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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
(AMENDMENT NO. 1)
TENDER OFFER STATEMENT
Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934
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American Residential Services, Inc.
(Name of Subject Company)
SVM-M9 Acquisition Corporation
The Servicemaster Company
(Bidders)
Common Stock, Par Value $0.001 Per Share
(Title of Class of Securities)
028911105
(CUSIP Number of Class of Securities)
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Vernon T. Squires
Senior Vice President and General Counsel
The Servicemaster Company
One Servicemaster Way
Downers Grove, IL 60515
Telephone: (630) 271-5870
Facsimile: (630) 271-5870
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidders)
Copy To:
Kirkland & Ellis
200 East Randolph Drive
Chicago, Illinois 60601
Attention: Robert H. Kinderman
312-861-2096
312-861-2200
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CALCULATION OF FILING FEE
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<TABLE>
<CAPTION>
Transaction Valuation* Amount of Filing Fee
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<S> <C>
$64,361,158 $12,872.23
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* Estimated for purposes of calculating the amount of the filing fee only.
This amount assumes the purchase of 21,525,471 shares of common stock, par
value $0.001 par value per share (the "Shares"), of American Residential
Services, Inc. at a price of $5.75 per Share in cash, without interest
thereon. Such number of Shares represents the 15,887,704 Shares outstanding
as of March 22, 1999 and assumes the issuance prior to the consummation of
the Offer of 5,637,687 Shares upon the exercise or conversion of all
outstanding stock options, warrants and convertible notes. The amount of
the filing fee calculated in accordance with Regulation 240.0-11 of the
Securities Exchange Act of 1934, as amended, equals 1/50th of one percent
of the value of the transaction.
[X]Check 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: $12,872.23
Filing Party: SVM-M9 Acquisition Corporation and The ServiceMaster Company
Form or Registration No.: Schedule 14D-1
Date Filed: March 29, 1999
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CUSIP NO. 028911105 Page 1 of 2 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
SVM M9 ACQUISITION CORPORATION
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)[_]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC, BK
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(e) OR 2(f):
[_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION:
DELAWARE
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7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
NONE
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8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
[_]
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9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
N/A
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10 TYPE OF REPORTING PERSON
CO
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2
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SCHEDULE 14D-1
CUSIP NO.
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1 NAMES OF REPORTING PERSONS:
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
THE SERVICEMASTER COMPANY; I.R.S. IDENTIFICATION NO. 36-3858106
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)[_]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC, BK
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(e) OR 2(f)
[_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
NONE
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8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
[_]
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9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
N/A
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10 TYPE OF REPORTING PERSON
CO
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3
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TENDER OFFER
This Amendment No. 1 amends and supplements the Tender Offer Statement on
Schedule 14D-1 filed on March 29, 1999 (as amended and supplemented, the
"Statement"), relating to the offer by SVM-M9 Acquisition Corporation, a
Delaware corporation ("Purchaser") and a wholly-owned subsidiary of The
ServiceMaster Company ("Parent"), a Delaware corporation, to purchase all of the
outstanding shares of common stock, par value $0.001 per share (the "Common
Stock"), including the associated preferred stock purchase rights (the "Rights"
and, together with the Common Stock, the "Shares"), of American Residential
Services, Inc., a Delaware corporation (the "Company"), at $5.75 per Share, net
to the seller in cash, without interest thereon, upon the terms and subject to
the conditions set forth in the Offer to Purchase, dated March 29, 1999, and the
related Letter of Transmittal. Unless otherwise indicated, the capitalized terms
used herein shall have the meanings specified in the Statement, including the
Offer to Purchase previously filed as Exhibit (a) (1) thereto.
ITEM 10. ADDITIONAL INFORMATION.
On April 7, 1999, Parent issued a press release announcing that the
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
as amended, relating to the Offer had expired. The full text of the press
release is attached hereto as Exhibit (a) (11).
The closing condition contained in Section 10.1(n) of the Merger Agreement
provides that ServiceMaster may terminate the Merger Agreement if the "loss
before income taxes, discontinued operations and extraordinary items" of the
Company as shown in the Company's definitive audited financial statements for
the fiscal year ended December 31, 1998 exceeds $3.9 million, subject to certain
limitations. Such closing condition expired as of 11:59 p.m. on April 2, 1999.
ITEM 11. Materials to be Filed as Exhibits
(a) (1) Offer to Purchase, dated March 29, 1999.*
(a) (2) Letter of Transmittal.*
(a) (3) Notice of Guaranteed Delivery.*
(a) (4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
other Nominees.*
(a) (5) Letter to Clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and other Nominees.*
(a) (6) Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9.*
(a) (7) Press Release, dated March 23, 1999 of Parent.*
(a) (8) Press Release, dated March 23, 1999, of the Company, is incorporated
by reference to Exhibit 99.1 to the Form 8-K of the Company filed on March 24,
1999.*
(a) (9) Summary Advertisement, dated March 23, 1999.*
(a) (10) Letter from the CEO of the Company to the stockholders of the
Company in connection with the Offer.*
(a) (11) Press Release, dated April 7, 1999.
