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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
(AMENDMENT NO. 2 - FINAL AMENDMENT)
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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Transaction Valuation* Amount of Filing Fee
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$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
14,682,571
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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)
92.4%
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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
14,682,571
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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)
92.4%
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10 TYPE OF REPORTING PERSON
CO
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TENDER OFFER
This Amendment No. 2 (Final Amendment) 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 (the "Offer"). 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 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
The Offer expired at 11:59 p.m. New York City time on Monday, April 26, 1999.
Based on information provided by the Depositary, 14,682,571 Shares or 92.4
percent of the outstanding Shares were validly tendered and not withdrawn
pursuant to the Offer. Purchaser has accepted the tendered Shares for payment
and has notified the Depositary to promptly pay for the tendered and accepted
Shares, in accordance with the terms and subject to the conditions of the Offer.
(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.*
(a) (12) Press Release, dated April 27, 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) 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.
4
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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 Final Amendment
No. 2 to Tender Offer Statement is true, complete and correct.
Date: April 30, 1999 SVM M9 Acquisition Corporation
By: /s/ Vernon T. Squires
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Name: Vernon T. Squires
Title: Secretary and Treasurer
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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 Final Amendment
No. 2 to Tender Offer Statement is true, complete and correct.
Date: April 30, 1999 The ServiceMaster Company
By: /s/ Vernon T. Squires
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Name: Vernon T. Squires
Title: Senior Vice President and
General Counsel
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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.*
(a) (12) Press Release, dated April 27, 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) 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)(12)
News Release
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ServiceMaster/(R)/ The ServiceMaster Company
One ServiceMaster Way
Downers Grove, IL 60515-1700
630/271-1300
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 27, 1999
SERVICEMASTER ANNOUNCES SUCCESSFUL TENDER OFFER FOR
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AMERICAN RESIDENTIAL SERVICES
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DOWNERS GROVE, Illinois -- ServiceMaster (NYSE:SVM) today announced that it
has successfully completed its tender offer for the outstanding shares of
American Residential Services (NYSE:ARS) at a purchase price of $5.75 per share
in cash. The tender offer expired at 11:59 p.m. New York City time on April 26,
1999.
The Company reported that, based on a preliminary count, a total of
15,333,376 shares of ARS common stock had been tendered and all such shares have
been accepted for payment in accordance with the terms of the tender offer. The
shares tendered constitute approximately 96.5 percent of the total outstanding
shares of ARS common stock.
ServiceMaster also announced that ServiceMaster and ARS will shortly effect
a merger, after which ARS will become a wholly-owned subsidiary of ServiceMaster
and all stockholders of ARS common stock who did not tender their shares will
have the right to receive $5.75 per share in cash.
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ServiceMaster/(R)/
ServiceMaster provides outsourcing services to more than 10.5 million
customers in the United States and in 41 countries around the world, with annual
customer level revenue of $6.4 billion. The core service capabilities of the
Company include lawn care and landscaping, termite and pest control, plumbing,
heating and air conditioning maintenance and repair, appliance maintenance and
repair, cleaning, plant maintenance and supportive management.
These services are provided through a network of over 5,800 company-owned
and franchised service centers and business units, operating under leading
brands which include TruGreen-ChemLawn, LandCare, Terminix, American Home
Shield, Rescue Rooter, American Residential Services, ServiceMaster Residential
and Commercial Services, Merry Maids, AmeriSpec, Furniture Medic and
ServiceMaster Management Services.
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 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 of the inability of the
Company to make its own systems Y2K complaint, and other factors listed from
time to time in the Company's filings with the Securities and Exchange
Commission.
