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): March 4, 1997
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
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ITEM 5. OTHER EVENTS.
On March 4, 1997, American Residential Services, Inc., a Delaware
corporation ("ARS"), announced that it intends to raise up to $75 million
through a private placement of convertible subordinated notes. The notes will be
unsecured obligations of ARS and convertible into shares of ARS common stock on
terms to be determined. The placement of the notes is expected to be completed
in the second quarter of this year.
The notes will be offered and sold only to qualified
institutional buyers in reliance on Rule 144A and outside the United States to
certain persons in off-shore transactions in reliance on Regulation S under the
Securities Act of 1933, as amended (the "Securities Act"). The offering and sale
of the notes will not be registered under the Securities Act or any state
securities or blue sky laws and may not be offered or sold in the United States
absent registration or an applicable exemption from registration requirements.
The Company intends to use the net proceeds of the offering to
repay bank indebtedness incurred in connection with acquisitions, the funding of
potential future acquisitions and for general corporate purposes.
Pursuant to Rule 135c(d) of the Securities Act, a copy of the
press release announcing the private placement is included as Exhibit 99 to this
Current Report on Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS
99 Press release issued March 4, 1997.
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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: March 6, 1997
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[ARS Letterhead]
FOR IMMEDIATE RELEASE CONTACT:Jennifer L. Tweeton
97-04 (713)599-9015
ARS ANNOUNCES PROPOSED CONVERTIBLE SUBORDINATED NOTES
(HOUSTON) March 4, 1997 -- American Residential Services, Inc. (NYSE - "ARS"),
today announced that it intends to raise up to $75 million through a private
placement of convertible subordinated notes. The notes will be unsecured
obligations and convertible into ARS common stock at terms to be determined. The
placement of the notes is expected to close early in the Company's second
quarter.
The notes will be offered and sold only to qualified institutional buyers in
reliance on Rule 144A and outside the United States to certain persons in
off-shore transactions in reliance on Regulation S under the Securities Act of
1933. The offering and sale of the notes will not be registered under the
Securities Act of 1933 or any state securities or blue sky laws and may not be
offered or sold in the United States absent registration or an applicable
exemption from registration requirements. This press release shall not
constitute an offer to sell or the solicitation of an offer to buy the notes.
The Company intends to use the net proceeds of the offering to repay bank
indebtedness incurred in connection with acquisitions, the funding of potential
future acquisitions and for general corporate purposes.
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