SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): December 11, 1996
AMERICAN RESIDENTIAL SERVICES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1-11849 76-0484996
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation) File Number) Identification No.)
POST OAK TOWER
5051 WESTHEIMER, SUITE 725
HOUSTON, TEXAS 77056-5604
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (713) 599-0100
5850 SAN FELIPE, SUITE 500
HOUSTON, TEXAS 77057
(Former address)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On December 11, 1996, American Residential Services, Inc., a
Delaware corporation (the "Company"), acquired Metro Heating and Air
Conditioning, Inc., a North Carolina corporation ("Metro"), through a merger
(the "Acquisition") of Metro with and into MHAC Acquisition Inc., a Delaware
corporation and a wholly owned subsidiary of the Company ("MHAC"). The
Acquisition was completed pursuant to an Agreement and Plan of Reorganization
dated as of December 11, 1996 by and among the Company, MHAC, Metro and Jacob A.
Williamson, Jr., Jacob A. Williamson, Sr. and Joyce E. Williamson (collectively,
the "Stockholders"). As consideration for the Acquisition, the Company agreed to
pay $16,866,000 and to issue 225,500 shares of the Company's Common Stock. The
total consideration for the Acquisition is subject to downward adjustment for
any decrease in Metro's total current assets less total liabilities from
September 30, 1996 through December 11, 1996. The Company's obligation to pay
the $16,866,000 amount is evidenced by several short-term promissory notes to
the Stockholders. The Company intends to fund the payment of those notes through
borrowings under the Company's $55 million bank credit facility underwritten by
NationsBank of Texas, N.A. The Acquisition is being treated as a purchase for
accounting purposes. In connection with the Acquisition, MHAC entered into an
employment agreement with Jacob A. Williamson, Jr., providing for his
continuation in the position of President of the acquired business.
Metro is a leading installer of new HVAC systems and equipment
and a leading provider of HVAC maintenance, repair and replacement services for
the residential and light commercial markets in the Raleigh/Durham, North
Carolina area. The Company currently intends to use the acquired operations in
the manner previously used by Metro. In addition, the Company expects to use
these operations as a base to expand its operations in North Carolina.
A copy of the press release dated December 12, 1996 issued by the
Company and relating to the closing of the Acquisition is attached as Exhibit 99
hereto and incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(A) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
The financial statements of Metro Heating and Air Conditioning,
Inc. set forth in the Company's Registration Statement on Form S-4 (Reg. No.
333-18623) are incorporated herein by reference.
(B) PRO FORMA FINANCIAL INFORMATION.
The Unaudited Pro Forma Combined Financial Statements set forth
in the Company's Registration Statement on Form S-4 (Reg. No. 333-18623) are
incorporated herein by reference.
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(C) EXHIBITS
2 Agreement and Plan of Reorganization dated as of December 11,
1996 by and among American Residential Services, Inc., MHAC
Acquisition Inc., Metro Heating and Air Conditioning, Inc. and
the Stockholders named therein (incorporated by reference to
Exhibit 2.11 to the Company's Registration Statement on Form S-4
(Reg. No. 333-18623)).
23 Consent of Arthur Andersen LLP.
99 Press release issued December 12, 1996.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
AMERICAN RESIDENTIAL SERVICES, INC.
By: /s/ JOHN D. HELD
John D. Held
Senior Vice President, General Counsel
and Secretary
Date: December 23, 1996
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[ARTHUR ANDERSEN LLP]
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this Form 8-K of our report on the audit of the financial
statements of Metro Heating and Air Conditioning, Inc., for the year ended
December 31, 1995, dated December 6, 1996, included in the Form S-4
Registration Statement as filed on December 23, 1996.
/s/ ARTHUR ANDERSEN LLP
Arthur Andersen LLP
Houston, Texas
December 23, 1996
FOR IMMEDIATE RELEASE CONTACT:Jennifer L. Tweeton
96-04 (713)599-9015
AMERICAN RESIDENTIAL ACQUIRES $50 MILLION OF REVENUE
(HOUSTON) December 12, 1996 -- American Residential Services, Inc. (NYSE -
"ARS"), the nation's leading provider of residential maintenance, repair and
installation services, today announced it had closed six acquisitions with
aggregate revenues for 1996 estimated at approximately $50 million.
The companies acquired and the metropolitan areas each serves are Metro Heating
and Air Conditioning, Inc. in the Raleigh/Durham, North Carolina area; Annandale
and Fairfax Air Conditioning & Heating, Inc. and Keenan Mechanical Services,
Inc. (collectively, "Keenan") in the Washington, D.C. area; Korte Electric, Inc.
in Fort Wayne, Indiana; Kranz Heating & Cooling and Ross Heating and Cooling
(collectively "Kranz") in Chicago; Ted's Plumbing, Inc. in Ft. Lauderdale; and
DeMoss Air Conditioning Service, Inc. in Miami. Kranz will be accounted for as a
pooling-of-interests transaction, and the other five as purchase transactions.
Terms of the transactions were not disclosed.
Kranz provides residential and light commercial air conditioning and heating
repair, maintenance and replacement services. Metro, Keenan and DeMoss provide
similar repair, maintenance and replacement services along with new installation
services. Korte provides residential and light commercial air conditioning,
heating, electrical and plumbing repair, maintenance, replacement and
installation services, and Ted's Plumbing provides plumbing repair and
maintenance services in Ft. Lauderdale.
"These six companies both strategically position our Company in four new, large
markets, Raleigh/Durham, Chicago, Miami and Ft. Wayne, and also expand our
existing coverage and service capabilities in markets we currently serve," Cliff
Wright, President and Chief Executive Officer stated. "The acquisitions of these
fine companies fit our strategy of targeting the leaders in the larger
metropolitan markets and acquiring proven operating management."
American Residential Services is the largest publicly held company in the United
States engaged primarily in providing comprehensive maintenance, repair,
replacement and new equipment installation services for heating, air
conditioning, plumbing, electrical, indoor air quality and major home
appliances for residential customers.
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