-----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, AWSSc4Mn/GPDvWJDfz0UjZ6ikTM3WTNGpZGm5o0Gt8S4qgg2kgk3gK2UJkguzyWt vprtVvZjHPHJMXhhrC9zuA== 0000950103-99-000448.txt : 19990524 0000950103-99-000448.hdr.sgml : 19990524 ACCESSION NUMBER: 0000950103-99-000448 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990521 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BORG WARNER SECURITY CORP CENTRAL INDEX KEY: 0000817945 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-DETECTIVE, GUARD & ARMORED CAR SERVICES [7381] IRS NUMBER: 133408028 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: SEC FILE NUMBER: 333-79041 FILM NUMBER: 99632073 BUSINESS ADDRESS: STREET 1: 200 S MICHIGAN AVE STREET 2: NULL CITY: CHICAGO STATE: IL ZIP: 60604 BUSINESS PHONE: 3123228500 MAIL ADDRESS: STREET 1: 200 S. MICHIGAN AVENUE CITY: CHICAGO STATE: IL ZIP: 60604 FORMER COMPANY: FORMER CONFORMED NAME: BORG WARNER CORP /DE/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: BORG WARNER HOLDINGS CORP DATE OF NAME CHANGE: 19880328 S-3 1 As filed with the Securities and Exchange Commission on May 21, 1999 Registration No. 333- =============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ----------------------- Borg-Warner Security Corporation (Exact name of registrant as specified in its charter) Delaware 13-3408028 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) ----------------------- 200 South Michigan Avenue Chicago, Illinois 60604 (312) 322-8500 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) ----------------------- Robert E. T. Lackey Vice President, General Counsel and Secretary Borg-Warner Security Corporation 200 South Michigan Avenue Chicago, Illinois 60604 (312) 322-8500 (Name, address, including zip code, and telephone number, including area code, of agent for service) ----------------------- Copies to: Charles S. Whitman, III Davis Polk & Wardwell 450 Lexington Avenue New York, New York 10017 (212) 450-4000 ----------------------- Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [X] If this Form is filed to register additional securities for an offering pursuant to Rule 462(c) under the Securities Act, please check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. [ ] _____ If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] _____ If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] CALCULATION OF REGISTRATION FEE ========================================================================================================================== Proposed Proposed Maximum Title of Each Class of Amount to be Maximum Aggregate Amount of Securities to be Registered(1) Registered(1) Offering Price(1) Offering Price(1) Registration Fee - -------------------------------------------------------------------------------------------------------------------------- Common Stock, par value $.01 per share.... 5,850,000 $ 17.34375 $ 101,460,938 $ 28,206 ==========================================================================================================================
(1) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(c) of the Securities Act of 1933, as amended (the "Securities Act"), based on the average high and low prices of the Common Stock on May 19, 1999 on the New York Stock Exchange, which was $1711/32 per share. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. =============================================================================== We will amend and complete the information in this prospectus. We may not sell any of these securities or accept your offer to buy any of them until the documentation filed with the SEC relating to these securities has been declared "effective" by the SEC. This prospectus is not an offer to sell these securities or our solicitation of your offer to buy these securities in any State or other jurisdiction where that would not be permitted or legal. SUBJECT TO COMPLETION, DATED MAY 21, 1999 PROSPECTUS , 1999 5,850,000 Shares Borg-Warner Security Corporation Common Stock ----------------------- This prospectus relates to the sale of up to 5,850,000 shares of common stock, par value $.01 per share, of Borg- Warner Security Corporation by several of our existing shareholders. ----------------------- The common stock is listed on the New York Stock Exchange under the symbol "BOR". On May 19, 1999, the last sale price of the common stock was $177/16 per share. ----------------------- Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. ----------------------- TABLE OF CONTENTS ----------------------- Page ----- About this Prospectus................................................... 3 Where You Can Find More Information..................................... 3 Special Note Regarding Forward-Looking Statements....................... 4 Use of Proceeds......................................................... 4 Borg-Warner Security Corporation........................................ 4 Market for Borg-Warner's Common Stock and Dividend Policy............... 4 Description of Capital Stock............................................ 5 Selling Shareholders.................................................... 5 Plan of Distribution.................................................... 6 Legal Matters........................................................... 8 Experts................................................................. 