SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(RULE 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1)OF
THE SECURITIES EXCHANGE ACT OF 1934
Century Business Services, Inc.
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(Name of Subject Company (Issuer))
Century Business Services, Inc.
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(Name of Filing Person (Offeror))
Common Stock, Par Value $0.01 Per Share
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(Title of Class Securities)
156490104
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(CUSIP Number of Class of Securities)
Michael W. Gleespen
Corporate Secretary and General Counsel
Century Business Services, Inc.
6050 Oak Tree Blvd., South
Suite 330
Cleveland, OH 44131
(216) 447-9000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
With a copy to:
Paul A. Belvin, Esq.
Akin Gump Strauss Hauer & Feld LLP
1333 New Hampshire Avenue, N.W.
Washington, D.C. 20036
(202) 887-4000
CALCULATION OF FILING FEE
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Transaction Valuation* Amount of Filing Fee
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$37,500,000 $4,751.25
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* For purposes of calculating the filing fee only, this amount is based on the
purchase of 7,500,000 outstanding shares of Common Stock at the tender offer
price of $5.00 per share.
[ ] Check the 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: N/A Filing Party: : N/A
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Form or Registration No.: N/A Date Filed: : N/A
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[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
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: [ ]
This Tender Offer Statement on Schedule TO relates to the
offer by, Century Business Services, Inc. a Delaware corporation (the
"Purchaser"), to purchase up to 7,500,000 shares of its Common Stock, par value
$0.01 per share (the "Shares"), at a price of $5.00 per Share, net to the seller
in cash, without interest. The tender offer is being made upon and subject to
the terms and conditions set forth in the Offer to Purchase, dated March 4, 2004
(the "Offer to Purchase"), and the related Letter of Transmittal (the "Letter of
Transmittal"), which together, as each may be amended or supplemented from time
to time, constitute the "Offer."
This Tender Offer Statement on Schedule TO is intended to
satisfy the reporting requirements of Rule 13e-4 under the Securities Exchange
Act of 1934, as amended. The information contained in the Offer to Purchase and
the Letter of Transmittal, copies of which are attached to this Schedule TO as
Exhibits (a)(1)(i) and (a)(1)(ii), respectively, is incorporated herein by
reference in response to all of the items of this Schedule TO as more
particularly described below. Capitalized terms used herein but not otherwise
defined have the meaning ascribed to such terms in the Offer to Purchase.
ITEM 1. SUMMARY TERM SHEET.
The information set forth in the section of the Offer to
Purchase captioned "Summary Term Sheet" is incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
(a) and (b) The information set forth in the section of the
Offer to Purchase captioned "Section 10 - Certain Information Concerning CBIZ"
is incorporated herein by reference.
(c) The information set forth in the section of the Offer to
Purchase captioned "Section 8 -- Price Range of Shares; Dividends" is
incorporated herein by reference.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
(a) This Tender Offer Statement is filed by the Purchaser. The
information set forth in the section of the Offer to Purchase captioned "Section
11 -- Interest of Directors and Executive Officers; Transactions and Agreements
Concerning Shares" is incorporated herein by reference.
ITEM 4. TERMS OF THE TRANSACTION.
(a) The information set forth in the sections of the Offer to
Purchase captioned "Summary Term Sheet," "Section 1 -- Number of Shares;
Proration," "Section 3 -- Procedures for Tendering Shares," "Section 4 --
Withdrawal Rights," "Section 5 -- Purchase of Shares and Payment of Purchase
Price" and "Section 13 -- U.S. Federal Income Tax Consequences" and in the
Letter of Transmittal is incorporated herein by reference.
(b) The information set forth in the section of the Offer
to Purchase captioned "Section 2 -- Purpose of the Tender Offer; Plans and
Proposals" is incorporated herein by reference.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(e) The information set forth in the section of the Offer to
Purchase captioned "Section 11 -- Interest of Directors and Executive Officers;
Transactions and Agreements Concerning Shares" is incorporated herein by
reference.
ITEM 6. PURPOSE OF THE TRANSACTION AND PLANS OR PROPOSALS.
(a)-(c) The information set forth in the section of the Offer
to Purchase captioned "Section 2 -- Purpose of the Tender Offer; Plans and
Proposals" is incorporated herein by reference.
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) and (b) The information set forth in the section of the
Offer to Purchase captioned "Section 9 -- Source and Amount of Funds" is
incorporated herein by reference.
(d) The information set forth in the section of the Offer to
Purchase captioned "Section 10 -- Certain Information Concerning CBIZ" is
incorporated herein by reference.
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) and (b) The information set forth in the section of the
Offer to Purchase captioned "Section 11 -- Interest of Directors and Executive
Officers; Transactions and Arrangements Concerning Shares" is incorporated
herein by reference.
ITEM 9. PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED.
