SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(RULE 13e-4)
TENDER OFFER STATEMENT UNDER SECTION 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 1
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
Underlying Common Stock)
Michael W. Gleespen
Corporate Secretary and General Counsel
Century Business Services, Inc.
6480 Rockside Woods Blvd., South
Suite 330
Cleveland, Ohio 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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$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 shares of outstanding 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: | |
This Amendment No. 1 amends and supplements the Tender Offer
Statement on Schedule TO filed with the Securities and Exchange Commission on
June 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 between $3.00 and $3.30 per Share, net to the seller
in cash without interest, upon the terms and subject to the conditions described
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) and
(a)(2), respectively.
ITEM 2. SUBJECT COMPANY INFORMATION.
The section of the Offer to Purchase captioned "10 - Certain
Information Concerning CBIZ" is hereby amended by restating the second paragraph
under the subparagraph entitled "Incorporation by Reference" to read as follows:
CBIZ's annual report on Form 10-K for the fiscal year ended
December 31, 2002, filed with the Securities and Exchange Commission on March
27, 2003, its quarterly report on Form 10-Q for the quarter ended March 31,
2003, filed with the Securities and Exchange Commission on May 15, 2003, and its
Proxy Statement on Schedule 14A, filed with the Securities and Exchange
Commission on March 27, 2003, shall be deemed incorporated herein by reference
and shall be deemed to be a part hereof.
ITEM 4. TERMS OF THE TRANSACTION.
The section of the Offer to Purchase captioned "1 - Number of
Shares; Proration" is hereby amended by deleting the second paragraph under the
subsection captioned "Odd Lots."
The section of the Offer to Purchase captioned "7 - Conditions
of the Tender Offer" is hereby amended by restating subparagraph (1) to read as
follows:
there shall have been threatened, instituted or pending any
action or proceeding by any government or governmental, regulatory or
administrative agency, authority or tribunal or any other person, domestic or
foreign, before any court, authority, agency or tribunal that directly or
indirectly (a) challenges the making of the tender offer, the acquisition of
some or all of the shares under the tender offer or otherwise relates in any
manner to the tender offer, or (b) in CBIZ's reasonable judgment, could
materially and adversely affect the business, condition (financial or
otherwise), income, operations or prospects of CBIZ and its subsidiaries, taken
as a whole, or otherwise materially impair in any way the contemplated future
conduct of the business of CBIZ or any of its subsidiaries or materially impair
CBIZ's ability to purchase up to 14,000,000 shares in the tender offer;
The section of the Offer to Purchase captioned "7 - Conditions
of the Tender Offer" is hereby amended by restating subparagraph (2) to read as
follows:
there shall have been any action threatened, pending or taken,
or approval withheld, or any statute, rule, regulation, judgment, order or
injunction threatened, proposed, sought, promulgated, enacted, entered, amended,
enforced or deemed to be applicable to the tender offer or CBIZ or any of its
subsidiaries, by any court or any authority, agency or tribunal that, in CBIZ's
reasonable judgment, would or might, directly or indirectly, (a) make the
acceptance for payment of, or payment for, some or all of the shares illegal or
otherwise restrict or prohibit completion of the tender offer, (b) delay or
restrict the ability of CBIZ, or render CBIZ unable, to accept for payment or
pay for some or all of the shares, or (c) materially and adversely affect the
business, condition (financial or otherwise), income, operations or prospects of
CBIZ and its subsidiaries, taken as a whole, or otherwise materially impair in
any way the contemplated future conduct of the business of CBIZ or any of its
subsidiaries;
The section of the Offer to Purchase captioned "7 - Conditions
of the Offer" is hereby amended by restating subparagraph (7) to read as
follows:
any change or changes have occurred or are threatened in CBIZ
or CBIZ's subsidiaries' business, condition (financial or otherwise), assets,
income, operations, prospects or stock ownership that, in the reasonable
judgment of CBIZ, materially impairs CBIZ's ability to purchase up to 14,000,000
shares in the tender offer;
The section of the Offer to Purchase captioned "13 - U.S.
Federal Income Tax Consequences" is hereby amended by deleting the first
sentence of the last paragraph of the section.
The Letter of Transmittal is hereby amended by restating
subparagraph (d) on page 5 of the Letter of Transmittal to read as follows:
the undersigned agrees to all of the terms of the tender offer.
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.
CENTURY BUSINESS SERVICES, INC.
/s/ Michael W. Gleespen
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By: Michael W. Gleespen
Title: Corporate Secretary and General Counsel
Date: June 26, 2003