8 2 ABOUT THIS PROSPECTUS This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission utilizing a "shelf" registration process. Under this shelf process, the selling shareholders named in this prospectus may sell up to 5,850,000 shares of common stock from time to time. Each time any of these selling shareholders sells common shares, we will provide a prospectus supplement that will contain specific information about the terms of that offering. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement together with the additional information described under the heading "Where You Can Find More Information". WHERE YOU CAN FIND MORE INFORMATION We file annual, quarterly and special reports, proxy statements and other information with the Securities and Exchange Commission. Our SEC filings are available to the public over the Internet at the SEC's web site at http://www.sec.gov. You may also read and copy any document we file at the SEC's public reference rooms in Washington, D.C., New York, New York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. You may also read and copy these documents at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005. The SEC allows us to "incorporate by reference" the information we file with them, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus, and information that we file later with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below and any future filings we make with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 until the selling shareholders sell all of the securities covered by this prospectus: o Annual Report on Form 10-K for the year ended December 31, 1998 o Quarterly Report on Form 10-Q for the quarter ended March 31, 1999 o The description of our common stock, par value $.01 per share, contained in our registration statement on Form S-2 (No. 33-53480) filed previously with the SEC You may request a copy of these filings, at no cost, by writing or telephoning us at our principal executive offices at the following address: Borg-Warner Security Corporation 200 South Michigan Avenue Chicago, Illinois 60604 Attention: Corporate Secretary Tel: (312) 322-8500 You should rely only on the information incorporated by reference or provided in this prospectus or any prospectus supplement. We have not authorized anyone else to provide you with different information. Neither we nor the selling shareholders are making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus or any prospectus supplement is accurate as of any date other than the date on the front of these documents. We have also filed or incorporated by reference exhibits with the registration statement. You should read the exhibits carefully for provisions that may be important to you. 3 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS We are designating any statements in this prospectus that are not historical facts as "forward-looking statements" for the purpose of the safe harbor provided by Section 21E of the Exchange Act and Section 27A of the Securities Act. These forward-looking statements are necessarily estimates reflecting the best judgment of our senior management and involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. Such forward-looking statements should, therefore, be considered in light of the risk, uncertainties and other information listed in Exhibit 99 to our annual report on Form 10-K incorporated into this prospectus. See "Where You Can Find More Information." USE OF PROCEEDS We will not receive any proceeds from the sale of these shares. BORG-WARNER SECURITY CORPORATION We are North America's largest supplier of contract guard and related security services. As a result of our significant market presence, breadth of product offerings and strategic alliances, we are well positioned to service local, multi-location and national accounts and provide total security solutions to our customers. We provide guard services, as well as background screening, contract employment and investigative services, to approximately 14,000 clients in the United States, Canada, United Kingdom and Colombia. We service these clients with approximately 73,000 employees in approximately 300 offices under the Wells Fargo(R), Burns(R), Globe(R) and other service marks. On May 4, 1999, we announced that, subject to shareholder approval, we plan to change our name to Burns International Services Corporation. Our headquarters is at 200 South Michigan Avenue, Chicago, Illinois 60604, where our telephone number is (312) 322-8500. MARKET FOR BORG-WARNER'S COMMON STOCK AND DIVIDEND POLICY As of April 30, 1999, there were approximately 150 holders of record of the common stock. We have neither paid nor declared any cash dividends on our common stock during the last two years. The payment of dividends by us is prohibited under the terms of some of our debt instruments. We currently intend to retain earnings for acquisitions, working capital, capital expenditures, general corporate purposes and reduction of outstanding indebtedness. Accordingly, we do not expect to be able to nor do we expect to pay cash dividends in the foreseeable future. High and low sales prices (as reported on the New York Stock Exchange composite tape) for the common stock for each quarter during 1997 and 1998 were: Quarter Ended High Low ------------- ---------- --------- 1997 March 31 $ 15 1/8 $ 10 1/8 June 30 18 13 3/4 September 19 9/16 16 1/8 4 Quarter Ended High Low ------------- ---------- --------- December 31 19 3/4 15 1/4 1998 March 31 19 7/16 15 5/16 June 30 24 3/4 17 7/8 September 30 23 1/16 13 1/4 December 31 20 1/16 13 1/16 1999 March 31 20 9/16 14 11/16 June 30 (through May 19) 18 7/8 15 1/2 DESCRIPTION OF CAPITAL STOCK The following table shows our authorized and outstanding capital stock at April 30, 1999: Number of Shares Number of Shares Authorized Outstanding ---------------- ---------------- Common Stock......................... 