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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1) File No. 005-52785
Outsource International, Inc.
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(Name of Subject Company (Issuer) and Filing Person (Offeror))
Options To Purchase Common Stock,
Par Value $.001 Per Share, Having An Exercise Price Of $10.00 Or More
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(Title of Class of Securities)
690131 10 7
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(CUSIP Number of Class of Securities)
Joseph C. Wasch
Vice President and General Counsel
1690 South Congress Avenue, Suite 210
Delray Beach, Florida 33445
(561) 454-3500
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(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications on Behalf of the
Person(s) Filing Statement)
COPY TO:
Donn A. Beloff, Esq.
Akerman, Senterfitt & Eidson, P.A.
350 East Las Olas Boulevard, Suite 1600
Fort Lauderdale, Florida 33301
(954) 463-2700
CALCULATION OF FILING FEE
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TRANSACTION VALUATION AMOUNT OF FILING FEE
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$130,986* $26.20
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* Calculated solely for purposes of determining the filing fee in
accordance with Section 13(e)(3) of the Securities Exchange Act of 1934
and Rule 0-11 thereunder. This amount assumes the cancellation of all
options for which this offer is being made.
[X] 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, on the Form or Schedule and the date of its filing.
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Amount Previously Paid: $26.20 Filing Party: Outsource
International, Inc.
Form or Registration No.: Schedule TO Date Filed: September 29, 2000
Check the appropriate boxes below to designate any transactions to
which the statement relates:
[ ] third-party tender offer subject to Rule 14d-1.
[X] 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: [X]
This Amendment No. 1 amends the Tender Offer Statement on Schedule TO
filed on September 29, 2000 (as amended, the "Schedule TO"), relating to an
offer by Outsource International, Inc. to cancel (the "Offer"): all outstanding
options to purchase shares of its common stock, par value $.001 per share,
having an exercise price of $10.00 or more (the "Options") for cash in the
amount set forth on the cover page of the Offer to Cancel, dated September 29,
2000 (the "Offer to Cancel"), upon the terms and subject to the conditions set
forth in the Offer to Cancel, and the related Letter of Transmittal. Capitalized
terms used herein have the meanings assigned thereto in the Schedule TO.
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
The Offer expired at 12:00 midnight, New York City time, on Tuesday,
October 31, 2000. On October 31, 2000, Outsource International, Inc. accepted
for payment a total of 337,666 Options validly tendered pursuant to the Offer
and not withdrawn prior to the expiration of the Offer. The 337,666 Options
represent approximately 78% of the Options outstanding on October 31, 2000.
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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 Schedule TO is true, complete and
correct.
Outsource International, Inc.
November 8, 2000 By: /s/ Garry E. Meier
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Garry E. Meier
Chairman of the Board, Chief Executive
Officer and President
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