SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- 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. 2 Century Business Services, Inc. ------------------------------- (Name of Subject Company (Issuer)) Century Business Services, Inc. ------------------------------- (Name of Filing Person (Offeror)) Common Stock, Par Value $0.01 Per Share --------------------------------------- (Title of Class Securities) 156490104 ----- ---------------------------------- (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 --------------------------------------------- (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 ------------------------------ -------------------------------- * 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. ------------------ ----------------------------------- Form or Registration No.: Schedule TO Date Filed: : June 10, 2003 ---------------- --------------------- |_| 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. 2 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 (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 11. ADDITIONAL INFORMATION Item 11 is hereby amended and supplemented by adding the following information: On July 10, 2003, the Company issued a press release announcing the preliminary results of the tender offer, which expired on July 9, 2003. A copy of the press release is filed as Exhibit (a)(5)(vii) 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 - -------------- ----------- (a)(5)(vii) Press release dated July 10, 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 -------------------------------------------- Name: Michael W. Gleespen Title: Corporate Secretary and General Counsel Dated: July 10, 2003
Exhibit (a)(5)(vii) CBIZ ANNOUNCES PRELIMINARY RESULTS OF ITS MODIFIED DUTCH AUCTION TENDER OFFER Cleveland, Ohio (July 10, 2003)--CBIZ (Century Business Services, Inc.) (NASDAQ: CBIZ) today announced the preliminary results of its modified Dutch Auction tender offer, which expired at 5:00 p.m., New York City time, on July 9, 2003. CBIZ commenced the tender offer on June 10, 2003, when it offered to purchase up to 14 million shares of its outstanding common stock at a price per share between $3.00 and $3.30, net to the seller in cash, without interest. Based on the preliminary count by Fifth Third Bank, the depositary for the offer, 9,847,933 shares of common stock were properly tendered and not withdrawn at prices at or below $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). The preliminary count includes guaranteed deliveries of 806,378 shares. CBIZ expects to purchase all of the tendered shares at a purchase price of $3.30 per share, or a total cost of approximately $32.5 million. The actual number of shares to be purchased and the purchase price per share are preliminary and are subject to verification by the depositary, and will be announced promptly following completion of the verification process. CBIZ will pay for all shares purchased promptly following that time. As of July 9, 2003, CBIZ had 96,013,242 shares of common stock outstanding. As a result of the completion of the tender offer, CBIZ expects to have approximately 86,165,309 shares of common stock outstanding as of the time immediately following payment for the tendered shares. Subject to applicable law, CBIZ may in the future purchase additional shares of its common stock pursuant to its previously announced stock repurchase program authorizing the purchase of up to 15 million shares, although CBIZ and its affiliates are prohibited from repurchasing shares until at least ten business days after July 9, 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. For further information regarding CBIZ, call the Investor Relations Office at (216) 447-9000 or visit www.cbiz.com.