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
AMENDMENT NO. 3
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.
6480 Rockside Woods Blvd., South
Suite 330
Cleveland, Ohio 44134
(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
Transaction Valuation* Amount of Filing Fee
- ---------------------------------------- --------------------------------------
$46,200,000 $3,738.58
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* For purposes of calculating the filing fee only, this amount is based on the
purchase of 14,000,000 outstanding shares of Common Stock at the tender offer
price of $3.30 per share.
|X| 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: $3,738.58 Filing Party: Century Business Services, Inc.
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Form or Registration No.: Schedule TO Date Filed: June 10, 2003
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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: |X|
This Amendment No. 3 amends and supplements the Tender Offer
Statement on Schedule TO filed with the Securities and Exchange Commission on
June 10, 2003, as amended by Amendment No. 1 thereto filed with the Commission
on June 26, 2003 and Amendment No. 2 thereto filed with the Commission on July
10, 2003 (the "Schedule TO") by Century Business Services, Inc., a Delaware
corporation (the "Company"), in connection with the offer by the Company to
purchase up to 14,000,000 shares of its common stock, par value $0.01 per share
(the "Shares"), at a price not less than $3.00 and not greater than 3.30 per
Share, net to the seller in cash, without interest and subject to the terms and
conditions set forth in the Offer to Purchase, dated June 10, 2003 (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" and which are appended to and filed with the
Schedule TO as Exhibits (a)(1)(i) and (a)(1)(ii), respectively. Capitalized
terms used herein but not otherwise defined have the meaning ascribed to such
terms in the Offer to Purchase.
ITEM 4. TERMS OF THE TRANSACTION
Item 4 is hereby amended and supplemented by adding the
following language:
The tender offer expired on at 5:00 p.m., New York City time,
on July 9, 2003. A total of 9,931,738 shares were properly tendered and not
properly withdrawn at prices not greater than $3.30 nor less than $3.00 per
share prior to the expiration of the tender offer. CBIZ accepted for payment a
total of 9,931,738 shares at a purchase price of $3.30 per share.
ITEM 11. ADDITIONAL INFORMATION
Item 11 is hereby amended and supplemented by adding the
following information:
On July 16, 2003, the Company issued a press release
announcing the final results of the tender offer, which expired on July 9, 2003.
A copy of the press release is filed as Exhibit (a)(5)(viii) to the Schedule TO
and is incorporated herein by reference.
ITEM 12. EXHIBITS
Item 12 is hereby amended and supplemented to add thereto the
following:
EXHIBIT NUMBER DESCRIPTION
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(a)(5)(viii) Press release dated July 16, 2003.
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.
By: /s/ Michael W. Gleespen
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Name: Michael W. Gleespen
Title: Corporate Secretary and General Counsel
Dated: July 16, 2003
Exhibit (a)(5)(viii)
CBIZ ANNOUNCES FINAL RESULTS
OF ITS MODIFIED DUTCH AUCTION TENDER OFFER
Cleveland, Ohio (July 16, 2003)--CBIZ (Century Business Services, Inc.) (NASDAQ:
CBIZ) today announced the final results of its modified Dutch Auction tender
offer, which expired at 5:00 p.m. New York City time, on July 9, 2003. CBIZ will
purchase 9,931,738 shares of its common stock at a purchase price of $3.30 per
share, or a total cost of approximately $32.8 million. Based on the final count
by Fifth Third Bank, the depositary for the tender offer, 9,931,738 shares of
common stock were properly tendered and not withdrawn at prices between $3.00
and $3.30 per share (including shares tendered by holders that indicated in
their Letter of Transmittal that such holders were willing to accept the price
determined in the tender offer).
Payment for shares validly tendered and accepted for purchase, and the return of
all other shares tendered but not accepted for payment, will be made promptly by
Fifth Third Bank.
As a result of the completion of the tender offer, CBIZ expects to have
approximately 86,081,504 shares of common stock outstanding. Subject to
applicable law, CBIZ may in the future purchase up to 5,068,262 additional
shares under its previously announced share repurchase program authorizing the
repurchase of up to 15 million shares by December 31, 2003, although CBIZ and
its affiliates are prohibited from repurchasing shares until after July 23,
2003.
Any questions with regard to the tender offer may be directed to D.F. King at
(212) 269-5550 (banks and brokerage firms) or (800) 431-9642 (all others).
CBIZ is a provider of outsourced business services to small and medium-sized
companies throughout the United States. As the largest benefits specialist, the
ninth-largest accounting company, and one of the ten largest valuation and
medical practice management companies in the United States, CBIZ provides
integrated services in the following areas: accounting and tax; employee
benefits; wealth management; property and casualty insurance; payroll; IS
consulting; and HR consulting. CBIZ also provides valuation; litigation
advisory; government relations; commercial real estate advisory; wholesale life
and group insurance; healthcare consulting; medical practice management;
worksite marketing; and capital advisory services. These services are provided
throughout a network of more than 160 Company offices in 33 states and the
District of Columbia.
Forward-looking statements in this release are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements are subject to certain risks and uncertainties that
could cause actual results to differ materially from those projected. Such risks
and uncertainties include, but are not limited to, the Company's ability to
adequately manage its growth; the Company's dependence on the current trend of
outsourcing business services; the Company's dependence on the services of its
CEO and other key employees; competitive pricing pressures; general business and
economic conditions; and changes in governmental regulation and tax laws
affecting its insurance business or its business services operations. A more
detailed description of such risks and uncertainties may be found in the
Company's filings with the Securities and Exchange Commission.
For further information regarding CBIZ, call the Investor Relations Office
at (216) 447-9000 or visit www.cbiz.com.