50,000,000 23,981,816 Preferred Stock..................... 2,000 0 In addition, as of April 30, 1999, we had issued options to purchase 2,685,400 shares. On April 19, 1999, we agreed to buy-back 4,350,000 shares of the common stock from several of the selling shareholders. See "Selling Shareholders". Common Stock Each share of common stock entitles the holder to one vote in the election of directors and all other matters submitted to a vote of our shareholders. Holders of common stock do not have cumulative voting rights. Holders of shares of common stock are entitled to receive cash dividends when, as and if declared by our board of directors out of funds legally available for the payment of dividends. However, we do not expect to pay cash dividends in the forseeable future. In addition, some of our debt instruments restrict our ability to pay dividends on its capital stock. If we issue any preferred stock, the holders of that preferred stock will be entitled to receive their dividends before any dividends are paid on shares of common stock. If we are liquidated, each share of common stock will share equally in any assets available for distribution after payment in full of all other claims on our assets, including any liquidation preference payable to holders of any preferred stock outstanding at the time of liquidation. Holders of shares of common stock have no preemptive rights to purchase additional shares of common stock or any other securities of ours. All of the outstanding shares of common stock are fully paid and non-assessable. The transfer agent for the common stock is The Bank of New York. We have incorporated by reference the detailed description of our common stock into this prospectus. You should also read that description as well as our Certificate of Incorporation, which we have filed as an exhibit to our annual report on Form 10-K, for other provisions that may be important to you. See "Where You Can Find More Information". 5 SELLING SHAREHOLDERS The shares being offered by this prospectus may be offered by the shareholders listed below or by pledgees, donees, transferees or other successors in interest that receive such shares as a gift, partnership distribution or other non-sale related transfer. Percentage of Outstanding Shares Owned Stock prior to Shares prior to Share Share Buy- Shares Sold Maximum Owned Buy-back and back and the In Share Amount After the the Offering Offering Buy-Back Offered Offering** -------------- -------------- ----------- ------- ---------- Merrill Lynch KECALP L.P. 1986................... 40,000 * -- 40,000 0 Merrill Lynch KECALP L.P. 1987................... 200,000 * -- 200,000 0 Merchant Banking L.P. No. I...................... 500,000 2.1% 263,317 236,683 0 ML Venture Partners II, L.P...................... 500,000 2.1% -- 500,000 0 Merrill Lynch Capital Appreciation Partnership No. VIII, L.P................................. 6,628,615 27.7% 3,490,856 3,137,759 0 ML Offshore LBO Partnership No. VIII............. 168,524 * 88,751 79,773 0 ML Employees LBO Partnership No. I, L.P.......... 164,779 * 86,778 78,001 0 ML IBK Positions, Inc............................ 1,998,082 8.4% 420,298 1,577,784 0 ---------- ---- --------- --------- - 10,200,000 42.7% 4,350,000 5,850,000 0 ========== ==== ========= ========= =
- --------- * Represents less than one percent. ** Assuming all the shares are sold. On April 19, 1999, we entered into a stock purchase agreement with Merchant Banking L.P. No. 1, Merrill Lynch Capital Appreciation Partnership No. VIII, L.P., ML Offshore LBO Partnership No. I, L.P. and ML IBK Positions, Inc. pursuant to which we agreed to buy back 4,350,000 shares of our common stock from those selling shareholders at a purchase price of $18.375 per share, subject to our obtaining necessary consents from our lending banks and holders of our outstanding senior subordinated notes. The closing is expected to occur prior to July 20, 1999. The selling shareholders may sell all or part of the shares covered by this prospectus and as a result no estimate can be given as to the number of shares that will be held by any selling shareholder upon the termination of any offering made by this prospectus. The selling shareholders acquired the shares being offered by this prospectus in connection with a leveraged buy-out of our predecessor company in 1987. In 1993, we completed our initial public offering, including the listing of our shares on the New York Stock Exchange, and once again became a public company. As indicated above, on April 19, 1999 we agreed to purchase 4,350,000 shares of our common stock, and to use commercially reasonable efforts to file a registration statement with the SEC to enable the selling shareholders to sell their remaining shares in one or more transactions. We expect to execute a registration rights agreement in connection with the closing of the share purchase. Messrs. Burke, Fitzgibbons and Michas, three of our directors, are also directors of Merrill Lynch Capital Partners Inc., which manages Merrill Lynch Capital Appreciation Partnership No. VIII, L.P. and ML Offshore LBO Partnership No. VIII. Pursuant to the stock purchase agreement, one of these three directors will resign from our board on the first anniversary of the closing of the share purchase, and the other two on the second and third anniversaries, respectively. 