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 - ----------- * 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. Amount Previously Paid: $88,935 Filing Party: Securitas Acquisition Corporation Form or Registration No.: Schedule TO Date Filed: August 7, 2000 - ------------------------------------- -------------------------- [_] 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: [ ] 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." ITEM 12. EXHIBITS EXHIBIT - ------- *(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. - ----------------- * Previously filed 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 ------------------------------- Name: Hakan Winberg Title: Executive Vice President and Chief Financial Officer SECURITAS AB By: /s/ Thomas Berglund ------------------------------- Name: Thomas Berglund Title: President and Chief Executive Officer