<PAGE>
================================================================================
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: JANUARY 5, 1999
(DATE OF EARLIEST EVENT REPORTED: JANUARY 4, 1999)
GROUP MAINTENANCE AMERICA CORP.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
TEXAS 1-13565 76-0535259
(STATE OR OTHER (COMMISSION (I.R.S. EMPLOYER
JURISDICTION FILE NUMBER) IDENTIFICATION NO.)
OF INCORPORATION)
8 GREENWAY PLAZA, SUITE 1500
HOUSTON, TEXAS 77046
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (713) 860-0100
================================================================================
<PAGE>
ITEM 5. OTHER EVENTS
Private Debt Offering
On January 4, 1999, Group Maintenance America Corp. issued a press release
announcing that it plans to sell $130.0 million aggregate principal amount of
Senior Subordinated Notes, due 2009, in a private offering to institutional
buyers. A copy of such press release has been filed as an exhibit to this
Current Report on Form 8-K and is incorporated herein by reference.
Letters of Intent
On January 4, 1999, Group Maintenance America Corp. issued a press release
announcing that it signed three letters of intent to acquire companies with
combined annual revenues of approximately $150 million. The proposed
acquisitions, which are expected to close in the first calendar quarter of 1999,
are subject to negotiation of definitive documents, receipt of necessary
governmental approvals, due diligence, and other conditions. A copy of such
press release has been filed as an exhibit to this Current Report on Form 8-K
and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
The following exhibits are filed with this report:
99.1 Press Release issued January 4, 1999 by Group Maintenance America
Corp. with respect to the proposed sale of senior subordinated debt.
99.2 Press Release issued January 4, 1999 by Group Maintenance America
Corp. with respect to the execution of letters of intent to acquire
companies with combined annual revenues of approximately $150 million.
2
<PAGE>
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.
GROUP MAINTENANCE AMERICA CORP.
By: /s/ Randolph W. Bryant
-----------------------------------
Randolph W. Bryant
Senior Vice President
and General Counsel
Date: January 5, 1999
3
<PAGE>
INDEX OF EXHIBITS
99.1 Press Release issued January 4, 1999 by Group Maintenance America
Corp. with respect to the proposed sale of senior subordinated debt.
99.2 Press Release issued January 4, 1999 by Group Maintenance America
Corp. with respect to the execution of letters of intent to acquire
companies with combined annual revenues of approximately $150
million.
<PAGE>
EXHIBIT 99.1
GROUPMAC(TM)
8 Greenway Plaza, Suite 1500
Houston, Texas 77046
(888) 626-4984
FOR FURTHER INFORMATION MAK-9901
AT THE COMPANY: AT THE FINANCIAL RELATIONS BOARD:
RUSSELL K. BAY NORHA LEE BILL SCHMIDLE BOB SCHWALLER
VICE PRESIDENT GENERAL INQUIRIES ANALYST INQUIRIES MEDIA INQUIRIES
(888) 626-4984 (312) 640-6689 (312) 640-6753 (972) 450-6563
FOR IMMEDIATE RELEASE
MONDAY, JANUARY 4, 1999
GROUP MAINTENANCE AMERICA CORP. ANNOUNCES
PROPOSED PRIVATE DEBT OFFERING
HOUSTON, JANUARY 4, 1999 -- GROUP MAINTENANCE AMERICA CORP. (NYSE: MAK),
announced today that it plans to sell $130 million aggregate principal amount of
Senior Subordinated Notes due 2009. The sale of the notes will be made in a
private offering to certain qualified institutional buyers and to non-U.S.
persons outside the United States. Net proceeds to the Company from the
offering will be used primarily to repay bank debt, thereby increasing the
amount available for borrowing under the Company's existing credit facility.
The Notes have not been registered under the Securities Act of 1933, as amended,
and may not be offered or sold in the United States absent registration or an
applicable exemption from registration requirements. This announcement is
neither an offer to sell nor a solicitation of an offer to buy any securities of
Group Maintenance America Corp.
<PAGE>
EXHIBIT 99.2
GROUPMAC(TM)
8 Greenway Plaza, Suite 1500
Houston, Texas 77046
(888) 626-4984
FOR FURTHER INFORMATION MAK-9902
AT THE COMPANY: AT THE FINANCIAL RELATIONS BOARD:
RUSSELL K. BAY NORHA LEE BILL SCHMIDLE BOB SCHWALLER
VICE PRESIDENT GENERAL INQUIRIES ANALYST INQUIRIES MEDIA INQUIRIES
(888) 626-4984 (312) 640-6689 (312) 640-6753 (972) 450-6563
FOR IMMEDIATE RELEASE
MONDAY, JANUARY 4, 1999
GROUP MAINTENANCE AMERICA CORP. TO ACQUIRE
$150 MILLION IN ANNUAL REVENUES
HOUSTON, JANUARY 4, 1999 -- GROUP MAINTENANCE AMERICA CORP. (NYSE: MAK),
announced that it has signed three letters of intent to acquire companies with
combined annual revenues of approximately $150 million. These transactions,
which are expected to close in the first quarter, are subject to negotiation of
definitive documents, receipt of necessary governmental approvals, due
diligence, and other conditions. The purchase price for these companies is
expected to consist of cash plus assumed debt of $50.6 million, subordinated
notes of $1.7 million and 2.1 million shares of common stock. All of the
acquisitions will be accounted for as purchase transactions. Following these
transactions, GroupMAC's annualized revenues will be nearly $1.2 billion.
J. Patrick Millinor, Jr., chief executive officer of GroupMAC, stated, "Our
acquisition program continues to be very successful and is off to a strong start
in 1999. These strategic acquisitions expand our geographic coverage and
further enhance our ability to service our customers on a national basis. As
mentioned in our December 14, 1998 release, we have teamed with PG&E Energy
Services, an unregulated subsidiary of PG&E Corporation, to be their national
preferred provider of HVAC services. These acquisitions will help us service
regions where PG&E Energy Services has a strong presence."
Group Maintenance America Corp. is a leading provider of mechanical and
electrical services to residential and commercial/industrial customers.
Headquartered in Houston, Texas, the company currently has operations in 56
cities in 26 states throughout the United States with annual revenues of more
than $1 billion.
NOTE TO EDITORS: PG&E ENERGY SERVICES IS NOT THE SAME COMPANY AS PACIFIC GAS AND
ELECTRIC COMPANY, THE UTILITY. PG&E ENERGY SERVICES IS NOT REGULATED BY THE
CALIFORNIA PUBLIC UTILITIES COMMISSION; AND CUSTOMERS WHO RECEIVE SERVICES FROM
PACIFIC GAS AND ELECTRIC COMPANY DO NOT HAVE TO BUY PG&E ENERGY SERVICES'
PRODUCTS IN ORDER TO CONTINUE TO RECEIVE QUALITY REGULATED SERVICES FROM PACIFIC
GAS AND ELECTRIC COMPANY, THE UTILITY.
<PAGE>
This press release may contain forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. These statements are
based on the company's current expectations and involve risks and uncertainties
that could cause the company's actual results to differ materially from those
set forth in the statements. Factors that could cause the company's results to
differ materially from current expectations are listed under Item 7 of the
company's Transition Report on Form 10-K for the ten-month period ended December
31, 1997.
ADDITIONAL GROUPMAC INFORMATION AND PRESS RELEASES ARE AVAILABLE ON
GROUPMAC'S
WEBSITE AT HTTP://WWW.GROUPMAC.COM.