(a) The information set forth in the section of the Offer to
Purchase captioned "Section 15 -- Fees and Expenses" is incorporated herein by
reference.
ITEM 10. FINANCIAL STATEMENTS.
(a) and (b) Not applicable.
ITEM 11. ADDITIONAL INFORMATION.
The information set forth in the section of the Offer to
Purchase captioned "Section 12 -- Legal Matters; Regulatory Approvals" is
incorporated herein by reference.
(a) The information set forth in the Offer to Purchase is
incorporated herein by reference.
ITEM 12. EXHIBITS.
(a)(1)(i) Offer to Purchase.
(a)(1)(ii) Letter of Transmittal.
(a)(2) Not Applicable.
(a)(3) Not Applicable.
(a)(4) Not Applicable.
(a)(5)(i) Notice of Guaranteed Delivery.
(a)(5)(ii) Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(a)(5)(iii) Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.
(a)(5)(iv) Letter to Participants in the CBIZ Business Services Employee
Stock Investment Plan.
(a)(5)(v) Summary Advertisement published on March 4, 2004 in The New
York Times.
(a)(5)(vi) Press release dated March 4, 2004 announcing the commencement
of the Offer.
(b)(i) Amended and Restated Credit Agreement dated as of September 26,
2002 among Century Business Services, Inc., as Borrower, Bank of
America, N.A., as Agent, Issuing Bank and Swing Line Bank, and
other Financial Institutions Party Hereto (Incorporated by
reference to Exhibit 10.10 of Century Business Services, Inc.
Annual Report on Form 10-K filed on March 27, 2003 (Commission
File Number 0-25890)).
(b)(ii) Amendment No. 1 to the Amended and Restated Credit Agreement
executed and delivered as of June 6, 2003 by and among Century
Business Services, Inc., each of the Guarantors named as
signatories therein, the several financial institutions from
time to time party to the Amended and Restated Credit Agreement
and Bank of America, N.A., as administrative agent for the
Lenders (Incorporated by reference to Exhibit (b)(ii) of Century
Business Services, Inc. Schedule TO filed on June 10, 2003
(Commission File Number 0-25890)).
(b)(iii) Amendment No. 2 to the Amended and Restated Credit Agreement
executed and delivered March 3, 2004 by and among Century
Business Services, Inc., each of the Guarantors named as
signatories therein, the several financial institutions from
time to time party to the Amended and Restated Credit Agreement
as further amended by Amendment No. 1 thereto and Bank of
America, N.A., as administrative agent for the Lenders.
(d) Not applicable.
(g) Not applicable.
(h) Not applicable
Other Not applicable
ITEM 13. ADDITIONAL INFORMATION REQUIRED BY SCHEDULE 13e-3.
Not Applicable.
SIGNATURES
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.
CENTURY BUSINESS SERVICES, INC.
Dated: March 4, 2004
By: /s/ Michael W. Gleespen
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Name: Michael W. Gleespen
Title: Corporate Secretary and General Counsel
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
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(a)(1)(i) Offer to Purchase.
(a)(1)(ii) Letter of Transmittal.
(a)(5)(i) Notice of Guaranteed Delivery.
(a)(5)(ii) Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(a)(5)(iii) Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.
(a)(5)(iv) Letter to Participants in the CBIZ Business Services
Employee Stock Investment Plan.
(a)(5)(v) Summary Advertisement published on March 4, 2004 in the
New York Times.
(a)(5)(vi) Press release dated March 4, 2004 announcing the
commencement of the Offer.
(b)(i) Amended and Restated Credit Agreement dated as of
September 26, 2002 among Century Business Services, Inc.,
as Borrower, Bank of America, N.A., as Agent, Issuing Bank
and Swing Line Bank, and other Financial Institutions
Party Hereto (Incorporated by reference to Exhibit 10.10
of Century Business Services, Inc. Annual Report on Form
10-K filed on March 27, 2003 (Commission File Number
0-25890)).
(b)(ii) Amendment No. 1 to the Amended and Restated Credit
Agreement executed and delivered as of June 6, 2003 by and
among Century Business Services, Inc., each of the
Guarantors named as signatories therein, the several
financial institutions from time to time party to the
Amended and Restated Credit Agreement and Bank of America,
N.A., as administrative agent for the Lenders
(Incorporated by reference to Exhibit b)(ii) of Century
Business Services, Inc. Schedule TO filed on June 10, 2003
(Commission File Number 0-25890)).
(b)(iii) Amendment No. 2 to the Amended and Restated Credit
Agreement executed and delivered March 3, 2004 by and among
Century Business Services, Inc., each of the Guarantors
named as signatories therein, the several financial
institutions from time to time party to the Amended and
Restated Credit Agreement as further amended by Amendment
No. 1 thereto and Bank of America, N.A., as administrative
agent for the Lenders.