SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
------------------
FORM 8K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) August 3, 2000
-------------------------------
BURNS INTERNATIONAL SERVICES CORPORATION
- --------------------------------------------------------------------------------
(Exact name of Registrant as Specified in Charter)
Delaware 1-5529 13-3408028
- --------------------------------------------------------------------------------
(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
200 South Michigan Avenue
Chicago, IL 60604
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (312) 322-8500
---------------------------
N/A
- --------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
On August 3, 2000, Burns International Services Corporation, a
Delaware corporation (the "Company"), entered into an Agreement and Plan of
Merger (the "Merger Agreement") dated as of August 3, 2000 between the Company,
Securitas AB, a joint stock company organized under the laws of Sweden
("Parent"), and Securitas Acquisition Corporation, a Delaware corporation and
an indirect wholly-owned subsidiary of Parent ("Purchaser"), which provides for
(i) the commencement by Purchaser of a cash tender offer for all of the
outstanding shares of common stock, par value $0.01 per share (the "Common
Stock"), of the Company, including the associated rights to purchase Series A
Participating Cumulative Preferred Stock (together with the Common Stock, the
"Shares"), at a purchase price of $21.50 per Share and (ii) following
consummation of the tender offer, the merger of Purchaser with and into the
Company. In connection with the Merger Agreement, the Company entered into (i)
a Stock Option Agreement dated as of August 3, 2000 between the Company and
Parent (the "Stock Option Agreement") and (ii) an Amendment (the "Amendment")
dated as of August 3, 2000 to the Rights Agreement dated as of October 29, 1999
between the Company and The Bank of New York, as Rights Agent. In addition,
certain stockholders of the Company entered into a Stockholders' Agreement (the
"Stockholders' Agreement") dated as of August 3, 2000 with Parent and
Purchaser. On August 3, 2000, the Company issued a press release (the "Press
Release") announcing the execution of the Merger Agreement.
The Merger Agreement, the Stock Option Agreement, the Stockholders'
Agreement, the Amendment and the Press Release are attached hereto as Exhibits
2.1, 2.2, 2.3, 4.1 and 99.1, respectively, and are incorporated herein by
reference. The description of each document set forth above does not purport to
be complete and is qualified in its entirety by reference to the provisions of
each such agreement.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(a) Financial statements of businesses being acquired: Not
Applicable.
(b) Pro forma financial information: Not Applicable.
(c) Exhibits:
2
Exhibit No. Description
- ----------- -----------
2.1 Agreement and Plan of Merger dated as of August 3, 2000
between Burns International Services Corporation, Securitas
AB and Securitas Acquisition Corporation.
2.2 Stock Option Agreement dated as of August 3, 2000 between
Burns International Services Corporation and Securitas AB.
2.3 Stockholders' Agreement dated as of August 3, 2000 among
Securitas AB, Securitas Acquisition Corporation and
certain stockholders of Burns International Services
Corporation.
4.1 Amendment dated as of August 3, 2000 to the Rights Agreement
dated as of October 29, 1999 between Burns International
Services Corporation and The Bank of New York, as Rights
Agent.
99.1 Press Release of Burns International Services Corporation dated
August 3, 2000.
3
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BURNS INTERNATIONAL SERVICES
CORPORATION
By: /s/ Robert E.T. Lackey
---------------------------------
Name: Robert E.T. Lackey
Title: Vice President and General
Counsel
August 3, 2000
4
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
2.1 Agreement and Plan of Merger dated as of August 3, 2000
between Burns International Services Corporation, Securitas
AB and Securitas Acquisition Corporation.
2.2 Stock Option Agreement dated as of August 3, 2000 between
Burns International Services Corporation and Securitas AB.
2.3 Stockholders' Agreement dated as of August 3, 2000 among
Securitas AB, Securitas Acquisition Corporation and
certain stockholders of Burns International Services
Corporation.
4.1 Amendment dated as of August 3, 2000 to the Rights Agreement
dated as of October 29, 1999 between Burns International
Services Corporation and The Bank of New York, as Rights
Agent.
99.1 Press Release of Burns International Services Corporation dated
August 3, 2000.
5