6 PLAN OF DISTRIBUTION The selling shareholders may distribute the shares covered by this prospectus from time to time in one or more of the following transactions: o through brokers, acting as principal or agent, in transactions (which may involve block transactions) on the New York Stock Exchange, in the over-the-counter market or through private sales or special offerings o to underwriters who will acquire the shares for their own account and resell them in one or more transactions o to lenders, if the selling shareholders have pledged shares as collateral to secure loans, credit or other financing arrangements and the creditor forecloses on the shares o put or call options written by the selling shareholders on the shares o short sales of shares or o any other legally available means. The price at which any of the shares are sold in any of the transactions described above will be negotiated at the time of transaction and may be based on the market price of the shares at that time. Underwriters or other agents participating in an offering made pursuant to this prospectus (as amended or supplemented from time to time) may receive underwriting discounts and commissions under the Securities Act, and they may allow or reallow discounts or concessions to other dealers. Brokers or agents participating in transactions described by this prospectus may receive brokerage or agent's commissions or fees. The selling shareholders may sell shares to or through broker-dealers who may receive compensation in the form of discounts, concessions or commissions from the selling shareholders and/or the purchasers of the shares and that compensation might be in excess of customary commissions. At the time a particular offering of any shares is made with this prospectus, to the extent required by law, we will prepare and deliver a prospectus supplement setting forth the amount of shares being offered and the terms of the offering, including the purchase price or public offering price, the name or names of any underwriters, dealers or agents, the purchase price paid by any underwriter for any shares purchased from the selling shareholders, any discounts, commissions and other items constituting compensation from the selling shareholders and any discounts, commissions or concessions allowed or filed or paid to dealers. We have been advised that, as of the date hereof, the selling shareholders have made no arrangement with any broker for the sale of their shares. The selling shareholders and any underwriters, brokers or dealers involved in the sale of the shares may be considered "underwriters" as that term is defined by the Securities Act, although the selling shareholders disclaim such status. We may agree in the registration rights agreement or in an underwriting agreement to indemnify the selling shareholders, their officers, directors, partners, and agents, any underwriter and each person or entity who controls such selling shareholder or underwriter, against certain liabilities which may be incurred in connection with the sale of the shares under this prospectus. In addition, the selling shareholders may agree to indemnify us against certain liabilities. The registration rights agreement or underwriting agreement may also provide for rights of contribution if indemnification is not available. 7 If Merrill, Lynch, Pierce, Fenner & Smith Incorporated, an affiliate of some of the selling shareholders, participates in any offering of our shares, that offering will be conducted in compliance with Section 2720 of the Conduct Rules of the National Association of Securities Dealers, Inc. LEGAL MATTERS Davis Polk & Wardwell, New York, New York will pass upon the validity of the shares of common stock for us. Arthur F. Golden, one of our directors, is a partner of Davis Polk & Wardwell. EXPERTS The financial statements and the related financial statement schedule incorporated in this prospectus by reference from our Annual Report on Form 10-K for the year ended December 31, 1998, have been audited by Deloitte & Touche LLP, independent auditors, as stated in their reports, which are incorporated herein by reference, and have been so incorporated in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing. 8 PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 14. Other Expenses of Issuances and Distribution The following table sets forth the fees and expenses payable by the Registrant in connection with the issuance and distribution of the securities other than underwriting discounts and commissions. All of such expenses except the Securities and Exchange Commission registration fee are estimated: Securities and Exchange Commission registration fee................. $28,206 Blue Sky fees and expenses.......................................... * Printing expense.................................................... * Accounting fees and expenses........................................ * Legal fees and expenses............................................. * National Association of Securities Dealers Inc. filing fee.......... * Miscellaneous.......................................................-------- Total..........................................................