(b) $750,000,000 Five-Year Credit Agreement dated as of April 1, 1997 by and
among Parent, Bank One and Morgan Guaranty Trust Company, is incorporated by
reference to Exhibit 10.2 to the Annual Report on Form 10-K of the Company for
the fiscal year ended December 31, 1997.*
(c) (1) Agreement and Plan of merger, dated as of March 22, 1999, by and
among Parent, Purchaser and the Company.*
(d) None.
(e) None.
(f) None.
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* Previously filed.
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SIGNATURE
After due inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this Tender Offer
Statement is true, complete and correct.
Date: April 8, 1999 SVM M9 Acquisition Corporation
/s/ Vernon T. Squires
By: _________________________________
Name: Vernon T. Squires
Title:Secretary and Treasurer
5
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SIGNATURE
After due inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this Tender Offer
Statement is true, complete and correct.
Date: April 8, 1999 The ServiceMaster Company
/s/ Vernon T. Squires
By: _________________________________
Name: Vernon T. Squires
Title:Senior Vice President and
General Counsel
6
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INDEX TO EXHIBITS
SEQUENTIAL
EXHIBIT PAGE NO.
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(a) (1) Offer to Purchase, dated March 29, 1999.*
(a) (2) Letter of Transmittal.*
(a) (3) Notice of Guaranteed Delivery.*
(a) (4) Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and other Nominees.*
(a) (5) Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and other Nominees.*
(a) (6) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.*
(a) (7) Press Release, dated March 23, 1999 of Parent.*
(a) (8) Press Release, dated March 23, 1999, of the Company, is
incorporated by reference to Exhibit 99.1 to the Form 8-K
of the Company filed on March 24, 1999.*
(a) (9) Summary Advertisement, dated March 23, 1999.*
(a) (10) Letter from the CEO of the Company to the stockholders
of the Company in connection with the Offer.*
(a) (11) Press Release, dated April 7, 1999.
(b) $750,000,000 Five-Year Credit Agreement dated as of
April 1, 1997 by and among Parent, Bank One and Morgan
Guaranty Trust Company, is incorporated by reference to
Exhibit 10.2 to the Annual Report on Form 10-K of the
Company for the fiscal year ended December 31, 1997.*
(c) (1) Agreement and Plan of merger, dated as of March 22, 1999,
by and among Parent, Purchaser and the Company.*
(d) None.
(e) None.
(f) None.
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* Previously filed.
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EXHIBIT(a)(ii)
FOR: THE SERVICEMASTER COMPANY
APPROVED BY: VERNON T. SQUIRES
SENIOR VICE PRESIDENT
AND GENERAL COUNSEL
For further information contact:
Claire Buchan, VP Comm, (630) 271-2150
Bruce Duncan, VP IR, (630) 271-2187
Steve Preston, CFO, (630) 271-2637
FOR IMMEDIATE RELEASE
April 7, 1999
SERVICEMASTER ANNOUNCES EXPIRATION
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FOR HART-SCOTT-RODINO WAITING PERIOD
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DOWNERS GROVE, Illinois--ServiceMaster (NYSE:SVM) today announced the
expiration of the waiting period under the Hart-Scott-Rodino Antitrust Act
applicable to the pending acquisition of American Residential Services, Inc.
(NYSE:ARS) by ServiceMaster.
ServiceMaster and ARS have previously announced that their Boards of
Directors have approved a definitive agreement under which ServiceMaster will
acquire ARS. ServiceMaster initiated a cash tender offer for all the outstanding
shares of American Residential Services on April 5, 1999 at a price of $5.75 per
share. The offer is subject to certain conditions, including the tender of at
least 52 percent of the outstanding ARS common shares. The offer and withdrawal
rights are scheduled to expire at 11:59 p.m. New York City Time on April 26,
1999, unless the offer is extended.
ServiceMaster serves more than 10.5 million customers in the United States.
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and in 41 countries around the world, with annual customer level revenue of $6.4
billion. ServiceMaster is a network of quality service companies with two major
operating segments, ServiceMaster Consumer Services and ServiceMaster Management
Services.
ServiceMaster Consumer Services now includes eight market-leading
companies--TruGreen-ChemLawn, Terminix, American Home Shield, Rescue Rooter,
ServiceMaster Residential and Commercial Services, Merry Maids, AmeriSpec and
Furniture Medic--which operate through the ServiceMaster Quality Service Network
of approximately 5,800 U.S. Company-owned locations and franchised businesses.
ServiceMaster Management Services is the leading facilities management
company serving health care, education, and business and industrial facilities
with management of plant operations and maintenance, housekeeping, clinical
equipment maintenance, food service, laundry, grounds and energy.
In accordance with the Private Securities Litigation Reform Act of 1995,
the Company notes that statements that look forward in time, which include
everything other than historical information, involve risks and uncertainties
that may affect the Company's actual results of operations. Factors which could
cause actual results to differ materially include the following (among others):
weather conditions adverse to certain of the Company's Consumer Services
businesses, the entry of
<PAGE>
additional competitors in any of the markets served by the Company, labor
shortages, consolidation of hospitals in the healthcare market, the condition of
the U.S. economy, the inability of key suppliers to achieve timely Y2K
compliance in their delivery systems or the inability of the Company to make its
own systems Y2K compliant, and other factors listed from time to time in the
Company's filings with the Securities and Exchange Commission.
