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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
BURNS INTERNATIONAL SERVICES
CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware 13-3408028
(State of other jurisdiction of incorporation) (IRS Employer Identification No.)
200 South Michigan Avenue
Chicago, Illinois 60604
(Address of principal executive offices) (Zip Code)
Securities to be pursuant to Section 12(b) of the Act:
Name of each exchange on which each
Title of each class to be so registered class is to be registered
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Series A Participating Cumulative New York Stock Exchange
Preferred Stock Purchase Rights
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Item 1. Description of Registrant's Securities to be Registered.
On October 26, 1999, the Board of Directors of Burns International
Services Corporation (the "Company") declared a dividend of one preferred stock
purchase right (a "Right") for each outstanding share of common stock, par value
$0.01 per share (the "Voting Common Stock"), and Series I Non-Voting Common
Stock, par value $0.01 per share (together with the Voting Common Stock, the
"Common Stock"), of the Company. The dividend is payable on November 8, 1999
(the "Record Date") to holders of record as of the close of business on that
date.
Prior to the Distribution Date (as defined below), the Rights will be
evidenced by the certificates for and will be transferred with the Common Stock,
and the registered holders of the Common Stock will be deemed to be the
registered holders of the Rights. After the Distribution Date, the Rights Agent
will mail separate certificates evidencing the Rights to each record holder of
the Common Stock as of the close of business on the Distribution Date, and
thereafter the Rights will be transferable separately from the Common Stock. The
"Distribution Date" generally means the earlier of (i) the close of business on
the 10th day after the date (the "Stock Acquisition Date") of the first public
announcement that a person (other than the Company or any of its subsidiaries or
any employee benefit plan of the Company or any such subsidiary) has acquired
beneficial ownership of 15% or more of the outstanding shares of Common Stock
(an "Acquiring Person") and (ii) the close of business on the 10th business day
(or such later day as may be designated before any person has become an
Acquiring Person by the Board of Directors) after the date of the commencement
of a tender or exchange offer by any person which would, if consummated, result
in such person becoming an Acquiring Person.
Prior to the Distribution Date, the Rights will not be exercisable. After
the Distribution Date (but before any person has become an Acquiring Person),
each Right will be exercisable to purchase, for $55.00 (the "Purchase Price"),
one one-hundredth of a share of Series A Participating Cumulative Preferred
Stock, par value $0.01 per share (the "Preferred Stock"). The terms and
conditions of the Rights are set forth in a Rights Agreement dated as of October
29, 1999, between the Company and The Bank of New York, as Rights Agent (the
"Rights Agreement").
If any person has become an Acquiring Person (but before the occurrence of
any of the events described in the second succeeding paragraph), each Right
(other than Rights beneficially owned by the Acquiring Person and certain
affiliated persons) will entitle the holder to purchase after the Distribution
Date, for the Purchase Price, a number of shares of Voting Common Stock having a
market value of twice the Purchase Price.
At any time after any person has become an Acquiring Person (but before
any person becomes the beneficial owner of 50% or more of the outstanding shares
of Common Stock or the occurrence of any of the events described in the next
paragraph), the Board of Directors may exchange all or part of the Rights (other
than Rights beneficially owned by an Acquiring Person and certain affiliated
persons) for shares of Voting Common Stock at an exchange ratio of one share of
Voting Common Stock per Right.
If, after any person has become an Acquiring Person, (1) the Company is
involved in a merger or other business combination in which the Company is not
the surviving corporation or its Common Stock is exchanged for other securities
or assets or (2) the Company and/or one or more of its subsidiaries sell or
otherwise transfer assets or earning power aggregating more than 50% of the
assets or earning power of the Company and its subsidiaries, taken as a whole,
then each Right (other than Rights beneficially owned by the Acquiring Person
and certain affiliated persons) will entitle the holder to purchase after the
Distribution Date, for the Purchase Price, a number of shares of common stock of
the other party to such business combination or sale (or in certain
circumstances, an affiliate) having a market value of twice the Purchase Price.
The Board of Directors may redeem all of the Rights at a price of $0.01
per Right at any time before any person has become an Acquiring Person.
The Rights will expire on November 8, 2009, unless earlier exchanged or
redeemed.
Page 2 of 4
For so long as the Rights are redeemable, the Rights Agreement may be
amended in any respect. At any time when the Rights are no longer redeemable,
the Rights Agreement may be amended in any respect that does not adversely
affect Rights holders (other than any Acquiring Person and certain affiliated
persons), cause the Rights Agreement to become amendable other than in
accordance with this sentence or cause the Rights again to become redeemable.
Rights holders have no rights as a stockholder of the Company, including
the right to vote and to receive dividends.
The Rights Agreement includes antidilution provisions designed to prevent
efforts to diminish the effectiveness of the Rights.
As of October 25, 1999 there were 19,631,816 shares of Voting Common Stock
outstanding, 0 shares of Series I Non-Voting Common Stock outstanding and
700,000 shares of Voting Common Stock reserved for issuance under the Company's
stock option plans. Each outstanding share of Common Stock on the Record Date
will receive one Right. Shares of Common Stock issued after the Record Date and
prior to the Distribution Date will be issued with a Right attached so that all
shares of Common Stock outstanding prior to the Distribution Date will have
Rights attached. 750,000 shares of Preferred Stock have been reserved for
issuance upon exercise of the Rights.
The Rights have certain anti-takeover effects. The Rights may cause
substantial dilution to a person that attempts to acquire the Company without a
condition to such an offer that a substantial number of the Rights be acquired
or that the Rights be redeemed or declared invalid. The Rights should not
interfere with any merger or other business combination approved by the Board of
Directors since the Rights may be redeemed by the Company as described above.
While the dividend of the Rights will not be taxable to stockholders or to
the Company, stockholders or the Company may, depending upon the circumstances,
recognize taxable income in the event that the Rights become exercisable as set
forth above.
The foregoing description of the Rights Agreement is qualified in its
entirety by reference to the full text of the Rights Agreement, which is
attached hereto as Exhibit 1 and incorporated herein by reference.
Item 2. Exhibits
1. Rights Agreement dated as of October 29, 1999 between Burns International
Services Corporation and The Bank of New York, as Rights Agent, which
includes the Form of Certificate of Designation of Series A Participating
Cumulative Preferred Stock as Exhibit A, the Form of Right Certificate as
Exhibit B and the Summary of Terms of the Rights Agreement as Exhibit C.
Page 3 of 4
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned thereto duly authorized.
BURNS INTERNATIONAL SERVICES CORPORATION
By: /s/ Robert E. T. Lackey
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Name: Robert E. T. Lackey
Title: Vice President and Secretary
Dated: November 5, 1999