholder of
Westbury. The name, business address, principal occupation or employment and
citizenship of each executive officer and director of Westbury are listed on
Schedule A, attached hereto and incorporated herein by reference.
(d) - (e) During the last five years, neither of the Reporting Persons
nor, to the best of any of their knowledge, any of the persons listed on
Schedule A attached hereto, has been (i) convicted in a criminal proceeding
(excluding traffic violations and similar misdemeanors) or (ii) a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding 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
with respect to such laws.
(f) Mr. DeGroote, Chairman, Chief Executive Officer and President of
the Board of the Issuer, is a Canadian citizen but resides in Bermuda. Westbury
is a Bermuda exempted company.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On May 4, 1998, Westbury purchased from the Issuer an aggregate of
500,000 shares of common stock of the Issuer for $13.25 per share in a private
placement. Westbury effected the acquisition of such Shares with working
capital.
Page 4 of 10 Pages
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ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Persons acquired the Common Stock described in Item 3 as
an investment.
ITEM 5. INTEREST IN SECURITIES OF ISSUER.
(a) As of May 4, 1998, Westbury beneficially owns 14,747,112 shares of
Common Stock, which includes 6,255,556 shares of Common Stock issuable upon
exercise of warrants, representing 25.1% of the outstanding shares of Common
Stock, calculated in accordance with Rule 13d-3 under the Exchange Act (based
upon 52,482,064 shares of Common Stock issued and outstanding as of May 8,
1998).
In addition, as of May 4, 1998, Mr. DeGroote, as the sole stockholder,
a director and President of Westbury, may be deemed to beneficially own all of
the shares of Common Stock owned by Westbury, which in the aggregate would
consist of 14,747,112 shares of Common Stock. Such shares include 6,255,556
shares of Common Stock issuable upon exercise of warrants, representing 25.1% of
the outstanding shares of Common Stock, calculated in accordance with Rule 13d-3
under the Exchange Act (based upon 52,482,064 shares of Common Stock issued and
outstanding as of May 8, 1998).
As of May 4, 1998, Mr. Luchak, a Director of Westbury, may be deemed to
beneficially own 56,000 shares of Common Stock, which includes 50,000 shares of
Common Stock issuable upon exercise of warrants which vest within 60 days of the
date hereof, representing less than 1% of the outstanding Common Stock,
calculated in accordance with Rule 13d-3 under the Exchange Act (based upon
52,482,064 shares of Common Stock issued and outstanding as of May 8, 1998).
As of May 4, 1998, Mr. Watt, the Vice President and a Director of
Westbury, may be deemed to beneficially own 150,000 shares of Common Stock,
which includes 100,000 shares of Common Stock issuable upon exercise of warrants
which vest within 60 days of the date hereof, representing less than 1% of the
outstanding Common Stock, calculated in accordance with Rule 13d-3 under the
Exchange Act (based upon 52,482,064 shares of Common Stock issued and
outstanding as of May 8, 1998).
The Reporting Persons disclaim beneficial ownership of all shares of
Common Stock owned by Messrs. Watt and Luchak.
(b) Mr. DeGroote has sole voting and dispositive power of the
14,747,112 shares of Common Stock beneficially owned by Mr. DeGroote and
Westbury.
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(c) Within the last 60 days, the Reporting Persons and Messrs.
Luchak and Watt have effected the following transactions:
Reporting Persons - none
Mr. Watt - exercised 50,000 warrants for Common Stock on
March 25, 1998 at a price of $2.625 per share.
Mr. Luchak sold a total of 6,300 shares within the last sixty
days as follows:
on March 18, he sold 300 shares for $17 per share;
on March 19, he sold 2,000 shares at $17-1/2 per share;
on April 3, he sold 2,000 shares at $18 per share; and
on April 9, he sold 2,000 shares at $18-1/16 per share.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
The Reporting Persons have shared voting power with respect to all of
the shares of Common Stock beneficially owned of record by Westbury pursuant to
the terms of the Voting Agreement (see Item 6 of the Original Schedule 13D).
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1: Joint Filing Agreement among Mr. Michael G. DeGroote and
Westbury (Bermuda) Ltd.
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SIGNATURE
After reasonable 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: May 14, 1998 Michael G. DeGroote
By: /s/ Michael G. DeGroote
-------------------------------------
Michael G. DeGroote
Dated: May 14, 1998 Westbury (Bermuda) Ltd.
By: /s/ Michael G. DeGroote
-------------------------------------
Michael G. DeGroote
President
Page 7 of 10 Pages
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SCHEDULE A
EXECUTIVE OFFICERS AND DIRECTORS
OF
WESTBURY (BERMUDA) LTD.
NAME & CAPACITY WITH PRINCIPAL OCCUPATION PRINCIPAL
WESTBURY (BERMUDA) LTD. AND CITIZENSHIP BUSINESS ADDRESS
- ----------------------- -------------------- ----------------
Michael G. DeGroote Retired Businessman Victoria Hall
President, Director Canadian 11 Victoria Street
P. O. Box HM 1065
Hamilton, HMEX
Bermuda
James Watt Financial Analyst Victoria Hall
Vice President, Canadian 11 Victoria Street
Director P. O. Box HM 1065
Hamilton, HMEX
Bermuda
Fred Luchak Attorney Victoria Hall
Secretary, Canadian 11 Victoria Street
Director P. O. Box HM 1065
Hamilton, HMEX
Bermuda
Page 8 of 10 Pages
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INDEX TO EXHIBITS
NUMBER EXHIBIT
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1.* Joint Filing Agreement among Mr. Michael G. DeGroote and Westbury
(Bermuda) Ltd.
- ----------
* Filed herewith.
Page 9 of 10 Pages
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EXHIBIT 1
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13D with
respect to the Common Stock of Century Business Services, Inc. dated May 14,
1998 is, and any amendments thereto signed by each of the undersigned shall be,
filed on behalf of us pursuant to and in accordance with the provisions of Rule
13d-1(f) under the Securities Exchange Act of 1934.
Dated: May 14, 1998 /s/ Michael G. DeGroote
-----------------------------------------
Michael G. DeGroote
Dated: May 14, 1998 Westbury (Bermuda) Ltd.
By: /s/ Michael G. DeGroote
-------------------------------------
Michael G. DeGroote
President
Page 10 of 10 Pages
