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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$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 shares of outstanding Common Stock at the tender offer
price of $5.00 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: $4,751.25 Filing Party: Century Business Services, Inc.
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Form or Registration No.: Schedule TO Date Filed: March 4, 2004
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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 March 4,
2004 (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 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, upon the terms and subject to the conditions described 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" and which are
appended to and filed with the Schedule TO as Exhibits (a)(1)(i) and (a)(2)(ii),
respectively.
ITEM 2. SUBJECT COMPANY INFORMATION.
The section of the Offer to Purchase captioned "10 - Certain
Information Concerning CBIZ" is hereby amended by including at the end of the
subparagraph entitled "Available Information" the following:
CBIZ's filings with the Securities and Exchange Commission are also
available on its website, http://cbiz.com.
The section of the Offer to Purchase captioned "10 - Certain
Information Concerning CBIZ" is hereby amended by deleting the two paragraphs
under the subparagraph captioned "Incorporation by Reference."
ITEM 4. TERMS OF THE TRANSACTION.
The section of the Offer to Purchase captioned "7 - Conditions of the
Tender Offer" is hereby amended by restating the last paragraph of the section
to read as follows:
The foregoing conditions are for the sole benefit of CBIZ and may be
asserted by CBIZ regardless of the circumstances giving rise to any of these
conditions, and may be waived by CBIZ, in whole or in part, at any time and from
time to time, before the expiration date, in its sole discretion. CBIZ's failure
at any time to exercise any of the foregoing rights shall not be deemed a waiver
of any of these rights, and each of these rights shall be deemed an ongoing
right that may be asserted at any time and from time to time, before the
expiration date. In certain circumstances, if CBIZ waives any of the conditions
described above, CBIZ may be required to extend the expiration date. Any
determination or judgment by CBIZ concerning the events described above will be
final and binding on all parties.
ITEM 7. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATION.
The section of the Offer to Purchase captioned "9 - Source and Amount
of Funds" is hereby amended by restating the first paragraph under such caption
to read as follows:
Assuming CBIZ purchases 7,500,000 shares in the tender offer at the
purchase price of $5.00 per share, $37,500,000 will be required to purchase such
shares. CBIZ anticipates that it will obtain the funds necessary to purchase
shares tendered in the tender offer, as well as to pay related fees and
expenses, by borrowing up to $38 million under its $73 million secured revolving
credit facility. CBIZ intends to repay amounts borrowed under the revolving
credit facility for the purchase of shares tendered in the tender offer with
available cash flow. We do not intend to use alternative arrangements or plans
to finance the tender offer. The tender offer is not conditioned upon the
receipt of financing. See Section 7.
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: March 18, 2004