-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SOmDfWczAam35lzJPFLnr+ikCXhh/U06icgAWqHbWPF6f/pL5FWqI5pdM34hOkFA e7I7rEssqVlf575wst6xBg== 0000899140-99-000214.txt : 19990329 0000899140-99-000214.hdr.sgml : 19990329 ACCESSION NUMBER: 0000899140-99-000214 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990326 GROUP MEMBERS: SECURITAS AB GROUP MEMBERS: SECURITAS ACQUISITION CORP. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PINKERTONS INC CENTRAL INDEX KEY: 0000078666 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-DETECTIVE, GUARD & ARMORED CAR SERVICES [7381] IRS NUMBER: 135318100 STATE OF INCORPORATION: DE FISCAL YEAR END: 1227 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-43265 FILM NUMBER: 99573474 BUSINESS ADDRESS: STREET 1: 15910 VENTURE BLVD STE 900 CITY: ENCINO STATE: CA ZIP: 91436-3095 BUSINESS PHONE: 8183808800 MAIL ADDRESS: STREET 1: 15910 VENTURA BLVD., SUITE 900 CITY: ENCINO STATE: CA ZIP: 91436-2810 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PINKERTONS INC CENTRAL INDEX KEY: 0000078666 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-DETECTIVE, GUARD & ARMORED CAR SERVICES [7381] IRS NUMBER: 135318100 STATE OF INCORPORATION: DE FISCAL YEAR END: 1227 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-43265 FILM NUMBER: 99573475 BUSINESS ADDRESS: STREET 1: 15910 VENTURE BLVD STE 900 CITY: ENCINO STATE: CA ZIP: 91436-3095 BUSINESS PHONE: 8183808800 MAIL ADDRESS: STREET 1: 15910 VENTURA BLVD., SUITE 900 CITY: ENCINO STATE: CA ZIP: 91436-2810 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SECURITAS AB CENTRAL INDEX KEY: 0001080260 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: V7 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 70 LINDHAGENSPLAN STREET 2: PO BOX 12307 CITY: STOCKHOLM BUSINESS PHONE: 0014686577400 MAIL ADDRESS: STREET 1: 70 LINDHAGENSPLAN STREET 2: PO BOX 12307 STOCKHOLM SWEDEN SE 10228 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SECURITAS AB CENTRAL INDEX KEY: 0001080260 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: V7 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 70 LINDHAGENSPLAN STREET 2: PO BOX 12307 CITY: STOCKHOLM BUSINESS PHONE: 0014686577400 MAIL ADDRESS: STREET 1: 70 LINDHAGENSPLAN STREET 2: PO BOX 12307 STOCKHOLM SWEDEN SE 10228 SC 14D1/A 1 AMENDMENT NO. 3 TO SCHEDULES 14D1 AND 13D - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------- SCHEDULE 14D-1 TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3 - Final Amendment) and SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3 - Final Amendment) ----------- PINKERTON'S, INC. (Name of Subject Company) SECURITAS AB SECURITAS ACQUISITION CORP. (Bidders) ----------- Common Stock, Par Value $0.001 Per Share (and Associated Purchase Rights) (Title of Class of Securities) ----------- 723429 10 6 (CUSIP Number of Class of Securities) ----------------------------------- Mr. Thomas Berglund Securitas AB Securitas Acquisition Corp. 70 Lindhagensplan, P.O. Box 12307 S-102 28 Stockholm, Sweden Telephone: 46 8 657 74 00 (Name, Address and Telephone Number of Person authorized to Receive Notices and Communications on Behalf of the Bidder) With a copy to: Steven J. Gartner, Esq. Willkie Farr & Gallagher 787 Seventh Avenue New York, New York 10019-6099 Telephone: (212) 728-8000 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 14D-1 and 13D CUSIP NO. 723429 10 6 1. NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Securitas Acquisition Corp. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS AF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) OR 2(f) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,157,501 8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES [ ] 9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 99.3% 10. TYPE OF REPORTING PERSON CO 2 14D-1 and 13D CUSIP NO. 723429 10 6 1. NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Securitas AB 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS BK 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) OR 2(f) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Sweden 7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,157,501 8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES [ ] 9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 99.3% 10. TYPE OF REPORTING PERSON CO 3 This Amendment No. 3 amends and supplements the Tender Offer Statement on Schedule 14D-1 (as amended, the "Statement") filed with the Securities and Exchange Commission on February 26, 1999 by Securitas AB, a Swedish corporation ("Securitas"), and Securitas Acquisition Corp., a Delaware corporation and an indirect wholly owned subsidiary of Securitas ("Purchaser"), and amended by Amendment No. 1 filed on March 11, 1999 and Amendment No. 2 filed on March 18, 1999. The Statement relates to the offer by Purchaser to purchase all of the outstanding shares of common stock, par value $0.001 per share (the "Company Common Stock"), including the associated rights to purchase Series A Junior Participating Preferred Stock (the "Rights" and, together with the Company Common Stock, the "Shares"), of Pinkerton's, Inc., a Delaware corporation (the "Company"), at $29.00 per Share, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated February 26, 1999 (as amended or supplemented, the "Offer to Purchase"), a copy of which is attached to the Statement as Exhibit (a)(1), and in the related Letter of Transmittal, a copy of which is attached to the Statement as Exhibit (a)(2) (which, as amended or supplemented from time to time, together constitute the "Offer"). The Statement is also a Statement on Schedule 13D of Securitas and Purchaser. This Amendment No. 3 also constitutes Amendment No. 3 to such Schedule 13D. Unless otherwise indicated herein, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Offer to Purchase. ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY. The information set forth in Item 6 of the Statement is hereby amended and supplemented by amending and supplementing "Section 9-Certain Information Concerning Purchaser and Securitas" of the Offer to Purchase as follows: The Offer expired at 12:00 Midnight, New York City time, on Thursday, March 25, 1999. Based on information provided by the Depositary, 12,157,501 Shares or 99.3% of the outstanding Shares were validly tendered and not withdrawn pursuant to the Offer (including 99,035 Shares tendered by means of guaranteed delivery) at the expiration of the Offer. Purchaser has accepted for payment, and has notified the Depositary to promptly pay for the tendered and accepted Shares, in accordance with the Offer. On March 26, 1999, Securitas issued a press release, a copy of which is attached hereto as Exhibit (a)(9) and incorporated herein by reference. Securitas and Purchaser intend to complete the acquisition of the remaining Shares by promptly merging Purchaser with and into the Company in accordance with Delaware's short form merger provisions. ITEM 11. MATERIALS TO BE FILED AS EXHIBITS. The list of exhibits in Item 11 of the Statement is hereby amended and supplemented by adding the following exhibit: (a)(9) Press Release of Securitas, dated March 26, 1999. 4 SIGNATURE After due inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: March 26, 1999 SECURITAS ACQUISITION CORP. By: /s/ Hakan Winberg ------------------------------- Name: Hakan Winberg Title: Vice President SECURITAS AB By: /s/ Hakan Winberg -------------------------------- Name: Hakan Winberg Title: Executive Vice President and Chief Financial Officer 5 INDEX TO EXHIBITS Exhibit Sequential Page No. - ------- -------------------- (a)(9) Press Release of Securitas, dated March 26, 1999. 6 EX-99 2 PRESS RELEASE (Letterhead of MacKenzie Partners, Inc.) FOR IMMEDIATE RELEASE: SECURITAS AB ANNOUNCES COMPLETION OF TENDER OFFER FOR PINKERTON'S, INC. Stockholm, Sweden, March 26, 1999 - Securitas AB announced today that its wholly owned subsidiary, Securitas Acquisition Corp., has accepted for payment approximately 12,157,500 shares of common stock of Pinkerton's, Inc. (NYSE: PKT), representing approximately 99.3% of the outstanding shares of Pinkerton's, Inc. (including approximately 99,000 tendered by means of guaranteed delivery), at $29.00 per share in cash in accordance with its tender offer for all outstanding shares of Pinkerton's, Inc. Approximately 94,000 shares of Pinkerton's, Inc. were not tendered and remain outstanding. The tender offer expired at 12:00 Midnight, New York City time on Thursday, March 25, 1999. Securitas AB intends to promptly merge Securitas Acquisition Corp. with and into Pinkerton's, Inc. in accordance with Delaware's short form merger provisions. As a result of the merger, Pinkerton's, Inc. will become an indirect, wholly owned subsidiary of Securitas AB and each remaining outstanding share of Pinkerton's, Inc. will be converted, subject to appraisal rights, into the right to receive $29.00 in cash, without interest. Pinkerton's, Inc. is the second largest operator in the U.S. guard services industry and has 250 offices and 48,000 employees throughout the United States, Canada, Mexico, Europe and Asia. Pinkerton's, Inc. has about 5,000 clients to which it offers guard services, alarm installation and monitoring and security consulting and investigative services. Securitas AB is the leading European Security Company and operates in sixteen European countries. Annual sales in 1998 amounted to SEK 13.7 billion (US$ 1.8 billion). Securitas AB has more than 66,000 employees. France, Germany and Sweden are its largest countries of operation. Contacts: Thomas Berglund, President and CEO Amund Skarholt, Executive Vice President and COO Hakan Winberg, Executive Vice President and CFO Camilla Weiner, Manager, Investor Relations Telephone: 46 8 657 74 00 -----END PRIVACY-ENHANCED MESSAGE-----