$ * ======== - --------- * Estimated. To be filed by amendment. Item 15. Indemnification of Directors and Officers Reference is made to Section 102(b)(7) of the Delaware General Corporation Law (the "DGCL"), which enables a corporation in its original certificate of incorporation or an amendment thereto to eliminate or limit the personal liability of a director for violations of the director's fiduciary duty, except (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the DGCL (providing for liability of directors for the unlawful payment of dividends or unlawful stock purchases or redemptions) or (iv) for any transaction from which a director derived an improper personal benefit. Section 145 of the DGCL empowers the Company to indemnify, subject to the standards set forth therein, any person in connection with any action, suit or proceeding brought before or threatened by reason of the fact that the person was a director, officer, employee or agent of such company, or is or was serving as such with respect to another entity at the request of such company. The DGCL also provides that the Company may purchase insurance on behalf of any such director, officer, employee or agent. Our Amended and Restated Certificate of Incorporation provides in effect for the indemnification by us of each of our directors and officers to the fullest extent permitted by applicable law. Item 16. Exhibits Exhibit Description ------- ----------- 4.1 Stock Purchase Agreement dated as of April 19, 1999* 5.1 Opinion of Davis Polk & Wardwell* 11.1 Statement regarding computation of per share earnings* 23.1 Consent of Deloitte & Touche LLP 23.2 Consent of Davis Polk & Wardwell (included in Exhibit 5.1)* 24.1 Powers of Attorney (included on the signature page of the Registration Statement) - --------- * To be filed by amendment. Item 17. Undertakings The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement; (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that the undertakings set forth in paragraph (i) and (ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrants pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post- effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from the registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described in Item 15 above or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction in the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. II-2 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, Borg-Warner Security Corporation certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on May 21, 1999. BORG-WARNER SECURITY CORPORATION By: /s/ Timothy M. Wood --------------------------------- Name: Timothy M. Wood Title: Vice President, Finance The registrant and each person whose signature appears below constitutes and appoints Timothy M. Wood and Robert E. T. Lackey, and any agent for service named in this registration statement and each of them, his, her or its true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him, her or it and in his, her, or its name, place and stead, in any and all capacities, to sign and file any and all amendments (including post-effective amendments) to this registration statement, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he, she, or it might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the Requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date --------- ----- ---- /s/ J. Joe Adorjan Chairman of the Board and - ------------------------ Director J. Joe Adorjan /s/ John A. Edwardson Chief Executive Officer and - ------------------------ President John A. Edwardson (Principal Executive Officer) /s/ Timothy M. Wood Vice President, Finance - ------------------------ (Principal Financial and Timothy M. Wood Accounting Officer) /s/ James J. Burke, Jr. Director - ------------------------ James J. Burke, Jr. II-3 Signature Title Date --------- ----- ---- /s/ Albert J. Fitzgibbons, III Director - ------------------------------- Albert J. Fitzgibbons, III /s/ Arthur F. Golden Director - ------------------------------- Arthur F. Golden /s/ Arthur F. Golden Director - ------------------------------- Arthur F. Golden /s/ Robert A. McCabe Director - ------------------------------- Robert A. McCabe /s/ Andrew McNally IV Director - ------------------------------- Andrew McNally IV /s/ Alexis P. Michas Director - ------------------------------- Alexis P. Michas - ------------------------------- Director H. Norman Schwartzkopf /s/ Donald C. Trauscht Director - ------------------------------- Donald C. Trauscht II-4 EXHIBIT INDEX Exhibit No. Description ------- ----------- 4.1 Stock Purchase Agreement dated as of April 19, 1999* 5.1 Opinion of Davis Polk & Wardwell* 11.1 Statement regarding computation of per share earnings* 23.1 Consent of Deloitte & Touche LLP 23.2 Consent of Davis Polk & Wardwell (included in Exhibit 5.1)* 24.1 Powers of Attorney (included on the signature page of the Registration Statement) - --------- * To be filed by amendment. E-1 EX-23.1 2 INDEPENDENT AUDITORS' CONSENT Exhibit 23.1 INDENPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Borg-Warner Security Corporation on Form S-3 of our reports dated February 2, 1999, appearing in and incorporated by reference in the Annual Report on Form 10-K of Borg-Warner Security Corporation for the year ended December 31, 1998, and to the reference to us under the heading "Experts" in the Prospectus, which is part of this Registration Statement. DELOITTE & TOUCHE LLP Chicago, Illinois May 21, 1999 -----END PRIVACY-ENHANCED MESSAGE-----